PRICING AGREEMENT
Exhibit 1.2
July 10, 2023
Barclays Capital Inc.
Citigroup Global Markets Inc.
Xxxxxxx Xxxxx & Co. LLC
Xxxxxx Xxxxxxx & Co. LLC
Xxxxx Fargo Securities, LLC
As Representatives of the several Underwriters named in Schedule I hereto
c/o Barclays Capital Inc.
000 0xx Xxxxxx
New York, NY 10019
c/o Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
New York, NY 10013
c/x Xxxxxxx Xxxxx & Co. LLC
000 Xxxx Xxxxxx
New York, NY 10282
c/x Xxxxxx Xxxxxxx & Co. LLC
0000 Xxxxxxxx
New York, NY 10036
c/x Xxxxx Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx, 0xx Floor
Charlotte, NC 28202
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 July 10, 2023 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the principal amounts of its Securities specified in Schedule I hereto.
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, the Applicable Time, and the Closing Date. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. A reference to the Indenture shall be deemed to refer to the Indenture, dated as of November 9, 2001, between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee,” as successor to X.X. Xxxxxx Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as supplemented by the Thirty-Eighth Supplemental Indenture, to be dated as of July 12, 2023, between the Company and the Trustee. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Underwriters of the Securities pursuant to the Underwriting Agreement are designated as the “Joint Book-Running Managers” at the end of Schedule II hereto.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, at the time and at the purchase price to the Underwriters set forth in Schedule III hereto, the Company agrees to issue, sell and deliver to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and at the purchase price to the Underwriters set forth in Schedule III hereto, the principal amounts of Securities set forth opposite the name of such Underwriter in Schedule I hereto. The date of the issuance, sale and delivery of the Securities is the “Settlement Date” set forth on Schedule II hereto and such date shall be considered a Closing Date under the Underwriting Agreement.
If the foregoing is in accordance with your understanding, please sign and return to us 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 Representatives as to the authority of the signers thereof.
[Signature pages follow]
2
| Very truly yours, | ||
| METLIFE, INC. | ||
| By: | /s/ Xxxx Xxxx | |
| Name: | Xxxx Xxxx | |
| Title: | Executive Vice President and Treasurer | |
[Signature Page to Pricing Agreement]
Accepted as of the date hereof on behalf of each of the Underwriters:
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Title: | Managing Director | |
[Signature Page to Pricing Agreement]
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Name: | Xxxx X. Xxxxxxx | |
| Title: | Director | |
[Signature Page to Pricing Agreement]
| XXXXXXX XXXXX & CO. LLC | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | Managing Director | |
[Signature Page to Pricing Agreement]
| XXXXXX XXXXXXX & CO. LLC | ||
| By: | /s/ Xxxxxxxx Xxxxxx | |
| Name: | Xxxxxxxx Xxxxxx | |
| Title: | Vice President | |
[Signature Page to Pricing Agreement]
| XXXXX FARGO SECURITIES, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Managing Director | |
[Signature Page to Pricing Agreement]
SCHEDULE I
| Underwriters |
Principal Amount of $1,000,000,000 5.375% Senior Notes due 2033 to be Purchased |
|||
| Barclays Capital Inc. |
$ | 145,000,000 | ||
| Citigroup Global Markets Inc. |
$ | 145,000,000 | ||
| Xxxxxxx Xxxxx & Co. LLC |
$ | 145,000,000 | ||
| Xxxxxx Xxxxxxx & Co. LLC |
$ | 145,000,000 | ||
| Xxxxx Fargo Securities, LLC |
$ | 145,000,000 | ||
| BNP Paribas Securities Corp. |
$ | 22,500,000 | ||
| BofA Securities, Inc. |
$ | 22,500,000 | ||
| Credit Suisse Securities (USA) LLC |
$ | 22,500,000 | ||
| Deutsche Bank Securities Inc. |
$ | 22,500,000 | ||
| HSBC Securities (USA) Inc. |
$ | 22,500,000 | ||
| X.X. Xxxxxx Securities LLC |
$ | 22,500,000 | ||
| Mizuho Securities USA LLC |
$ | 16,000,000 | ||
| Scotia Capital (USA) Inc. |
$ | 16,000,000 | ||
| SG Americas Securities, LLC |
$ | 16,000,000 | ||
| SMBC Nikko Securities America, Inc. |
$ | 16,000,000 | ||
| U.S. Bancorp Investments, Inc. |
$ | 16,000,000 | ||
| Santander US Capital Markets LLC |
$ | 15,000,000 | ||
| TD Securities (USA) LLC |
$ | 15,000,000 | ||
| Xxxxxxxx Capital, LLC |
$ | 10,000,000 | ||
| X.X. Xxxx & Associates, Inc. |
$ | 10,000,000 | ||
| Xxxxxxx Capital Markets LLC |
$ | 10,000,000 | ||
|
|
|
|||
| Total |
$ | 1,000,000,000 | ||
Schedule I - 1
SCHEDULE II
Filed pursuant to Rule 433
July 10, 2023
Relating to
Preliminary Prospectus Supplement dated July 10, 2023 to
Prospectus dated November 17, 2022
Registration Statement No. 333-268442
MetLife, Inc.
