PRICING AGREEMENT
Exhibit 1.1
PRICING AGREEMENT
September 30, 2014
The Remarketing Agents listed on Schedule I
Ladies and Gentlemen:
Reference is made to the Remarketing Agreement, dated August 26, 2014 (the “Remarketing Agreement”), among MetLife, Inc., a Delaware corporation, Deutsche Bank Trust Company Americas, not individually but solely as Stock Purchase Contract Agent, and Deutsche Bank Securities Inc. (together with the institutions appointed as Remarketing Agents pursuant to Section 8 thereof, the “Remarketing Agents”) in connection with the remarketing of the securities specified in the Final Term Sheet set forth as Annex A hereto (the “Remarketed Securities”). Unless otherwise defined herein, terms defined in the Remarketing Agreement are used herein as therein defined.
Each of the provisions of the Remarketing Agreement is incorporated herein by reference in its entirety and shall be deemed to be a part of this Pricing Agreement (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 on and as of the Applicable Time, the date of this Agreement and the Remarketing Settlement Date. Each reference to the Remarketing Agents herein and in the provisions of the Remarketing Agreement incorporated herein by reference shall be deemed to refer to you.
The Final Prospectus relating to the Remarketed Securities is now proposed to be filed with the Commission, in accordance with Section 3(a) of the Remarketing Agreement.
Subject to the terms and conditions set forth herein and in the Remarketing Agreement incorporated herein by reference, (A) the Company and the Remarketing Agents agree that: (i) final terms of the Remarketed Securities shall be as specified in the Final Term Sheet set forth as Annex A hereto; (ii) pursuant to Section 1(c) of the Remarketing Agreement, the Remarketing Fee for the First Tranche Series E Debt Securities shall be 25 basis points (0.25%) and the Remarketing Fee for the Second Tranche Series E Debt Securities shall be 87.5 basis points (0.875%) and (iii) the “Applicable Time” means 5:35 p.m. (Eastern Time) on September 30, 2014; and (B) the Remarketing Agents agree to remarket, severally and not jointly, the principal amount of Remarketed Securities set forth opposite their respective names as set forth on 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, this letter and such acceptance hereof, including the provisions of the Remarketing Agreement incorporated herein by reference, shall constitute a binding agreement among each of the Remarketing Agents and the Company.
| Very truly yours, | ||||
| METLIFE, INC. | ||||
| By: | /s/ Marlene B. Debel | |||
| Name: | Marlene B. Debel | |||
| Title: | Senior Vice President and Treasurer | |||
[Pricing Agreement]
Accepted as of the date hereof:
| DEUTSCHE BANK SECURITIES INC. | ||||
| By: | /s/ Mary Hardgrove | |||
| Name: | Mary Hardgrove | |||
| Title: | Managing Director | |||
| By: | /s/ Adam Raucher | |||
| Name: | Adam Raucher | |||
| Title: | Director | |||
[Pricing Agreement]
Accepted as of the date hereof:
| CITIGROUP GLOBAL MARKETS INC. | ||||
| By: | /s/ Jack D. McSpadden, Jr. | |||
| Name: | Jack D. McSpadden, Jr. | |||
| Title: | Managing Director | |||
[Pricing Agreement]
Accepted as of the date hereof:
| CREDIT SUISSE SECURITIES (USA) LLC | ||||
| By: | /s/ Sharon Harrison | |||
| Name: | Sharon Harrison | |||
| Title: | Director | |||
[Pricing Agreement]
Accepted as of the date hereof:
| GOLDMAN, SACHS & CO. | ||||
| By: | /s/ Ryan Gilliam | |||
| Name: | Ryan Gilliam | |||
