Pricing Agreement
Exhibit 1.3
Pricing Agreement
To the Underwriters named
in Schedule I hereto
April 2, 2012
Ladies and Gentlemen:
The Hartford Financial Services Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement General Terms and Conditions, dated April 2, 2012, attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement General Terms and Conditions 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 Pricing Agreement. Unless otherwise defined herein, terms defined in the Underwriting Agreement General Terms and Conditions 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 Designated Securities pursuant to Section 13 of the Underwriting Agreement General Terms and Conditions and the addresses of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated 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 General Terms and Conditions 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 such Underwriter set forth in Schedule II hereto, the principal amount of Designated 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 five counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement General Terms and Conditions incorporated herein by reference, shall constitute a binding agreement between each Underwriter, on the one hand, and the Company, on the other.
1
| Very truly yours, | ||||
| THE HARTFORD FINANCIAL SERVICES GROUP, INC. | ||||
| By: | /s/ Christopher J. Swift | |||
| Name: | Christopher J. Swift | |||
| Title: | EVP, Chief Financial Officer | |||
[Signature Page to the Pricing Agreement — Senior Notes]
Accepted as of the date hereof:
CITIGROUP GLOBAL MARKETS INC.
GOLDMAN, SACHS & CO.
As Representatives of the Underwriters listed in
Schedule I hereto
| CITIGROUP GLOBAL MARKETS INC. | ||||
| By: | /s/ Jack D. McSpadden | |||
| Name: | Jack D. McSpadden | |||
| Title: | Managing Director | |||
[Signature Page to the Pricing Agreement — Senior Notes]
| GOLDMAN, SACHS & CO. | ||
| By: | /s/ Goldman, Sachs & Co. | |
| (Goldman, Sachs & Co.) | ||
[Signature Page to the Pricing Agreement — Senior Notes]
SCHEDULE I
| Underwriters | Principal Amount of Notes due 2017 to be purchased | Principal Amount of Notes due 2022 to be purchased | Principal Amount of Notes due 2042 to be purchased | |||||||||
| Citigroup Global Markets Inc. | $ | 81,250,000 | $ | 200,000,000 | $ | 106,250,000 | ||||||
| Goldman, Sachs & Co. | 81,250,000 | 200,000,000 | 106,250,000 | |||||||||
| Barclays Capital Inc. | 26,000,000 | 64,000,000 | 34,000,000 | |||||||||
| Deutsche Bank Securities Inc. | 26,000,000 | 64,000,000 | 34,000,000 | |||||||||
| J.P. Morgan Securities LLC | 26,000,000 | 64,000,000 | 34,000,000 | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | 26,000,000 | 64,000,000 | 34,000,000 | |||||||||
| Credit Suisse Securities (USA) LLC | 10,157,000 | 25,000,000 | 13,282,000 | |||||||||
| UBS Securities LLC | 10,156,000 | 25,000,000 | 13,281,000 | |||||||||
| U.S. Bancorp Investments, Inc. | 10,156,000 | 25,000,000 | 13,281,000 | |||||||||
| Wells Fargo Securities, LLC | 10,156,000 | 25,000,000 | 13,281,000 | |||||||||
| BB&T Capital Markets, a division of Scott & Stringfellow, LLC | 2,554,000 | 6,286,000 | 3,340,000 | |||||||||
| BNY Mellon Capital Markets, LLC | 2,554,000 | 6,286,000 | 3,340,000 | |||||||||
| Lloyds Securities Inc. | 2,554,000 | 6,286,000 | 3,339,000 | |||||||||
| PNC Capital Markets LLC | 2,554,000 | 6,286,000 | 3,339,000 | |||||||||
| RBS Securities Inc. | 2,553,000 | 6,286,000 | 3,339,000 | |||||||||
| SMBC Nikko Capital Markets Limited | 2,553,000 | 6,285,000 | 3,339,000 | |||||||||
| The Williams Capital Group, L.P. | 2,553,000 | 6,285,000 | 3,339,000 | |||||||||
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| Total | $ | 325,000,000 | $ | 800,000,000 | $ | 425,000,000 | ||||||
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SCHEDULE I
SCHEDULE II
Title of Designated Securities:
4.000% Senior Notes due 2017 (the “2017 Notes”)
5.125% Senior Notes due 2022 (the “2022 Notes”)
6.625% Senior Notes due 2042 (the “2042 Notes”).
