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
October 27, 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 $1,300,000,000 aggregate principal amount of its senior debt securities due 2020 (the “Underwritten 2020 Securities”), $1,000,000,000 aggregate principal amount of its senior debt securities due 2022 (the “Underwritten 2022 Securities”), $1,500,000,000 aggregate principal amount of its senior debt securities due 2026 (the “Underwritten 2026 Securities”) and $1,500,000,000 aggregate principal amount of its senior debt securities due 2045 (the “Underwritten 2045 Securities” and, together with the Underwritten 2020 Securities, the Underwritten 2022 Securities and the Underwritten 2026 Securities, 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.
With respect to the Underwritten 2020 Securities
| Underwriter | Percentage | Principal Amount of Underwritten 2020 | ||
| Morgan Stanley & Co. LLC | 25.000% | $325,000,000 | ||
| J.P. Morgan Securities LLC | 22.000% | $286,000,000 | ||
| Citigroup Global Markets Inc. | 17.000% | $221,000,000 | ||
| Mitsubishi UFJ Securities (USA), Inc. | 5.500% | $71,500,000 | ||
| Wells Fargo Securities, LLC | 5.500% | $71,500,000 | ||
| ANZ Securities, Inc. | 2.000% | $26,000,000 | ||
| Barclays Capital Inc. | 2.000% | $26,000,000 | ||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | 2.000% | $26,000,000 | ||
| Goldman, Sachs & Co. | 2.000% | $26,000,000 | ||
| HSBC Securities (USA) Inc. | 2.000% | $26,000,000 | ||
| ING Financial Markets LLC | 2.000% | $26,000,000 | ||
| Lloyds Securities Inc. | 2.000% | $26,000,000 | ||
| RBS Securities Inc. | 2.000% | $26,000,000 | ||
| BNY Mellon Capital Markets, LLC | 1.250% | $16,250,000 | ||
| Deutsche Bank Securities Inc. | 1.250% | $16,250,000 | ||
| RBC Capital Markets, LLC | 1.250% | $16,250,000 | ||
| Standard Chartered Bank | 1.250% | $16,250,000 | ||
| BNP Paribas Securities Corp. | 0.500% | $6,500,000 | ||
| Boenning & Scattergood, Inc. | 0.500% | $6,500,000 | ||
| Credit Suisse Securities (USA) LLC | 0.500% | $6,500,000 | ||
| Drexel Hamilton, LLC | 0.500% | $6,500,000 | ||
| Lebenthal & Co., LLC | 0.500% | $6,500,000 | ||
| Macquarie Capital (USA) Inc. | 0.500% | $6,500,000 | ||
| UBS Securities LLC | 0.500% | $6,500,000 | ||
| Williams Capital Group, L.P. | 0.500% | $6,500,000 | ||
| Total: | 100% | $1,300,000,000 | ||
The Underwritten 2020 Securities shall have the following terms:
| Title: | 2.300% Senior Notes due 2020 | |
| Rank: | Senior Debt | |
| Aggregate principal amount: | $1,300,000,000 | |
| Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Currency of payment: | United States Dollars | |
| Interest rate or formula: | 2.300% per annum | |
| Interest payment dates: | Each May 3 and November 3, beginning May 3, 2016 | |
| Regular record dates: | Each April 18 and October 19 | |
| Stated maturity date: | November 3, 2020 |
2
| Optional redemption provisions: | As described in the Company’s Preliminary Prospectus Supplement dated October 23, 2015 to the Prospectus dated October 23, 2015 (the “Preliminary Prospectus Supplement”), ● Make-Whole Call prior to October 3, 2020 (T + 15 bps) ● Par Call on or after October 3, 2020. | |
| Special mandatory redemption provisions: | As described in the Preliminary Prospectus Supplement, if the Chubb Merger (as defined in the Preliminary Prospectus Supplement) is not consummated on or prior to September 30, 2016 or the Merger Agreement (as defined in the Preliminary Prospectus Supplement) is terminated, special mandatory redemption at 101%. | |
| 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: | 99.944% of the principal amount, plus accrued interest, if any, from November 3, 2015 | |
| Purchase price: | 99.594% of the principal amount, plus accrued interest, if any, from November 3, 2015 | |
| Form: | Global certificates representing the Underwritten 2020 Securities registered in the name of Cede & Co., as nominee of The Depository Trust Company | |
| Applicable Time: | 4:35 P.M. New York City time | |
| Other terms and conditions: | The Underwritten 2020 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 (November 3, 2015) | |
| Closing date and location: | November 3, 2015; Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019 |
3
With respect to the Underwritten 2022 Securities
| Underwriter | Percentage | Principal Amount of Underwritten 2022 Securities | ||
| Morgan Stanley & Co. LLC | 25.000% | $250,000,000 | ||
| J.P. Morgan Securities LLC | 22.000% | $220,000,000 | ||
| Citigroup Global Markets Inc. | 17.000% | $170,000,000 | ||
| Mitsubishi UFJ Securities (USA), Inc. | 5.500% | $55,000,000 | ||
| Wells Fargo Securities, LLC | 5.500% | $55,000,000 | ||
| ANZ Securities, Inc. | 2.000% | $20,000,000 | ||
| Barclays Capital Inc. | 2.000% | $20,000,000 | ||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | 2.000% | $20,000,000 | ||
| Goldman, Sachs & Co. | 2.000% | $20,000,000 | ||
| HSBC Securities (USA) Inc. | 2.000% | $20,000,000 | ||
| ING Financial Markets LLC | 2.000% | $20,000,000 | ||
| Lloyds Securities Inc. | 2.000% | $20,000,000 | ||
| RBS Securities Inc. | 2.000% | $20,000,000 | ||
| BNY Mellon Capital Markets, LLC | 1.250% | $12,500,000 | ||
| Deutsche Bank Securities Inc. | 1.250% | $12,500,000 | ||
| RBC Capital Markets, LLC | 1.250% | $12,500,000 | ||
| Standard Chartered Bank | 1.250% | $12,500,000 | ||
| BNP Paribas Securities Corp. | 0.500% | $5,000,000 | ||
| Boenning & Scattergood, Inc. | 0.500% | $5,000,000 | ||
| Credit Suisse Securities (USA) LLC | 0.500% | $5,000,000 | ||
| Drexel Hamilton, LLC | 0.500% | $5,000,000 | ||
| Lebenthal & Co., LLC | 0.500% | $5,000,000 | ||
| Macquarie Capital (USA) Inc. | 0.500% | $5,000,000 | ||
| UBS Securities LLC | 0.500% | $5,000,000 | ||
| Williams Capital Group, L.P. | 0.500% | $5,000,000 | ||
| Total: | 100% | $1,000,000,000 | ||
The Underwritten 2022 Securities shall have the following terms:
| Title: | 2.875% Senior Notes due 2022 | |
| Rank: | Senior Debt | |
| Aggregate principal amount: | $1,000,000,000 | |
| Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Currency of payment: | United States Dollars | |
| Interest rate or formula: | 2.875% per annum | |
| Interest payment dates: | Each May 3 and November 3, beginning May 3, 2016 | |
| Regular record dates: | Each April 18 and October 19 | |
| Stated maturity date: | November 3, 2022 |
4
| Optional redemption provisions: | As described in the Preliminary Prospectus Supplement, ● Make-Whole Call prior to September 3, 2022 (T + 20 bps) ● Par Call on or after September 3, 2022. | |
| Special mandatory redemption provisions: | As described in the Preliminary Prospectus Supplement, if the Chubb Merger is not consummated on or prior to September 30, 2016 or the Merger Agreement is terminated, special mandatory redemption at 101%. | |
| 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: | 99.874% of the principal amount, plus accrued interest, if any, from November 3, 2015 | |
| Purchase price: | 99.474% of the principal amount, plus accrued interest, if any, from November 3, 2015 | |
| Form: | Global certificates representing the Underwritten 2022 Securities registered in the name of Cede & Co., as nominee of The Depository Trust Company | |
| Applicable Time: | 4:35 P.M. New York City time | |
| Other terms and conditions: | The Underwritten 2022 Securities will be issued under the Senior Indenture. | |
| Settlement date: | T+5 (November 3, 2015) | |
| Closing date and location: | November 3, 2015; Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019 |
5
With respect to the Underwritten 2026 Securities
| Underwriter | Percentage | Principal Amount of Underwritten 2026 Securities | ||
| Morgan Stanley & Co. LLC | 25.000% | $375,000,000 | ||
| J.P. Morgan Securities LLC | 22.000% | $330,000,000 | ||
| Citigroup Global Markets Inc. | 17.000% | $255,000,000 | ||
| Mitsubishi UFJ Securities (USA), Inc. | 5.500% | $82,500,000 | ||
| Wells Fargo Securities, LLC | 5.500% | $82,500,000 | ||
| ANZ Securities, Inc. | 2.000% | $30,000,000 | ||
| Barclays Capital Inc. | 2.000% | $30,000,000 | ||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | 2.000% | $30,000,000 | ||
| Goldman, Sachs & Co. | 2.000% | $30,000,000 | ||
| HSBC Securities (USA) Inc. | 2.000% | $30,000,000 | ||
| ING Financial Markets LLC | 2.000% | $30,000,000 | ||
| Lloyds Securities Inc. | 2.000% | $30,000,000 | ||
| RBS Securities Inc. | 2.000% | $30,000,000 | ||
| BNY Mellon Capital Markets, LLC | 1.250% | $18,750,000 | ||
| Deutsche Bank Securities Inc. | 1.250% | $18,750,000 | ||
| RBC Capital Markets, LLC | 1.250% | $18,750,000 | ||
| Standard Chartered Bank | 1.250% | $18,750,000 | ||
| BNP Paribas Securities Corp. | 0.500% | $7,500,000 | ||
| Boenning & Scattergood, Inc. | 0.500% | $7,500,000 | ||
| Credit Suisse Securities (USA) LLC | 0.500% | $7,500,000 | ||
| Drexel Hamilton, LLC | 0.500% | $7,500,000 | ||
| Lebenthal & Co., LLC | 0.500% | $7,500,000 | ||
| Macquarie Capital (USA) Inc. | 0.500% | $7,500,000 | ||
| UBS Securities LLC | 0.500% | $7,500,000 | ||
| Williams Capital Group, L.P. | 0.500% | $7,500,000 | ||
| Total: | 100% | $1,500,000,000 | ||
The Underwritten 2026 Securities shall have the following terms:
| Title: | 3.350% Senior Notes due 2026 | |
| Rank: | Senior Debt | |
| Aggregate principal amount: | $1,500,000,000 | |
| Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Currency of payment: | United States Dollars | |
| Interest rate or formula: | 3.350% per annum | |
| Interest payment dates: | Each May 3 and November 3, beginning May 3, 2016 | |
| Regular record dates: | Each April 18 and October 19 | |
| Stated maturity date: | May 3, 2026 |
6
| Optional redemption provisions: | As described in the Preliminary Prospectus Supplement: ● Make-Whole Call prior to February 3, 2026 (T + 20 bps) ● Par Call on or after February 3, 2026. | |
| Special mandatory redemption provisions: | As described in the Preliminary Prospectus Supplement, if the Chubb Merger is not consummated on or prior to September 30, 2016 or the Merger Agreement is terminated, special mandatory redemption at 101%. | |
| 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: | 99.693% of the principal amount, plus accrued interest, if any, from November 3, 2015 | |
| Purchase price: | 99.243% of the principal amount, plus accrued interest, if any, from November 3, 2015 | |
| Form: | Global certificates representing the Underwritten 2026 Securities registered in the name of Cede & Co., as nominee of The Depository Trust Company | |
| Applicable Time: | 4:35 P.M. New York City time | |
| Other terms and conditions: | The Underwritten 2026 Securities will be issued under the Senior Indenture. | |
| Settlement date: | T+5 (November 3, 2015) | |
| Closing date and location: | November 3, 2015; Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019 |
7
With respect to the Underwritten 2045 Securities
| Underwriter | Percentage | Principal Amount of Underwritten 2045 Securities | ||
| Morgan Stanley & Co. LLC | 25.000% | $375,000,000 | ||
| J.P. Morgan Securities LLC | 22.000% | $330,000,000 | ||
| Citigroup Global Markets Inc. | 17.000% | $255,000,000 | ||
| Mitsubishi UFJ Securities (USA), Inc. | 5.500% | $82,500,000 | ||
| Wells Fargo Securities, LLC | 5.500% | $82,500,000 | ||
| ANZ Securities, Inc. | 2.000% | $30,000,000 | ||
| Barclays Capital Inc. | 2.000% | $30,000,000 | ||
Merrill Lynch, Pierce, Fenner & Smith Incorporated | 2.000% | $30,000,000 | ||
| Goldman, Sachs & Co. | 2.000% | $30,000,000 | ||
| HSBC Securities (USA) Inc. | 2.000% | $30,000,000 | ||
| ING Financial Markets LLC | 2.000% | $30,000,000 | ||
| Lloyds Securities Inc. | 2.000% | $30,000,000 | ||
| RBS Securities Inc. | 2.000% | $30,000,000 | ||
| BNY Mellon Capital Markets, LLC | 1.250% | $18,750,000 | ||
| Deutsche Bank Securities Inc. | 1.250% | $18,750,000 | ||
| RBC Capital Markets, LLC | 1.250% | $18,750,000 | ||
| Standard Chartered Bank | 1.250% | $18,750,000 | ||
| BNP Paribas Securities Corp. | 0.500% | $7,500,000 | ||
| Boenning & Scattergood, Inc. | 0.500% | $7,500,000 | ||
| Credit Suisse Securities (USA) LLC | 0.500% | $7,500,000 | ||
| Drexel Hamilton, LLC | 0.500% | $7,500,000 | ||
| Lebenthal & Co., LLC | 0.500% | $7,500,000 | ||
| Macquarie Capital (USA) Inc. | 0.500% | $7,500,000 | ||
| UBS Securities LLC | 0.500% | $7,500,000 | ||
| Williams Capital Group, L.P. | 0.500% | $7,500,000 | ||
| Total: | 100% | $1,500,000,000 | ||
The Underwritten 2045 Securities shall have the following terms:
| Title: | 4.350% Senior Notes due 2045 | |
| Rank: | Senior Debt | |
| Aggregate principal amount: | $1,500,000,000 | |
| Denomination: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Currency of payment: | United States Dollars | |
| Interest rate or formula: | 4.350% per annum | |
| Interest payment dates: | Each May 3 and November 3, beginning May 3, 2016 | |
| Regular record dates: | Each April 18 and October 19 | |
| Stated maturity date: | November 3, 2045 |
8
| Optional redemption provisions: | As described in the Preliminary Prospectus Supplement: ● Make-Whole Call prior to May 3, 2045 (T + 25 bps) ● Par Call on or after May 3, 2045. | |
| Special mandatory redemption provisions: | As described in the Preliminary Prospectus Supplement, if the Chubb Merger is not consummated on or prior to September 30, 2016 or the Merger Agreement is terminated, special mandatory redemption at 101%. | |
| 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: | 99.750% of the principal amount, plus accrued interest, if any, from November 3, 2015 | |
| Purchase price: | 98.875% of the principal amount, plus accrued interest, if any, from November 3, 2015 | |
| Form: | Global certificates representing the Underwritten 2045 Securities registered in the name of Cede & Co., as nominee of The Depository Trust Company | |
| Applicable Time: | 4:35 P.M. New York City time | |
| Other terms and conditions: | The Underwritten 2045 Securities will be issued under the Senior Indenture. | |
| Settlement date: | T+5 (November 3, 2015) | |
| Closing date and location: | November 3, 2015; Sidley Austin LLP, 787 Seventh Avenue, New York, NY 10019 |
Notices: Notice to the Underwriters shall be directed to the Representatives c/o:
Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
Telephone: (212) 761-6691
Attention: Investment Banking Division
J.P. Morgan Securities LLC
383 Madison Avenue, 7th Floor
New York, New York 10179
Telephone: (212) 834-4533
Attention: Investment Grade Finance
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Facsimile: (646) 291-1469
Attention: General Counsel
9
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.
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 4:35 P.M. (New York City time) on November 3, 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.]
10
| Very truly yours, | ||||||||
| MORGAN STANLEY & CO. LLC | ||||||||
| By: | /s/ Yurij Slyz | |||||||
| Name: | Yurij Slyz | |||||||
| Title: | Executive Director | |||||||
| J.P. MORGAN SECURITIES LLC | ||||||||
| By: | /s/ Robert Bottamedi | |||||||
| Name: | Robert Bottamedi | |||||||
| Title: | Vice President | |||||||
| CITIGROUP GLOBAL MARKETS INC. | ||||||||
| By: | /s/ Jack D. McSpadden, Jr. | |||||||
| Name: | Jack D. McSpadden, Jr. | |||||||
| Title: | Managing Director | |||||||
| Acting on behalf of themselves and as Representatives of the other named Underwriters. | ||||||||
Signature Page to Terms Agreement
| Accepted: | ||||
| ACE INA HOLDINGS INC. | ||||
| By: | /s/ Ken Koreyva | |||
| Name: | Ken Koreyva | |||
| Title: | Chief Financial Officer | |||
| ACE LIMITED | ||||
| By: | /s/ Joseph F. Wayland | |||
| Name: | Joseph F. Wayland | |||
| Title: | Executive Vice President & General Counsel | |||
Signature Page to Terms Agreement
Schedule I
ISSUER FREE WRITING PROSPECTUSES
Final Term Sheet dated October 27, 2015 (attached hereto as Schedule II)
Schedule II
ACE INA HOLDINGS INC.
FINAL TERM SHEET
Supplementing the Preliminary Prospectus Supplement dated October 23, 2015 (To Prospectus dated October 23, 2015) | Filed Pursuant to Rule 433 Registration Statement No. 333-207570 and 333-207570-03 |
$5,300,000,000
ACE INA Holdings Inc.
$1,300,000,000 2.300% Senior Notes due 2020
$1,000,000,000 2.875% Senior Notes due 2022
$1,500,000,000 3.350% Senior Notes due 2026
$1,500,000,000 4.350% Senior Notes due 2045
Each Fully and Unconditionally Guaranteed by
ACE Limited
Pricing Term Sheet
October 27, 2015
| Issuer: | ACE INA Holdings Inc. (“ACE INA”) | |
| Guarantor: | ACE Limited | |
| Security Type: | Senior Unsecured Notes | |
| Description of Securities: | 2.300% Senior Notes due 2020 (the “2020 Notes”) 2.875% Senior Notes due 2022 (the “2022 Notes”) 3.350% Senior Notes due 2026 (the “2026 Notes”) 4.350% Senior Notes due 2045 (the “2045 Notes” and, together with the 2020 Notes, the 2022 Notes and the 2026 Notes, the “Notes”) | |
| Pricing Date: | October 27, 2015 | |
| Settlement Date: | November 3, 2015 (T+5) | |
| Maturity Date: | 2020 Notes: November 3, 2020 2022 Notes: November 3, 2022 2026 Notes: May 3, 2026 2045 Notes: November 3, 2045 | |
| Principal Amount: | 2020 Notes: $1,300,000,000 2022 Notes: $1,000,000,000 2026 Notes: $1,500,000,000 2045 Notes: $1,500,000,000 | |
| Public Offering Price: | 2020 Notes: 99.944% 2022 Notes: 99.874% 2026 Notes: 99.693% 2045 Notes: 99.750% | |
| Coupon (Interest Rate): | 2020 Notes: 2.300% per year 2022 Notes: 2.875% per year 2026 Notes: 3.350% per year 2045 Notes: 4.350% per year | |
| Interest Payment Dates: | 2020 Notes: May 3 and November 3, beginning May 3, 2016 2022 Notes: May 3 and November 3, beginning May 3, 2016 2026 Notes: May 3 and November 3, beginning May 3, 2016 2045 Notes: May 3 and November 3, beginning May 3, 2016 | |
| Benchmark Treasury: | 2020 Notes: UST 1.375% due September 30, 2020 2022 Notes: UST 1.750% due September 30, 2022 2026 Notes: UST 2.000% due August 15, 2025 2045 Notes: UST 3.000% due May 15, 2045 |
| Benchmark Treasury Price / Yield: | 2020 Notes: 100-02 / 1.362% 2022 Notes: 100-01 / 1.745% 2026 Notes: 99-22 / 2.035% 2045 Notes: 102-21+ / 2.865% | |||
| Spread to Benchmark Treasury: | 2020 Notes: +95 bps 2022 Notes: +115 bps 2026 Notes: +135 bps 2045 Notes: +150 bps | |||
| Yield to Maturity: | 2020 Notes: 2.312% 2022 Notes: 2.895% 2026 Notes: 3.385% 2045 Notes: 4.365% | |||
| Optional Redemption: | In each case as described in the Preliminary Prospectus Supplement – | |||
2020 Notes:
2022 Notes:
2026 Notes:
2045 Notes: | • Make-Whole Call prior to October 3, 2020 (T + 15 bps) • Par Call on or after October 3, 2020 • Make-Whole Call prior to September 3, 2022 (T + 20 bps) • Par Call on or after September 3, 2022 • Make-Whole Call prior to February 3, 2026 (T + 20 bps) • Par Call on or after February 3, 2026 • Make-Whole Call prior to May 3, 2045 (T + 25 bps) • Par Call on or after May 3, 2045 | |||
| Special Mandatory Redemption: | As described in the Preliminary Prospectus Supplement, if the Chubb Merger (as defined in the Preliminary Prospectus Supplement) is not consummated on or prior to September 30, 2016 or the Merger Agreement (as defined in the Preliminary Prospectus Supplement) is terminated, special mandatory redemption at 101%. | |||
| CUSIP / ISIN: | 2020 Notes: 00440EAT4 / US00440EAT47 2022 Notes: 00440EAU1 / US00440EAU10 2026 Notes: 00440EAV9 / US00440EAV92 2045 Notes: 00440EAW7 / US00440EAW75 | |||
| Joint Book-Running Managers: | Morgan Stanley & Co. LLC J.P. Morgan Securities LLC Citigroup Global Markets Inc. | |||
| Joint Lead Managers: | Mitsubishi UFJ Securities (USA), Inc. Wells Fargo Securities, LLC | |||
| Co-Managers: | ANZ Securities, Inc. Barclays Capital Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Goldman, Sachs & Co. HSBC Securities (USA) Inc. ING Financial Markets LLC Lloyds Securities Inc. RBS Securities Inc. BNY Mellon Capital Markets, LLC Deutsche Bank Securities Inc. RBC Capital Markets, LLC Standard Chartered Bank BNP Paribas Securities Corp. Boenning & Scattergood, Inc. Credit Suisse Securities (USA) LLC Drexel Hamilton, LLC Lebenthal & Co., LLC Macquarie Capital (USA) Inc. UBS Securities LLC Williams Capital Group, L.P. | |||
| Ranking: | The 2020 Notes, the 2022 Notes, the 2026 Notes and the 2045 Notes will constitute four separate series of debt securities, will be senior unsecured obligations of ACE INA and will rank equally in right of payment with all of ACE INA’s other unsecured and unsubordinated indebtedness from time to time outstanding. The guarantee will be a senior unsecured obligation of ACE Limited and will rank equally in right of payment with all of ACE Limited’s other unsecured and unsubordinated indebtedness from time to time outstanding. The Notes will be structurally subordinated to all obligations of ACE INA’s subsidiaries, including claims with respect to trade payables. The guarantee will be structurally subordinated to all obligations of ACE Limited’s subsidiaries, including claims with respect to trade payables. At June 30, 2015, ACE INA and its subsidiaries had a total of approximately $6 billion of indebtedness outstanding (other than trade payables). On a pro forma basis, after giving effect to the sale of the Notes and the consummation of the Chubb Merger and the merger of Chubb with and into ACE INA, at June 30, 2015, ACE INA and its subsidiaries had a total of approximately $15.180 billion of indebtedness outstanding (other than trade payables). On a pro forma basis, after giving effect to the sale of the Notes and the consummation of the Chubb Merger, at June 30, 2015, ACE had approximately $15.732 billion of indebtedness (other than trade payables) outstanding on a consolidated basis, all of which would be structurally senior to ACE Limited’s guarantee of the Notes. |
The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offerings 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 these offerings. 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 these offerings will arrange to send you the prospectus if you request it by calling Morgan Stanley & Co. LLC at 1-866-718-1649, J.P. Morgan Securities LLC at 1-212-834-4533 or Citigroup Global Markets Inc. at 1-800-831-9146.
Annex I
UNDERWRITING AGREEMENT
[Filed as Exhibit 1.1 to Form 8-K and not included herein]