| Title: | Vice President | |||
[Pricing Agreement]
Accepted as of the date hereof:
| HSBC SECURITIES (USA) INC. | ||||
| By: | /s/ Elsa Y. Wang | |||
| Name: | Elsa Y. Wang | |||
| Title: | Vice President | |||
[Pricing Agreement]
Accepted as of the date hereof:
| UBS SECURITIES LLC | ||||
| By: | /s/ Thomas Curran | |||
| Name: | Thomas Curran | |||
| Title: | Managing Director | |||
| By: | /s/ Demetrios Tsapralis | |||
| Name: | Demetrios Tsapralis | |||
| Title: | Executive Director | |||
[Pricing Agreement]
Accepted as of the date hereof:
| WELLS FARGO SECURITIES, LLC | ||||
| By: | /s/ Carolyn Hurley | |||
| Name: | Carolyn Hurley | |||
| Title: | Director | |||
[Pricing Agreement]
Accepted as of the date hereof:
| ANZ SECURITIES, INC. | ||||
| By: | /s/ Charles Lachman | |||
| Name: | Charles Lachman | |||
| Title: | President | |||
[Pricing Agreement]
Accepted as of the date hereof:
| BNY MELLON CAPITAL MARKETS, LLC | ||||
| By: | /s/ Dan Klinger | |||
| Name: | Dan Klinger | |||
| Title: | Managing Director | |||
[Pricing Agreement]
Accepted as of the date hereof:
| CREDIT AGRICOLE SECURITIES (USA) INC. | ||||
| By: | /s/ Nicholas Leopard | |||
| Name: | Nicholas Leopard | |||
| Title: | Managing Director | |||
[Pricing Agreement]
Accepted as of the date hereof:
| MITSUBISHI UFJ SECURITIES (USA), INC. | ||||
| By: | /s/ Brian Cogliandro | |||
| Name: | Brian Cogliandro | |||
| Title: | Syndicate Managing Director | |||
[Pricing Agreement]
Accepted as of the date hereof:
| nabSecurities, LLC | ||||
| By: | /s/ Akbar Shah | |||
| Name: | Akbar Shah | |||
| Title: | Vice President | |||
[Pricing Agreement]
Accepted as of the date hereof:
| MFR SECURITIES, INC. | ||||
| By: | /s/ George M. Ramirez | |||
| Name: | George M. Ramirez | |||
| Title: | President and CEO | |||
[Pricing Agreement]
Accepted as of the date hereof:
| SAMUEL A. RAMIREZ & COMPANY, INC. | ||||
| By: | /s/ Robert W. Hong | |||
| Name: | Robert W. Hong | |||
| Title: | Managing Director | |||
[Pricing Agreement]
Accepted as of the date hereof:
| THE WILLIAMS CAPITAL GROUP, L.P. | ||||
| By: | /s/ Jonathan Levin | |||
| Name: | Jonathan Levin | |||
| Title: | Principal | |||
[Pricing Agreement]
SCHEDULE I
TO PRICING AGREEMENT
| Principal Amount of Remarketed Securities | ||||||||
| Remarketing Agents | First Tranche Series E Debt Securities | Second Tranche Series E Debt Securities | ||||||
| Deutsche Bank Securities Inc. | $ | 135,532,000 | $ | 135,532,000 | ||||
| Citigroup Global Markets Inc. | 71,100,000 | 71,100,000 | ||||||
| Goldman, Sachs & Co. | 71,100,000 | 71,100,000 | ||||||
| Credit Suisse Securities (USA) LLC | 44,438,000 | 44,438,000 | ||||||
| HSBC Securities (USA) Inc. | 44,438,000 | 44,438,000 | ||||||
| UBS Securities LLC | 44,438,000 | 44,438,000 | ||||||
| Wells Fargo Securities, LLC | 44,438,000 | 44,438,000 | ||||||
| ANZ Securities, Inc. | 7,088,000 | 7,088,000 | ||||||
| BNY Mellon Capital Markets, LLC | 7,088,000 | 7,088,000 | ||||||
| Credit Agricole Securities (USA) Inc. | 7,088,000 | 7,088,000 | ||||||
| Mitsubishi UFJ Securities (USA), Inc. | 7,088,000 | 7,088,000 | ||||||
| nabSecurities, LLC | 7,088,000 | 7,088,000 | ||||||
| MFR Securities, Inc. | 3,000,000 | 3,000,000 | ||||||
| Samuel A. Ramirez & Company, Inc. | 3,000,000 | 3,000,000 | ||||||
| The Williams Capital Group, L.P. | 3,000,000 | 3,000,000 | ||||||
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|
| |||||
| Total | $ | 499,924,000 | $ | 499,924,000 | ||||
ANNEX A
TO PRICING AGREEMENT
MetLife, Inc.