Aggregate Principal Amount:
$325,000,000 of 4.000% 2017 Notes
$800,000,000 of 5.125% 2022 Notes
$425,000,000 of 6.625% 2042 Notes
Initial Offering Price by Underwriter:
99.920% of the principal amount of the 2017 Notes, plus accrued interest, if any, from April 5, 2012
99.456% of the principal amount of the 2022 Notes, plus accrued interest, if any, from April 5, 2012
99.893% of the principal amount of the 2042 Notes, plus accrued interest, if any, from April 5, 2012
Purchase Price by Underwriter:
99.320% of the principal amount of the 2017 Notes, plus accrued interest, if any, from April 5, 2012
98.806% of the principal amount of the 2022 Notes, plus accrued interest, if any, from April 5, 2012
99.018% of the principal amount of the 2042 Notes, plus accrued interest, if any, from April 5, 2012
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.
Specified Funds for Payment of Purchase Price:
Federal (same day) funds.
Applicable Time:
5:45 p.m. (New York City time) on the date of the Pricing Agreement.
SCHEDULE II – Page 1
Time of Delivery:
9:00 a.m. (New York City time) on April 5, 2012, or at such other time and date as the Representatives and the Company may agree upon in writing.
Indenture:
Senior Indenture, dated April 11, 2007, between the Company and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee (the “Trustee”).
Maturity:
October 15, 2017 for the 2017 Notes
April 15, 2022 for the 2022 Notes
April 15, 2042 for the 2042 Notes
Interest Rate:
4.000% for the 2017 Notes
5.125% for the 2022 Notes
6.625% for the 2042 Notes
Interest Payment Dates:
Semi-annually in arrears on April 15 and October 15, beginning October 15, 2012 for the 2017 Notes
Semi-annually in arrears on April 15 and October 15, beginning October 15, 2012 for the 2022 Notes
Semi-annually in arrears on April 15 and October 15, beginning October 15, 2012 for the 2042 Notes.
Redemption Provisions:
The Designated Securities may be redeemed in whole or in part at any time and from time to time at a price to be determined as set forth in the Prospectus under the caption “Description of the Notes—Optional Redemption”.
Defeasance
As set forth in the Prospectus under the caption “Description of the Debt Securities—Defeasance”.
SCHEDULE II – Page 2
Closing Location:
Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, or at such other place as the Representatives and the Company may agree upon in writing.
Names and Addresses of Representatives:
Citigroup Global Markets Inc.
Attention: General Counsel
Facsimile: 212 ###-###-####
388 Greenwich Street
New York, New York 10013
Goldman, Sachs & Co.
Attention: Registration Department
200 West Street
New York, New York 10282
SCHEDULE II – Page 3
Information Provided by the Underwriters:
The Underwriters have furnished to the Company for use in the Disclosure Package and Prospectus:
| (a) | The names of the Underwriters in the table of Underwriters under the caption “Underwriting” in the Prospectus; |
| (b) | The third sentence of the second paragraph of the text following the table of Underwriters under the caption “Underwriting” in the Prospectus; and |
| (c) | The eighth paragraph of the text following the table of Underwriters under the caption “Underwriting” in the Prospectus. |
SCHEDULE II – Page 4
SCHEDULE III
| • | Final Term Sheet, dated April 2, 2012, relating to the 2017 Notes, as filed pursuant to Rule 433 under the Act and attached as Schedule IV hereto. |
| • | Final Term Sheet, dated April 2, 2012, relating to the 2022 Notes, as filed pursuant to Rule 433 under the Act and attached as Schedule IV hereto. |
| • | Final Term Sheet, dated April 2, 2012, relating to the 2042 Notes, as filed pursuant to Rule 433 under the Act and attached as Schedule IV hereto. |
| • | Free Writing Prospectus, dated April 2, 2012, relating to the Warrant and Debentures Purchase Agreement between the Company and Allianz SE, as filed pursuant to Rule 433 under the Act. |
SCHEDULE III
SCHEDULE IV
The Hartford Financial Services Group, Inc.
