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
June 3, 2009
| 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 $500,000,000 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.
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| Principal Amount of | ||||||||
| Underwriter | Percentage | Underwritten Securities | ||||||
Xxxxxx Xxxxxxx & Co. Incorporated |
30.0 | % | $ | 150,000,000 | ||||
Barclays Capital Inc. |
20.0 | % | $ | 100,000,000 | ||||
RBS Securities Inc. |
20.0 | % | $ | 100,000,000 | ||||
Citigroup Global Markets Inc. |
5.65 | % | $ | 28,250,000 | ||||
Deutsche Bank Securities Inc. |
5.65 | % | $ | 28,250,000 | ||||
X.X. Xxxxxx Securities Inc. |
5.65 | % | $ | 28,250,000 | ||||
Wachovia Capital Markets, LLC |
5.65 | % | $ | 28,250,000 | ||||
HSBC Securities (USA) Inc. |
1.85 | % | $ | 9,250,000 | ||||
ING Financial Markets LLC |
1.85 | % | $ | 9,250,000 | ||||
Lloyds TSB Bank plc |
1.85 | % | $ | 9,250,000 | ||||
ANZ Securities, Inc. |
1.85 | % | $ | 9,250,000 | ||||
Total: |
100 | % | $ | 500,000,000 | ||||
The Underwritten Securities shall have the following terms:
Title:
|
5.90% Senior Notes due 2019 | |
Rank:
|
Senior Debt | |
Ratings:
|
A3/ A- /A | |
Aggregate principal amount:
|
$500,000,000 | |
Denomination:
|
$2,000 and integral multiples of $1,000 in excess thereof | |
Currency of payment:
|
United States Dollars | |
Interest rate or formula
|
5.90% per annum | |
Interest payment dates:
|
Each June 15 and December 15, commencing on December 15, 2009 | |
Regular record dates:
|
Each June 1 and December 1 | |
Stated maturity date:
|
June 15, 2019 | |
Redemption provisions:
|
As disclosed in the Company’s Prospectus Supplement dated June 3, 2009 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:
|
99.046% of the principal amount, plus accrued interest, if any, from June 8, 2009 | |
Purchase price:
|
98.396% 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 | |
Applicable Time:
|
2:00 P.M. |
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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 (June 8, 2009) | |
Closing date and location:
|
June 8, 2009; 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
Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Syndicate Registration
Facsimile: (000) 000-0000
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Syndicate Registration
Facsimile: (000) 000-0000
RBS Securities Inc.
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Debt Capital Markets Syndicate
000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxx, XX 00000
Facsimile: (000) 000-0000
Attention: Debt Capital Markets Syndicate
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.
Please accept this offer no later than 2 o’clock P.M. (New York City time) on June 3, 2009 by
signing a copy of this Terms Agreement in the space set forth below and returning the signed copy
to us.
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| Very truly yours, | ||||||
| XXXXXX XXXXXXX & CO. INCORPORATED | ||||||
| By | /s/ Yurij Slyz | |||||
| Name: Yurij Slyz | ||||||
| Title: Vice President | ||||||
| BARCLAYS CAPITAL INC. | ||||||
| By | /s/ Xxxxxx Xxxxxx | |||||
| Name: Xxxxxx Xxxxxx | ||||||
| Title: Managing Director | ||||||
| RBS SECURITIES INC. | ||||||
| By | /s/ Xxxxxx Xxxxxxxx | |||||
| Name: Xxxxxx Xxxxxxxx | ||||||
| Title: Managing Director | ||||||
| Acting on behalf of themselves and as Representatives of the other named Underwriters. |
||||||
| Accepted: | ||||
| ACE INA HOLDINGS INC. | ||||
By
|
/s/ 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]
4
Schedule I
ISSUER FREE WRITING PROSPECTUS
Final Term Sheet dated June 3, 2009 (attached hereto as Schedule II)
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Schedule II
ACE INA HOLDINGS INC.
FINAL TERM SHEET
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$500,000,000
ACE INA HOLDINGS INC.
5.90% Senior Notes due 2019
Fully and Unconditionally Guaranteed by
ACE Limited
ACE INA HOLDINGS INC.
5.90% Senior Notes due 2019
Fully and Unconditionally Guaranteed by
ACE Limited
FINAL TERM SHEET
Dated: June 3, 2009
Issuer:
|
ACE INA Holdings Inc. | |
Guarantor:
|
ACE Limited | |
Issue Ratings:
|
Xxxxx’x — A3 S&P — A– Fitch — A |
|
Security Type:
|
SEC Registered Senior Unsecured Notes | |
Size:
|
$500,000,000 | |
Trade Date:
|
June 3, 2009 | |
Maturity Date:
|
June 15, 2019 | |
Coupon (Interest Rate)
|
5.90% | |
Issue Price:
|
99.046% of principal amount | |
Yield to Maturity:
|
6.028% | |
Spread to Benchmark Treasury:
|
+245 bps | |
Benchmark Treasury:
|
UST 3.125% due May 2019 | |
Benchmark Treasury Price and Yield:
|
96-07+; 3.578% | |
Interest Payment Dates:
|
June 15 and December 15, commencing December 15, 2009 | |
Redemption Provision:
|
Make Whole Call — UST +40 bps | |
| Redemption for Changes in Withholding Taxes — Par | ||
Net Proceeds to ACE INA (before
expenses)
|
$491,980,000 | |
Settlement Date:
|
T+3 (June 8, 2009) | |
Book-Running Managers:
|
Xxxxxx Xxxxxxx & Co. Incorporated | |
| Barclays Capital Inc. | ||
| RBS Securities Inc. | ||
Co-Managers:
|
Citigroup Global Markets Inc. | |
| Deutsche Bank Securities Inc. | ||
| X.X. Xxxxxx Securities Inc. | ||
| Wachovia Capital Markets, LLC | ||
| ANZ Securities, Inc. | ||
| HSBC Securities (USA) Inc. | ||
| ING Financial Markets LLC | ||
| Lloyds TSB Bank plc | ||
CUSIP:
|
00440E AM 9 |
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 issuer and the guarantor have 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 and the guarantor have
filed with the SEC for more complete information about the issuer, the guarantor 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 Xxxxxx Xxxxxxx & Co. Incorporated toll free
at 1-866-718-1649, Barclays Capital Inc. toll-free at 0-000-000-0000, ext. 2663 or RBS Securities
Inc. toll-free at 0-000-000-0000.
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Any disclaimers or other notices that may appear below are not applicable to this communication and
should be disregarded. Such disclaimers or other notices were automatically generated as a result
of this communication being sent via Bloomberg or another email system.
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Annex I
UNDERWRITING AGREEMENT
[Filed as Exhibit 1.1 to Form 8-K and not included herein]
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