$1,000,000,000 5.375% Senior Notes due 2033
Final Term Sheet
July 10, 2023
The information in this final term sheet relates to the offering of the securities specified herein and should be read together with the preliminary prospectus supplement dated July 10, 2023 (the “Preliminary Prospectus Supplement”), including the documents incorporated by reference therein, and the accompanying prospectus dated November 17, 2022, filed pursuant to Rule 424(b) under the Securities Act of 1933 (Registration Statement File No. 333-268442). This final term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Capitalized terms used but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 5.375% Senior Notes due 2033 | |
| Aggregate Principal Amount: | $1,000,000,000 | |
| Price to the Public: | 99.396% of principal amount, plus accrued interest, if any, from July 12, 2023 | |
| Gross Underwriting Discount: | 0.450% | |
| Proceeds to Issuer Before Expenses: | $989,460,000 | |
| Maturity Date: | July 15, 2033 | |
| Trade Date: | July 10, 2023 | |
| Settlement Date: | July 12, 2023 (T+2) | |
| Interest Payment Dates: | Semi-annually on January 15 and July 15 of each year, beginning on January 15, 2024 | |
| Coupon: | 5.375% | |
| Benchmark Treasury: | UST 3.375% due May 15, 2033 | |
| Spread to Benchmark Treasury: | UST + 145 bps | |
| Benchmark Treasury Price / Yield: | 94-29+ / 4.004% | |
| Yield to Maturity: | 5.454% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Par Call Date: | April 15, 2033 | |
| Make-Whole Call: | UST + 25 bps | |
| CUSIP: | 00000XXX0 | |
| ISIN: | US59156RCE62 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Citigroup Global Markets Inc. Xxxxxxx Xxxxx & Co. LLC Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC | |
| Senior Co-Managers: | BNP Paribas Securities Corp. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. X.X. Xxxxxx Securities LLC | |
| Co-Managers: | Mizuho Securities USA LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. | |
| Junior Co-Managers: | Xxxxxxxx Capital, LLC X.X. Xxxx & Associates, Inc. Xxxxxxx Capital Markets LLC | |
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at x0 (000) 000-0000, Citigroup Global Markets Inc. toll-free at x0 (000) 000-0000, Xxxxxxx Xxxxx & Co. LLC toll-free at x0 (000) 000-0000, Xxxxxx Xxxxxxx & Co. LLC toll-free at x0 (000) 000-0000 or Xxxxx Fargo Securities, LLC toll-free at x0 (000) 000-0000.
2
SCHEDULE III
Underwriters’ Purchase Price of the 5.375% Senior Notes due 2033: 98.946% of the principal amount thereof
Closing Date: July 12, 2023
Addresses for Notices, etc. to the Representatives:
c/o Barclays Capital Inc.
000 0xx Xxxxxx
New York, NY 10019
c/o Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
New York, NY 10013
c/x Xxxxxxx Xxxxx & Co. LLC
000 Xxxx Xxxxxx
New York, NY 10282
c/x Xxxxxx Xxxxxxx & Co. LLC
0000 Xxxxxxxx
New York, NY 10036
c/x Xxxxx Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx, 0xx Floor
Charlotte, NC 28202
