PRICING AGREEMENT
Exhibit 1.2
March 2, 2015
Barclays Capital Inc.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Credit Suisse Securities (USA) LLC
UBS Securities LLC
As Representatives of the several Underwriters
named in Schedule I hereto
c/o Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
00 Xxxxxxxxxxx Xxxxx
XX0-000-00-00
Xxx Xxxx, Xxx Xxxx 00000
c/o Credit Suisse Securities (USA) LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o UBS Securities LLC
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 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 March 2, 2015 (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
1
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, as applicable, the Twenty-Sixth Supplemental Indenture and Twenty-Seventh Supplemental Indenture, each to be dated March 5, 2015, 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 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, 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 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/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Executive Vice President and Treasurer | ||
[Signature page to Senior Notes Pricing Agreement]
Accepted as of the date hereof
on behalf of each of the Underwriters:
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Managing Director | ||
[Signature page to Senior Notes Pricing Agreement]
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Managing Director | ||
[Signature page to Senior Notes Pricing Agreement]
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Director | ||
[Signature page to Senior Notes Pricing Agreement]
| UBS SECURITIES LLC | ||
| By: | /s/ Xxxxxx Xxxxxxxx | |
| Name: Xxxxxx Xxxxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | ||
| Title: Associate Director | ||
[Signature page to Senior Notes Pricing Agreement]
SCHEDULE I
| Underwriters |
Principal Amount of $500,000,000 | |
| Barclays Capital Inc. |
$100,000,000 | |
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
100,000,000 | |
| Credit Suisse Securities (USA) LLC |
100,000,000 | |
| UBS Securities LLC |
100,000,000 | |
| BNP Paribas Securities Corp. |
10,000,000 | |
| Commerz Markets LLC |
10,000,000 | |
| HSBC Securities (USA) LLC |
10,000,000 | |
| ING Financial Markets LLC |
10,000,000 | |
| Santander Investment Securities Inc. |
10,000,000 | |
| Scotia Capital (USA) Inc. |
10,000,000 | |
| SG Americas Securities, LLC |
10,000,000 | |
| SMBC Nikko Securities America, Inc. |
10,000,000 | |
| Standard Chartered Bank |
10,000,000 | |
| TD Securities (USA) LLC |
10,000,000 | |
|
| ||
| Total |
$500,000,000 |
| Underwriters |
Principal Amount of $1,000,000,000 | |
| Barclays Capital Inc. |
$200,000,000 | |
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
200,000,000 | |
| Credit Suisse Securities (USA) LLC |
200,000,000 | |
| UBS Securities LLC |
200,000,000 | |
| BNP Paribas Securities Corp. |
20,000,000 | |
| Commerz Markets LLC |
20,000,000 | |
| HSBC Securities (USA) LLC |
20,000,000 | |
| ING Financial Markets LLC |
20,000,000 | |
| Santander Investment Securities Inc. |
20,000,000 | |
| Scotia Capital (USA) Inc. |
20,000,000 | |
| SG Americas Securities, LLC |
20,000,000 | |
| SMBC Nikko Securities America, Inc. |
20,000,000 | |
| Standard Chartered Bank |
20,000,000 | |
| TD Securities (USA) LLC |
20,000,000 | |
|
| ||
| Total |
$1,000,000,000 |
SI-1
SCHEDULE II
Filed pursuant to Rule 433
March 2, 2015
Relating to
Preliminary Prospectus Supplement dated March 2, 2015 to
Prospectus dated November 15, 2013
Registration Statement No. 333-192366
$500,000,000 3.000% Senior Notes due 2025
$1,000,000,000 4.050% Senior Notes due 2045
Final Term Sheet
March 2, 2015
| $500,000,000 3.000% Senior Notes due 2025 | ||
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 3.000% Senior Notes due 2025 (the “2025 Senior Notes”) | |
| Aggregate Principal Amount: | $500,000,000 | |
| Price to the Public: | 99.428% of principal amount plus accrued interest, if any, from March 5, 2015 | |
| Gross Underwriting Discount: | 0.450% | |
| Proceeds to Issuer Before Expenses: | $494,890,000 | |
| Maturity Date: | March 1, 2025 | |
| Pricing Date: | Xxxxx 0, 0000 | |
| Xxxxxxxxxx Date: | Xxxxx 0, 0000 | |
