PRICING AGREEMENT
Exhibit 1.2
November 9, 2015
Deutsche Bank Securities Inc.
Barclays Capital Inc.
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, XX 00000
c/o Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o HSBC Securities (USA) Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
c/o Wells Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, 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 November 9, 2015 (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
1
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 The Bank of New York Mellon Trust Company, N.A. (as successor in interest to X.X. Xxxxxx Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A.)) (the “Senior Indenture”) and, as applicable, the Twenty-Eighth Supplemental Indenture and Twenty-Ninth Supplemental Indenture, each to be dated November 13, 2015, between MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A. 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 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, | ||||
| METLIFE, INC. | ||||
| By: | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Executive Vice President and Treasurer | |||
[Signature page to Senior Notes Pricing Agreement]
Accepted as of the date hereof
on behalf of each of the Underwriters:
| DEUTSCHE BANK SECURITIES INC. | ||||
| By: | /s/ Xxxxxx Xxxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxxx | |||
| Title: | Managing Director | |||
| By: | /s/ Xxxx Xxxxxxxxx | |||
| Name: | Xxxx Xxxxxxxxx | |||
| Title: | Managing Director | |||
[Signature page to Senior Notes Pricing Agreement]
| BARCLAYS CAPITAL INC. | ||||
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Title: | Managing Director | |||
[Signature page to Senior Notes Pricing Agreement]
| HSBC SECURITIES (USA) INC. | ||||
| By: | /s/ Xxxxx Xxxxx | |||
| Name: | Xxxxx Xxxxx | |||
| Title: | Managing Director | |||
[Signature page to Senior Notes Pricing Agreement]
| XXXXX FARGO SECURITIES, LLC | ||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Managing Director | |||
[Signature page to Senior Notes Pricing Agreement]
SCHEDULE I
| Underwriters | Principal Amount of $500,000,000 3.600% Senior Notes due 2025 to be Purchased |
|||
| Deutsche Bank Securities Inc. |
$ | 105,000,000 | ||
| Barclays Capital Inc. |
$ | 105,000,000 | ||
| HSBC Securities (USA) Inc. |
$ | 105,000,000 | ||
| Xxxxx Fargo Securities, LLC |
$ | 105,000,000 | ||
| ANZ Securities, Inc. |
$ | 8,750,000 | ||
| BNP Paribas Securities Corp. |
$ | 8,750,000 | ||
| BNY Mellon Capital Markets, LLC |
$ | 8,750,000 | ||
| Credit Agricole Securities (USA) Inc. |
$ | 8,750,000 | ||
| ING Financial Markets LLC |
$ | 8,750,000 | ||
| Mitsubishi UFJ Securities (USA), Inc. |
$ | 8,750,000 | ||
| nabSecurities, LLC |
$ | 8,750,000 | ||
| SMBC Nikko Securities America, Inc. |
$ | 8,750,000 | ||
| MFR Securities, Inc. |
$ | 3,334,000 | ||
| Xxxxxx X. Xxxxxxx & Company, Inc. |
$ | 3,333,000 | ||
| The Xxxxxxxx Capital Group, L.P. |
$ | 3,333,000 | ||
|
|
|
|||
| Total |
$ | 500,000,000 | ||
| Underwriters | Principal Amount of $750,000,000 4.600% Senior Notes due 2046 to be Purchased |
|||
| Deutsche Bank Securities Inc. |
$ | 157,500,000 | ||
| Barclays Capital Inc. |
$ | 157,500,000 | ||
| HSBC Securities (USA) Inc. |
$ | 157,500,000 | ||
| Xxxxx Fargo Securities, LLC |
$ | 157,500,000 | ||
| ANZ Securities, Inc. |
$ | 13,125,000 | ||
| BNP Paribas Securities Corp. |
$ | 13,125,000 | ||
| BNY Mellon Capital Markets, LLC |
$ | 13,125,000 | ||
| Credit Agricole Securities (USA) Inc. |
$ | 13,125,000 | ||
| ING Financial Markets LLC |
$ | 13,125,000 | ||
| Mitsubishi UFJ Securities (USA), Inc. |
$ | 13,125,000 | ||
| nabSecurities, LLC |
$ | 13,125,000 | ||
| SMBC Nikko Securities America, Inc. |
$ | 13,125,000 | ||
| MFR Securities, Inc. |
$ | 5,000,000 | ||
| Xxxxxx X. Xxxxxxx & Company, Inc. |
$ | 5,000,000 | ||
| The Xxxxxxxx Capital Group, L.P. |
$ | 5,000,000 | ||
|
|
|
|||
| Total |
$ | 750,000,000 | ||
SI-1
SCHEDULE II
Filed pursuant to Rule 433
November 9, 2015
Relating to
Preliminary Prospectus Supplement dated November 9, 2015 to
Prospectus dated November 15, 2013
Registration Statement No. 333-192366
MetLife, Inc.
