Terms Agreement, dated as of June 13, 2019, among Chubb INA Holdings Inc., Chubb Limited, Merrill Lynch International, Citigroup Global Markets Limited, J.P. Morgan Securities plc, MUFG Securities EMEA plc, Wells Fargo Securities International Limited, ANZ Securities, Inc., Barclays Bank PLC, BNY Mellon Capital Markets, LLC, Credit Suisse Securities (Europe) Limited, DBS Bank Ltd., HSBC Securities (USA) Inc., ING Bank N.V., Belgian Branch, RBC Europe Limited and Standard Chartered Bank
Exhibit 1.2
Execution Version
CHUBB INA HOLDINGS INC.
(a Delaware corporation)
Debt Securities
Unconditionally Guaranteed as to Payment of
Principal, Premium, if any, and Interest by
CHUBB LIMITED
TERMS AGREEMENT
June 13, 2019
To: | CHUBB INA HOLDINGS INC. |
436 Walnut Street, WA06K
Philadelphia, PA 19106
CHUBB LIMITED
Bärengasse 32,
CH-8001 Zurich, Switzerland
Ladies and Gentlemen:
We understand that Chubb INA Holdings Inc., a Delaware corporation (the Company), proposes to issue and sell 575,000,000 aggregate principal amount of its senior debt securities due 2027 (the Underwritten 2027 Securities) and 575,000,000 aggregate principal amount of its senior debt securities due 2031 (the Underwritten 2031 Securities and, together with the Underwritten 2027 Securities, the Underwritten Securities), which will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by Chubb 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.
With Respect to the Underwritten 2027 Securities
| ||||
Underwriter | Percentage | Principal Amount of Underwritten 2027 Securities | ||
Merrill Lynch International | 24.02% | 138,115,000 | ||
Citigroup Global Markets Limited | 21.00% | 120,750,000 | ||
J.P. Morgan Securities plc | 21.00% | 120,750,000 | ||
MUFG Securities EMEA plc | 7.00% | 40,250,000 | ||
Wells Fargo Securities International Limited | 7.00% | 40,250,000 | ||
ANZ Securities, Inc. | 2.22% | 12,765,000 | ||
Barclays Bank PLC | 2.22% | 12,765,000 | ||
BNY Mellon Capital Markets, LLC | 2.22% | 12,765,000 | ||
Credit Suisse Securities (Europe) Limited | 2.22% | 12,765,000 | ||
DBS Bank Ltd. | 2.22% | 12,765,000 | ||
HSBC Securities (USA) Inc. | 2.22% | 12,765,000 | ||
ING Bank N.V., Belgian Branch | 2.22% | 12,765,000 | ||
RBC Europe Limited | 2.22% | 12,765,000 | ||
Standard Chartered Bank | 2.22% | 12,765,000 | ||
Total: | 100% | 575,000,000 |
The Underwritten 2027 Securities shall have the following terms:
Title: | 0.875% Senior Notes due 2027 | |
Rank: | Senior Debt | |
Aggregate principal amount: | 575,000,000 | |
Denomination: | 100,000 and integral multiples of 1,000 in excess thereof | |
Currency of payment: | Euro | |
Interest rate or formula: | 0.875% per annum | |
Interest payment dates: | Each June 15, beginning June 15, 2020 (short first coupon) | |
Regular record dates: | The business day immediately preceding the relevant interest payment date | |
Stated maturity date: | June 15, 2027 | |
Optional redemption provisions: | As described in the Companys Preliminary Prospectus Supplement dated June 5, 2019 to the Prospectus dated October 9, 2018, ● Make-Whole Call prior to March 15, 2027 (DBR + 20 bps) ● Par Call on or after March 15, 2027 | |
Sinking fund requirements: | None | |
Conversion or exchange provisions: | None | |
Listing requirements: | New York Stock Exchange | |
Black-out provisions: | None |
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Fixed or Variable Price Offering: | Fixed Price Offering | |
Initial public offering price: | 99.869% of the principal amount, plus accrued interest, if any, from June 18, 2019 | |
Purchase price: | 99.494% of the principal amount, plus accrued interest, if any, from June 18, 2019 | |
Form: | Global certificate representing the Underwritten 2027 Securities registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee of the common depositary for Euroclear Bank SA/NV and Clearstream Banking, société anonyme | |
Applicable Time: | 12:11 P.M. New York City time | |
Other terms and conditions: | The Underwritten 2027 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 Trust Company, N.A. (the Bank of New York Mellon, formerly known as The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (as supplemented by the First Supplemental Indenture, dated as of March 13, 2013, and as may be further amended or supplemented from time to time (including by any supplement which may be entered into in connection with the issuance of the Underwritten 2027 Securities), the Senior Indenture). For purposes of the Underwritten 2027 Securities, all references in the Underwriting Agreement (as defined below) to the applicable Indenture shall be deemed to refer to the Senior Indenture. | |
