PRICING AGREEMENT
Exhibit 1.2
PRICING AGREEMENT
August 8, 2012
Barclays Capital Inc.
Citigroup Global Markets Inc.
UBS Securities LLC
As Representatives of the several Underwriters
named in Schedule I hereto
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
c/o UBS Securities LLC
677 Washington Boulevard
Stamford, Connecticut 06901
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 August 8, 2012 (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 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 Bank One Trust Company, N.A. (predecessor to The Bank of New York Mellon Trust Company, National Association) (the “Senior Indenture”) and the Twenty-Third Supplemental Indenture to be dated August 13, 2012, between MetLife, Inc. and The Bank of New York Mellon Trust Company, National Association. Unless otherwise defined herein, terms defined in the
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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]
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| Very truly yours, | ||
| METLIFE, INC. | ||
| By: | /s/ Marlene B. Debel | |
| Name: Marlene B. Debel | ||
| Title: Senior Vice President and Treasurer | ||
[Signature page to Senior Notes Pricing Agreement]
| Accepted as of the date hereof on behalf of each of the Underwriters: | ||
| BARCLAYS CAPITAL INC. | ||
| By: | /s/ Travis Barnes | |
| Name: Travis Barnes | ||
| Title: Managing Director | ||
[Signature page to Senior Notes Pricing Agreement]
| CITIGROUP GLOBAL MARKETS INC. | ||
| By: | /s/ Chandra Harjani | |
| Name: Chandra Harjani | ||
| Title: Director | ||
[Signature page to Senior Notes Pricing Agreement]
| UBS SECURITIES LLC | ||
| By: | /s/ Thomas Curran | |
| Name: Thomas Curran | ||
| Title: Managing Director | ||
| By: | /s/ Rishi Mathur | |
| Name: Rishi Mathur | ||
| Title: Associate Director | ||
[Signature page to Senior Notes Pricing Agreement]
SCHEDULE I
TO PRICING AGREEMENT
| Underwriters | Principal Amount of $750,000,000 4.125% Senior Notes due 2042 to be Purchased | |||
| Barclays Capital Inc. | $ | 195,000,000 | ||
| Citigroup Global Markets Inc. | $ | 195,000,000 | ||
| UBS Securities LLC | $ | 195,000,000 | ||
| HSBC Securities (USA) Inc. | $ | 37,500,000 | ||
| The Williams Capital Group L.P. | $ | 12,000,000 | ||
| ANZ Securities, Inc. | $ | 7,500,000 | ||
| BNP Paribas Securities Corp. | $ | 7,500,000 | ||
| BNY Mellon Capital Markets, LLC | $ | 7,500,000 | ||
| ING Financial Markets LLC | $ | 7,500,000 | ||
| Lloyds Securities Inc. | $ | 7,500,000 | ||
| Mitsubishi UFJ Securities (USA), Inc. | $ | 7,500,000 | ||
| Mizuho Securities USA Inc. | $ | 7,500,000 | ||
| Nomura Securities International, Inc. | $ | 7,500,000 | ||
| RBS Securities Inc. | $ | 7,500,000 | ||
| Scotia Capital (USA) Inc. | $ | 7,500,000 | ||
| SMBC Nikko Capital Markets Limited | $ | 7,500,000 | ||
| UCI Capital Markets LLC | $ | 7,500,000 | ||
| U.S. Bancorp Investments, Inc. | $ | 7,500,000 | ||
| CastleOak Securities, L.P. | $ | 4,500,000 | ||
| Guzman & Company | $ | 4,500,000 | ||
| Loop Capital Markets LLC | $ | 4,500,000 | ||
| MFR Securities, Inc. | $ | 4,500,000 | ||
| Total | $ | 750,000,000 | ||
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SCHEDULE II
TO PRICING AGREEMENT
Filed pursuant to Rule 433
August 8, 2012
Relating to
Preliminary Prospectus Supplement dated August 8, 2012 to
Prospectus dated November 30, 2010
Registration Statement No. 333-170876
MetLife, Inc.
$750,000,000 4.125% Senior Notes due 2042
Final Term Sheet
August 8, 2012
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 4.125% Senior Notes due 2042 | |
| Aggregate Principal Amount: | $750,000,000 | |
| Price to the Public: | 99.369% of principal amount plus accrued interest, if any, from August 13, 2012 | |
| Gross Underwriting Discount: | 0.875% | |
| Proceeds to Issuer Before Expenses: | $738,705,000 | |
| Maturity Date: | August 13, 2042 | |
| Pricing Date: | August 8, 2012 | |
| Settlement Date: | August 13, 2012 | |
| Interest Payment Dates: | Semi-annually on February 13 and August 13 of each year | |
| First Interest Payment Date: | February 13, 2013 | |
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| Anticipated Ratings*: | [Reserved] | |
| Coupon: | 4.125% | |
| Benchmark Treasury: | UST 3.125% due February 15, 2042 | |
| Spread to Benchmark Treasury: | T + 142 bps | |
| Benchmark Treasury Price and Yield: | $107-23+; 2.742% | |
| Yield to Maturity: | 4.162% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Redemption: | The Senior Notes will be redeemable at MetLife, Inc.’s option, in whole or in part, at any time and from time to time at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest to, but excluding, the date fixed for redemption and the Make-Whole Redemption Amount calculated as described in the preliminary prospectus supplement at the rate of T + 25 bps. | |
| CUSIP/ISIN: | 59156R BD9 / US59156RBD98 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Citigroup Global Markets Inc. UBS Securities LLC | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
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
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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 Barclays Capital Inc. toll free at (888) ###-###-####, Citigroup Global Markets Inc. toll free at (877) ###-###-#### or UBS Securities LLC toll free at (877) ###-###-####, extension ###-###-####.
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SCHEDULE III
TO PRICING AGREEMENT
Underwriters Purchase Price of 4.125% Senior Notes due 2042: 98.494% of the principal amount thereof
Closing Date: August 13, 2012
SIII-1
