PRICING AGREEMENT
Exhibit 1.6
August 3, 2010
Deutsche Bank Securities Inc.
UBS Securities LLC
Banc of America Securities LLC
Credit Suisse Securities (USA) LLC
HSBC Securities (USA) Inc.
Xxxxx Fargo Securities, LLC
As Representatives of the several Underwriters
named in Schedule I hereto
UBS Securities LLC
Banc of America Securities LLC
Credit Suisse Securities (USA) LLC
HSBC Securities (USA) Inc.
Xxxxx Fargo Securities, LLC
As Representatives of the several Underwriters
named in Schedule I hereto
c/o Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o UBS Securities LLC
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
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
August 3, 2010 (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 “Underwritten 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, 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. Each reference to Securities Agreement shall be deemed to refer to the Indenture, dated as of
November 9, 2001 between MetLife, Inc. and Bank One Trust Company, N.A. (predecessor to The Bank of
New York Mellon Trust Company, National Association) (the “Senior Indenture”) and the
Nineteenth Supplemental Indenture to be dated as of August 6, 2010, between MetLife, Inc. and The
Bank of New York Mellon Trust Company, National Association). 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 Representatives and on behalf of each of the
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Underwriters of the Securities pursuant to the Underwriting Agreement and the address of the
Representatives are set forth 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, 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 place and at the purchase price to the Underwriters set forth in Schedule
II hereto, the principal amount of Securities set forth opposite the name of such Underwriter in
Schedule I hereto.
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]
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Very truly yours, METLIFE, INC. |
||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Senior Vice President and Treasurer | |||
[Signature page to Floating Rate Senior Notes Pricing Agreement]
Accepted as of the date hereof on behalf of each of the Underwriters: DEUTSCHE BANK SECURITIES INC. |
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By: | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxx Xxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxx | |||
Title: | Director | |||
[Signature page to Floating Rate Senior Notes Pricing Agreement]
UBS SECURITIES LLC |
||||
By: | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Managing Director | |||
By: | /s/ Xxxxxxxxx Xxxxxxxxx | |||
Name: | Xxxxxxxxx Xxxxxxxxx | |||
Title: | Executive Director | |||
[Signature page to Floating Rate Senior Notes Pricing Agreement]
BANC OF AMERICA SECURITIES LLC |
||||
By: | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Managing Director | |||
[Signature page to Floating Rate Senior Notes Pricing Agreement]
CREDIT SUISSE SECURITIES (USA) LLC |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Managing Director | |||
[Signature page to Floating Rate Senior Notes Pricing Agreement]
HSBC SECURITIES (USA) INC. |
||||
By: | /s/ Xxxxx X. Xxxxx | |||
Name: | Xxxxx X. Xxxxx | |||
Title: | Senior Vice President | |||
[Signature page to Floating Rate Senior Notes Pricing Agreement]
XXXXX FARGO SECURITIES, LLC |
||||
By: | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Director | |||
[Signature page to Floating Rate Senior Notes Pricing Agreement]
SCHEDULE I
TO PRICING AGREEMENT
TO PRICING AGREEMENT
Principal Amount of $250,000,000 Floating | ||||
Underwriters |
Rate Senior Notes due 2013 to be Purchased | |||
Deutsche
Bank Securities Inc. |
$ | 31,500,000 | ||
UBS Securities LLC |
$ | 31,500,000 | ||
Banc of America Securities LLC |
$ | 31,500,000 | ||
HSBC
Securities (USA) Inc. |
$ | 31,500,000 | ||
Xxxxx Fargo Securities, LLC |
$ | 31,500,000 | ||
Credit Suisse Securities (USA) LLC |
$ | 15,750,000 | ||
BNP Paribas
Securities Corp. |
$ | 5,450,000 | ||
Credit Agricole Securities (USA) Inc. |
$ | 5,450,000 | ||
RBS Securities Inc. |
$ | 5,450,000 | ||
SG Americas Securities, LLC |
$ | 5,450,000 | ||
PNC Capital Markets LLC |
$ | 3,750,000 | ||
Scotia Capital (USA) Inc. |
$ | 3,750,000 | ||
Standard Chartered Bank |
$ | 3,750,000 | ||
Nikko Bank (Luxembourg) S.A. |
$ | 3,750,000 | ||
UniCredit
Capital Markets, Inc. |
$ | 3,750,000 | ||
U.S. Bank, National Association |
$ | 3,750,000 | ||
The Xxxxxxxx Capital Group, L.P. |
$ | 3,250,000 | ||
ANZ Securities, Inc. |
$ | 2,500,000 | ||
BNY Mellon Capital Markets, LLC |
$ | 2,500,000 | ||
Mitsubishi UFJ Securities (USA), Inc. |
$ | 2,500,000 | ||
Lloyds TSB Bank plc |
$ | 2,500,000 | ||
Commerz Markets LLC |
$ | 2,500,000 | ||
Xxxxxxx
Xxxxx & Associates, Inc. |
$ | 2,500,000 | ||
