PRICING AGREEMENT
Exhibit 1.2
May 27, 2015
Xxxxxxx, Xxxxx & Co.
Citigroup Global Markets Inc.
X.X. Xxxxxx Securities LLC
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxxxxx Xxxxxxx & Co. LLC
As Representatives of the several Underwriters
named in Schedule I hereto
c/o Goldman, Sachs & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
Xxx Xxxxxx Xxxx
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 May 27, 2015 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the total number of Securities specified in Schedule I hereto.
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. 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 number of Securities set forth opposite the name of such Underwriter in Schedule I hereto. The date of the issuance, sale and delivery of the Securities is the “Settlement Date” set forth on Schedule II hereto and such date shall be considered a Closing Date under the Underwriting Agreement.
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, | ||
| METLIFE, INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxx | |
| Name: | Xxxxxxx X. Xxxxx | |
| Title: | Executive Vice President and Treasurer | |
[Signature page to Series C Preferred Shares Pricing Agreement]
| Accepted as of the date hereof on behalf of each of the Underwriters: | ||
| XXXXXXX, SACHS & CO. | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Vice President | |
[Signature page to Series C Preferred Shares Pricing Agreement]
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | Director | |
[Signature page to Series C Preferred Shares Pricing Agreement]
| X.X. XXXXXX SECURITIES LLC | ||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |
| Name: | Xxxxxxx X. Xxxxxxx | |
| Title: | Executive Director | |
[Signature page to Series C Preferred Shares Pricing Agreement]
| XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Managing Director | |
[Signature page to Series C Preferred Shares Pricing Agreement]
| XXXXXX XXXXXXX & CO. LLC | ||
| By: | /s/ Yurij Slyz | |
| Name: | Yurij Slyz | |
| Title: | ED | |
[Signature page to Series C Preferred Shares Pricing Agreement]
SCHEDULE I
| Underwriters | Number of Shares of 5.250%
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C to be Purchased |
|||
| Xxxxxxx, Xxxxx & Co. |
255,000 | |||
| Citigroup Global Markets Inc. |
210,000 | |||
| X.X. Xxxxxx Securities LLC |
210,000 | |||
| Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated |
210,000 | |||
| Xxxxxx Xxxxxxx & Co. LLC |
210,000 | |||
| Credit Suisse Securities (USA) LLC |
60,000 | |||
| HSBC Securities (U.S.A.) Inc. |
60,000 | |||
| UBS Securities LLC |
60,000 | |||
| Xxxxx Fargo Securities, LLC |
60,000 | |||
| Lloyds Securities Inc. |
16,500 | |||
| Mitsubishi UFJ Securities (USA), Inc. |
16,500 | |||
| Mizuho Securities USA Inc. |
16,500 | |||
| Royal Bank of Scotland Group plc |
16,500 | |||
| SMBC Nikko Securities America, Inc. |
16,500 | |||
| Standard Chartered Bank |
16,500 | |||
| The Xxxxxxxx Capital Group, L.P. |
16,500 | |||
| UniCredit Capital Markets LLC |
16,500 | |||
| U.S. Bancorp Investments, Inc. |
16,500 | |||
| X.X. Xxxx & Associates, Inc. |
5,500 | |||
| Xxxxxx Xxxxxxxx, LLC |
5,500 | |||
| Xxxxxxx Xxxxxxxxx Shank & Co., L.L.C. |
5,500 | |||
|
|
|
|||
| Total |
1,500,000 | |||
SI-1
SCHEDULE II
Filed pursuant to Rule 433
May 27, 2015
Relating to
Preliminary Prospectus Supplement dated May 27, 2015 to
Prospectus dated November 15, 2013
Registration Statement No. 333-192366
MetLife, Inc.
5.250% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C
Final Term Sheet
May 27, 2015
| Issuer: | MetLife, Inc. | |
| Securities: | 5.250% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C (“Series C Preferred Shares”) | |
| Number of Shares: | 1,500,000 | |
| Liquidation Preference: | $1,000 per share | |
| Aggregate Liquidation Preference: | $1,500,000,000 | |
| Price to the Public: | 100.000% | |
| Gross Underwriting Discount: | 1.000% | |
| Proceeds to Issuer Before Expenses: | $1,485,000,000 | |
| Maturity Date: | Perpetual | |
| Pricing Date: | May 27, 2015 | |
| Settlement Date: | June 1, 2015 (T+3) | |
| Dividend Rate and Dividend Payment Dates to, but excluding, June 15, 2020: | 5.250% per annum, accruing from, and including, June 1, 2015 to, but excluding, June 15, 2020, payable semi-annually in arrears on each June 15 and December 15, commencing December 15, 2015 and ending June 15, 2020 | |
| Dividend Rate and Dividend Payment Dates from, and including, June 15, 2020: | Three-month LIBOR plus 3.575% per annum, accruing from, and including, June 15, 2020, payable quarterly in arrears on each June 15, September 15, December 15 and March 15, commencing September 15, 2020 | |
SII-1
| Day Count Convention: | 30/360 from, and including, June 1, 2015 to, but excluding, June 15, 2020, and Actual/360 from, and including, June 15, 2020 | |
| Optional Redemption: | Redeemable in whole or in part, from time to time, on or after June 15, 2020, at a redemption price equal to $1,000 per Series C Preferred Share, plus an amount equal to any dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date. | |
| Redemption after the Occurrence of a Regulatory Capital Event: | Redeemable in whole but not in part, at any time prior to June 15, 2020, within 90 days after the occurrence of a “regulatory capital event” (as defined in the Preliminary Prospectus Supplement), at a redemption price equal to $1,000 per Series C Preferred Share, plus an amount equal to any dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date. | |
| Replacement Capital Covenant: | A Replacement Capital Covenant described in the Preliminary Prospectus Supplement will apply until December 31, 2018. | |
| CUSIP/ISIN: | 00000XXX0 / US59156RBP29 | |
| Joint Book-Running Managers: | Xxxxxxx, Xxxxx & Co. Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. LLC | |
| Senior Co-Managers: | Credit Suisse Securities (USA) LLC HSBC Securities (U.S.A.) Inc. UBS Securities LLC Xxxxx Fargo Securities, LLC | |
| Co-Managers: | Lloyds Securities Inc. Mitsubishi UFJ Securities (USA), Inc. Mizuho Securities USA Inc. Royal Bank of Scotland Group plc SMBC Nikko Securities America, Inc. Standard Chartered Bank The Xxxxxxxx Capital Group, L.P. UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. | |
| Junior Co-Managers: | X.X. Xxxx & Associates, Inc. Xxxxxx Xxxxxxxx, LLC Xxxxxxx Xxxxxxxxx Xxxxx & Co., L.L.C. | |
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, Xxxxx & Co. toll-free at (000) 000-0000, Citigroup Global Markets Inc. toll-free at (000) 000-0000, X.X. Xxxxxx Securities LLC collect at (000) 000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at (000) 000-0000 or Xxxxxx Xxxxxxx & Co. LLC toll-free at (000) 000-0000.
SII-3
SCHEDULE III
Underwriters Purchase Price of Series C Preferred Shares: $990 per share
Closing Date: June 1, 2015
Addresses for Notices, etc. to the Representatives:
Xxxxxxx, Sachs & Co.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Citigroup Global Markets Inc.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
00 Xxxxxxxxxxx Xxxxx
XX0-000-00-00
Xxx Xxxx, Xxx Xxxx 00000
Xxxxxx Xxxxxxx & Co. LLC
0000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
SIII-1