Final Term Sheet
$499,924,000 1.903% Series E Senior Component Debentures, Tranche 1
$499,924,000 4.721% Series E Senior Component Debentures, Tranche 2
$499,924,000 1.903% Series E Senior Component Debentures, Tranche 1
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 1.903% Series E Senior Component Debentures, Tranche 1 (“First Tranche Series E Debentures”) | |
| Aggregate Principal Amount: | $500,000,000 | |
| Remarketed Principal Amount: | $499,924,000 | |
| Maturity Date: | December 15, 20171 (“First Tranche Stated Maturity”) | |
| Pricing Date: | September 30, 2014 | |
| Settlement Date: | October 7, 2014 | |
| Interest Rate and Interest | ||
| Payment Dates: | 1.903% per annum from, and including, October 7, 2014. Interest on the First Tranche Series E Debentures will be paid on March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2014.
On December 15, 2014, holders of record as of the close of business on December 1, 2014 of the First | |
| 1 | The First Tranche Series E Debentures will have an initial maturity of June 15, 2018, which, effective October 8, 2014, will be adjusted to December 15, 2017. |
A-1
| Tranche Series E Debentures (whether or not such day is a Business Day) will be entitled to receive a payment of accrued and unpaid interest on the principal amount of the First Tranche Series E Debentures (i) at a rate of 2.463% per annum on the Original First Tranche Series E Debentures for the period from, and including, September 15, 2014 to, but excluding, October 7, 2014 and (ii) at a rate of 1.903% per annum on the First Tranche Series E Debentures for the period from, and including, October 7, 2014 to, but excluding, December 15, 2014. | ||
| First Interest Payment Date following the Remarketing: | December 15, 2014 | |
| Benchmark Treasury: | UST 1% due September 15, 2017 | |
| Spread to Benchmark Treasury: | T + 75 bps | |
| Benchmark Treasury Price and Yield: | (99-27) 1.054% | |
| Yield to Maturity: | 1.804136785% | |
| Ranking: | Senior Unsecured | |
| Redemption: | The Issuer will not have the right to redeem any First Tranche Series E Debentures before October 8, 2016. On and after October 8, 2016, the First Tranche Series E Debentures will be redeemable at the Issuer’s option, in whole or in part, at any time and from time to time at a price payable in cash equal to the “Debenture Redemption Price” calculated as described in the preliminary prospectus supplement dated September 30, 2014. Notwithstanding the foregoing, the Issuer will not exercise its right to redeem any of the First Tranche Series E Debentures prior to the First Tranche Stated Maturity. | |
| CUSIP / ISIN: | CUSIP: 59156R BK3 | |
| ISIN: US59156RBK32 | ||
A-2
| Price to the Public: | 100.4559% of the remarketed principal amount (of which 0.1506% of the remarketed principal amount represents accrued and unpaid interest on the Original First Tranche Series E Debentures for the period from, and including, September 15, 2014 to, but excluding, October 7, 2014) | |
| Remarketing Fee to Remarketing Agents: | 0.25% | |
| Remarketing Agents: | Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., HSBC Securities (USA) Inc., UBS Securities LLC, Wells Fargo Securities, LLC, ANZ Securities, Inc., BNY Mellon Capital Markets, LLC, Credit Agricole Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., nabSecurities, LLC, MFR Securities, Inc., Samuel A. Ramirez & Company, Inc., The Williams Capital Group, L.P. | |
$499,924,000 4.721% Series E Senior Component Debentures, Tranche 2
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 4.721% Series E Senior Component Debentures, Tranche 2 (“Second Tranche Series E Debentures”) | |
| Aggregate Principal Amount: | $500,000,000 | |
| Remarketed Principal Amount: | $499,924,000 | |
| Maturity Date: | December 15, 20442 | |
| Pricing Date: | September 30, 2014 | |
| Settlement Date: | October 7, 2014 | |
| Interest Rate and Interest | ||
| Payment Dates: | 4.721% per annum from, and including, October 7, 2014. Interest on the Second Tranche Series E | |
| 2 | The Second Tranche Series E Debentures will have an initial maturity of June 15, 2045, which, effective October 8, 2014, will be adjusted to December 15, 2044. |
A-3
| Debentures will be paid on March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2014.
