PRICING AGREEMENT
Exhibit 1.2
April 7, 2014
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Barclays Capital Inc.
Deutsche Bank Securities Inc.
X.X. Xxxxxx Securities LLC
Xxxxxx Xxxxxxx & Co. LLC
As Representatives of the several Underwriters
named in Schedule I hereto
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxx Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o Morgan Xxxxxxx & Co. LLC
0000 Xxxxxxxx
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 April 7, 2014 (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”).
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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-Fifth Supplemental Indenture to be dated April 10, 2014, 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: | Senior Vice President and Treasurer | |||
| Accepted as of the date hereof | ||||
| on behalf of each of the Underwriters: | ||||
| XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED | ||||
| By: | /s/ Xxxxxxx Xxxxxx | |||
| Name: | Xxxxxxx Xxxxxx | |||
| Title: | Managing Director | |||
[Signature page to Senior Notes Pricing Agreement]
| BARCLAYS CAPITAL INC. | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
[Signature page to Senior Notes Pricing Agreement]
| DEUTSCHE BANK SECURITIES INC. | ||||
| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxx Xxxxxxx | |||
| Name: | Xxxx Xxxxxxx | |||
| Title: | Director | |||
[Signature page to Senior Notes Pricing Agreement]
| X.X. XXXXXX SECURITIES LLC | ||||
| By: | /s/ Som Xxxxxxxxxxxxx | |||
| Name: | Som Xxxxxxxxxxxxx | |||
| Title: | Vice President | |||
[Signature page to Senior Notes Pricing Agreement]
| XXXXXX XXXXXXX & CO. LLC | ||||
| By: | /s/ Yurij Slyz | |||
| Name: | Yurij Slyz | |||
| Title: | Executive Director | |||
[Signature page to Senior Notes Pricing Agreement]
SCHEDULE I
| Underwriters | Principal Amount of $1,000,000,000 3.600% Senior Notes due 2024 to be Purchased |
|||
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
$ | 170,000,000 | ||
| Barclays Capital Inc. |
170,000,000 | |||
| Deutsche Bank Securities Inc. |
170,000,000 | |||
| X.X. Xxxxxx Securities LLC |
170,000,000 | |||
| Xxxxxx Xxxxxxx & Co. LLC |
170,000,000 | |||
| BNP Paribas Securities Corp. |
30,000,000 | |||
| HSBC Securities (USA) Inc. |
30,000,000 | |||
| Mizuho Securities USA Inc. |
30,000,000 | |||
| SMBC Nikko Securities America, Inc. |
30,000,000 | |||
| U.S. Bancorp Investments, Inc. |
30,000,000 | |||
|
|
|
|||
| Total |
$ | 1,000,000,000 | ||
[Signature page to Senior Notes Pricing Agreement]
SCHEDULE II
Filed pursuant to Rule 433
April 7, 2014
Relating to
Preliminary Prospectus Supplement dated April 7, 2014 to
Prospectus dated November 15, 2013
Registration Statement No. 333-192366
MetLife, Inc.
$1,000,000,000 3.600% Senior Notes due 2024
Final Term Sheet
April 7, 2014
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 3.600% Senior Notes due 2024 | |
| Aggregate Principal Amount: | $1,000,000,000 | |
| Price to the Public: | 99.992% of principal amount plus accrued interest, if any, from April 10, 2014 | |
| Gross Underwriting Discount: | 0.45% | |
| Proceeds to Issuer Before Expenses: | $995,420,000 | |
| Maturity Date: | April 10, 2024 | |
| Pricing Date: | April 7, 2014 | |
| Settlement Date: | April 10, 2014 | |
| Interest Payment Dates: | Semi-annually on April 10 and October 10 of each year | |
SII-1
| First Interest Payment Date: | October 10, 2014 | |
| Coupon: | 3.600% | |
| Benchmark Treasury: | UST 2.75% due February 15, 2024 | |
| Spread to Benchmark Treasury: | T + 90 bps | |
| Benchmark Treasury Price and Yield: | 100-13+; 2.701% | |
| Yield to Maturity: | 3.601% | |
| 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 + 15 bps. | |
| CUSIP/ISIN: | 59156R BH0 / US59156RBH03 | |
| Joint Book-Running Managers: | Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Deutsche Bank Securities Inc. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC | |
| Co-Managers: | BNP Paribas Securities Corp. HSBC Securities (USA) Inc. Mizuho Securities USA Inc. SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. | |
SII-2
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 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll free at (000) 000-0000, Barclays Capital Inc. toll free at (000) 000-0000, Deutsche Bank Securities Inc. toll free at (000) 000-0000, X.X. Xxxxxx Securities LLC collect at (000) 000-0000, or Xxxxxx Xxxxxxx & Co. LLC at (000) 000-0000.
SII-3
SCHEDULE III
Underwriters Purchase Price of 3.600% Senior Notes due 2024: 99.542% of the principal amount thereof
Closing Date: April 10, 2014
Addresses for Notices, etc. to the Representatives:
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
00 Xxxxxxxxxxx Xxxxx, XX0-000-00-00
Xxx Xxxx, XX 00000
Attention: High Grade Debt Capital Markets Transaction Management/Legal
Fax: (000) 000-0000
Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Syndicate Registration
Fax: (000) 000-0000
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Debt Capital Markets Syndicate
Fax: (000) 000-0000, with a copy to General Counsel, Fax: (000) 000-0000
X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Investment Grade Syndicate Desk – 3rd Floor
Fax: (000) 000-0000
Xxxxxx Xxxxxxx & Co. LLC
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Investment Banking Division
Fax: (000) 000-0000
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