Pricing Agreement, dated May 30, 2018, among the Company and the representatives of the Underwriters
Exhibit 1.2
PRICING AGREEMENT
May 30, 2018
Morgan Stanley & Co. LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
UBS Securities LLC
Wells Fargo Securities, LLC
As Representatives of the several Underwriters
named in Schedule I hereto
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
c/o UBS Securities LLC
1285 Avenue of the Americas
New York, NY 10019
Attention: Fixed Income Syndicate
c/o Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
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 May 30, 2018 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the total number of 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, the Closing Date and, if applicable, the Option 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. 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, (1) 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 the number of Initial Depositary Shares set forth opposite the name of such Underwriter in Schedule I hereto under the caption “Number of Initial Depositary Shares” and (2) the Company agrees to issue, sell and deliver to the Underwriters, and the Underwriters shall have the right to purchase, severally and not jointly, up to the respective numbers of Option Depositary Shares set forth opposite the names of the Underwriters in Schedule I hereto under the caption “Number of Option Depositary Shares.” The date of the issuance, sale and delivery of the Initial Depositary Shares 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/ John D. McCallion | |
| Name: | John D. McCallion | |
| Title: | Executive Vice President and Chief Financial Officer and Treasurer | |
[Signature page to Depository Shares Pricing Agreement]
Accepted as of the date hereof
on behalf of each of the Underwriters:
| MORGAN STANLEY & CO. LLC | ||
| By: | /s/ Yurij Slyz | |
| Name: | Yurij Slyz | |
| Title: | Executive Director | |
[Signature page to Depository Shares Pricing Agreement]
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
| By: | /s/ Matthew Basler | |
| Name: | Matthew Basler | |
| Title: | Managing Director |
[Signature page to Depository Shares Pricing Agreement]
UBS SECURITIES LLC
| By: | /s/ Sam Reinhart |
| Name: | Sam Reinhart | |
| Title: | Managing Director |
| By: | /s/ Corey Sieven |
| Name: | Corey Sieven | |
| Title: | Director |
[Signature page to Depository Shares Pricing Agreement]
WELLS FARGO SECURITIES, LLC
| By: | /s/ Carolyn Hurley |
| Name: | Carolyn Hurley | |
| Title: | Director |
[Signature page to Depository Shares Pricing Agreement]
SCHEDULE I
TO PRICING AGREEMENT
| Underwriters | Number of Initial Depositary Shares | Number of Option Depositary Shares | Total Number of Depositary Shares | |||||||||
| Morgan Stanley & Co. LLC | 5,180,000 | 777,000 | 5,957,000 | |||||||||
| Merrill Lynch, Pierce, Fenner & Smith Incorporated | 5,180,000 | 777,000 | 5,957,000 | |||||||||
| UBS Securities LLC | 5,180,000 | 777,000 | 5,957,000 | |||||||||
| Wells Fargo Securities, LLC | 5,180,000 | 777,000 | 5,957,000 | |||||||||
| Citigroup Global Markets Inc. | 896,000 | 134,400 | 1,030,400 | |||||||||
| Deutsche Bank Securities Inc. | 896,000 | 134,400 | 1,030,400 | |||||||||
| HSBC Securities (USA) Inc. | 896,000 | 134,400 | 1,030,400 | |||||||||
| Mizuho Securities USA LLC | 896,000 | 134,400 | 1,030,400 | |||||||||
| SMBC Nikko Securities America, Inc. | 896,000 | 134,400 | 1,030,400 | |||||||||
| HRC Investment Services, Inc. | 259,000 | 38,850 | 297,850 | |||||||||
| Janney Montgomery Scott LLC | 259,000 | 38,850 | 297,850 | |||||||||
| Stifel, Nicolaus & Company, Inc. | 259,000 | 38,850 | 297,850 | |||||||||
| Wedbush Morgan Securities Inc. | 259,000 | 38,850 | 297,850 | |||||||||
| Advisors Asset Management | 98,000 | 14,700 | 112,700 | |||||||||
| BB&T Capital Markets | 98,000 | 14,700 | 112,700 | |||||||||
| BNY Mellon Capital Markets, LLC | 98,000 | 14,700 | 112,700 | |||||||||
| C. L. King & Associates, Inc. | 98,000 | 14,700 | 112,700 | |||||||||
| D.A. Davidson & Co. | 98,000 | 14,700 | 112,700 | |||||||||
| Davenport & Company LLC | 98,000 | 14,700 | 112,700 | |||||||||
| Drexel Hamilton, LLC | 98,000 | 14,700 | 112,700 | |||||||||
| Fidelity Brokerage Services LLC | 98,000 | 14,700 | 112,700 | |||||||||
| Hilltop Securities Inc. | 98,000 | 14,700 | 112,700 | |||||||||
| J.J.B. Hilliard, W.L. Lyons, Inc. | 98,000 | 14,700 | 112,700 | |||||||||
| Maxim Group LLC | 98,000 | 14,700 | 112,700 | |||||||||
| Mesirow Financial, Inc. | 98,000 | 14,700 | 112,700 | |||||||||
| MFR Securities, Inc. | 98,000 | 14,700 | 112,700 | |||||||||
| Mischler Financial Group, Inc. | 98,000 | 14,700 | 112,700 | |||||||||
| Oppenheimer & Co. Inc. | 98,000 | 14,700 | 112,700 | |||||||||
| Robert W. Baird & Co. Incorporated | 98,000 | 14,700 | 112,700 | |||||||||
| The Williams Group, L.P. | 98,000 | 14,700 | 112,700 | |||||||||
| William Blair & Company, L.L.C. | 98,000 | 14,700 | 112,700 | |||||||||
|
|
|
|
|
|
| |||||||
| Total | 28,000,000 | 4,200,000 | 32,200,000 | |||||||||
Schedule I - 1
SCHEDULE II
TO PRICING AGREEMENT
Filed pursuant to Rule 433
May 30, 2018
Relating to
Preliminary Prospectus Supplement dated May 30, 2018 to
Prospectus dated November 18, 2016
Registration Statement No. 333-214708
MetLife, Inc.