On December 15, 2014, holders of record as of the close of business on December 1, 2014 of the Second Tranche Series E Debentures (whether or not such day is a Business Day) will be entitled to receive a payment of accrued and unpaid interest on the principal amount of the Second Tranche Series E Debentures (i) at a rate of 2.463% per annum on the Original Second Tranche Series E Debentures for the period from, and including, September 15, 2014 to, but excluding, October 7, 2014 and (ii) at a rate of 4.721% per annum on the Second Tranche Series E Debentures for the period from, and including, October 7, 2014 to, but excluding, December 15, 2014. | ||
| First Interest Payment Date following the Remarketing: | December 15, 2014 | |
| Benchmark Treasury: | UST 3.375% due May 15, 2044 | |
| Spread to Benchmark Treasury: | T + 145 bps | |
| Benchmark Treasury Price and Yield: | (103-03) 3.212% | |
| Yield to Maturity: | 4 ###-###-####% | |
| Ranking: | Senior Unsecured | |
| Redemption: | The Issuer will not have the right to redeem any Second Tranche Series E Debentures before October 8, 2016. On and after October 8, 2016, the Second Tranche Series E Debentures will be redeemable at the Issuer’s option, in whole or in part, at any time and from time to time at a price payable in cash equal to the “Debenture Redemption Price” calculated as described in the preliminary prospectus supplement dated September 30, 2014. | |
| CUSIP / ISIN: | CUSIP: 59156R BL1 | |
| ISIN: US59156RBL15 | ||
A-4
| Price to the Public: | 101.0888% of the remarketed principal amount (of which 0.1506% of the remarketed principal amount represents accrued and unpaid interest on the Original Second Tranche Series E Debentures for the period from, and including, September 15, 2014 to, but excluding, October 7, 2014) | |
| Remarketing Fee to Remarketing Agents: | 0.875% | |
| Remarketing Agents: | Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co., HSBC Securities (USA) Inc., UBS Securities LLC, Wells Fargo Securities, LLC, ANZ Securities, Inc., BNY Mellon Capital Markets, LLC, Credit Agricole Securities (USA) Inc., Mitsubishi UFJ Securities (USA), Inc., nabSecurities, LLC, MFR Securities, Inc., Samuel A. Ramirez & Company, Inc., The Williams Capital Group, L.P. | |
All terms used and not otherwise defined in this term sheet have the respective meanings assigned to such terms in the preliminary prospectus supplement dated September 30, 2014.
The Issuer has filed a registration statement, including a prospectus, and preliminary prospectus supplement, with the SEC for the remarketing to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the preliminary prospectus supplement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this remarketing. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, any Remarketing Agent participating in the offering will arrange to send you the prospectus if you request it by calling Deutsche Bank Securities Inc. toll free at (800) ###-###-####, by calling Citigroup Global Markets Inc. toll free at (800) ###-###-####, by calling Credit Suisse
A-5
Securities (USA) LLC toll free at (800) ###-###-####, by calling Goldman, Sachs & Co. toll free at (866) ###-###-####, by calling HSBC Securities (USA) Inc. toll free at (866) 811-8049, by calling UBS Securities LLC toll free at (877) ###-###-####, extension ###-###-####, or by calling Wells Fargo Securities, LLC toll free at ###-###-####.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
A-6
