PRICING AGREEMENT
Exhibit 1.4
August 3, 2010
Deutsche Bank Securities Inc.
UBS Securities LLC
Banc of America Securities LLC
Credit Suisse Securities (USA) LLC
HSBC Securities (USA) Inc.
Xxxxx Fargo Securities, LLC
As Representatives of the several Underwriters
named in Schedule I hereto
UBS Securities LLC
Banc of America Securities LLC
Credit Suisse Securities (USA) LLC
HSBC Securities (USA) Inc.
Xxxxx Fargo Securities, LLC
As Representatives of the several Underwriters
named in Schedule I hereto
c/o Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
00 Xxxx 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
August 3, 2010 (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
Sixteenth Supplemental Indenture, the Seventeenth Supplemental Indenture and the Eighteenth
Supplemental Indenture, each to be dated as of August 6, 2010, 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
1
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 follow]
2
| Very truly yours,
|
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Senior Vice President and Treasurer | |||
[Signature page to Fixed Rate Senior Notes Pricing Agreement]
| Accepted as of the date hereof | ||||
| on behalf of each of the Underwriters: | ||||
| DEUTSCHE BANK SECURITIES INC. | ||||
By: |
/s/ Xxxx Xxxxx | |||
| Title: Managing Director | ||||
By: |
/s/ Xxxx Xxxxxxxxx | |||
| Title: Director | ||||
[Signature page to Fixed Rate Senior Notes Pricing Agreement]
| UBS SECURITIES LLC | ||||
By: |
/s/ Xxxxxx Xxxxxx | |||
| Title: Managing Director | ||||
By: |
/s/ Xxxxxxxxx Xxxxxxxxx | |||
| Title: Executive Director | ||||
[Signature page to Fixed Rate Senior Notes Pricing Agreement]
| BANC OF AMERICA SECURITIES LLC | ||||
By: |
/s/ Xxxx Xxxxxx | |||
| Title: Managing Director | ||||
[Signature page to Fixed Rate Senior Notes Pricing Agreement]
| CREDIT SUISSE SECURITIES (USA) LLC | ||||
By: |
/s/ Xxxxxxx Xxxxxx | |||
| Title: Managing Director | ||||
[Signature page to Fixed Rate Senior Notes Pricing Agreement]
| HSBC SECURITIES (USA) INC. | ||||
By: |
/s/ Xxxxx X. Xxxxx | |||
| Title: Senior Vice President | ||||
[Signature page to Fixed Rate Senior Notes Pricing Agreement]
| XXXXX FARGO SECURITIES, LLC | ||||
By: |
/s/ Xxxxxxx Xxxxxx | |||
| Title: Director | ||||
[Signature page to Fixed Rate Senior Notes Pricing Agreement]
SCHEDULE I
TO PRICING AGREEMENT
TO PRICING AGREEMENT
| Principal Amount of | Principal Amount of | Principal Amount of | ||||||||||
| $1,000,000,000 2.375% | $1,000,000,000 4.750% | $750,000,000 5.875% | ||||||||||
| Senior Notes due 2014 to | Senior Notes due 2021 to | Senior Notes due 2041 to | ||||||||||
| Underwriters | be Purchased | be Purchased | be Purchased | |||||||||
Deutsche Bank Securities Inc. |
$ | 126,000,000 | $ | 126,000,000 | $ | 94,500,000 | ||||||
UBS Securities LLC |
$ | 126,000,000 | $ | 126,000,000 | $ | 94,500,000 | ||||||
Banc of America Securities LLC |
$ | 126,000,000 | $ | 126,000,000 | $ | 94,500,000 | ||||||
HSBC Securities (USA) Inc. |
$ | 126,000,000 | $ | 126,000,000 | $ | 94,500,000 | ||||||
Xxxxx Fargo Securities, LLC |
$ | 126,000,000 | $ | 126,000,000 | $ | 94,500,000 | ||||||
Credit Suisse Securities (USA) LLC |
$ | 63,000,000 | $ | 63,000,000 | $ | 47,250,000 | ||||||
BNP Paribas Securities Corp. |
$ | 21,750,000 | $ | 21,750,000 | $ | 16,350,000 | ||||||
Credit Agricole Securities (USA) Inc. |
$ | 21,750,000 | $ | 21,750,000 | $ | 16,350,000 | ||||||
