PRICING AGREEMENT
Exhibit 1.2
March 19, 2020
Barclays Capital Inc.
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
Xxxxxxx Xxxxx & Co. LLC
X.X. Xxxxxx Securities LLC
As Representatives of the several Underwriters named in Schedule I hereto
c/o Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o Credit Suisse Securities (USA) LLC
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o Goldman Xxxxx & Co. LLC
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 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 March 19, 2020 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the principal amounts of its 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. A reference to the Indenture shall be deemed to refer to the Indenture, dated as of November 9, 2001, between the Company and The Bank of New York Mellon Trust Company, N.A. (the “Trustee,” as successor in interest to X.X. Xxxxxx Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A.)), as supplemented by the Thirty-Fifth Supplemental Indenture, to be dated as of March 23, 2020, between the Company and the Trustee. 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, at the time and at the purchase price to the Underwriters set forth in Schedule III hereto, 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 amounts 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/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Executive 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 Xxxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxxx | |
| Title: | Managing Director | |
[Signature page to Pricing Agreement]
| CREDIT SUISSE SECURITIES (USA) LLC | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxxx | |
| Title: | Managing Director | |
[Signature page to Pricing Agreement]
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Xxxx Xxxxxxxxx | |
| Name: | Xxxx Xxxxxxxxx | |
| Title: | Managing Director | |
[Signature page to Pricing Agreement]
| DEUTSCHE BANK SECURITIES INC. | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: | Xxxxxx Xxxxxxxxx | |
| Title: | Managing Director | |
[Signature page to Pricing Agreement]
| XXXXXXX SACHS & CO. LLC | ||
| By: | /s/ Xxxx Xxxxxx | |
| Name: | Xxxx Xxxxxx | |
| Title: | Managing Director | |
[Signature page to Pricing Agreement]
| X.X. XXXXXX SECURITIES LLC | ||
| By: | /s/ Xxxxxxx Xxxxxxx | |
| Name: | Xxxxxxx Xxxxxxx | |
| Title: | Executive Director | |
[Signature page to Pricing Agreement]
SCHEDULE I
| Underwriters |
Principal Amount of 4.550% Senior Notes due 2030 to be Purchased |
|||
| Barclays Capital Inc. |
$ | 145,000,000 | ||
| Credit Suisse Securities (USA) LLC |
$ | 145,000,000 | ||
| Deutsche Bank Securities Inc. |
$ | 145,000,000 | ||
| Xxxxxxx Sachs & Co. LLC |
$ | 145,000,000 | ||
| X.X. Xxxxxx Securities LLC |
$ | 145,000,000 | ||
| BNP Paribas Securities Corp. |
$ | 23,000,000 | ||
| Citigroup Global Markets Inc. |
$ | 23,000,000 | ||
| HSBC Securities (USA) Inc. |
$ | 23,000,000 | ||
| U.S. Bancorp Investments, Inc. |
$ | 23,000,000 | ||
| Mizuho Securities USA LLC |
$ | 16,250,000 | ||
| Scotia Capital (USA) Inc. |
$ | 16,250,000 | ||
| SG Americas Securities, LLC |
$ | 16,250,000 | ||
| SMBC Nikko Securities America, Inc. |
$ | 16,250,000 | ||
| ANZ Securities, Inc. |
$ | 9,000,000 | ||
| BNY Mellon Capital Markets, LLC |
$ | 9,000,000 | ||
| Commerz Markets LLC |
$ | 9,000,000 | ||
| Credit Agricole Securities (USA) Inc. |
$ | 9,000,000 | ||
| ICBC Standard Bank Plc |
$ | 9,000,000 | ||
| nabSecurities, LLC |
$ | 9,000,000 | ||
| NatWest Markets Securities Inc. |
$ | 9,000,000 | ||
| Santander Investment Securities Inc. |
$ | 9,000,000 | ||
| Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC |
$ | 9,000,000 | ||
| Standard Chartered Bank |
$ | 9,000,000 | ||
| TD Securities (USA) LLC |
$ | 9,000,000 | ||
| UniCredit Capital Markets LLC |
$ | 9,000,000 | ||
| American Veterans Group, PBC |
$ | 5,000,000 | ||
| X. Xxxxxxx & Co., LLC |
$ | 5,000,000 | ||
|
|
|
|||
| Total |
$ | 1,000,000,000 | ||
Schedule I - 1
SCHEDULE II
Filed pursuant to Rule 433
March 19, 2020
Relating to
Preliminary Prospectus Supplement dated March 19, 2020 to
Prospectus dated November 18, 2019
Registration Statement No. 333-234761
MetLife, Inc.