$325,000,000
4.000% Senior Notes due 2017
FINAL TERM SHEET Dated April 2, 2012
| Issuer: | The Hartford Financial Services Group, Inc. | |
| Security: | SEC Registered Senior Unsecured Notes | |
| Specified Currency: | U.S. Dollars | |
| Principal Amount: | $325,000,000 | |
| Trade Date: | April 2, 2012 | |
| Settlement Date (T+3): | April 5, 2012 | |
| Maturity Date: | October 15, 2017 | |
| Coupon: | 4.000% | |
| Day Count Convention: | 30/360, unadjusted | |
| Yield to Maturity: | 4.016% | |
| Benchmark Treasury: | 1.000% US Treasury due March 15, 2017 | |
| Benchmark Treasury Price: | 99-29+ | |
| Benchmark Treasury Yield: | 1.016% | |
| Spread to Treasury: | 300 basis points | |
| Price to Public: | 99.920% of principal amount | |
| Interest Payment Dates: | Semi-annually in arrears on April 15 and October 15, commencing October 15, 2012 (long first coupon) | |
| Optional Redemption: | At any time in whole, or from time to time in part, make-whole call at a discount rate of Treasury plus 45 basis points or, if greater, 100% of the principal amount of notes to be redeemed, in each case plus accrued and unpaid interest to the date of redemption | |
| Proceeds (after underwriting discount and before expenses) to Issuer: | $322,790,000 (99.320% of principal amount) | |
| Authorized Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP/ISIN: | 416518 AA6 / US416518AA68 | |
| Joint Structuring Advisors and Joint Book-Running Managers: | Citigroup Global Markets Inc. Goldman, Sachs & Co. | |
SCHEDULE IV – Page 1
| Joint Book-Running Managers: | Barclays Capital Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
| Senior Co-Managers: | Credit Suisse Securities (USA) LLC UBS Securities LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Junior Co-Managers: | BB&T Capital Markets, a division of Scott & Stringfellow, LLC BNY Mellon Capital Markets, LLC Lloyds Securities Inc. PNC Capital Markets LLC RBS Securities Inc. SMBC Nikko Capital Markets Limited The Williams Capital Group, L.P. | |
| Proceeds (after underwriting discount and before expenses) of concurrent offering of 7.875% Fixed-To-Floating Rate Junior Subordinated Debentures due 2042: | $588,883,958 | |
| Long-term debt (on a carrying value basis) after giving effect to the offering of 4.000% Senior Notes due 2017, 5.125% Senior Notes due 2022 and 6.625% Senior Notes due 2042, the concurrent offering of 7.875% Fixed-To-Floating Rate Junior Subordinated Debentures due 2042 and the assumed repurchase of the 10% Fixed-To-Floating Rate Junior Subordinated Debentures due 2068: | $7.1 billion | |
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 EDGAR on the SEC Web site at www.sec.gov. 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 Citigroup Global Markets Inc. at ###-###-####, or by calling Goldman, Sachs & Co., toll-free at ###-###-####.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.
SCHEDULE IV – Page 2
The Hartford Financial Services Group, Inc.
$800,000,000
5.125% Senior Notes due 2022
FINAL TERM SHEET Dated April 2, 2012
| Issuer: | The Hartford Financial Services Group, Inc. | |
| Security: | SEC Registered Senior Unsecured Notes | |
| Specified Currency: | U.S. Dollars | |
| Principal Amount: | $800,000,000 | |
| Trade Date: | April 2, 2012 | |
| Settlement Date (T+3): | April 5, 2012 | |
| Maturity Date: | April 15, 2022 | |
| Coupon: | 5.125% | |
| Day Count Convention: | 30/360, unadjusted | |
| Yield to Maturity: | 5.195% | |
| Benchmark Treasury: | 2.000% US Treasury due February 15, 2022 | |
| Benchmark Treasury Price: | 98-09 | |
| Benchmark Treasury Yield: | 2.195% | |
| Spread to Treasury: | 300 basis points | |
| Price to Public: | 99.456% of principal amount | |
| Interest Payment Dates: | Semi-annually in arrears on April 15 and October 15, commencing October 15, 2012 (long first coupon) | |
| Optional Redemption: | At any time in whole, or from time to time in part, make-whole call at a discount rate of Treasury plus 45 basis points or, if greater, 100% of the principal amount of notes to be redeemed, in each case plus accrued and unpaid interest to the date of redemption | |
| Proceeds (after underwriting discount and before expenses) to Issuer: | $790,448,000 (98.806% of principal amount) | |
| Authorized Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP/ISIN: | 416518 AB4 / US416518AB42 | |
| Joint Structuring Advisors and Joint Book-Running Managers: | Citigroup Global Markets Inc. Goldman, Sachs & Co. | |
| Joint Book-Running Managers: | Barclays Capital Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
SCHEDULE IV – Page 3
| Senior Co-Managers: | Credit Suisse Securities (USA) LLC UBS Securities LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Junior Co-Managers: | BB&T Capital Markets, a division of Scott & Stringfellow, LLC BNY Mellon Capital Markets, LLC Lloyds Securities Inc. PNC Capital Markets LLC RBS Securities Inc. SMBC Nikko Capital Markets Limited The Williams Capital Group, L.P. | |
| Proceeds (after underwriting discount and before expenses) of concurrent offering of 7.875% Fixed-To-Floating Rate Junior Subordinated Debentures due 2042: | $588,883,958 | |
| Long-term debt (on a carrying value basis) after giving effect to the offering of 4.000% Senior Notes due 2017, 5.125% Senior Notes due 2022 and 6.625% Senior Notes due 2042, the concurrent offering of 7.875% Fixed-To-Floating Rate Junior Subordinated Debentures due 2042 and the assumed repurchase of the 10% Fixed-To-Floating Rate Junior Subordinated Debentures due 2068: | $7.1 billion | |
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 EDGAR on the SEC Web site at www.sec.gov. 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 Citigroup Global Markets Inc. at ###-###-####, or by calling Goldman, Sachs & Co., toll-free at ###-###-####.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.
