Attached files
Exhibit 1.5
ANNEX I
Pricing Agreement
To the Underwriters named
in Schedule I hereto
in Schedule I hereto
March 17, 2010
Ladies and Gentlemen:
The Hartford Financial Services Group, Inc., a Delaware corporation (the Company) proposes,
subject to the terms and conditions stated herein and in the Underwriting Agreement General Terms
and Conditions, dated March 17, 2010, attached hereto, to issue and sell to the Underwriters named
in Schedule I hereto (the Underwriters) the Designated Securities specified in Schedule II hereto
(consisting of Firm Depositary Shares and any Optional Depositary Shares the Underwriters may elect
to purchase). Each of the provisions of the Underwriting Agreement General Terms and Conditions 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 Pricing Agreement. Unless otherwise defined herein, terms defined in the
Underwriting Agreement General Terms and Conditions 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 Designated Securities pursuant to Section 13 of the Underwriting Agreement
General Terms and Conditions and the addresses of the Representatives referred to in such Section
13 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may
be, relating to the Designated 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 General
Terms and Conditions 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 such Underwriter set forth in
Schedule II hereto, the number of Firm Depositary Shares set forth opposite the name of such
Underwriter in Schedule I hereto and, in the event and to the extent that the Underwriters shall
exercise the election to purchase Optional Depositary Shares, as provided below, 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 purchase price to the Underwriters
A-1
set forth in Schedule II hereto such number of Optional Depositary Shares (as to which such
election shall have been exercised) as determined pursuant to Section 3 of the Underwriting
Agreement General Terms and Conditions, attached hereto.
The Company hereby grants to each of the Underwriters the right to purchase at their election
up to the number of Optional Depositary Shares set forth opposite the name of such Underwriter in
Schedule I hereto on the terms referred to in the paragraph above. Any such election to purchase
Optional Depositary Shares may be exercised by written notice from the Representatives to the
Company given within a period of 30 calendar days after the date of this Pricing Agreement, setting
forth the aggregate number of Optional Depositary Shares to be purchased and the date on which such
Optional Depositary Shares are to be delivered, as determined by the Representatives, but in no
event earlier than the First Time of Delivery or, unless the Representatives and the Company
otherwise agree in writing, no earlier than two or later than ten business days after the date of
such notice.
If the foregoing is in accordance with your understanding, please sign and return to us five
counterparts hereof, and upon acceptance hereof by you, on behalf of the Underwriters, this letter
and such acceptance hereof, including the provisions of the Underwriting Agreement General Terms
and Conditions incorporated herein by reference, shall constitute a binding agreement between each
Underwriter, on the one hand, and the Company, on the other.
A-2
Very truly yours, THE HARTFORD FINANCIAL SERVICES GROUP, INC. |
||||
By: | /s/ LIAM MCGEE | |||
Name: | Liam E. McGee | |||
Title: | Chairman, President and Chief Executive Officer |
Accepted as of the date hereof:
GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.
J.P. MORGAN SECURITIES INC.
As Representatives of the Underwriters listed in
Schedule I hereto
Schedule I hereto
GOLDMAN, SACHS & CO. |
||||
By: | /s/ GOLDMAN, SACHS & CO. | |||
Name: | ||||
Title: | ||||
J.P. MORGAN SECURITIES INC. |
||||
By: | /s/ SANTOSH SREENIVASAN | |||
Name: | Santosh Sreenivasan | |||
Title: | Managing Director |
SCHEDULE I
Maximum | ||||||||
of Optional | ||||||||
Number of | Depositary | |||||||
Firm | Shares | |||||||
Depositary | which may | |||||||
Shares to be | be | |||||||
Underwriters | purchased | purchased | ||||||
Goldman, Sachs & Co. |
7,000,003 | 1,050,000 | ||||||
J.P. Morgan Securities Inc. |