London payment agent: | The Company and the Guarantor have appointed The Bank of New York Mellon, London Branch, as its London paying agent pursuant to a paying agency agreement to be dated June 18, 2019 | |
Settlement date: | T+3 (June 18, 2019) | |
Closing date and location: | June 18, 2019; Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, England |
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With Respect to the Underwritten 2031 Securities
| ||||
Underwriter | Percentage | Principal Amount of Underwritten 2031 Securities | ||
Merrill Lynch International | 24.02% | 138,115,000 | ||
Citigroup Global Markets Limited | 21.00% | 120,750,000 | ||
J.P. Morgan Securities plc | 21.00% | 120,750,000 | ||
MUFG Securities EMEA plc | 7.00% | 40,250,000 | ||
Wells Fargo Securities International Limited | 7.00% | 40,250,000 | ||
ANZ Securities, Inc. | 2.22% | 12,765,000 | ||
Barclays Bank PLC | 2.22% | 12,765,000 | ||
BNY Mellon Capital Markets, LLC | 2.22% | 12,765,000 | ||
Credit Suisse Securities (Europe) Limited | 2.22% | 12,765,000 | ||
DBS Bank Ltd. | 2.22% | 12,765,000 | ||
HSBC Securities (USA) Inc. | 2.22% | 12,765,000 | ||
ING Bank N.V., Belgian Branch | 2.22% | 12,765,000 | ||
RBC Europe Limited | 2.22% | 12,765,000 | ||
Standard Chartered Bank | 2.22% | 12,765,000 | ||
Total: | 100% | 575,000,000 |
The Underwritten 2031 Securities shall have the following terms:
Title: | 1.400% Senior Notes due 2031 | |
Rank: | Senior Debt | |
Aggregate principal amount: | 575,000,000 | |
Denomination: | 100,000 and integral multiples of 1,000 in excess thereof | |
Currency of payment: | Euro | |
Interest rate or formula: | 1.400% per annum | |
Interest payment dates: | Each June 15, beginning June 15, 2020 (short first coupon) | |
Regular record dates: | The business day immediately preceding the relevant interest payment date | |
Stated maturity date: | June 15, 2031 | |
Optional redemption provisions: | As described in the Companys Preliminary Prospectus Supplement dated June 5, 2019 to the Prospectus dated October 9, 2018, ● Make-Whole Call prior to March 15, 2031 (DBR + 25 bps) ● Par Call on or after March 15, 2031 | |
Sinking fund requirements: | None | |
Conversion or exchange provisions: | None | |
Listing requirements: | New York Stock Exchange | |
Black-out provisions: | None |
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Fixed or Variable Price Offering: | Fixed Price Offering | |
Initial public offering price: | 99.508% of the principal amount, plus accrued interest, if any, from June 18, 2019 | |
Purchase price: | 99.033% of the principal amount, plus accrued interest, if any, from June 18, 2019 | |
Form: | Global certificate representing the Underwritten 2031 Securities registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee of the common depositary for Euroclear Bank SA/NV and Clearstream Banking, société anonyme | |
Applicable Time: | 12:11 P.M. New York City time | |
Other terms and conditions: | The Underwritten 2031 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 Trust Company, N.A. (the Bank of New York Mellon, formerly known as The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (as supplemented by the First Supplemental Indenture, dated as of March 13, 2013, and as may be further amended or supplemented from time to time (including by any supplement which may be entered into in connection with the issuance of the Underwritten 2031 Securities), the Senior Indenture). For purposes of the Underwritten 2031 Securities, all references in the Underwriting Agreement (as defined below) to the applicable Indenture shall be deemed to refer to the Senior Indenture. | |
London payment agent: | The Company and the Guarantor have appointed The Bank of New York Mellon, London Branch, as its London paying agent pursuant to a paying agency agreement to be dated June 18, 2019 | |
Settlement date: | T+3 (June 18, 2019) | |
Closing date and location: | June 18, 2019; Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, England |
Notices: Notice to the Underwriters shall be directed to the following, as Representatives, as follows:
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Attention: Syndicate Desk
Facsimile: +44 (0)20 7995 0048
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Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
J.P. Morgan Securities plc
25 Bank Street
Canary Wharf
London E14 5JP
United Kingdom
Facsimile: +44 20 3493 0682
Attention: Head of Debt Syndicate and Head of EMEA Debt Capital Markets Group
All of the provisions contained in the document attached as Annex I hereto entitled CHUBB INA HOLDINGS INC. (a Delaware corporation) Senior and Subordinated Debt Securities Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by CHUBB 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.