XXX-0
| Interest Payment Dates: | Semi-annually on March 1 and September 1 of each year | |
| First Interest Payment Date: | September 1, 2015 | |
| Coupon: | 3.000% | |
| Benchmark Treasury: | UST 2.000% due February 15, 2025 | |
| Spread to Benchmark Treasury: | T + 98 bps | |
| Benchmark Treasury Price and Yield: | 99-07; 2.087% | |
| Yield to Maturity: | 3.067% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Redemption: | The Senior Notes will be redeemable at the Issuer’s option, in whole or in part, at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest to, but excluding, the date fixed for redemption and the Make-Whole Redemption Amount calculated as described in the preliminary prospectus supplement at the rate of T + 15 bps. | |
| CUSIP/ISIN: | 59156R BM9 / US59156RBM97 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Securities LLC | |
| Co-Managers: | BNP Paribas Securities Corp. Commerz Markets LLC HSBC Securities (USA) Inc. ING Financial Markets LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank TD Securities (USA) LLC | |
SII-2
| $1,000,000,000 4.050% Senior Notes due 2045 | ||
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 4.050% Senior Notes due 2045 (the “2045 Senior Notes”) | |
| Aggregate Principal Amount: | $1,000,000,000 | |
| Price to the Public: | 99.501% of principal amount plus accrued interest, if any, from March 5, 2015 | |
| Gross Underwriting Discount: | 0.875% | |
| Proceeds to Issuer Before Expenses: | $986,260,000 | |
| Maturity Date: | March 1, 2045 | |
| Pricing Date: | Xxxxx 0, 0000 | |
| Xxxxxxxxxx Date: | March 5, 2015 | |
| Interest Payment Dates: | Semi-annually on March 1 and September 1 of each year | |
| First Interest Payment Date: | September 1, 2015 | |
| Coupon: | 4.050% | |
| Benchmark Treasury: | UST 3.000% due November 15, 2044 | |
| Spread to Benchmark Treasury: | T + 140 bps | |
SII-3
| Benchmark Treasury Price and Yield: | 106-17+; 2.679% | |
| Yield to Maturity: | 4.079% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Redemption: | The Senior Notes will be redeemable at the Issuer’s option, in whole or in part, at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest to, but excluding, the date fixed for redemption and the Make-Whole Redemption Amount calculated as described in the preliminary prospectus supplement at the rate of T + 25 bps. | |
| CUSIP/ISIN: | 59156R BN7 / US59156RBN70 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Credit Suisse Securities (USA) LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated UBS Securities LLC | |
| Co-Managers: | BNP Paribas Securities Corp. Commerz Markets LLC HSBC Securities (USA) Inc. ING Financial Markets LLC Santander Investment Securities Inc. Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. Standard Chartered Bank TD Securities (USA) LLC | |
SII-4
The offering of the 2025 Senior Notes is not conditioned on the completion of the offering of the 2045 Senior Notes, and vice versa. The Issuer may sell the 2025 Senior Notes or the 2045 Senior Notes or both.
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 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 Barclays Capital Inc. toll free at 0-000-000-0000, Credit Suisse Securities (USA) LLC at 1-800-221-1037, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated at 1-800-294-1322 or UBS Securities LLC at 0-000-000-0000 extension 561-3884.
SII-5
SCHEDULE III
Underwriters Purchase Price of 3.000% Senior Notes due 2025: 98.978% of the principal amount thereof
Underwriters Purchase Price of 4.050% Senior Notes due 2045: 98.626% of the principal amount thereof
Closing Date: Xxxxx 0, 0000
Xxxxxxxxx for Notices, etc. to the Representatives:
Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Syndicate Registration
Fax: (000) 000-0000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
00 Xxxxxxxxxxx Xxxxx
XX0-000-00-00
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
Attention: High Grade Transaction Management/Legal
Credit Suisse Securities (USA) LLC
Eleven Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: LCD-IBD
UBS Securities LLC
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax: (000) 000-0000
Attention: Fixed Income Syndicate
SII-6
