Exhibit 1.2
PRICING AGREEMENT
Banc of America Securities LLC
Xxxxxxx, Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
As Representatives of the
several Underwriters
named in Schedule I hereto
c/o Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
0 Xxxxx Xxxxxxxxx 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 June 9, 2005 (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").
In addition, subject to the terms and conditions stated herein and in the
Underwriting Agreement, if the Underwriters sell more than the total number of
Underwritten Securities, the Underwriters shall have an option to purchase,
severally and not jointly, up to an additional 9,000,000 Securities (the "Option
Securities", if any, together with the "Underwritten Securities, the
"Securities") from the Company to cover such sales. Said option may be exercised
in whole or in part at any time on or before the 30th day after the date of the
Final Prospectus upon written or facsimile notice to the Company setting forth
the number of shares of the Option Securities as to which the several
Underwriters are exercising the option and the settlement date (as defined
below). The number of Option Securities to be purchased by each Underwriter
shall be approximately in the same proportion as set forth in Schedule II
hereto. Any date on which Option Securities are purchased, if such date is not
the Closing Date, is referred to herein and in the Underwriting Agreement as a
"settlement date". If settlement for the Option Securities occurs after the
Closing Date, the Company will deliver to the Representatives on the settlement
date for the Option Securities, and the obligation of the Underwriters to
purchase the Option Securities shall be conditioned upon receipt of,
supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 of the Underwriting Agreement.
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 and the
Closing Date, except that each representation and warranty which refers to the
Final Prospectus in Section 1 of the Underwriting Agreement shall be deemed to
be a representation or warranty as of the date of the Underwriting Agreement in
relation to the Final Prospectus (as therein defined) and also a representation
and warranty as of the date of this Agreement in relation to the Final
Prospectus as amended or supplemented relating to the Securities which are the
subject of this Agreement. 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 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.
An amendment to the Registration Statement, or a supplement to the Base
Prospectus, as the case may be, relating to the Securities, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell 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 number of shares or the principal amount, as the case may be, 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.
Very truly yours,
METLIFE, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
-------------------------------------------
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Senior Vice President and Treasurer
Accepted as of the date hereof
on behalf of each of the Underwriters:
Banc of America Securities LLC
By: /s/ Xxxx Xxxxx
--------------------------------
Name: Xxxx Xxxxx
Title: Principal
Xxxxxxx, Sachs & Co.
/s/ Xxxxxxx, Xxxxx & Co.
------------------------------------
(Xxxxxxx, Sachs & Co.)
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
By: /s/ Xxxx Xxxxx
---------------------------------
Name: Xxxx Xxxxx
Title: Director
SCHEDULE I
TO PRICING AGREEMENT
Number of Shares
or Principal
Amount of
Securities to
Underwriters be Purchased
(Plus up to an additional 9,000,000
shares, subject to the terms of the
Pricing Agreement and the Underwriting
Agreement)
Banc of America Securities LLC 11,378,000
Xxxxxxx, Sachs & Co. 11,378,000
Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated 11,378,000
Citigroup Global Markets Inc. 4,339,950
Xxxxxx Brothers Inc. 6,685,950
Xxxxxx Xxxxxxx & Co. Incorporated 4,339,950
UBS Securities LLC 4,339,950
Wachovia Securities, Inc. 4,339,950
Xxxxxx X. Xxxxx & Co. Incorporated 112,450
Deutsche Bank Securities Inc. 112,450
X.X. Xxxxxxx & Sons, Inc. 112,450
HSBC Securities (USA) Inc. 112,450
J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. 112,450
Xxxxxx Xxxxxxxxxx Xxxxx LLC 112,450
X.X. Xxxxxx Securities Inc. 112,450
KeyBanc Capital Markets, A Division
of McDonald Investments Inc. 112,450
Xxxxxx Xxxxxx & Company, Inc. 112,450
RBC Xxxx Xxxxxxxx Inc. 112,450
Xxxxxxx Xxxxx & Associates, Inc. 112,450
Xxxxxxx Xxxxxx & Co., Inc. 112,450
Xxxxx Fargo Investments, LLC 112,450
Advest, Inc. 22,400
BB&T Capital Markets, a division of
Xxxxx & Xxxxxxxxxxxx, Inc. 22,400
X. X. Xxxx & Company 22,400
Xxxxxxxx & Company, Inc. 22,400
Xxxxxxxxx & Company LLC 22,400
Xxxxxx, Xxxxx Xxxxx, Incorporated 22,400
Xxxxxx & Company 22,400
H&R Block Financial Advisors, Inc. 22,400
Xxxx Xxxxx Xxxx Xxxxxx, Incorporated 22,400
Xxxxxx Xxxxxxx & Co., Inc. 22,400
Xxxxxxxxxxx & Co. Inc. 22,400
Number of Shares
or Principal
Amount of
Securities to
Underwriters be Purchased
(Plus up to an additional 9,000,000
shares, subject to the terms of the
Pricing Agreement and the Underwriting
Agreement)
Xxxxx Xxxxxxx & Co. 22,400
Xxxxxx X. Xxxxxxx & Co., Inc. 22,400
Xxxxxx, Xxxxxxxx & Company,
Incorporated 22,400
Xxxxxxxxx Capital Partners, LLC 22,400
The Xxxxxxxx Capital Group, L.P. 22,400
TOTAL 60,000,000
SCHEDULE II
TO PRICING AGREEMENT
Underwriting Agreement, dated June 9, 2005
Registration Statement Nos. 333-124358
Title, Purchase Price and Description of Securities:
TITLE: 6.50% Non-Cumulative Preferred Stock, Series B, $.01
par value (the "Series B Preferred Stock")
APPLICABLE SECURITIES AGREEMENTS: Amended and Restated Certificate
of Incorporation of the Company (including the Certificate of
Designations)
NUMBER OF SHARES: 60 million shares
ISSUE DATE: June 16, 2005
TERM: Perpetual
PAYMENT DATES: Quarterly on the 15th of the month commencing on
September 15, 2005.
PRICE TO THE PUBLIC: $25 per share (liquidation preference)
PURCHASE PRICE BY UNDERWRITERS: $24.2125 per share of Series B
Preferred Stock; provided, however, that the purchase price with
respect to Underwritten Securities sold in an aggregate liquidation
preference of $500,000 or more to a single purchaser, is $24.5000
per share of Series B Preferred Stock; provided further that the
purchase price for any Option Securities is $24.2125 per share of
Series B Preferred Stock, but in the case of Option Securities sold
in an aggregate liquidation preference of $500,000 or more to single
purchaser, the purchase price for such Option Securities is $24.5000
per share of Series B Preferred Stock.
TERMS OF THE SECURITIES: As set forth in the Final Prospectus dated
June 9, 2005.
CLOSING DATE, TIME AND LOCATION: June 16, 2005; 10:00 a.m. (New York
City time); Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, Xxx Xxxxxxx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000.
DESIGNATED REPRESENTATIVES: Banc of America Securities LLC; Xxxxxxx,
Sachs & Co.; Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
ADDRESSES FOR NOTICES, ETC.:
IF TO THE REPRESENTATIVES:
c/o Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
c/o Goldman, Sachs & Co.
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o Merrill Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
4 World Financial Center
Xxx Xxxx, XX 00000
With a copy to:
Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx, Esq.
IF TO THE COMPANY:
00-00 Xxxxxx Xxxxx Xxxxx
Xxxx Xxxxxx Xxxx, XX 00000
Attention: Treasurer
