ACE INA HOLDINGS INC. (a Delaware corporation) Debt Securities Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by ACE LIMITED TERMS AGREEMENT
Exhibit 1.2
ACE INA HOLDINGS INC.
(a Delaware corporation)
(a Delaware corporation)
Debt Securities
Unconditionally Guaranteed as to Payment of
Principal, Premium, if any, and Interest by
Principal, Premium, if any, and Interest by
ACE LIMITED
TERMS AGREEMENT
November 18, 2010
To: | ACE INA HOLDINGS INC. 000 Xxxxxx Xxxxxx, XX00X Xxxxxxxxxxxx, XX 00000 |
|
ACE LIMITED Xxxxxxxxxx 00, Xxxxxx, Xxxxxxxxxxx CH-8001 |
Ladies and Gentlemen:
We understand that ACE INA Holdings Inc., a Delaware company (the “Company”), proposes to
issue and sell $700,000,000 aggregate principal amount of its senior debt securities (the
“Underwritten Securities”), which will be unconditionally guaranteed as to payment of principal,
premium, if any, and interest by ACE Limited, a Swiss company. Subject to the terms and conditions
set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”)
offer to purchase, severally and not jointly, the principal amount of Underwritten Securities
opposite their names set forth below at the purchase price set forth below.
1
Principal Amount of | ||||||||
Underwriter | Percentage | Underwritten Securities | ||||||
Xxxxxx Xxxxxxx & Co. Incorporated |
26.20 | % | $ | 183,400,000 | ||||
Deutsche Bank Securities Inc. |
21.43 | % | $ | 150,010,000 | ||||
Xxxxx Fargo Securities, LLC |
21.43 | % | $ | 150,010,000 | ||||
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated |
4.76 | % | $ | 33,320,000 | ||||
Citigroup Global Markets Inc. |
4.76 | % | $ | 33,320,000 | ||||
X.X. Xxxxxx Securities LLC |
4.76 | % | $ | 33,320,000 | ||||
ANZ Securities, Inc. |
2.38 | % | $ | 16,660,000 | ||||
Barclays Capital Inc. |
2.38 | % | $ | 16,660,000 | ||||
BNP Paribas Securities Corp. |
2.38 | % | $ | 16,660,000 | ||||
HSBC Securities (USA) Inc. |
2.38 | % | $ | 16,660,000 | ||||
ING Financial Markets LLC |
2.38 | % | $ | 16,660,000 | ||||
Lloyds TSB Bank plc. |
2.38 | % | $ | 16,660,000 | ||||
RBS Securities Inc. |
2.38 | % | $ | 16,660,000 | ||||
Total: |
100 | % | $ | 700,000,000 | ||||
The Underwritten Securities shall have the following terms:
Title:
|
2.60% Senior Notes due 2015 | |
Rank:
|
Senior Debt | |
Aggregate principal amount:
|
$700,000,000 | |
Denomination:
|
$2,000 and integral multiples of $1,000 in excess thereof | |
Currency of payment:
|
United States Dollars | |
Interest rate or formula
|
2.60% per annum | |
Interest payment dates:
|
Each May 23 and November 23, commencing on May 23, 2011 | |
Regular record dates:
|
Each May 8 and November 8 | |
Stated maturity date:
|
November 23, 2015 | |
Redemption provisions:
|
As disclosed in the Company’s Prospectus Supplement dated November 18, 2010 to Prospectus dated December 15, 2008 | |
Sinking fund requirements:
|
None | |
Conversion or exchange provisions:
|
None | |
Listing requirements:
|
None | |
Black-out provisions:
|
None | |
Fixed or Variable Price Offering:
|
Fixed Price Offering | |
Initial public offering price:
|
99.907% of the principal amount, plus accrued interest, if any, from November 23, 2010 | |
Purchase price:
|
99.307% of the principal amount | |
Form:
|
Global certificate representing the Underwritten Securities registered in the name of Cede & Co., as nominee of the Depository Trust Company |
2
Applicable Time:
|
2:45 P.M. | |
Other terms and conditions:
|
The Underwritten Securities will be issued under an indenture dated as of August 1, 1999, among the Company, the Guarantor and The Bank of New York Mellon (formerly known as The Bank of New York Trust Company, N.A., as successor to X.X. Xxxxxx Trust Company, National Association and The First National Bank of Chicago), as trustee (the “Senior Indenture”). All references in the Underwriting Agreement (as defined below) to the “applicable Indenture” shall be deemed to refer to the Senior Indenture. | |
Settlement date:
|
T+3 (November 23, 2010) | |
Closing date and location:
|
November 23, 2010; Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 |
Notices: Notice to the Underwriters shall be directed to the Representative(s) c/o:
Xxxxxx Xxxxxxx & Co. Incorporated
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Investment Banking Division
Phone: (000) 000-0000
Fascimile: (000) 000-0000
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Investment Banking Division
Phone: (000) 000-0000
Fascimile: (000) 000-0000
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Debt Capital Markets Syndicate
Facsimile: (000) 000-0000
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Debt Capital Markets Syndicate
Facsimile: (000) 000-0000
Xxxxx Fargo Securities, LLC
000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Transaction Management
000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Transaction Management
All of the provisions contained in the document attached as Annex I hereto entitled “ACE INA
HOLDINGS INC.—Senior and Subordinated Debt Securities — Unconditionally Guaranteed as to Payment
of Principal, Premium, if any, and Interest by ACE LIMITED —Underwriting Agreement” (the
“Underwriting Agreement”) are hereby incorporated by reference in their entirety herein and shall
be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been
set forth in full herein. Terms defined in such document are used herein as therein defined.
This Agreement shall be governed by and construed in accordance with the laws of the State of
New York.
3
Please accept this offer no later than 2:45 o’clock P.M. (New York City time) on November 18,
2010 by signing a copy of this Terms Agreement in the space set forth below and returning the
signed copy to us.
4
Very truly yours, XXXXXX XXXXXXX & CO. INCORPORATED |
||||
By | /s/ Yurij Slyz | |||
Name: | Yurij Slyz | |||
Title: | Executive Director | |||
DEUTSCHE BANK SECURITIES INC. |
||||
By | /s/ Xxxx Xxxxx | |||
Name: | Xxxx Xxxxx | |||
Title: | Managing Director | |||
By | /s/ Xxxx Xxxxxxxxx | |||
Name: | Xxxx Xxxxxxxxx | |||
Title: | Director | |||
XXXXX FARGO SECURITIES, LLC |
||||
By | /s/ Xxxxxxx Xxxxxx | |||
Name: | Xxxxxxx Xxxxxx | |||
Title: | Director | |||
Acting on behalf of themselves and as Representatives of the other named Underwriters. |
Accepted: ACE INA HOLDINGS INC. |
||||
By | /s/ Xxx Xxxxxxx | |||
Name: | Xxx Xxxxxxx | |||
Title: | Chief Financial Officer and Treasurer | |||
ACE LIMITED |
||||
By | /s/ Xxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxxx | |||
Title: | Chief Financial Officer | |||
[TERMS AGREEMENT SIGNATURE PAGE]
Schedule I
ISSUER FREE WRITING PROSPECTUS
Final Term Sheet dated November 18, 2010 (attached hereto as Schedule II)
Schedule II
ACE INA HOLDINGS INC.
FINAL TERM SHEET
Annex I
UNDERWRITING AGREEMENT