Exhibit 1.2
PRICING AGREEMENT
Banc of America Securities LLC
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
As Representatives of the
several Underwriters
named in Schedule I hereto
c/o Banc of America Securities LLC
9 West 57th Street, 21st Floor
New York, NY 10019
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, NY 10080
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 June 9, 2005 (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").
In addition, subject to the terms and conditions stated herein and in the
Underwriting Agreement, if the Underwriters sell more than the total number of
Underwritten Securities, the Underwriters shall have an option to purchase,
severally and not jointly, up to an additional 9,000,000 Securities (the "Option
Securities", if any, together with the "Underwritten Securities, the
"Securities") from the Company to cover such sales. Said option may be exercised
in whole or in part at any time on or before the 30th day after the date of the
Final Prospectus upon written or facsimile notice to the Company setting forth
the number of shares of the Option Securities as to which the several
Underwriters are exercising the option and the settlement date (as defined
below). The number of Option Securities to be purchased by each Underwriter
shall be approximately in the same proportion as set forth in Schedule II
hereto. Any date on which Option Securities are purchased, if such date is not
the Closing Date, is referred to herein and in the Underwriting Agreement as a
"settlement date". If settlement for the Option Securities occurs after the
Closing Date, the Company will deliver to the Representatives on the settlement
date for the Option Securities, and the obligation of the Underwriters to
purchase the Option Securities shall be conditioned upon receipt of,
supplemental opinions, certificates and letters
confirming as of such date the opinions, certificates and letters delivered on
the Closing Date pursuant to Section 6 of the Underwriting Agreement.
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 and the
Closing Date, except that each representation and warranty which refers to the
Final Prospectus in Section 1 of the Underwriting Agreement shall be deemed to
be a representation or warranty as of the date of the Underwriting Agreement in
relation to the Final Prospectus (as therein defined) and also a representation
and warranty as of the date of this Agreement in relation to the Final
Prospectus as amended or supplemented relating to the Securities which are the
subject of this Agreement. 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. Unless otherwise defined herein, terms defined in the
Underwriting Agreement are used herein as therein defined. The Representatives
designated to act on behalf of the Representatives and on behalf of each of the
Underwriters of the Securities pursuant to the Underwriting Agreement and the
address of the Representatives are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Base
Prospectus, as the case may be, relating to the Securities, in the form
heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the number of shares or the principal amount, as the case may be, 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.
Very truly yours,
METLIFE, INC.
By: /s/ Anthony J. Williamson
-------------------------------------------
Name: Anthony J. Williamson
Title: Senior Vice President and Treasurer
Accepted as of the date hereof
on behalf of each of the Underwriters:
Banc of America Securities LLC
By: /s/ Lily Chang
--------------------------------
Name: Lily Chang
Title: Principal
Goldman, Sachs & Co.
/s/ Goldman, Sachs & Co.
- ------------------------------------
(Goldman, Sachs & Co.)
