EXHIBIT 1.2
PRICING AGREEMENT
June 20, 2005
Banc of America Securities LLC
Goldman, Sachs & Co.
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
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 20, 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").
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.)
SCHEDULE I
TO PRICING AGREEMENT
Principal Amount of Principal Amount of
5.00% Senior Notes 5.70% Senior Notes
Due 2015 to Be Due 2035 to be
Underwriters Purchased Purchased
- -------------------------------- ------------------- -------------------
Banc of America Securities LLC $ 140,000,000 $ 140,000,000
Goldman, Sachs & Co. 140,000,000 140,000,000
Deutsche Bank Securities Inc. 140,000,000 140,000,000
J.P. Morgan Securities Inc. 140,000,000 140,000,000
Wachovia Capital Markets, LLC 140,000,000 140,000,000
A.G. Edwards & Sons, Inc. 90,004,000 90,000,000
ABN AMRO Inc. 26,666,000 26,666,000
BNP Paribas Securities Corp. 26,666,000 26,666,000
HSBC Securities (USA) Inc. 26,666,000 26,666,000
Piper Jaffray & Co. 26,666,000 26,666,000
Raymond James & Associates, Inc. 26,666,000 26,666,000
Wells Fargo Securities, LLC 26,666,000 26,666,000
Guzman & Company 10,000,000 10,000,000
Muriel Siebert & Co., Inc. 10,000,000 10,000,000
Samuel A. Ramirez & Co., Inc. 10,000,000 10,000,000
Toussaint Capital Partners, LLC 10,000,000 10,000,000
The Williams Capital Group, L.P. 10,000,000 10,000,000
-------------- --------------
Total.............................. $1,000,000,000 $1,000,000,000
SCHEDULE II
TO PRICING AGREEMENT
Underwriting Agreement, dated June 20, 2005
Registration Statement Nos. 333-124358
TITLE, PURCHASE PRICE AND DESCRIPTION OF SECURITIES:
TITLE: 5.00 % Senior Notes due 2015 and 5.70% Senior Notes due 2035
APPLICABLE SECURITIES AGREEMENTS:
With respect to both the 5.00% Senior Notes due 2015 and the 5.70%
Senior Notes due 2035: Indenture, dated as of November 9, 2001
between MetLife, Inc. and Bank One Trust Company, N.A. (predecessor
to J.P. Morgan Trust Company, National Association) (the "Senior
Indenture")
With respect to the 5.00% Senior Notes due 2015 only: Supplemental
Indenture dated as of June 23, 2005, between MetLife, Inc. and J.P.
Morgan Trust Company, National Association) (the "Twelfth
Supplemental Indenture").
With respect to the 5.70% Senior Notes due 2035 only: Supplemental
Indenture dated as of June 23, 2005, between MetLife, Inc. and J.P.
Morgan Trust Company, National Association (the "Thirteenth
Supplemental Indenture").
AGGREGATE PRINCIPAL AMOUNT OF UNDERWRITTEN SECURITIES:
With respect to the 5.00% Senior Notes due 2015: $1,000,000,000
With respect to the 5.70% Senior Notes due 2035: $1,000,000,000
ISSUE DATE: June 23, 2005
TERM:
With respect to the 5.00% Senior Notes due 2015: June 15, 2015
With respect to the 5.70% Senior Notes due 2035: June 15, 2035
PAYMENT DATES: Semi-annually, each June 15 and December 15,
commencing on December 15, 2005
PRICE TO THE PUBLIC:
With respect to the 5.00% Senior Notes due 2015: 99.729%
With respect to the 5.70% Senior Notes due 2035: 99.759%
PURCHASE PRICE BY UNDERWRITERS:
With respect to the 5.00% Senior Notes due 2015: 99.329%
With respect to the 5.70% Senior Notes due 2035: 99.009%
TERMS OF THE SECURITIES: As set forth in the Final Prospectus dated
June 20, 2005.
CLOSING DATE, TIME AND LOCATION: June 23, 2005, 10:00 a.m. (New York
City time); Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza,
New York, NY 10006.
DESIGNATED REPRESENTATIVES: Banc of America Securities LLC; Goldman,
Sachs & Co.
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
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