SCHEDULE IV – Page 4
The Hartford Financial Services Group, Inc.
$425,000,000
6.625% Senior Notes due 2042
FINAL TERM SHEET Dated April 2, 2012
| Issuer: | The Hartford Financial Services Group, Inc. | |
| Security: | SEC Registered Senior Unsecured Notes | |
| Specified Currency: | U.S. Dollars | |
| Principal Amount: | $425,000,000 | |
| Trade Date: | April 2, 2012 | |
| Settlement Date (T+3): | April 5, 2012 | |
| Maturity Date: | April 15, 2042 | |
| Coupon: | 6.625% | |
| Day Count Convention: | 30/360, unadjusted | |
| Yield to Maturity: | 6.633% | |
| Benchmark Treasury: | 3.125% US Treasury due November 15, 2041 | |
| Benchmark Treasury Price: | 96-03+ | |
| Benchmark Treasury Yield: | 3.333% | |
| Spread to Treasury: | 330 basis points | |
| Price to Public: | 99.893% of principal amount | |
| Interest Payment Dates: | Semi-annually in arrears on April 15 and October 15, commencing October 15, 2012 (long first coupon) | |
| Optional Redemption: | At any time in whole, or from time to time in part, make-whole call at a discount rate of Treasury plus 50 basis points or, if greater, 100% of the principal amount of notes to be redeemed, in each case plus accrued and unpaid interest to the date of redemption | |
| Proceeds (after underwriting discount and before expenses) to Issuer: | $420,826,500 (99.018% of principal amount) | |
| Authorized Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| CUSIP/ISIN: | 416518 AC2 / US416518AC25 | |
| Joint Structuring Advisors and Joint Book-Running Managers: | Citigroup Global Markets Inc. Goldman, Sachs & Co. | |
| Joint Book-Running Managers: | Barclays Capital Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated | |
SCHEDULE IV – Page 5
| Senior Co-Managers: | Credit Suisse Securities (USA) LLC UBS Securities LLC U.S. Bancorp Investments, Inc. Wells Fargo Securities, LLC | |
| Junior Co-Managers: | BB&T Capital Markets, a division of Scott & Stringfellow, LLC BNY Mellon Capital Markets, LLC Lloyds Securities Inc. PNC Capital Markets LLC RBS Securities Inc. SMBC Nikko Capital Markets Limited The Williams Capital Group, L.P. | |
| Proceeds (after underwriting discount and before expenses) of concurrent offering of 7.875% Fixed-To-Floating Rate Junior Subordinated Debentures due 2042: | $588,883,958 | |
| Long-term debt (on a carrying value basis) after giving effect to the offering of 4.000% Senior Notes due 2017, 5.125% Senior Notes due 2022 and 6.625% Senior Notes due 2042, the concurrent offering of 7.875% Fixed-To-Floating Rate Junior Subordinated Debentures due 2042 and the assumed repurchase of the 10% Fixed-To-Floating Rate Junior Subordinated Debentures due 2068: | $7.1 billion | |
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 EDGAR on the SEC Web site at www.sec.gov. 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 Citigroup Global Markets Inc. at ###-###-####, or by calling Goldman, Sachs & Co., toll-free at ###-###-####.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER E-MAIL SYSTEM.
SCHEDULE IV – Page 6