Merrill Lynch, Pierce, Fenner & Smith Incorporated
By: /s/ Paul Brown
---------------------------------
Name: Paul Brown
Title: Director
SCHEDULE I
TO PRICING AGREEMENT
Number of Shares
or Principal
Amount of
Securities to
Underwriters be Purchased
(Plus up to an additional 9,000,000
shares, subject to the terms of the
Pricing Agreement and the Underwriting
Agreement)
Banc of America Securities LLC 11,378,000
Goldman, Sachs & Co. 11,378,000
Merrill Lynch, Pierce, Fenner &
Smith Incorporated 11,378,000
Citigroup Global Markets Inc. 4,339,950
Lehman Brothers Inc. 6,685,950
Morgan Stanley & Co. Incorporated 4,339,950
UBS Securities LLC 4,339,950
Wachovia Securities, Inc. 4,339,950
Robert W. Baird & Co. Incorporated 112,450
Deutsche Bank Securities Inc. 112,450
A.G. Edwards & Sons, Inc. 112,450
HSBC Securities (USA) Inc. 112,450
J.J.B. Hilliard, W.L. Lyons, Inc. 112,450
Janney Montgomery Scott LLC 112,450
J.P. Morgan Securities Inc. 112,450
KeyBanc Capital Markets, A Division
of McDonald Investments Inc. 112,450
Morgan Keegan & Company, Inc. 112,450
RBC Dain Rauscher Inc. 112,450
Raymond James & Associates, Inc. 112,450
Charles Schwab & Co., Inc. 112,450
Wells Fargo Investments, LLC 112,450
Advest, Inc. 22,400
BB&T Capital Markets, a division of
Scott & Stringfellow, Inc. 22,400
M. R. Beal & Company 22,400
Blaylock & Company, Inc. 22,400
Davenport & Company LLC 22,400
Ferris, Baker Watts, Incorporated 22,400
Guzman & Company 22,400
H&R Block Financial Advisors, Inc. 22,400
Legg Mason Wood Walker, Incorporated 22,400
Muriel Siebert & Co., Inc. 22,400
Oppenheimer & Co. Inc. 22,400
Number of Shares
or Principal
Amount of
Securities to
Underwriters be Purchased
(Plus up to an additional 9,000,000
shares, subject to the terms of the
Pricing Agreement and the Underwriting
Agreement)
Piper Jaffray & Co. 22,400
Samuel A. Ramirez & Co., Inc. 22,400
Stifel, Nicolaus & Company,
Incorporated 22,400
Toussaint Capital Partners, LLC 22,400
The Williams Capital Group, L.P. 22,400
TOTAL 60,000,000
SCHEDULE II
TO PRICING AGREEMENT
Underwriting Agreement, dated June 9, 2005
Registration Statement Nos. 333-124358
Title, Purchase Price and Description of Securities:
TITLE: 6.50% Non-Cumulative Preferred Stock, Series B, $.01
par value (the "Series B Preferred Stock")
APPLICABLE SECURITIES AGREEMENTS: Amended and Restated Certificate
of Incorporation of the Company (including the Certificate of
Designations)
NUMBER OF SHARES: 60 million shares
ISSUE DATE: June 16, 2005
TERM: Perpetual
PAYMENT DATES: Quarterly on the 15th of the month commencing on
September 15, 2005.
PRICE TO THE PUBLIC: $25 per share (liquidation preference)
PURCHASE PRICE BY UNDERWRITERS: $24.2125 per share of Series B
Preferred Stock; provided, however, that the purchase price with
respect to Underwritten Securities sold in an aggregate liquidation
preference of $500,000 or more to a single purchaser, is $24.5000
per share of Series B Preferred Stock; provided further that the
purchase price for any Option Securities is $24.2125 per share of
Series B Preferred Stock, but in the case of Option Securities sold
in an aggregate liquidation preference of $500,000 or more to single
purchaser, the purchase price for such Option Securities is $24.5000
per share of Series B Preferred Stock.
TERMS OF THE SECURITIES: As set forth in the Final Prospectus dated
June 9, 2005.
CLOSING DATE, TIME AND LOCATION: June 16, 2005; 10:00 a.m. (New York
City time); Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza,
New York, New York 10006.
DESIGNATED REPRESENTATIVES: Banc of America Securities LLC; Goldman,
Sachs & Co.; Merrill Lynch, Pierce, Fenner & Smith Incorporated
ADDRESSES FOR NOTICES, ETC.:
IF TO THE REPRESENTATIVES:
c/o Banc of America Securities LLC
9 West 57th Street, 21st Floor
New York, NY 10019
c/o Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004
c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated
4 World Financial Center
New York, NY 10080
With a copy to:
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, NY 10006
Attention: David Lopez, Esq.
IF TO THE COMPANY:
27-01 Queens Plaza North
Long Island City, NY 11101
Attention: Treasurer