28,000,000 Depositary Shares,
each representing a 1/1000th interest in a share of
5.625% Non-Cumulative Preferred Stock, Series E
Final Term Sheet
May 30, 2018
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | Depositary shares (“Depositary Shares”), each representing a 1/1000th interest in a share of the Issuer’s 5.625% Non-Cumulative Preferred Stock, Series E (“Series E Preferred Shares”) | |
| Number of Depositary Shares: | 28,000,000 | |
| Over-allotment Option: | 4,200,000 | |
| Liquidation Preference: | $25,000 per Series E Preferred Share (equivalent to $25 per Depositary Share) | |
| Aggregate Liquidation Preference: | $700,000,000 | |
| Price to the Public: | $25 per Depositary Share | |
Schedule II - 1
| Gross Underwriting Discount (Retail): | $0.7875 per Depositary Share | |
| Gross Underwriting Discount (Institutional): | $0.25 per Depositary Share | |
| Proceeds to Issuer Before Expenses: | $678,936,312.50 | |
| Maturity Date: | Perpetual | |
| Pricing Date: | May 30, 2018 | |
| Settlement Date*: | June 4, 2018 (T+3) | |
| Dividend Rate and Dividend Payment Dates: | When, as and if declared by the Issuer’s board of directors or a duly authorized committee thereof, the Issuer will pay dividends on a non-cumulative basis, quarterly in arrears on the 15th day of March, June, September and December of each year, commencing on September 15, 2018, at 5.625% per annum, accruing from, and including, the Settlement Date | |
| Day Count Convention: | 30/360 | |
| Payment Business Days: | New York | |
| Optional Redemption: | Series E Preferred Shares are redeemable, in whole or in part, from time to time, on or after June 15, 2023, at a redemption price equal to $25,000 per Series E Preferred Share (equivalent to $25 per Depositary Share), plus an amount equal to any accrued and unpaid dividends that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date | |
Schedule II - 2
| Redemption after the Occurrence of a Rating Agency Event or Regulatory Capital Event: |
Series E Preferred Shares are redeemable, in whole but not in part, at any time prior to June 15, 2023, within 90 days after the occurrence of a “rating agency event” or “regulatory capital event” (as defined in the Preliminary Prospectus), at a redemption price equal to (i) in the case of a rating agency event, $25,500 per Series E Preferred Share (equivalent to $25.50 per Depositary Share), plus an amount equal to any accrued and unpaid dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date or (ii) in the case of a regulatory capital event, $25,000 per Series E Preferred Share (equivalent to $25 per Depositary Share), plus an amount equal to any accrued and unpaid dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date. | |
| Listing: | Application will be made to list Depositary Shares on the New York Stock Exchange under the symbol “METPrE” | |
| Depositary Shares CUSIP/ISIN: | 59156R 876 / US59156R8768 | |
| Joint Book-Running Managers: | Morgan Stanley & Co. LLC Incorporated | |
| Co-Managers: | Citigroup Global Markets Inc. HSBC Securities (USA) Inc. Deutsche Bank Securities Inc. Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. | |
| First Tier Underwriters: | HRC Investment Services, Inc. Janney Montgomery Scott LLC Stifel, Nicolaus & Company, Inc. Wedbush Morgan Securities Inc. | |
Schedule II - 3
| Second Tier Underwriters: | Advisors Asset Management BB&T Capital Markets BNY Mellon Capital Markets, LLC C. L. King & Associates, Inc. D.A. Davidson & Co. Davenport & Company LLC Drexel Hamilton, LLC Fidelity Brokerage Services LLC Hilltop Securities Inc. J.J.B. Hilliard, W.L. Lyons, Inc. Maxim Group LLC Mesirow Financial, Inc. MFR Securities, Inc. Mischler Financial Group, Inc. Oppenheimer & Co. Inc. Robert W. Baird & Co. Incorporated The Williams Group, L.P. William Blair & Company, L.L.C. |
| * | It is expected that delivery of the Depositary Shares will be made against payment therefor on or about June 4, 2018, which is the third business day following the date hereof (such settlement cycle being referred to as ‘‘T+3’’). Pursuant to Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares prior to their date of delivery may be required, by virtue of the fact that the Depositary Shares initially will settle in T+3, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Depositary Shares who wish to trade such Depositary Shares prior to their date of delivery should consult their own advisors. |
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 website 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 Morgan Stanley & Co. LLC toll-free at ###-###-####, Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800) ###-###-####, UBS Securities LLC toll-free at (888) ###-###-#### or Wells Fargo Securities, LLC toll-free at ###-###-####.
Schedule II - 4
SCHEDULE III
TO PRICING AGREEMENT
Underwriters’ Purchase Price of Depositary Shares: $24.2125 per Depositary Share for retail orders and $24.75 per Depositary Share for institutional orders
Closing Date: June 4, 2018
Addresses for Notices, etc. to the Representatives:
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
UBS Securities LLC
1285 Avenue of the Americas
New York, NY 10019
Attention: Fixed Income Syndicate
Fax: 203 ###-###-####
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
Annex VI -
