Exhibit 1.2
PRICING AGREEMENT
November 18, 2003
To the Representative of the
several Underwriters
named in Schedule I hereto
Ladies and Gentlemen:
MetLife, Inc., a Delaware corporation (the "Company"), proposes,
subject to the terms and conditions stated herein (this "Agreement") and in the
Underwriting Agreement, dated November 18, 2003 (the "Underwriting Agreement"),
to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this
Agreement and the Closing Date, except that each representation and warranty
which refers to the Final Prospectus in Section 1 of the Underwriting Agreement
shall be deemed to be a representation or warranty as of the date of the
Underwriting Agreement in relation to the Final Prospectus (as therein defined)
and also a representation and warranty as of the date of this Agreement in
relation to the Final Prospectus as amended or supplemented relating to the
Designated Securities which are the subject of this Agreement. Each reference to
the Representative herein and in the provisions of the Underwriting Agreement so
incorporated by reference shall be deemed to refer to you. Unless otherwise
defined herein, terms defined in the Underwriting Agreement are used herein as
therein defined. The Representative designated to act on behalf of the
Representative and on behalf of each of the Underwriters of the Designated
Securities pursuant to the Underwriting Agreement and the address of the
Representative are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Base
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the number of shares or the principal amount, as the case may be, of Designated
Securities set forth opposite the name of such Underwriter in Schedule I hereto.
The Company hereby grants the Representative, on behalf of the
Underwriters, an option to purchase up to $30,000,000 of Designated Securities
(the "Option Securities"), for the sole purpose of covering overallotments in
the sale of the $200,000,000 aggregate principal amount of the Designated
Securities (the "Underwritten Securities"). Such option shall be exercisable, in
whole or in part at any time, in increments of $25, by delivering written notice
to the Company no later than 12:00 noon, New York City time, on December 21,
2003, specifying the aggregate principal amount of Option Securities to be
purchased and the date on which such Option Securities are to be delivered, as
determined by the Representative but in no event earlier than November 21, 2003
or, unless the Representative and the Company otherwise agree in writing,
earlier than two or later than ten business days after the date of such notice.
The principal amount of Option Securities to be purchased by each Underwriter
shall be the same percentage of the total principal amount of Option Securities
to be purchased by the several Underwriters as such Underwriter is purchasing of
the Underwritten securities, subject to such adjustments as the Representative
in its absolute discretion shall make to eliminate any Option Securities in a
principal amount of less than $25. The purchase price to the Representative for
the Option Securities acquired upon exercise of the option shall be 96.85% of
the principal amount of the Option Securities so acquired. References in the
Underwriting Agreement to Closing Date shall be deemed to refer to the date on
which Option
Securities are to be purchased by the Underwriters, and references therein to
Designated Securities shall be deemed to include the Option Securities. If
settlement for the Option Securities occurs after the Closing Date, the Company
shall deliver to the Representative on the settlement date for the Option
Securities, and the obligation of the Underwriters to purchase the Option
Securities shall be conditioned upon receipt of, supplemental opinions,
certificates and letters confirming as of such date the opinions, certificates
and letters delivered on the Closing Date pursuant to Section 6 of the
Underwriting Agreement.
If the foregoing is in accordance with your understanding, please sign
and return to us seven counterparts hereof, and upon acceptance hereof by you,
on behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representative as to the authority of the signers thereof.