7,000,002 | 1,050,000 | ||||||
Merrill Lynch, Pierce, Fenner & Smith Incorporated |
1,100,000 | 165,000 | ||||||
Morgan Stanley & Co. Incorporated |
1,100,000 | 165,000 | ||||||
BB&T Capital Markets, a division of Scott &
Stringfellow, LLC |
380,000 | 57,000 | ||||||
BNY Mellon Capital Markets, LLC |
380,000 | 57,000 | ||||||
Citigroup Global Markets Inc. |
380,000 | 57,000 | ||||||
Credit Suisse Securities (USA) LLC |
380,000 | 57,000 | ||||||
Deutsche Bank Securities Inc. |
380,000 | 57,000 | ||||||
RBS Securities Inc. |
380,000 | 57,000 | ||||||
UBS Securities LLC |
380,000 | 57,000 | ||||||
U.S. Bancorp Investments, Inc. |
380,000 | 57,000 | ||||||
Wells Fargo Securities, LLC |
380,000 | 57,000 | ||||||
Aladdin Capital Holdings LLC |
25,333 | 3,800 | ||||||
Barclays Capital Inc. |
25,333 | 3,800 | ||||||
Blaylock Robert Van, LLC |
25,333 | 3,800 | ||||||
Daiwa Securities America Inc. |
25,333 | 3,800 | ||||||
Dowling & Partners Securities LLC |
25,333 | 3,800 | ||||||
FBR Capital Markets & Co. |
25,333 | 3,800 | ||||||
Janney Montgomery Scott LLC |
25,333 | 3,800 | ||||||
Jefferies & Company, Inc. |
25,333 | 3,800 | ||||||
Keefe, Bruyette & Woods, Inc. |
25,333 | 3,800 | ||||||
Macquarie Capital (USA) Inc. |
25,333 | 3,800 | ||||||
Mitsubishi UFJ Securities (USA), Inc. |
25,333 | 3,800 | ||||||
Samuel A. Ramirez & Co., Inc. |
25,333 | 3,800 | ||||||
Sanford C. Bernstein & Co., Inc. |
25,333 | 3,800 | ||||||
SunTrust Robinson Humphrey, Inc. |
25,333 | 3,800 |
Maximum | ||||||||
of Optional | ||||||||
Number of | Depositary | |||||||
Firm | Shares | |||||||
Depositary | which may | |||||||
Shares to be | be | |||||||
Underwriters | purchased | purchased | ||||||
The Williams Capital Group, L.P. |
25,333 | 3,800 | ||||||
Total |
20,000,000 | 3,000,000 | ||||||
SCHEDULE II
Title of Designated Securities:
20,000,000 Depositary Shares Representing 1/40th Shares of 7.25% Mandatory Convertible Preferred Stock, Series F (initial liquidation preference of $1,000.00 per share). |
Number of Designated Securities:
Number of Firm Depositary Shares:20,000,000
Maximum Number of Optional Depositary Shares: 3,000,000
Purchase Price by Underwriter:
$24.25 per depositary share
Specified Funds for Payment of Purchase Price:
Federal (same day) funds
Applicable Time:
6:00 p.m. (New York City time) on the date of the Pricing Agreement.
First Time of Delivery:
9:00 a.m. (New York City time) on March 23, 2010, or at such other time and date as the
Representatives and the Company may agree upon in writing.
Closing Location:
Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York NY 10006, or at such other
place as the Representatives and the Company may agree upon in writing.
Names and Addresses of Representatives:
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
J.P. Morgan Securities Inc.
383 Madison Avenue
New York, New York 10179
85 Broad Street
New York, New York 10004
J.P. Morgan Securities Inc.
383 Madison Avenue
New York, New York 10179
Information Provided by the Underwriters:
The Underwriters have furnished to the Company for use in the Disclosure Package and Prospectus: |
(a) | The names of the Underwriters in the table of Underwriters under the caption Underwriting in the Prospectus; | ||
(b) | The third sentence of the fourth paragraph of text following the table of Underwriters under the caption Underwriting in the Prospectus; and | ||
(c) | The eighth and ninth paragraphs of text following the table of Underwriters under the caption Underwriting in the Prospectus. |
SCHEDULE III
Issuer Free Writing Prospectus
1. Press release dated March 16, 2010 as filed pursuant to Rule 433 under the Act on March 16,
2010.
2. Certain presentation materials as filed pursuant to Rule 433 under the Act on March 16,
2010.
3. Final Term Sheet, dated March 17, 2010, relating to the Designated Securities, as
filed pursuant to Rule 433 under the Act.
SCHEDULE IV
Final Term Sheet
Pricing Term Sheet | Free Writing Prospectus | |
dated as of March 17, 2010 | Filed pursuant to Rule 433 | |
Relating to the | ||
Preliminary Prospectus Supplements each dated March 16, 2010 to the | ||
Prospectus dated April 11, 2007 | ||
File No. 333-142044 |
The Hartford Financial Services Group, Inc.
