PRICING AGREEMENT
Exhibit 1.2
EXECUTION VERSION
November 7, 2013
Barclays Capital Inc.
Xxxxxxx, Xxxxx & Co.
UBS Securities LLC
Xxxxx Fargo 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 Goldman, Xxxxx & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o UBS Securities LLC
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
c/o Wells Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxx, XX 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 November 7, 2013 (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 Twenty-Fourth Supplemental Indenture to be dated November 13, 2013, 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]
2
| Very truly yours, | ||
| METLIFE, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: Xxxxxxx X. Xxxxx | ||
| Title: Senior 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/ Xxxxxx X. Xxxxxx | |
| Name: Xxxxxx X. Xxxxxx | ||
| Title: Managing Director | ||
[Signature page to Senior Notes Pricing Agreement]
| XXXXXXX, XXXXX & CO. | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Vice President | ||
[Signature page to Senior Notes Pricing Agreement]
| UBS SECURITIES LLC | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: Xxxxxx Xxxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx Xxxxx | |
| Name: Xxxxx Xxxxx | ||
| Title: Associate Director | ||
[Signature page to Senior Notes Pricing Agreement]
| XXXXX FARGO SECURITIES, LLC | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: Xxxxxxx Xxxxxx | ||
| Title: Director | ||
[Signature page to Senior Notes Pricing Agreement]
SCHEDULE I
| Underwriters | Principal Amount of $1,000,000,000 4.875% Senior Notes due 2043 to be Purchased |
|||
| Barclays Capital Inc. |
$ | 217,500,000 | ||
| Xxxxxxx, Xxxxx & Co. |
$ | 217,500,000 | ||
| UBS Securities LLC |
$ | 217,500,000 | ||
| Xxxxx Fargo Securities, LLC |
$ | 217,500,000 | ||
| Credit Agricole Securities (USA) Inc. |
$ | 10,000,000 | ||
| ING Financial Markets LLC |
$ | 10,000,000 | ||
| Lloyds Securities Inc. |
$ | 10,000,000 | ||
| Nomura Securities International, Inc. |
$ | 10,000,000 | ||
| PNC Capital Markets LLC |
$ | 10,000,000 | ||
| Santander Investment Securities Inc. |
$ | 10,000,000 | ||
| SG Americas Securities, LLC |
$ | 10,000,000 | ||
| Standard Chartered Bank |
$ | 10,000,000 | ||
| UniCredit Capital Markets LLC |
$ | 10,000,000 | ||
| The Xxxxxxxx Capital Group |
$ | 10,000,000 | ||
| Xxxxxxx Capital Markets, LLC |
$ | 6,000,000 | ||
| X.X. Xxxx & Associates, Inc. |
$ | 6,000,000 | ||
| Xxxxxx Xxxxxxxx, LLC |
$ | 6,000,000 | ||
| Lebenthal & Co., LLC |
$ | 6,000,000 | ||
| Xxxxxx Xxxxxxx & Co., Inc. |
$ | 6,000,000 | ||
| Total |
$ | 1,000,000,000 | ||
SI-1
SCHEDULE II
Filed pursuant to Rule 433
November 7, 2013
Relating to
Preliminary Prospectus Supplement dated November 7, 2013 to
Prospectus dated November 30, 2010
Registration Statement No. 333-170876
MetLife, Inc.
$1,000,000,000 4.875% Senior Notes due 2043
Final Term Sheet
November 7, 2013
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 4.875% Senior Notes due 2043 | |
| Aggregate Principal Amount: | $1,000,000,000 | |
| Price to the Public: | 99.376% of principal amount plus accrued interest, if any, from November 13, 2013 | |
| Gross Underwriting Discount: | 0.875% | |
| Proceeds to Issuer Before Expenses: | $985,010,000 | |
| Maturity Date: | November 13, 2043 | |
| Pricing Date: | November 7, 2013 | |
| Settlement Date: | November 13, 2013 | |
| Interest Payment Dates: | Semi-annually on May 13 and November 13 of each year | |
SII-1
| First Interest Payment Date: | May 13, 2014 | |
| Coupon: | 4.875% | |
| Benchmark Treasury: | UST 2.875% due May 15, 2043 | |
| Spread to Benchmark Treasury: | T + 115 bps | |
| Benchmark Treasury Price and Yield: | $84-07; 3.765% | |
| Yield to Maturity: | 4.915% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Redemption: | The Senior Notes will be redeemable at MetLife, Inc.’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 + 20 bps. | |
| CUSIP/ISIN: | 59156R BG2 / US59156RBG20 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Xxxxxxx, Xxxxx & Co. UBS Securities LLC Xxxxx Fargo Securities, 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 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 (000) 000-0000, Xxxxxxx, Sachs & Co. toll free at 0-000-000-0000, UBS Securities LLC toll free at (000) 000-0000, extension 561-3884, or Xxxxx Fargo Securities, LLC toll free at 0-000-000-0000.
SII-2
SCHEDULE III
Underwriters Purchase Price of 4.875% Senior Notes due 2043: 98.501% of the principal amount thereof
Closing Date: November 13, 2013
SIII-1
