Corebridge Financial Enters Material Definitive Agreement

TL;DR

Corebridge Financial just signed a big deal, details TBD.

AI Summary

On May 16, 2024, Corebridge Financial, Inc. filed an 8-K report detailing an entry into a material definitive agreement. The filing does not provide specific details on the agreement, dollar amounts, or parties involved, but it signifies a significant business development for the company.

Why It Matters

This filing indicates a significant new contract or partnership for Corebridge Financial, which could impact its future revenue streams and strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the material definitive agreement.

Key Players & Entities

• Corebridge Financial, Inc. (company) — Registrant
• 2919 Allen Parkway (location) — Principal executive offices address
• Woodson Tower (location) — Principal executive offices address
• Houston, Texas (location) — Principal executive offices city and state

FAQ

Key Financial Figures

• $3,838,012,158.82 billion — o Nippon for aggregate consideration of $3,838,012,158.82 billion in cash (the "Transaction"). The Purcha

Filing Documents

• ef20029146_8k.htm (8-K) — 31KB
• ef20029146_ex10-1.htm (EX-10.1) — 651KB
• ef20029146_ex10-2.htm (EX-10.2) — 20KB
• 0001140361-24-026338.txt ( ) — 949KB
• crbg-20240516.xsd (EX-101.SCH) — 4KB
• crbg-20240516_lab.xml (EX-101.LAB) — 21KB
• crbg-20240516_pre.xml (EX-101.PRE) — 16KB
• ef20029146_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement On May 16, 2024, Corebridge Financial, Inc., a Delaware corporation (the "Company"), entered into a stock purchase agreement (the "Purchase Agreement"), by and among the Company, American International Group, Inc., a Delaware corporation ("AIG"), and Nippon Life Insurance Company, a mutual company ( sougogaisha ) organized under the laws of Japan ("Nippon"), pursuant to which, and upon the terms and subject to the conditions set forth therein, AIG will sell 121,956,256 shares of common stock of the Company ("Common Stock"), representing approximately 20% of the issued and outstanding Common Stock at signing, to Nippon for aggregate consideration of $3,838,012,158.82 billion in cash (the "Transaction"). The Purchase Agreement provides for, among other things, certain limitations on the transfer of Common Stock by each of AIG and Nippon and an agreement that each of AIG and Nippon will vote in favor of the other's nominees to the Company's board of directors. The closing of the Transaction is subject to certain closing conditions, including the receipt of specified regulatory approvals. The description of the Purchase Agreement in this report is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein. Pursuant to the Purchase Agreement, the Company has agreed to enter into a stockholder's agreement (the "Stockholder's Agreement") by and between the Company and Nippon at the closing of the Transaction. The Stockholder's Agreement will provide for, among other things, the grant to Nippon of certain board, board observer and committee designation rights and a standstill restriction on Nippon. The description of the Stockholder's Agreement in this report is qualified in its entirety by reference to the full text of the Stockholder's Agreement, the form of which is attached to the P

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. 10.1* Stock Purchase Agreement, dated as of May 16, 2024, by and among American International Group, Inc., Corebridge Financial, Inc. and Nippon Life Insurance Company. 10.2 Amendment, dated as of May 16, 2024, by and between American International Group, Inc. and Corebridge Financial, Inc. to the Separation Agreement between American International Group, Inc. and Corebridge Financial, Inc. , dated as of September 14, 2022. 104 Cover Page to this Current Report on Form 8-K in Inline XBRL. * Certain schedules and other similar attachments to this exhibit have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. The Company will provide a copy of such omitted documents to the Securities and Exchange Commission upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Corebridge Financial, Inc. Date: May 16, 2024 By: /s/ Christine Nixon Name: Christine Nixon Title: Executive Vice President and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR