EX-1.2 3 y09847exv1w2.txt PRICING AGREEMENT 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 6, 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 3,600,000 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 Director --------------------------------- 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 3,600,000 shares, subject to the terms of the Pricing Agreement and the Underwriting Agreement) Banc of America Securities LLC 3,855,937 Goldman, Sachs & Co. 3,855,937 Merrill Lynch, Pierce, Fenner & Smith Incorporated 3,855,937 Citigroup Global Markets Inc. 2,190,938 Lehman Brothers Inc. 2,745,938 Morgan Stanley & Co. Incorporated 2,190,938 UBS Securities LLC 2,190,938 Wachovia Capital Markets LLC 2,190,938 Advest, Inc. 61,500 A.G. Edwards & Sons, Inc. 61,500 HSBC Securities (USA) Inc. 61,500 J.P. Morgan Securities Inc. 61,500 Janney Montgomery Scott LLC 61,500 KeyBanc Capital Markets, a division of McDonald Investments Inc. 61,500 Morgan Keegan & Company, Inc. 61,500 Piper Jaffray & Co. 61,500 RBC Dain Rauscher Inc. 61,500 Raymond James & Associates, Inc. 61,500 SunTrust Capital Markets, Inc. 61,500 Wells Fargo Securities, LLC 61,500 Robert W. Baird & Co. Incorporated 26,357 Guzman & Company 26,357 J.J.B. Hilliard, W.L. Lyons, Inc. 26,357 Keefe, Bruyette & Woods, Inc. 26,357 Samuel A. Ramirez & Co., Inc. 26,357 Muriel Siebert & Co., Inc. 26,357 The Williams Capital Group, L.P. 26,357 TOTAL 24,000,000
SCHEDULE II TO PRICING AGREEMENT Underwriting Agreement, dated June 6, 2005 Registration Statement Nos. 333-124358 Title, Purchase Price and Description of Securities: TITLE: Floating Rate Non-Cumulative Preferred Stock, Series A, $.01 par value (the "Series A Preferred Stock") APPLICABLE SECURITIES AGREEMENTS: Amended and Restated Certificate of Incorporation of the Company (including the Certificate of Designations) NUMBER OF SHARES: 24 million shares ISSUE DATE: June 13, 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 A 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 A Preferred Stock; provided further that the purchase price for any Option Securities is $24.2125 per share of Series A 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 A Preferred Stock. TERMS OF THE SECURITIES: As set forth in the Final Prospectus dated June 6, 2005. CLOSING DATE, TIME AND LOCATION: June 13, 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