Each of the parties hereto hereby expressly and irrevocably submits to the non-exclusive jurisdiction of any competent court in the place of its domicile and any United States Federal or New York State court sitting in the Borough of Manhattan in The City of New York in any action, suit or proceeding arising out of or relating to this Terms Agreement or the transactions contemplated hereby or thereby to the extent that such court has subject matter jurisdiction over the controversy, and expressly and irrevocably waives, to the extent permitted under applicable law, any immunity from the jurisdiction thereof and any claim or defense in such action, suit or proceeding based on a claim of improper venue, forum non conveniens or any similar basis to which it might otherwise be entitled in any such action, suit or proceeding. Each of the Company and the Guarantor irrevocably appoints Chubb Group Holdings Inc., 1133 Avenue of the Americas, 32nd Floor, New York, New York 10036, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor by the person serving the same to the address provided in Section 11 of the Underwriting Agreement, shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such action, suit or proceeding. Each of the Company and the Guarantor further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Terms Agreement.
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By executing this Terms Agreement, each of the Underwriters hereby agrees to be bound by the provisions of the ICMA Agreement Among Managers Version 1 (Fixed-Price Non-Equity Related Issues)/New York Law Schedule (the AMM), save that clause 3 of the AMM shall not apply and, in the event of any conflict between the provisions of the AMM and this Terms Agreement, the terms of this Terms Agreement shall prevail. For the purposes of the AMM, Managers means the Underwriters and the Lead Managers shall be Representative(s), Settlement Lead Manager and Stabilizing Manager means Merrill Lynch International and Subscription Agreement means this Terms Agreement.
Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the Product Governance Rules) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:
a) | each of Merrill Lynch International, Citigroup Global Markets Limited and J.P. Morgan Securities plc (each a Manufacturer and together the Manufacturers) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Underwritten Securities and the related information set out in the Prospectus/announcements in connection with the Underwritten Securities; and |
b) | MUFG Securities EMEA plc, Wells Fargo Securities International Limited, ANZ Securities, Inc., Barclays Bank PLC, BNY Mellon Capital Markets, LLC, Credit Suisse Securities (Europe) Limited, DBS Bank Ltd., HSBC Securities (USA) Inc., ING Bank N.V., Belgian Branch, RBC Europe Limited, Standard Chartered Bank, the Company and Chubb Limited note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Underwritten Securities by the Manufacturers and the related information set out in the Prospectus/announcements in connection with the Underwritten Securities. |
This Terms 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 12:11 P.M. (New York City time) on June 13, 2019 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
[The remainder of this page intentionally left blank.]