$500,000,000 3.600% Senior Notes due 2025
$750,000,000 4.600% Senior Notes due 2046
Final Term Sheet
November 9, 2015
| $500,000,000 3.600% Senior Notes due 2025 | ||
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 3.600% Senior Notes due 2025 (the “2025 Senior Notes”) | |
| Aggregate Principal Amount: | $500,000,000 | |
| Price to the Public: | 99.992% of principal amount plus accrued interest, if any, from November 13, 2015 | |
| Gross Underwriting Discount: | 0.450% | |
| Proceeds to Issuer Before Expenses: | $497,710,000 | |
| Maturity Date: | November 13, 2025 | |
| Pricing Date: | November 9, 2015 | |
SII-1
| Settlement Date: | November 13, 2015 | |
| Interest Payment Dates: | Semi-annually on May 13 and November 13 of each year | |
| First Interest Payment Date: | May 13, 2016 | |
| Coupon: | 3.600% | |
| Benchmark Treasury: | UST 2.000% due August 15, 2025 | |
| Spread to Benchmark Treasury: | T + 125 bps | |
| Benchmark Treasury Price and Yield: | 96-30+; 2.351% | |
| Yield to Maturity: | 3.601% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Redemption: | At any time and from time to time prior to August 13, 2025, the 2025 Senior Notes will be redeemable at the Issuer’s option, in whole or in part, at a redemption price equal to the greater of 100% of the principal amount of the 2025 Senior Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date and the “Make-Whole Redemption Amount” calculated as described in the preliminary prospectus supplement at the rate of T + 20 bps.
At any time and from time to time on or after August 13, 2025, the 2025 Senior Notes will be redeemable at the Issuer’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2025 Senior Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. | |
SII-2
| CUSIP/ISIN: | 59156R BQ0 / US59156RBQ02 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Xxxxx Fargo Securities, LLC | |
| Co-Managers: | ANZ Securities, Inc. BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Mitsubishi UFJ Securities (USA), Inc. nabSecurities, LLC SMBC Nikko Securities America, Inc. | |
| Junior Co-Managers: | MFR Securities, Inc. Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. | |
| $750,000,000 4.600% Senior Notes due 2046 |
||
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 4.600% Senior Notes due 2046 (the “2046 Senior Notes”) | |
| Aggregate Principal Amount: | $750,000,000 | |
| Price to the Public: | 99.610% of principal amount plus accrued interest, if any, from November 13, 2015 | |
| Gross Underwriting Discount: | 0.875% | |
| Proceeds to Issuer Before Expenses: | $740,512,500 | |
| Maturity Date: | May 13, 2046 | |
| Pricing Date: | November 9, 2015 | |
| Settlement Date: | November 13, 2015 | |
| Interest Payment Dates: | Semi-annually on May 13 and November 13 of each year | |
SII-3
| First Interest Payment Date: | May 13, 2016 | |
| Coupon: | 4.600% | |
| Benchmark Treasury: | 3.000% due May 15, 2045 | |
| Spread to Benchmark Treasury: | T + 150 bps | |
| Benchmark Treasury Price and Yield: | 97-20; 3.124% | |
| Yield to Maturity: | 4.624% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Redemption: | At any time and from time to time prior to November 13, 2045, the 2046 Senior Notes will be redeemable at the Issuer’s option, in whole or in part, at a redemption price equal to the greater of 100% of the principal amount of the 2046 Senior Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date and the “Make-Whole Redemption Amount” calculated as described in the preliminary prospectus supplement at the rate of T + 25 bps.
At any time and from time to time on or after November 13, 2045, the 2046 Senior Notes will be redeemable at the Issuer’s option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2046 Senior Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. | |
| CUSIP/ISIN: | 59156R BR8 / US59156RBR84 | |
SII-4
| Joint Book-Running Managers: | Barclays Capital Inc. Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. Xxxxx Fargo Securities, LLC | |
| Co-Managers: | ANZ Securities, Inc. BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC Credit Agricole Securities (USA) Inc. ING Financial Markets LLC Mitsubishi UFJ Securities (USA), Inc. nabSecurities, LLC SMBC Nikko Securities America, Inc. | |
| Junior Co-Managers: | MFR Securities, Inc. Xxxxxx X. Xxxxxxx & Company, Inc. The Xxxxxxxx Capital Group, L.P. | |
The offering of the 2025 Senior Notes is not conditioned on the completion of the offering of the 2046 Senior Notes, and vice versa. The Issuer may sell the 2025 Senior Notes or the 2046 Senior Notes or both.
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 Barclays Capital Inc. toll free at 0-000-000-0000, Deutsche Bank Securities Inc. toll free at (000) 000-0000, HSBC Securities (USA) Inc. toll free at (000) 000-0000 or Xxxxx Fargo Securities, LLC toll free at 0-000-000-0000.
SII-5
SCHEDULE III
Underwriters Purchase Price of 3.600% Senior Notes due 2025: 99.542% of the principal amount thereof
Underwriters Purchase Price of 4.600% Senior Notes due 2046: 98.735% of the principal amount thereof
Closing Date: November 13, 2015
Addresses for Notices, etc. to the Representatives:
Deutsche Bank Securities Inc.
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Debt Capital Markets Syndicate
Fax: (000) 000-0000, with a copy to General Counsel, Fax: (000) 000-0000
Barclays Capital Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Syndicate Registration
Fax: (000) 000-0000
HSBC Securities (USA) Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Transaction Management Group
Xxxxx Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Transaction Management
III-1