RBS Securities Inc. |
$ | 21,750,000 | $ | 21,750,000 | $ | 16,275,000 | ||||||
SG Americas Securities, LLC |
$ | 21,750,000 | $ | 21,750,000 | $ | 16,275,000 | ||||||
PNC Capital Markets LLC |
$ | 15,000,000 | $ | 15,000,000 | $ | 11,250,000 | ||||||
Scotia Capital (USA) Inc. |
$ | 15,000,000 | $ | 15,000,000 | $ | 11,250,000 | ||||||
Standard Chartered Bank |
$ | 15,000,000 | $ | 15,000,000 | $ | 11,250,000 | ||||||
Nikko Bank
(Luxembourg) S.A. |
$ | 15,000,000 | $ | 15,000,000 | $ | 11,250,000 | ||||||
UniCredit Capital Markets, Inc. |
$ | 15,000,000 | $ | 15,000,000 | $ | 11,250,000 | ||||||
U.S. Bank, National Association |
$ | 15,000,000 | $ | 15,000,000 | $ | 11,250,000 | ||||||
The Xxxxxxxx Capital Group, L.P. |
$ | 13,000,000 | $ | 13,000,000 | $ | 9,750,000 | ||||||
ANZ Securities, Inc. |
$ | 10,000,000 | $ | 10,000,000 | $ | 7,500,000 | ||||||
BNY Mellon Capital Markets, LLC |
$ | 10,000,000 | $ | 10,000,000 | $ | 7,500,000 | ||||||
Mitsubishi UFJ Securities (USA), Inc. |
$ | 10,000,000 | $ | 10,000,000 | $ | 7,500,000 | ||||||
Lloyds TSB Bank plc |
$ | 10,000,000 | $ | 10,000,000 | $ | 7,500,000 | ||||||
Commerz Markets LLC |
$ | 10,000,000 | $ | 10,000,000 | $ | 7,500,000 | ||||||
Xxxxxxx Xxxxx & Associates, Inc. |
$ | 10,000,000 | $ | 10,000,000 | $ | 7,500,000 | ||||||
Santander Investment Securities Inc. |
$ | 10,000,000 | $ | 10,000,000 | $ | 7,500,000 | ||||||
Loop Capital Markets LLC |
$ | 6,500,000 | $ | 6,500,000 | $ | 4,875,000 | ||||||
Xxxxxxxx Xxxxxx Van LLC |
$ | 6,250,000 | $ | 6,250,000 | $ | 4,725,000 | ||||||
Xxxxxxx Capital Markets, LLC |
$ | 6,250,000 | $ | 6,250,000 | $ | 4,725,000 | ||||||
Xxxxxx & Company |
$ | 6,250,000 | $ | 6,250,000 | $ | 4,650,000 | ||||||
Xxxxxx X.
Xxxxxxx & Company, Inc. |
$ | 6,250,000 | $ | 6,250,000 | $ | 4,650,000 | ||||||
Xxxxxx Xxxxxxx & Co., Inc. |
$ | 6,200,000 | $ | 6,200,000 | $ | 4,650,000 | ||||||
CastleOak Securities, L.P. |
$ | 3,100,000 | $ | 3,100,000 | $ | 2,325,000 | ||||||
MFR Securities, Inc. |
$ | 3,100,000 | $ | 3,100,000 | $ | 2,325,000 | ||||||
Xxxxxxxxx Capital Partners, LLC |
$ | 3,100,000 | $ | 3,100,000 | $ | 2,325,000 | ||||||
Total |
$ | 1,000,000,000 | $ | 1,000,000,000 | $ | 750,000,000 | ||||||
SI-1
SCHEDULE II
TO PRICING AGREEMENT
TO PRICING AGREEMENT
Filed pursuant to Rule 433
August 3, 2010
August 3, 2010
Relating to
Preliminary Prospectus Supplement dated August 3, 2010 to
Prospectus dated November 6, 2007
Registration Statement No. 333-147180
Preliminary Prospectus Supplement dated August 3, 2010 to
Prospectus dated November 6, 2007
Registration Statement No. 333-147180
$1,000,000,000 2.375% Senior Notes due 2014
$1,000,000,000 4.750% Senior Notes due 2021
$750,000,000 5.875% Senior Notes due 2041
Final Term Sheet
August 3, 2010
$1,000,000,000 4.750% Senior Notes due 2021
$750,000,000 5.875% Senior Notes due 2041
Final Term Sheet
August 3, 2010
2.375% Senior Notes due 2014
Issuer:
|
MetLife, Inc. (“Issuer”) | |
Securities:
|
2.375% Senior Notes due 2014 | |
Aggregate Principal Amount:
|
$1,000,000,000 | |
Price to the Public:
|
99.867% of principal amount plus accrued interest, if any, from August 6, 2010 | |
Gross Underwriting Discount:
|
0.20% | |
Proceeds to Issuer Before Expenses:
|
$996,670,000.00 | |
Maturity Date:
|
February 6, 2014 | |
Pricing Date:
|
August 3, 2010 | |
Settlement Date:
|
August 6, 2010 |
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Interest Payment Dates:
|
Semi-annually on February 6 and August 6 of each year | |
First Interest Payment Date:
|
February 6, 2011 | |
Anticipated Ratings*:
|
||
Coupon:
|
2.375% | |
Benchmark Treasury:
|
UST 1% due July 15, 2013 | |
Spread to Benchmark Treasury:
|
T + 162.5 bps | |
Benchmark Treasury Price and Yield:
|
$100-19+; 0.790% | |
Yield to Maturity:
|
2.415% | |
Denominations:
|
$100,000 and integral multiples of $1,000 in excess thereof | |
Ranking:
|
Senior Unsecured | |
Redemption:
|
The 2014 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 + 25 bps. | |
Special Mandatory Redemption:
|
If, for any reason, (i) the Acquisition is not completed on or prior to July 10, 2011, or (ii) the Stock Purchase Agreement is terminated on or prior to July 10, 2011, MetLife, Inc. will redeem all of the 2014 Senior Notes on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. | |
| “Special Mandatory Redemption Price” means 101% of the aggregate principal |
SII-2
| amount of the 2014 Senior Notes together with accrued and unpaid interest to but excluding the Special Mandatory Redemption Date. | ||
| “Special Mandatory Redemption Date” means the earlier to occur of (1) July 31, 2011 if the Acquisition has not been completed on or prior to July 10, 2011 or (2) the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the termination of the Stock Purchase Agreement. | ||
CUSIP/ISIN:
|
00000XXX0 / US59156RAW88 | |
Joint Book-Running Managers:
|
Banc of America Securities LLC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. UBS Securities LLC Xxxxx Fargo Securities, LLC |
4.750% Senior Notes due 2021
Issuer:
|
MetLife, Inc. (“Issuer”) | |
Securities:
|
4.750% Senior Notes due 2021 | |
Aggregate Principal Amount:
|
$1,000,000,000 | |
Price to the Public:
|
99.975% of principal amount plus accrued interest, if any, from August 6, 2010 | |
Gross Underwriting Discount:
|
0.425% | |
Proceeds to Issuer Before Expenses:
|
$995,500,000.00 | |
Maturity Date:
|
February 8, 2021 | |
Pricing Date:
|
August 3, 2010 |
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Settlement Date:
|
August 6, 2010 | |
Interest Payment Dates:
|
Semi-annually on February 8 and August 8 of each year | |
First Interest Payment Date:
|
February 8, 2011 | |
Anticipated Ratings*:
|
||
Coupon:
|
4.750% | |
Benchmark Treasury:
|
UST 3.5% due May 15, 2020 | |
Spread to Benchmark Treasury:
|
T + 185 bps | |
Benchmark Treasury Price and Yield:
|
$105-01+; 2.903% | |
Yield to Maturity:
|
4.753% | |
Denominations:
|
$100,000 and integral multiples of $1,000 in excess thereof | |
Ranking:
|
Senior Unsecured | |
Redemption:
|
The 2021 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 + 25 bps. | |
Special Mandatory Redemption:
|
If, for any reason, (i) the Acquisition is not completed on or prior to July 10, 2011, or (ii) the Stock Purchase Agreement is terminated on or prior to July 10, 2011, MetLife, Inc. will redeem all of the 2021 Senior Notes on the Special Mandatory Redemption Date at the Special Mandatory Redemption Price. |
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|
“Special Mandatory Redemption Price”
means 101% of the aggregate principal
amount of the 2021 Senior Notes
together with accrued and unpaid
interest to but excluding the Special