Santander Investment Securities Inc. |
$ | 2,500,000 | ||
Loop Capital Markets LLC |
$ | 1,625,000 | ||
Xxxxxxxx Xxxxxx Van LLC |
$ | 1,550,000 | ||
Xxxxxxx Capital Markets, LLC |
$ | 1,550,000 | ||
Xxxxxx & Company |
$ | 1,550,000 | ||
Xxxxxx X. Xxxxxxx & Company, Inc. |
$ | 1,550,000 | ||
Xxxxxx Xxxxxxx & Co., Inc. |
$ | 1,550,000 | ||
CastleOak Securities, L.P. |
$ | 775,000 | ||
MFR Securities, Inc. |
$ | 775,000 | ||
Xxxxxxxxx Capital Partners, LLC |
$ | 775,000 | ||
Total |
$ | 250,000,000 |
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SCHEDULE II
TO PRICING AGREEMENT
TO PRICING AGREEMENT
Filed pursuant to Rule 433
August 3, 2010
August 3, 2010
Relating to
Preliminary Prospectus Supplement dated August 3, 2010 to
Prospectus Dated November 6, 2007
Registration Statement No. 333-147180
Preliminary Prospectus Supplement dated August 3, 2010 to
Prospectus Dated November 6, 2007
Registration Statement No. 333-147180
$250,000,000 Floating Rate Senior Notes due 2013
Final Term Sheet
August 3, 2010
Final Term Sheet
August 3, 2010
Floating Rate Senior Notes due 2013 | ||
Issuer:
|
MetLife, Inc. (“Issuer”) | |
Securities:
|
Floating Rate Senior Notes due 2013 | |
Aggregate Principal Amount:
|
$250,000,000 | |
Price to the Public:
|
100% of principal amount | |
Gross Underwriting Discount:
|
0.20% | |
Proceeds to Issuer Before Expenses:
|
$249,500,000.00 | |
Stated Maturity Date:
|
August 6, 2013 | |
Pricing Date:
|
August 3, 2010 | |
Settlement Date:
|
August 6, 2010 | |
Interest Rate:
|
Three-month LIBOR, reset quarterly on each Interest Reset Date, plus 1.25% per year. |
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“Interest Reset Date” means each Interest Payment Date, subject to the Business Day Convention (as defined below). | ||
Interest Payment Dates: |
February 6, May 6, August 6 and November 6 of each year. If any Interest Payment Date (other than the Stated Maturity Date or a Special Mandatory Redemption Date (as defined below)) is not a Business Day, that Interest Payment Date will be postponed to the next day that is a Business Day, except that if such Business Day is in the immediately succeeding calendar month, such Interest Payment Date (other than the Stated Maturity Date or a Special Mandatory Redemption Date) will be the immediately preceding Business Day (the “Business Day Convention”). If the Stated Maturity Date or a Special Mandatory Redemption Date is not a Business Day, MetLife, Inc. will pay interest and principal and premium, if any, on the next day that is a Business Day and no interest will accrue for the period from and after the Stated Maturity Date or a Special Mandatory Redemption Date. | |
“Business Day” means, with respect to the Floating Rate Senior Notes, any day other than a day on which the federal or state banking institutions in the Borough of Manhattan, The City of New York, are authorized or obligated by law, executive order or regulation to close. | ||
First Interest Payment Date: |
November 6, 2010 | |
Anticipated Ratings*: |
||
Denominations: |
$100,000 and integral multiples of $1,000 |
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in excess thereof | ||
Ranking:
|
Senior Unsecured | |
Special Mandatory Redemption:
|
If, for any reason, (i) the Acquisition is not completed on or prior to July 10, 2011, or (ii) the Stock Purchase Agreement is terminated on or prior to July 10, 2011, MetLife, Inc. will redeem all of the Floating Rate Senior Notes on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. | |
“Special Mandatory Redemption Price” means 101% of the aggregate principal amount of the Floating Rate Senior Notes together with accrued and unpaid interest to but excluding the Special Mandatory Redemption Date. | ||
“Special Mandatory Redemption Date” means the earlier to occur of (1) July 31, 2011 if the Acquisition has not been completed on or prior to July 10, 2011 or (2) the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the termination of the Stock Purchase Agreement. | ||
CUSIP/ISIN:
|
00000XXX0 / US59156RAZ10 | |
Joint Book-Running Managers:
|
Banc of America Securities LLC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. UBS Securities LLC Xxxxx Fargo Securities, LLC |
* | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
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
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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 Web site at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
Deutsche Bank Securities Inc. toll free at (000) 000-0000 or UBS Securities LLC toll free at (000)
000-0000, ext. 561-3884.
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SCHEDULE III
TO PRICING AGREEMENT
TO PRICING AGREEMENT
Underwriters
Purchase Price of Floating Rate Senior Notes due 2013: 99.800% of the
principal amount thereof
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