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Very truly yours, | ||||
MERRILL LYNCH INTERNATIONAL | ||||
By: | /s/ Julien Rosian | |||
Name: Julien Rosian | ||||
Title: Managing Director | ||||
CITIGROUP GLOBAL MARKETS LIMITED | ||||
By: | /s/ Julia Bardin | |||
Name: Julia Bardin | ||||
Title: Delegated Signatory | ||||
J.P. MORGAN SECURITIES PLC | ||||
By: | /s/ N.J. Darrant | |||
Name: N.J. Darrant | ||||
Title: Executive Director |
Signature Page to Terms Agreement
MUFG SECURITIES EMEA PLC | ||
By: | /s/ James Morgan | |
Name: James Morgan | ||
Title: Authorized Signatory |
Signature Page to Terms Agreement
WELLS FARGO SECURITIES INTERNATIONAL LIMITED | ||||
By: | /s/ Alicia Reyes | |||
Name: Alicia Reyes | ||||
Title: CEO |
Signature Page to Terms Agreement
ANZ SECURITIES, INC. | ||
By: | /s/ Ami Aharon | |
Name: Ami Aharon | ||
Title: Senior Vice President |
Signature Page to Terms Agreement
BARCLAYS BANK PLC | ||
By: | /s/ Lynda Fleming | |
Name: Lynda Fleming | ||
Title: Authorized Attorney |
Signature Page to Terms Agreement
BNY MELLON CAPITAL MARKETS, LLC | ||
By: | /s/ Dan Klinger | |
Name: Dan Klinger | ||
Title: Managing Director |
Signature Page to Terms Agreement
CREDIT SUISSE SECURITIES (EUROPE) LIMITED | ||
By: | /s/ Scott J. Roose | |
Name: Scott J. Roose | ||
Title: Managing Director | ||
By: | /s/ Anthony Stringer | |
Name: Anthony Stringer | ||
Title: Director |
Signature Page to Terms Agreement
DBS BANK LTD. | ||
By: | /s/ Lum Moe Tchun | |
Name: Lum Moe Tchun | ||
Title: Managing Director |
Signature Page to Terms Agreement
HSBC SECURITIES (USA) INC. | ||
By: | /s/ Diane Kenna | |
Name: Diane Kenna | ||
Title: Managing Director |
Signature Page to Terms Agreement
ING BANK N.V., BELGIAN BRANCH | ||
By: | /s/ Kris Devos | |
Name: Kris Devos | ||
Title: Senior Desk Manager | ||
By: | /s/ Patrice Kasiers | |
Name: Patrice Kasiers | ||
Title: Senior Advisor |
Signature Page to Terms Agreement
RBC EUROPE LIMITED | ||
By: | /s/ Ivan Browne | |
Name: Ivan Browne | ||
Title: Duly Authorised Signatory |
Signature Page to Terms Agreement
STANDARD CHARTERED BANK | ||
By: | /s/ Rajan Bagri | |
Name: Rajan Bagri | ||
Title: Managing Director |
Signature Page to Terms Agreement
Accepted: | ||
CHUBB INA HOLDINGS INC. | ||
By: | /s/ Mark Hammond | |
Name: Mark Hammond | ||
Title: Senior Vice President and | ||
Chief Financial Officer | ||
CHUBB LIMITED | ||
By: | /s/ Joseph F. Wayland | |
Name: Joseph F. Wayland | ||
Title: Executive Vice President, | ||
General Counsel and Secretary |
Signature Page to Terms Agreement
Schedule I
ISSUER FREE WRITING PROSPECTUSES
Final Term Sheet dated June 13, 2019 (attached hereto as Schedule II)
Schedule II
CHUBB INA HOLDINGS INC.
FINAL TERM SHEET
Supplementing the Preliminary Prospectus | Filed Pursuant to Rule 433 | |
Supplement dated June 5, 2019 | Registration Statement No. 333-227749 | |
(To Prospectus dated October 9, 2018) | and 333-227749-01 |
1,150,000,000
Chubb INA Holdings Inc.
