Exhibit 1.2
PRICING AGREEMENT
December 14, 2006
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
HSBC Securities (USA) Inc.
As Representatives of the
several Underwriters
named in Schedule I hereto
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 December 14, 2006 (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. 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.
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 principal amount 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:
GOLDMAN, SACHS & CO.
/s/ Goldman, Sachs & Co.
- -------------------------------------
(Goldman, Sachs & Co.)
J.P. MORGAN SECURITIES INC.
By: /s/ Robert Bottamedi
---------------------------------
Name: Robert Bottamedi
Title: Vice President
MERRILL LYNCH & CO.
By: /s/ Paul Brown
---------------------------------
Name: Paul Brown
Title: Director
HSBC SECURITIES (USA) INC.
By: /s/ Andrew Lazerus
---------------------------------
Name: Andrew Lazerus
Title: Senior Vice President
SCHEDULE I
TO PRICING AGREEMENT
PRINCIPAL AMOUNT OF
6.40 %
FIXED-TO-FLOATING
JUNIOR SUBORDINATED
DEBENTURES DUE 2066
UNDERWRITERS TO BE PURCHASED
------------ -------------------
Goldman, Sachs & Co. ......................... $ 287,500,000
J.P. Morgan Securities Inc. .................. $ 287,500,000
Merrill Lynch, Pierce, Fenner & Smith
Incorporated .............................. $ 287,500,000
HSBC Securities (USA) Inc. ................... $ 125,000,000
Lehman Brothers Inc. ......................... $ 37,500,000
Morgan Stanley & Co. Incorporated ............ $ 37,500,000
Wachovia Securities Capital Markets LLC ...... $ 37,500,000
Deutsche Bank Securities Inc. ................ $ 37,500,000
Banc of America Securities, LLC .............. $ 37,500,000
Guzman & Company ............................. $ 15,000,000
Samuel A. Ramirez & Co., Inc. ................ $ 15,000,000
Muriel Siebert & Co., Inc. ................... $ 15,000,000
Toussaint Capital Partners, LLC .............. $ 15,000,000
The Williams Capital Group, L.P. ............. $ 15,000,000
--------------
Total ..................................... $1,250,000,000
==============
SCHEDULE II
TO PRICING AGREEMENT
Underwriting Agreement, dated December 14, 2006
Registration Statement No. 333-124358
TITLE, PURCHASE PRICE AND DESCRIPTION OF SECURITIES:
TITLE: 6.40% Fixed-to-Floating Junior Subordinated Debentures due 2066 (the
"Junior Subordinated Debentures")
APPLICABLE SECURITIES AGREEMENTS: Subordinated Indenture, dated June 21, 2005
between the Bank of New York Trust Company, N.A. (as successor in interest to
J.P. Morgan Trust Company National Association) and MetLife, Inc., and the Third
Supplemental Indenture to be dated December 21, 2006 between MetLife, Inc., and
the Bank of New York Trust Company, N.A.
AGGREGATE PRINCIPAL AMOUNT OF UNDERWRITTEN SECURITIES: $1,250,000,000
ISSUE DATE: December 21, 2006
TERM: The final maturity date of the Junior Subordinated Debentures is December
21, 2006.
PAYMENT DATES: The Junior Subordinated Debentures will bear interest on their
principal amount from and including December 21, 2006 to but excluding December
15, 2036 at an annual fixed rate of 6.40%, payable semi-annually in arrears on
June 15 and December 15 of each year, beginning June 15, 2007. Solely in the
event that Junior Subordinated Debentures are not repaid or otherwise redeemed
on or before the scheduled redemption date of December 15, 2036, the Junior
Subordinated Debentures will bear interest from and including December 15, 2036
to but excluding the final maturity date of December 15, 2066, or earlier
redemption at an annual rate equal to three-month LIBOR (as defined in the
Preliminary Prospectus Supplement) plus 2.205% payable quarterly in arrears on
March 15, June 15, September 15 and December 15 of each year.
PRICE TO THE PUBLIC: 99.816%
PURCHASE PRICE BY UNDERWRITERS: 98.816%
TERMS OF THE SECURITIES: As set forth in the Final Prospectus dated December 14,
2006
CLOSING DATE, TIME AND LOCATION: December 21, 2006, 10:00 am (New York City
time), Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York,
New York.
DESIGNATED REPRESENTATIVES:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
HSBC Securities (USA) Inc.
ADDRESSES FOR NOTICES, ETC.:
IF TO THE REPRESENTATIVES:
Goldman, Sachs & Co., One New York Plaza, 42nd Floor, New York, New York 10004,
Attention: Registration Department
J.P. Morgan Securities Inc., 270 Park Avenue, New York, New York 10017,
Attention: High Grade Syndicate Desk - 8th floor, Facsimile No. (212) 834-6081
Merrill Lynch, Pierce, Fenner & Smith Incorporated, 4 World Financial Center,
New York, New York, 10080,
Attention: Bill Egan, Fax: 212-449-1188
HSBC Securities (USA) Inc., 452 Fifth Avenue, 3rd Floor, New York, New York
10018, Fax: 646-366-3338, Attn: Transaction Execution Group
With a copy to: Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New
York, New York 10036, Attention: Susan Sutherland, Esq.
IF TO THE COMPANY:
MetLife, Inc., 27-01 Queens Plaza North, Long Island City, New York 11101,
Attention: Treasurer
With a copy to: LeBoeuf, Lamb, Greene & MacRae LLP, 125 West 55th Street, New
York, New York, 10019, Attention: John M. Schwolsky, Esq. and Vladimir Nicenko,
Esq.