$1,000,000,000 4.550% Senior Notes due 2030
Final Term Sheet
March 19, 2020
The information in this final term sheet relates to the offering of the securities specified herein and should be read together with the preliminary prospectus supplement dated March 19, 2020 (the “Preliminary Prospectus Supplement”), including the documents incorporated by reference therein, and the accompanying prospectus dated November 18, 2019, filed pursuant to Rule 424(b) under the Securities Act of 1933 (Registration Statement File No. 333-234761). This final term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 4.550% Senior Notes due 2030 | |
| Aggregate Principal Amount: | $1,000,000,000 | |
| Price to the Public: | 99.595% of principal amount, plus accrued interest, if any, from March 23, 2020 | |
| Gross Underwriting Discount: | 0.450% | |
| Proceeds to Issuer Before Expenses: | $991,450,000 | |
| Maturity Date: | March 23, 2030 | |
| Trade Date: | Xxxxx 00, 0000 | |
| Xxxxxxxxxx Date: | March 23, 2020 (T+2) | |
| Interest Payment Dates: | Semi-annually on March 23 and September 23 of each year, beginning on September 23, 2020 | |
| Coupon: | 4.550% | |
Schedule II - 1
| Benchmark Treasury: | UST 1.500% due February 15, 2030 | |
| Spread to Benchmark Treasury: | UST + 350 bps | |
| Benchmark Treasury Price and Yield: | 103-23+, 1.101% | |
| Yield to Maturity: | 4.601% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Par Call Date: | December 23, 2029 | |
| Make-Whole Call: | UST + 50 bps | |
| CUSIP: | 59156R BZ0 | |
| ISIN: | US59156RBZ01 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Xxxxxxx Xxxxx & Co. LLC X.X. Xxxxxx Securities LLC | |
| Senior Co-Managers: | BNP Paribas Securities Corp. Citigroup Global Markets Inc. HSBC Securities (USA) Inc. U.S. Bancorp Investments, Inc. | |
| Co-Managers: | Mizuho Securities USA LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC SMBC Nikko Securities America, Inc. | |
| Junior Co-Managers: | ANZ Securities, Inc. BNY Mellon Capital Markets, LLC Commerz Markets LLC Credit Agricole Securities (USA) Inc. ICBC Standard Bank Plc nabSecurities, LLC NatWest Markets Securities Inc. Santander Investment Securities Inc. Xxxxxxx Xxxxxxxx Xxxxx & Co., LLC Standard Chartered Bank TD Securities (USA) LLC UniCredit Capital Markets LLC American Veterans Group, PBC X. Xxxxxxx & Co., LLC | |
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
Schedule II - 2
XXXXX on the SEC website at xxx.xxx.xxx. Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at x0 (000) 000-0000, Credit Suisse Securities (USA) LLC toll-free at x0 (000) 000-0000, Deutsche Bank Securities Inc. toll-free at x0 (000) 000-0000, Xxxxxxx Sachs & Co. LLC toll-free at x0 (000) 000-0000 or X.X. Xxxxxx Securities LLC collect at x0 (000) 000-0000.
Schedule II - 3
SCHEDULE III
TO PRICING AGREEMENT
Underwriters’ Purchase Price of the 4.550% Senior Notes due 2030: 99.145% of the principal amount thereof
Closing Date: March 23, 2020
Addresses for Notices, etc. to the Representatives:
c/o Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o Credit Suisse Securities (USA) LLC
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o Goldman Sachs & Co. LLC
Attention: Registration Department
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Schedule III - 1
