Exhibit 1.2
Execution Version
ACE INA HOLDINGS INC.
(a Delaware corporation)
Debt Securities
Unconditionally Guaranteed as to Payment of
Principal, Premium, if any, and Interest by
ACE LIMITED
TERMS AGREEMENT
March 9, 2015
| To: | ACE INA HOLDINGS INC. |
436 Walnut Street, WB12B
Philadelphia, PA 19106
ACE LIMITED
Bärengasse 32,
CH-8001 Zurich, Switzerland
Ladies and Gentlemen:
We understand that ACE INA Holdings Inc., a Delaware corporation (the “Company”), proposes to issue and sell $800,000,000 aggregate principal amount of its senior debt securities due 2025 (the “Underwritten Securities”), which will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by ACE Limited, a Swiss company. 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.
Underwriter | Percentage | Principal Amount of Underwritten Securities | ||||||
Citigroup Global Markets Inc. | 20.000 | % | $ | 160,000,000 | ||||
Morgan Stanley & Co. LLC | 20.000 | % | $ | 160,000,000 | ||||
J.P. Morgan Securities LLC | 10.000 | % | $ | 80,000,000 | ||||
Wells Fargo Securities, LLC | 10.000 | % | $ | 80,000,000 | ||||
ANZ Securities, Inc. | 5.000 | % | $ | 40,000,000 | ||||
Deutsche Bank Securities Inc. | 5.000 | % | $ | 40,000,000 | ||||
Goldman, Sachs & Co. | 5.000 | % | $ | 40,000,000 | ||||
HSBC Securities (USA) Inc. | 5.000 | % | $ | 40,000,000 | ||||
Mitsubishi UFJ Securities (USA), Inc. | 5.000 | % | $ | 40,000,000 | ||||
Barclays Capital Inc. | 1.875 | % | $ | 15,000,000 | ||||
BNY Mellon Capital Markets, LLC | 1.875 | % | $ | 15,000,000 | ||||
ING Financial Markets LLC | 1.875 | % | $ | 15,000,000 | ||||
Lloyds Securities Inc. | 1.875 | % | $ | 15,000,000 | ||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | 1.875 | % | $ | 15,000,000 | ||||
RBC Capital Markets, LLC | 1.875 | % | $ | 15,000,000 | ||||
RBS Securities Inc. | 1.875 | % | $ | 15,000,000 | ||||
Standard Chartered Bank | 1.875 | % | $ | 15,000,000 | ||||
|
|
|
| |||||
Total: | 100 | % | $ | 800,000,000 | ||||
|
|
|
| |||||
Supplementing the Preliminary Prospectus Supplement dated March 9, 2015 (To Prospectus dated December 10, 2014) | Filed Pursuant to Rule 433 Registration Statement No. 333-200838 and 333- 200838-03 March 9, 2015 |
The Underwritten Securities shall have the following terms:
| Title: | 3.150% Senior Notes due 2025 | |
| Rank: | Senior Debt | |
| Aggregate principal amount: | $800,000,000 | |
| Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Currency of payment: | United States Dollars | |
| Interest rate or formula | 3.150% per annum | |
| Interest payment dates: | Each March 15 and September 15, commencing on September 15, 2015 | |
| Regular record dates: | Each March 1 and September 1 | |
| Stated maturity date: | March 15, 2025 | |
| Redemption provisions: | As disclosed in the Company’s Prospectus Supplement dated March 9, 2015 to Prospectus dated December 10, 2014, Make-Whole Call (Optional Redemption) T+15 bps | |
| Sinking fund requirements: | None | |
| Conversion or exchange provisions: | None | |
| Listing requirements: | None | |
| Black-out provisions: | None | |
| Fixed or Variable Price Offering: | Fixed Price Offering | |
| Initial public offering price: | 99.983% of the principal amount, plus accrued interest, if any, from March 16, 2015 |
2
Supplementing the Preliminary Prospectus Supplement dated March 9, 2015 (To Prospectus dated December 10, 2014) | Filed Pursuant to Rule 433 Registration Statement No. 333-200838 and 333- 200838-03 March 9, 2015 |
| Purchase price: | 99.333% of the principal amount, plus accrued interest, if any, from March 16, 2015 | |
| Form: | Global certificates representing the Underwritten Securities registered in the name of Cede & Co., as nominee of The Depository Trust Company | |
| Applicable Time: | 3:40 P.M. New York City time | |
| Other terms and conditions: | The Underwritten Securities will be issued under an indenture dated as of August 1, 1999, among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (as supplemented by the First Supplemental Indenture, dated as of March 13, 2013, and as may be further amended or supplemented from time to time, the “Senior Indenture”). For purposes of the Underwritten Securities, all references in the Underwriting Agreement (as defined below) to the “applicable Indenture” shall be deemed to refer to the Senior Indenture. | |
| Settlement date: | T+5 (March 16, 2015) | |
| Closing date and location: | March 16, 2015; Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019 |
Notices: Notice to the Underwriters shall be directed to the Representatives c/o:
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Telephone: (212) 816-1135
Attention: Transaction Execution Group
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Telephone: (212) 761-6691
Attention: Investment Banking Division
All of the provisions contained in the document attached as Annex I hereto entitled “ACE INA HOLDINGS INC. (a Delaware corporation) – Senior and Subordinated Debt Securities –Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by ACE LIMITED – UNDERWRITING AGREEMENT” (the “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.