Mandatory Redemption Date. “Special Mandatory Redemption Date” means the earlier to occur of (1) July 31, 2011 if the Acquisition has not been completed on or prior to July 10, 2011 or (2) the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the termination of the Stock Purchase Agreement. |
||
CUSIP/ISIN:
|
00000XXX0 / US59156RAX61 | |
Joint Book-Running Managers:
|
Banc of America Securities LLC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. UBS Securities LLC Xxxxx Fargo Securities, LLC |
5.875% Senior Notes due 2041
Issuer:
|
MetLife, Inc. (“Issuer”) | |
Securities:
|
5.875% Senior Notes due 2041 | |
Aggregate Principal Amount:
|
$750,000,000 | |
Price to the Public:
|
98.494% of principal amount plus accrued interest, if any, from August 6, 2010 | |
Gross Underwriting Discount:
|
0.875% | |
Proceeds to Issuer Before Expenses:
|
$732,142,500.00 | |
Maturity Date:
|
February 6, 2041 |
SII-5
Pricing Date:
|
August 3, 2010 | |
Settlement Date:
|
August 6, 2010 | |
Interest Payment Dates:
|
Semi-annually on February 6 and August 6 of each year | |
First Interest Payment Date:
|
February 6, 2011 | |
Anticipated Ratings*:
|
||
Coupon:
|
5.875% | |
Benchmark Treasury:
|
UST 4.625% due February 15, 2040 | |
Spread to Benchmark Treasury:
|
T + 195 bps | |
Benchmark Treasury Price and Yield:
|
$110-05+; 4.033% | |
Yield to Maturity:
|
5.983% | |
Denominations:
|
$100,000 and integral multiples of $1,000 in excess thereof | |
Ranking:
|
Senior Unsecured | |
Redemption:
|
The 2041 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 + 30 bps. | |
Special Mandatory Redemption:
|
If, for any reason, (i) the Acquisition is not completed on or prior to July 10, 2011, or (ii) the Stock Purchase Agreement is terminated on or prior to July 10, 2011, MetLife, Inc. will redeem all of the 2041 Senior Notes on the Special Mandatory Redemption Date at the Special Mandatory |
SII-6
|
Redemption Price. “Special Mandatory Redemption Price” means 101% of the aggregate principal amount of the 2041 Senior Notes together with accrued and unpaid interest to but excluding the Special Mandatory Redemption Date. |
||
| “Special Mandatory Redemption Date” means the earlier to occur of (1) July 31, 2011 if the Acquisition has not been completed on or prior to July 10, 2011 or (2) the 30th day (or if such day is not a Business Day, the first Business Day thereafter) following the termination of the Stock Purchase Agreement. | ||
CUSIP/ISIN:
|
00000XXX0 / US59156RAY45 | |
Joint Book-Running Managers:
|
Banc of America Securities LLC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. UBS Securities LLC Xxxxx Fargo Securities, LLC |
The underwriters have agreed to reimburse MetLife for approximately $562,500 of MetLife’s expenses
relating to the offering.
| * | 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. The anticipated securities ratings have been omitted from this document following the repeal of Rule 436(g) under the Securities Act of 1933, as amended. |
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
SII-7
by calling Deutsche Bank Securities Inc. toll free at (000) 000-0000 or UBS Securities LLC toll
free at (000) 000-0000, ext. 561-3884.
SII-8
SCHEDULE III
TO PRICING AGREEMENT
TO PRICING AGREEMENT
Underwriters Purchase Price of 2.375% Senior Notes due 2014: 99.667% of the principal amount thereof
Underwriters Purchase Price of 4.750% Senior Notes due 2021: 99.550% of the principal amount thereof
Underwriters Purchase Price of 5.875% Senior Notes due 2041: 97.619% of the principal amount thereof
SIII-1