Concurrent Offerings of
52,252,252 Shares of Common Stock, par value $0.01 per Share
(the common stock offering)
and
20,000,000 Depositary Shares
Each Representing a 1/40th Interest in a Share of
7.25% Mandatory Convertible Preferred Stock, Series F
(the depositary shares offering)
52,252,252 Shares of Common Stock, par value $0.01 per Share
(the common stock offering)
and
20,000,000 Depositary Shares
Each Representing a 1/40th Interest in a Share of
7.25% Mandatory Convertible Preferred Stock, Series F
(the depositary shares offering)
The information in this pricing term sheet relates only to the common stock offering and the
depositary shares offering and should be read together with (i) the preliminary prospectus
supplement dated March 16, 2010 relating to the common stock offering (the common stock
preliminary prospectus supplement, including the documents incorporated by reference therein,
(ii) the preliminary prospectus supplement dated March 16, 2010 relating to the depositary shares
offering (the depositary shares preliminary prospectus supplement), including the documents
incorporated by reference therein and (iii) the related base prospectus dated April 11, 2007, each
filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, Registration Statement
No. 333-142044. Neither the common stock offering nor the depositary share offering is
contingent on the successful completion of the other offering. Terms not defined in this pricing
term sheet have the meanings given to such terms in the common stock preliminary prospectus
supplement or the depositary shares preliminary prospectus supplement, as applicable.
Issuer:
|
The Hartford Financial Services Group, Inc. | |
Ticker / Exchange for common stock:
|
HIG / The New York Stock Exchange (NYSE) | |
Trade date:
|
March 18, 2010. |
Settlement date:
|
March 23, 2010 (T + 3). |
Common Stock Offering
Common stock offered:
|
52,252,252 shares of the Issuers common stock, par value $0.01 per share (the common stock) | |
Option for underwriters to purchase
additional shares of common stock:
|
7,837,837 additional shares | |
Last reported sale price of common stock
on NYSE on March 17, 2010:
|
$28.58 per share of common stock | |
Public offering price:
|
$27.75 per share / $1,450 million total, subject to the underwriters option to purchase additional shares. | |
Underwriting discount:
|
$0.888 per share / $46.4 million total, subject to the underwriters option to purchase additional shares. | |
Proceeds, before expenses, to the Issuer:
|
$26.862 per share / $1,403.6 million total, subject to the underwriters option to purchase additional shares. | |
Common stock to be outstanding after the
depositary shares offering and the
common stock offering:
|
436,380,790 shares (based on the number of shares of the common stock outstanding as of February 15, 2010, and excluding, among other things, shares reserved for issuance under certain compensation plans and certain outstanding contracts, and including the 52,252,252 shares offered in the common stock offering, assuming no exercise of the underwriters option to purchase additional shares in the common stock offering). See Capitalization in the common stock preliminary prospectus supplement. | |
Joint Book-Running Managers:
|
Goldman, Sachs & Co. and J.P. Morgan | |
Joint Lead Managers:
|
Citi and Wells Fargo Securities | |
Senior Co-Managers:
|
BofA Merrill Lynch; Credit Suisse and Morgan Stanley | |
Junior Co-Managers:
|
Barclays Capital; BNY Mellon Capital Markets, LLC; Deutsche Bank Securities; Piper Jaffray & Co.; SunTrust Robinson Humphrey and UBS Investment Bank | |
CUSIP / ISIN:
|
416515104 / US4165151048 | |
Additional document incorporated by reference: |
Current Report on Form 8-K dated March 17, 2010. |
Depositary Shares Offering
Depositary shares offered:
|
20,000,000 depositary shares, each of which represents a 1/40th interest in a share of the Issuers 7.25% Mandatory Convertible Preferred Stock, Series F (mandatory convertible preferred stock). At the consummation of the depositary shares offering, the Issuer will issue |
500,000 shares of mandatory convertible preferred stock, subject to the underwriters option to purchase additional depositary shares. | ||
Option for underwriters to purchase additional
depositary shares:
|
3,000,000 additional depositary shares (corresponding to 75,000 additional shares of the mandatory convertible preferred stock). | |
Public offering price:
|
$25 per depositary share / $500,000,000 million total, subject to the underwriters option to purchase additional depositary shares. | |
Underwriting discount:
|
$0.75 per depositary share / $15 million total, subject to the underwriters option to purchase additional depositary shares. | |
Proceeds, before expenses, to the Issuer:
|
$24.25 per depositary share / $485,000,000 million total, subject to the underwriters option to purchase additional depositary shares. | |
Dividends:
|
7.25% on the liquidation amount of $1,000 for each share of mandatory convertible preferred stock per year (equivalent to $72.50 per annum per share of mandatory convertible preferred stock, corresponding to $1.8125 per annum per depositary share). The dividend payable on the first dividend payment date, if declared, is expected to be $19.7361 per share of mandatory convertible preferred stock and on each subsequent dividend payment date, if declared, is expected to be $18.1250 per share of mandatory convertible preferred stock (equivalent to $0.4934 and $0.4531, respectively, per depositary share). | |