575,000,000 0.875% Senior Notes due 2027
575,000,000 1.400% Senior Notes due 2031
Each Fully and Unconditionally Guaranteed by
Chubb Limited
Pricing Term Sheet
June 13, 2019
Issuer: | Chubb INA Holdings Inc. | |
Issuer Legal Entity Identifier: | CZCBJZWDMLTHWJDXU843 | |
Guarantor: | Chubb Limited | |
Offering Format: | SEC Registered | |
Security Type: | Senior Unsecured Notes | |
Description of Securities: | 0.875% Senior Notes due 2027 (the 2027 Notes) 1.400% Senior Notes due 2031 (the 2031 Notes and, together with the 2027 Notes, the Notes) | |
Pricing Date: | June 13, 2019 | |
Settlement Date: | June 18, 2019 (T+3) | |
Maturity Date: | 2027 Notes: June 15, 2027 2031 Notes: June 15, 2031 | |
Principal Amount: | 2027 Notes: 575,000,000 2031 Notes: 575,000,000 | |
Public Offering Price: | 2027 Notes: 99.869% 2031 Notes: 99.508% | |
Coupon (Interest Rate): | 2027 Notes: 0.875% per year 2031 Notes: 1.400% per year |
Coupon Payment Dates: | 2027 Notes: Annually on June 15, commencing June 15, 2020 (short first coupon) 2031 Notes: Annually on June 15, commencing June 15, 2020 (short first coupon) | |||
Benchmark Government Security: | 2027 Notes: DBR 0.25% due February 2027 2031 Notes: DBR 0.25% due February 2029 | |||
Benchmark Government Security Price / Yield: | 2027 Notes: 105.24 / -0.421% 2031 Notes: 104.82 / -0.242% | |||
Spread to Benchmark Government Security: | 2027 Notes: +131.3 basis points 2031 Notes: +168.7 basis points | |||
Denomination: | 100,000 and integral multiples of 1,000 in excess thereof | |||
Day Count Convention: | Actual/Actual (ICMA) | |||
Yield to Maturity: | 2027 Notes: 0.892% 2031 Notes: 1.445% | |||
Mid-Swaps: | 2027 Notes: 0.092% 2031 Notes: 0.415% | |||
Spread to Mid-Swaps: | 2027 Notes: +80 basis points 2031 Notes: +103 basis points | |||
Optional Redemption: | In each case as described in the Preliminary Prospectus Supplement | |||
2027 Notes: | ● Make-Whole Call prior to March 15, 2027 (DBR + 20 basis points) | |||
● Par Call on or after March 15, 2027 | ||||
2031 Notes: | ● Make-Whole Call prior to March 15, 2031 (DBR + 25 basis points) | |||
● Par Call on or after March 15, 2031 | ||||
Listing: | The Issuer intends to apply to list the Notes on the New York Stock Exchange | |||
CUSIP/ISIN/Common Code: | 2027 Notes: 171239 AC0 / XS2012102674 / 201210267 2031 Notes: 171239 AD8 / XS2012102914 / 201210291 | |||
Joint Book-Running Managers: | Merrill Lynch International J.P. Morgan Securities plc MUFG Securities EMEA plc Wells Fargo Securities International Limited | |||
Co-Managers: | ANZ Securities, Inc. Barclays Bank PLC BNY Mellon Capital Markets, LLC Credit Suisse Securities (Europe) Limited DBS Bank Ltd. HSBC Securities (USA) Inc. |
ING Bank N.V., Belgian Branch RBC Europe Limited Standard Chartered Bank |
The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer or the guarantor has filed with the SEC for more complete information about the issuer, the guarantor and these offerings. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in these offerings will arrange to send you the prospectus if you request it by calling Merrill Lynch International toll-free at ###-###-####, Citigroup Global Markets Limited toll-free at ###-###-#### or J.P. Morgan Securities plc collect at +44-207-134-2468.
MiFID II professionals/ECPs-only / No PRIIPs KID Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in the EEA.
This pricing term sheet is not a prospectus for the purposes of the European Unions Directive 2003/71/EC (as amended or superseded) as implemented in member states of the European Economic Area.
The communication of this pricing term sheet and any other document or materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdoms Financial Services and Markets Act 2000, as amended (the FSMA). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons in the United Kingdom to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as relevant persons). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this pricing term sheet relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this pricing term sheet or any of its contents.
Relevant stabilisation regulation including FCA/ICMA will apply.
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Annex I
UNDERWRITING AGREEMENT
[Filed as Exhibit 1.1 to Form 8-K and not included herein]