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Very truly yours,
METLIFE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President and Treasurer
Accepted as of the date hereof
on behalf of each of the Underwriters:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By: /s/ Xxxxxx Xxxxxx
-----------------
Name: Xxxxxx Xxxxxx
Title: Authorized Signatory
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SCHEDULE I
TO PRICING AGREEMENT
PRINCIPAL
AMOUNT OF SENIOR
NOTES DUE 2033 TO
UNDERWRITERS BE PURCHASED
------------ ------------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ............................................. $ 35,500,000
X.X. Xxxxxxx & Sons, Inc. ............................................. $ 35,000,000
Citigroup Global Markets Inc. ............................................. $ 35,000,000
UBS Securities LLC ............................................. $ 35,000,000
Wachovia Capital Markets, LLC ............................................. $ 35,000,000
Banc of America Securities LLC ............................................. $ 4,125,000
Credit Suisse First Boston LLC ............................................. $ 4,125,000
Deutsche Bank Securities Inc. ............................................. $ 4,125,000
X.X. Xxxxxx Securities Inc. ............................................. $ 4,125,000
Banc One Capital Markets, Inc. ............................................. $ 800,000
Xxxxxxxx & Partners, L.P. ............................................. $ 800,000
HSBC Securities (USA) Inc. ............................................. $ 800,000
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. ............................................. $ 800,000
Xxxxxx Brothers Inc. ............................................. $ 800,000
Quick & Xxxxxx, Inc. ............................................. $ 800,000
RBC Xxxx Xxxxxxxx Inc. ............................................. $ 800,000
Xxxxxxx Xxxxx & Associates, Inc. ............................................. $ 800,000
U.S. Bancorp Xxxxx Xxxxxxx Inc. ............................................. $ 800,000
Xxxxx Fargo Securities, LLC ............................................. $ 800,000
Total ............................................. $ 200,000,000
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SCHEDULE II
TO PRICING AGREEMENT
Underwriting Agreement dated November 18, 2003
Registration Statement Nos. 333-61282, 000-00000-00 and 000-00000-00
Title, Purchase Price and Description of Designated Securities
TITLE: 5.875% Senior Notes due November 21, 2033
APPLICABLE SECURITIES AGREEMENTS: Indenture dated as of November 9,
2001, between the Company and X.X. Xxxxxx Trust Company, National Association
(as successor to Bank One Trust Company, N.A.), as trustee (the "Trustee"), as
supplemented by the Fifth Supplemental Indenture to be dated as of November 21,
2003, between the Company and the Trustee
AGGREGATE PRINCIPAL AMOUNT: $200,000,000 (or $230,000,000 if the
Underwriters' overallotment option is exercised in full)
PRICE TO THE PUBLIC: 100.00% of the principal amount of the Designated
Securities, plus accrued interest, if any, from November 21, 2003 to the date of
delivery
PURCHASE PRICE BY UNDERWRITERS (INCLUDE ACCRUED INTEREST OR
AMORTIZATION, IF ANY): 96.85% of the principal amount of the Designated
Securities, plus accrued interest, if any, from November 21, 2003 to the date of
delivery
SINKING FUND PROVISIONS: None
REDEMPTION PROVISIONS: The Designated Securities will be redeemable, at
the Company's option, in whole at any time or in part from time to time, at the
option of the Company at any time on or after November 21, 2008 at a redemption
price equal to 100% of the principal amount of the Designated Securities to be
redeemed plus accrued and unpaid interest on the Designated Securities to the
date of redemption.
If less than all of the Designated Securities are to be redeemed, the
Trustee shall select the Designated Securities or portions of the Designated
Securities to be redeemed by such method as the Trustee deems fair and
appropriate. The Trustee may select for redemption Designated Securities and
portions of Designated Securities in amounts of $25 and whole multiples of $25.
SECURITIES INTO WHICH CONVERTIBLE OR EXCHANGEABLE: None
MATURITY: November 21, 2033
INTEREST RATE: 5.875%
INTEREST PAYMENT DATES: March 31st, June 30th, September 30th and
December 31st, commencing December 31, 2003, continuing to and including the
maturity date
LIQUIDATION PREFERENCES: None
DIVIDENDS: None
VOTING RIGHTS: None
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OTHER PROVISIONS: For purposes of this Pricing Agreement only, Section
4 of the Underwriting Agreement shall be amended in the following manner. The
following Section 4(g) shall be added:
"(c) To use its commercially reasonable efforts to ensure that the
Designated Securities will be listed and posted for trading on the New York
Stock Exchange within thirty days of the Closing Date."
CLOSING DATE, TIME AND LOCATION: 9:00 a.m. (New York City time) on
November 21, 2003 at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.
NAMES AND ADDRESSES OF REPRESENTATIVE:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
0 Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
DESIGNATED REPRESENTATIVE: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
ADDRESSES FOR NOTICES, ETC.: Same as above
UNDERWRITERS: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, X.X.
Xxxxxxx & Sons, Inc., Citigroup Global Markets Inc., UBS Securities LLC,
Wachovia Capital Markets, LLC, Banc of America Securities LLC, Credit Suisse
First Boston LLC, Deutsche Bank Securities Inc., X.X. Xxxxxx Securities Inc.,
Banc One Capital Markets, Inc., Xxxxxxxx & Partners, L.P., HSBC Securities (USA)
Inc., J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc., Xxxxxx Brothers Inc., Quick & Xxxxxx,
Inc., RBC Xxxx Xxxxxxxx Inc., Xxxxxxx Xxxxx & Associates, Inc., U.S. Bancorp
Xxxxx Xxxxxxx Inc., and Xxxxx Fargo Securities, LLC.
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