3
Supplementing the Preliminary Prospectus Supplement dated March 9, 2015 (To Prospectus dated December 10, 2014) | Filed Pursuant to Rule 433 Registration Statement No. 333-200838 and 333- 200838-03 March 9, 2015 |
Each of the parties hereto hereby expressly and irrevocably submits to the non-exclusive jurisdiction of any competent court in the place of its domicile and any United States Federal or New York State court sitting in the Borough of Manhattan in The City of New York in any action, suit or proceeding arising out of or relating to this Terms Agreement or the transactions contemplated hereby or thereby to the extent that such court has subject matter jurisdiction over the controversy, and expressly and irrevocably waives, to the extent permitted under applicable law, any immunity from the jurisdiction thereof and any claim or defense in such action, suit or proceeding based on a claim of improper venue, forum non conveniens or any similar basis to which it might otherwise be entitled in any such action, suit or proceeding. Each of the Company and the Guarantor irrevocably appoints ACE Group Holdings, Inc., 1133 Avenue of the Americas, 32nd Floor, New York, New York 10036, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor by the person serving the same to the address provided in Section 11 of the Underwriting Agreement, shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such action, suit or proceeding. Each of the Company and the Guarantor further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Terms Agreement.
This Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Please accept this offer no later than 3:40 P.M. (New York City time) on March 9, 2015 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
[The remainder of this page intentionally left blank.]
4
| Very truly yours, | ||||
| CITIGROUP GLOBAL MARKETS INC. | ||||
| By: | /s/ Jack D. McSpadden, Jr. | |||
| Name: | Jack D. McSpadden, Jr. | |||
| Title: | Managing Director | |||
| MORGAN STANLEY & CO. LLC | ||||
| By: | /s/ Yurij Slyz | |||
| Name: | Yurij Slyz | |||
| Title: | ED | |||
| Acting on behalf of themselves and as Representatives of the other named Underwriters. | ||||
| Accepted: | ||||
| ACE INA HOLDINGS INC. | ||||
| By: | /s/ Ken Koreyva | |||
| Name: | Ken Koreyva | |||
| Title: | CFO | |||
| ACE LIMITED | ||||
| By: | /s/ Joseph Wayland | |||
| Name: | Joseph Wayland | |||
| Title: | General Counsel & Executive Vice President | |||
Signature Page to Terms Agreement
Schedule I
ISSUER FREE WRITING PROSPECTUSES
Final Term Sheet dated March 9, 2015 (attached hereto as Schedule II)
Schedule II
ACE INA HOLDINGS INC.
FINAL TERM SHEET
Supplementing the Preliminary Prospectus Supplement dated March 9, 2015 (To Prospectus dated December 10, 2014) | Filed Pursuant to Rule 433 Registration Statement No. 333-200838 and 333- 200838-03 March 9, 2015 |
ACE INA Holdings Inc.
3.150% Senior Notes due 2025
Fully and Unconditionally Guaranteed by
ACE Limited
Pricing Term Sheet
March 9, 2015
| Issuer: | ACE INA Holdings Inc. | |
| Guarantor: | ACE Limited | |
| Security Type: | Senior Unsecured Notes | |
| Pricing Date: | March 9, 2015 | |
| Settlement Date: | March 16, 2015 (T+5) | |
| Maturity Date: | March 15, 2025 | |
| Principal Amount: | $800,000,000 | |
| Public Offering Price: | 99.983% | |
| Coupon (Interest Rate): | 3.150% per year | |
| Interest Payment Dates: | March 15 and September 15, commencing September 15, 2015 (Short first coupon) | |
| Benchmark Treasury: | UST 2.000% due February 15, 2025 | |
| Benchmark Treasury Price / Yield: | 98-06+ / 2.202% | |
| Spread to Benchmark Treasury: | + 95 bps | |
| Yield to Maturity: | 3.152% | |
| Make-Whole Call (Optional Redemption): | T + 15 bps | |
| CUSIP / ISIN: | 00440EAS6/ US00440EAS63 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. | |
| Morgan Stanley & Co. LLC | ||
| J.P. Morgan Securities LLC | ||
| Wells Fargo Securities, LLC | ||
| Senior Co-Managers: | ANZ Securities, Inc. | |
| Deutsche Bank Securities Inc. | ||
| Goldman, Sachs & Co. | ||
| HSBC Securities (USA) Inc. | ||
| Mitsubishi UFJ Securities (USA), Inc. | ||
| Co-Managers: | Barclays Capital Inc. | |
| BNY Mellon Capital Markets, LLC | ||
| ING Financial Markets LLC | ||
| Lloyds Securities Inc. | ||
| Merrill Lynch, Pierce, Fenner & Smith | ||
| Incorporated | ||
| RBC Capital Markets, LLC | ||
| RBS Securities Inc. | ||
| Standard Chartered Bank | ||
The issuer and the guarantor have 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 or the guarantor has filed with the SEC for more complete information about the issuer, the guarantor 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 this offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at 1-800-831-9146 or Morgan Stanley & Co. LLC at 1-866-718-1649.
Annex I
UNDERWRITING AGREEMENT
[Filed as Exhibit 1.1 to Form 8-K and not included herein]