PRICING AGREEMENT
Exhibit 1.2
May 26, 2009
Barclays Capital Inc.
UBS Securities LLC
As Representatives of the several Underwriters
named in Schedule I hereto
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
000 Xxxxxxx 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
May 26, 2009 (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
Supplemental Indenture to be dated as of May 29, 2009, between MetLife, Inc. and The Bank of New
York Mellon Trust Company, National Association) (the “Fifteenth Supplemental Indenture”). 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 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 to follow]
| Very truly yours, METLIFE, INC. |
||||
| By: | /s/ Xxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxxxxx | |||
| Title: | Senior 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/ Xxxxxx Xxxxxx | |||
| Name: Xxxxxx Xxxxxx | ||||
| Title: Managing Director | ||||
| UBS SECURITIES LLC | ||||
By: |
/s/ Xxxxxx Xxxxxx | |||
| Name: Xxxxxx Xxxxxx | ||||
| Title: Executive Director Insurance Solutions Group UBS Investment Bank |
||||
By: |
/s/ Xxxxxxxxx Xxxxxxxxx | |||
| Name: Xxxxxxxxx Xxxxxxxxx | ||||
| Title: Director Debt Capital Markets | ||||
[Signature page to Pricing Agreement]
SCHEDULE I
| Principal Amount of $1,250,000,000 | ||||
| 6.75% Senior Notes due 2016 to | ||||
| Underwriters | be Purchased | |||
Barclays Capital Inc. |
$ | 375,000,000 | ||
UBS Securities LLC |
$ | 375,000,000 | ||
Wachovia Capital Markets, LLC |
$ | 125,375,000 | ||
ANZ Securities, Inc. |
$ | 28,375,000 | ||
BNY Mellon Capital Markets, LLC |
$ | 28,375,000 | ||
Daiwa Securities America Inc. |
$ | 28,375,000 | ||
Xxxxxxx, Xxxxx & Co. |
$ | 28,375,000 | ||
X.X. Xxxxxx Securities Inc. |
$ | 28,375,000 | ||
Mitzubishi UFJ Securities (USA), Inc. |
$ | 28,375,000 | ||
Xxxxxx Xxxxxxx & Co. Incorporated |
$ | 28,375,000 | ||
Scotia Capital (USA) Inc. |
$ | 28,375,000 | ||
SG Americas Securities, LLC |
$ | 28,375,000 | ||
Standard Chartered Bank |
$ | 28,375,000 | ||
UniCredit Capital Markets, Inc. |
$ | 28,375,000 | ||
Xxxxxxxx Xxxxxx Van, LLC |
$ | 6,250,000 | ||
Xxxxxxx Capital Markets, LLC |
$ | 6,250,000 | ||
CastleOak Securities, L.P. |
$ | 6,250,000 | ||
Xxxxxx & Company |
$ | 6,250,000 | ||
Loop Capital Markets, LLC |
$ | 6,250,000 | ||
Xxxxxx Xxxxxxx & Co. Inc. |
$ | 6,250,000 | ||
Xxxxxx X. Xxxxxxx & Company, Inc. |
$ | 6,250,000 | ||
SBK-Xxxxxx Investment Corp. |
$ | 6,250,000 | ||
Xxxxxxxxx Capital Partners, LLC |
$ | 6,250,000 | ||
The Xxxxxxxx Capital Group, L.P. |
$ | 6,250,000 | ||
Total |
$ | 1,250,000,000 | ||
Schedule I-1
SCHEDULE II
MetLife, Inc.
