American International Group is on the verge of becoming thefirst insurance holding company ever regulated by the Federalgovernment.

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In a statement, the Treasury Department said last night that itis launching a public offering of $18 billion of AIG stock.

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Simultaneously, AIG said it would purchase up to $5 billion ofthat stock.

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AIG is expected to use cash on hand as well as more than $2billion gained from the sale of some of its remaining holdings inAmerican International Assurance, or AIA Group Ltd., its HongKong-based life insurance subsidiary.

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That sale took place Friday.

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The decline of U.S. ownership below 50 percent would triggerfederal regulation, according to a bevy of securities analysts andindustry lawyers, some of whom formerly worked at the FederalReserve Board.

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Federal regulation of AIG cannot not occur before thegovernment's stake in AIG drops below 50 percent because thegovernment cannot regulate something in which it holds a majorityinterest, according to various industry lawyers, some of whom haveworked for federal financial service regulatory agencies.

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Spokesman for the Fed would not confirm or deny it.

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Under an amendment to the Dodd-Frank financial services reformlaw, if AIG is regulated as a thrift holding company, it would besubject to consolidated regulationby the Federal Reserve Board.

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In a note to investors on Aug. 31, Ray Schoen of WashingtonAnalysis, a buy-side securities analytical group which adviseshedge funds and institutional investors, said that, “In short, thecompany is poised to face real regulatory supervision of itsnon-insurance financial business for the first time in itshistory.”

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Schoen said that, “While Treasury's exit is certainly along-term positive for AIG, “investors should be aware that federalregulation presents a litany of new restrictions for the company,including minimum leverage and risk-based capital requirements, aswell as restrictions on dividend payments and share buybacks.”

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The National Underwriter also published on Aug. 5, astory based on comments Robert Benmosche, AIG's president and CEOmade at its Aug. 3 earnings conference call with analysts where itwas said that AIG is preparing for federal regulation in additionto state regulation.

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In its comments to security analysts that day, Benmosche added,“in a way, we see it as a big positive.”

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Currently, the government owns 53.4 percent of AIG, according toan investor's note last week by John Nadel of Sterne Agee &Leach in New York.

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If the Treasury Department is able to sell all of the shares (it seeksto sell at around $34 a share), it would retain approximately 23percent of AIG.

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The U.S. needs to average about $28.73 on the sales to breakeven on the stake it acquired as part of a 2008 bailout, notincluding unpaid dividends and fees, according to a study last yearby the Government Accountability Office. The first two offeringswere priced at $29 a share and the second two at $30.50 apiece.

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According to Benmosche and the analysts, AIG will be subject tofederal regulation both because it owns a savings and loan holdingcompany based in Wilton, Conn. now regulated by the Fed, and/orthrough its designation by the Financial Stability OversightCouncil as systemically significant.

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AIG's thrift was formerly regulated by the Office of ThriftSupervision (OTS), and its non-insurance financial activities weresupposedly under OTS oversight.

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This article was originall posted at LifeHealthPro.com, a sistersite of Credit Union Times.

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