Exhibit 1.2
ACE INA HOLDINGS INC.
(a Delaware corporation)
Senior Debt Securities
Unconditionally Guaranteed as to Payment of
Principal, Premium, if any, and Interest by
ACE LIMITED
TERMS AGREEMENT
June 2, 2004
To: | ACE INA HOLDINGS INC. | |
1601 Chestnut Street | ||
P.O. Box 41484 | ||
Philadelphia, PA 19101-1481 | ||
ACE LIMITED | ||
ACE Global Headquarters | ||
17 Woodbourne Avenue | ||
Hamilton HM 08, Bermuda | ||
Ladies and Gentlemen:
We understand that ACE INA Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell $500,000,000 aggregate principal amount of its 5.875% Senior Notes due 2014 (the “Underwritten Securities”), which will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by ACE Limited, a Cayman Islands company (the “Guarantor”). 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.
Name of Underwriter | Principal Amount of Underwritten Securities | ||
Citigroup Global Markets Inc. | $ | 150,000,000 | |
J.P. Morgan Securities Inc. | 150,000,000 | ||
Barclays Capital Inc. | 33,333,000 | ||
Deutsche Bank Securities Inc. | 33,333,000 | ||
Wachovia Capital Markets, LLC | 33,333,000 | ||
ABN AMRO Incorporated | 15,000,000 | ||
Lazard Frères & Co. LLC | 15,000,000 | ||
Credit Lyonnais Securities (USA) Inc. | 15,000,000 | ||
RBC Capital Markets Corporation | 15,000,000 | ||
BNP Paribas Securities Corp. | 6,667,000 | ||
Comerica Securities, Inc. | 6,667,000 | ||
HSBC Securities (USA) Inc. | 6,667,000 | ||
ING Financial Markets LLC | 6,667,000 | ||
Scotia Capital (USA) Inc. | 6,667,000 | ||
The Royal Bank of Scotland plc | 6,666,000 | ||
Total | $ | 500,000,000 | |
The Underwritten Securities have the following terms:
| Title: | 5.875% Senior Notes due 2014 | |
| Rank: | Senior Debt | |
| Ratings: | Moody’s Investors Service, Inc. – A3 | |
| Standard & Poor’s Rating Service – BBB+ | ||
| Aggregate principal amount: | $500,000,000 | |
| Denominations: | $1,000 and integral multiples thereof. | |
| Currency of payment: | United States dollars | |
| Interest rate or formula: | 5.875% per annum | |
| Interest payment dates: | Each June 15 and December 15, commencing December 15, 2004 | |
| Regular record dates: | Each June 1 and December 1 | |
| Stated maturity date: | June 15, 2014 | |
| Redemption provisions: | As disclosed in the Company’s Prospectus Supplement dated June 2, 2004, to Prospectus dated June 2, 2004 | |
| Sinking fund requirements: | None | |
| Conversion or exchange provisions: | None | |
| Listing requirements: | None | |
| Fixed or Variable Price Offering: | Fixed Price Offering |
| Initial public offering price: | 99.886% of the principal amount, plus accrued interest, if any, from June 9, 2004. | |
| Purchase price: | 99.236% of principal amount. | |
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| Form: | Global certificate representing the Underwritten Securities registered in the name of Cede & Co., as nominee of The Depository Trust Company | |
| Other terms and conditions: | The Underwritten Securities will be issued under an indenture, dated as of August 17, 1999, among the Company, the Guarantor and J.P. Morgan Trust Company, National Association, as trustee (the “Senior Indenture”). All references in the Underwriting Agreement (as defined below) to the “applicable Indenture” shall be deemed to refer to the Senior Indenture. | |
| Closing date and location: | June 9, 2004; Sidley Austin Brown & Wood llp, 787 Seventh Avenue, New York, New York 10019 | |
Notices: Notice to the Underwriters shall be directed c/o:
J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Attention: Louis De Caro
with copies to:
Citigroup Global Markets Inc.
388 Greenwich Street, 32nd Floor
New York, New York 10013
Attention: Patrice A. Altongy
All of the provisions contained in the document attached as Annex I hereto entitled “ACE INA HOLDINGS INC.—Senior and Subordinated Debt Securities – Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by ACE LIMITED —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.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
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Please accept this offer no later than 8:00 P.M. (New York City time) on June 2, 2004 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
J.P. MORGAN SECURITIES INC.
BARCLAYS CAPITAL INC.
DEUTSCHE BANK SECURITIES INC.
WACHOVIA CAPITAL MARKETS, LLC
ABN AMRO INCORPORATED
LAZARD FRÈRES & CO. LLC
CREDIT LYONNAIS SECURITIES (USA) INC.
RBC CAPITAL MARKETS CORPORATION
BNP PARIBAS SECURITIES CORP.
COMERICA SECURITIES, INC.
HSBC SECURITIES (USA) INC.
ING FINANCIAL MARKETS LLC
SCOTIA CAPITAL (USA) INC.
THE ROYAL BANK OF SCOTLAND PLC
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By: | CITIGROUP GLOBAL MARKETS INC. | |
By | /s/ Scott Littlejohn | |
Authorized Signatory | ||
By: | J.P. MORGAN SECURITIES INC. | |
By | /s/ Carl J. Mehldau Jr. | |
Authorized Signatory | ||
| Acting on behalf of themselves and as Representatives of the other named Underwriters. | ||
Accepted: | ||
ACE INA HOLDINGS INC. | ||
By | /s/ James. M. English | |
Name: | James M. English | |
Title: | Chief Operating Officer | |
ACE LIMITED | ||
By | /s/ Peter Mear | |
Name: | Peter Mear | |
Title: | General Counsel | |
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