$1,250,000,000
6.75% Senior Notes due 2016
Final Term Sheet
May 26, 2009
Issuer:
|
MetLife, Inc. (“Issuer”) | |
Securities:
|
6.75% Senior Notes due 2016 | |
Aggregate Principal Amount:
|
$1,250,000,000 | |
Price to the Public:
|
99.763% of principal amount | |
Gross Underwriting Discount:
|
0.45% | |
Proceeds to Issuer Before Expenses:
|
$1,241,412,500 | |
Maturity Date:
|
June 1, 2016 | |
Pricing Date:
|
May 26, 2009 | |
Settlement Date:
|
May 29, 2009 | |
Interest Payment Dates:
|
Semi-annually on June 1 and December 1 of each year | |
Record Dates:
|
May 15 and November 15 of each year | |
First Interest Payment Date:
|
December 1, 2009 | |
Anticipated Ratings*:
|
A2 (Xxxxx’x) / A- (S&P) / A (Fitch) | |
Coupon:
|
6.75% | |
Benchmark Treasury:
|
UST 2.625% due April 30, 2016 | |
Spread to Benchmark Treasury:
|
T + 375 bps | |
Benchmark Treasury Price and Yield:
|
$97.406; 3.043% | |
Yield to Maturity:
|
6.793% | |
Denominations:
|
$2,000 and integral multiples of $1,000 in excess thereof | |
Ranking:
|
Senior Unsecured |
Schedule II-1
Redemption:
|
At any time and from time to time (any such date fixed for redemption, an “Optional Redemption Date”) 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, such Optional Redemption Date and the Make-Whole Redemption Amount calculated as described below. | |
Make-Whole Redemption Amount:
|
Means the sum, as calculated by the Premium Calculation Agent, of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed (not including any portion of those payments of interest accrued as of such Optional Redemption Date), discounted from their respective scheduled payment dates to the Optional Date of Redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points plus accrued and unpaid interest thereon to, but excluding, such Optional Redemption Date. | |
CUSIP/ISIN:
|
00000XXX0 / US59156RAU23 |
Capitalization Table: This capitalization table supersedes in its entirety the capitalization table
included in the preliminary prospectus supplement dated May 26, 2009.
| At March 31, 2009 | ||||||||
| Actual | As Adjusted | |||||||
| (In millions) | ||||||||
Short-term debt |
$ | 5,878 | $ | 5,878 | ||||
Long-term debt (1) |
11,042 | 12,289 | ||||||
Collateral financing arrangements |
5,242 | 5,242 | ||||||
Junior subordinated debt securities |
2,691 | 2,691 | ||||||
Total debt |
24,853 | 26,100 | ||||||
Stockholders’ Equity: |
||||||||
MetLife, Inc.’s stockholders’ equity: |
||||||||
Preferred stock, at par value |
1 | 1 | ||||||
Common stock, at par value |
8 | 8 | ||||||
Additional paid-in capital |
16,860 | 16,860 | ||||||
Retained earnings |
21,829 | 21,829 | ||||||
Treasury stock, at cost |
(230 | ) | (230 | ) | ||||
Accumulated other comprehensive loss |
(15,358 | ) | (15,358 | ) | ||||
Total MetLife, Inc.’s stockholders’ equity |
23,110 | 23,110 | ||||||
Noncontrolling interests |
319 | 319 | ||||||
Total capitalization |
$ | 48,282 | $ | 49,529 | ||||
| (1) | Adjusted for $1,247 million of gross proceeds from the offering of $1,250 million aggregate principal amount of 6.75% Senior Notes due 2016. The related amounts of $5.625 million to be paid as underwriting discount and $0.589 million of other expenses, including legal, accounting and printing fees, will be capitalized and amortized to June 2016. |
Joint Bookrunners: (60%)
|
Barclays Capital Inc. | |
| UBS Securities LLC |
Schedule II-2
Joint Lead: (10%)
|
Wachovia Capital Markets, LLC | |
Senior Co-Managers: (25%)
|
ANZ Securities, Inc., BNY Mellon Capital Markets, LLC, Daiwa Securities America Inc., Xxxxxxx, Xxxxx & Co., X.X. Xxxxxx Securities Inc., Mitsubishi UFJ Securities (USA), Inc., Xxxxxx Xxxxxxx & Co. Incorporated, Scotia Capital (USA) Inc., SG Americas Securities, LLC, Standard Chartered Bank, UniCredit Capital Markets, Inc. | |
Junior Co-Managers: (5%)
|
Xxxxxxxx Xxxxxx Van, LLC, Xxxxxxx Capital Markets, LLC, CastleOak Securities, L.P., Xxxxxx & Company, Loop Capital Markets, LLC, Xxxxxx Xxxxxxx & Co. Inc., Xxxxxx X. Xxxxxxx & Company, Inc., SBK-Xxxxxx Investment Corp., The Xxxxxxxx Capital Group, L.P., Xxxxxxxxx Capital Partners, 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. |
Schedule II-3