On the final dividend payment date or any earlier conversion date, the Issuer may pay dividends in cash, shares of the common stock or a combination thereof, at its election and subject to the share cap. The share cap is an amount per share equal to the product of (i) 2 and (ii) the maximum conversion rate, subject to adjustment as described in the depositary shares preliminary prospectus supplement. If the Issuer elects not to pay any dividends prior to the mandatory conversion date, and to pay accrued and unpaid dividends on the mandatory conversion date solely in shares of the common stock, and if the average VWAP of the common stock for the relevant measurement period is less than $6.27, the shares of the common stock that a holder of depositary shares will receive will have a value that is less than the amount of such accrued and unpaid dividends. | ||
Dividend payment dates:
|
If declared, January 1, April 1, July 1 and October 1 of each year, commencing on July 1, 2010 and ending on April 1, 2013. | |
Mandatory conversion date:
|
April 1, 2013. | |
Initial price:
|
$27.75. | |
Threshold appreciation price:
|
$33.857, which represents an appreciation of approximately 22% over the initial price. | |
Conversion rate per share of mandatory convertible
preferred stock:
|
The conversion rate for each share of mandatory convertible preferred stock will not be more than 36.036 shares of the common stock and not less than 29.536 shares of the common stock (respectively, the maximum conversion rate and minimum conversion rate) (and, correspondingly, the conversion rate for each depositary share will not |
be more than 0.9009 shares of the common stock and not less than 0.7384 shares of the common stock). | ||
The following table illustrates the conversion rate per share of the mandatory convertible preferred stock, subject to adjustment as described in the depositary shares preliminary prospectus supplement, based on the applicable market value of the common stock on the mandatory conversion date: |
Applicable Market Value on the Mandatory Conversion Date |
Conversion Rate per Share of Mandatory Convertible Preferred Stock | |||
Less than or equal to $27.75 | 36.036 shares of common stock | |||
Greater than $27.75 and less than $33.857 | $1,000, divided by the applicable market value |
|||
Equal to or greater than the threshold appreciation price, or $33.857 | 29.536 shares of common stock |
If the applicable market value of the common stock exceeds the
threshold appreciation price, the value of the common stock received
by the holder of a depositary share upon conversion will be
approximately 81.96% of the value of the common stock that could be
purchased with $25 in the concurrent common stock offering.
The following table illustrates the conversion rate per depositary share, subject to adjustment as described in the depositary shares preliminary prospectus supplement, based on the applicable market value of the common stock on the mandatory conversion date: |
Applicable Market Value on the Mandatory Conversion Date |
Conversion Rate per Depositary Share |
|||
Less than or equal to $27.75 | 0.9009 shares of common stock | |||
Greater than $27.75 and less than $33.857 | $25, divided by the applicable market value |
|||
Equal to or greater than the threshold appreciation price, or $33.857 | 0.7384 shares of common stock |
Optional conversion:
|
At any time prior to March 15, 2013, other than during the fundamental change conversion period, a holder of mandatory convertible preferred stock may elect to convert such holders shares of mandatory convertible preferred stock at the minimum conversion rate of 29.536 shares of the common stock per share of mandatory convertible preferred stock (equivalent to 0.7384 shares of the common stock per depositary share), subject to adjustment as described in the depositary shares preliminary prospectus supplement. Because each depositary share represents a 1/40th fractional interest in a share of mandatory convertible preferred stock, a holder of depositary shares may only convert its depositary shares in lots of 40 depositary shares. | |
Common stock to be outstanding after the depositary
shares offering and the common stock offering:
|
436,380,790 shares (based on the number of shares of the common stock outstanding as of February 15, 2010, and excluding, among other things, shares reserved for issuance under certain compensation plans and certain outstanding contracts, and including the 52,252,252 shares offered in the common stock offering, assuming no exercise of the underwriters option to purchase additional shares in the common stock offering). See Capitalization in the depositary shares preliminary prospectus supplement. | |
Fundamental change:
|
The following table sets forth the fundamental change conversion rate per share of mandatory convertible preferred stock based on the effective date of the fundamental change and the stock price in the fundamental change: |
Stock Price on Effective Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date | $5.00 | $10.00 | $15.00 | $20.00 | $25.00 | $27.75 | $30.00 | $33.86 | $35.00 | $40.00 | $50.00 | $60.00 | $75.00 | $100.00 | ||||||||||||||||||||||||||||||||||||||||||
March 23, 2010 |
71.178 | 52.425 | 44.724 | 40.098 | 37.146 | 36.036 | 35.257 | 34.278 | 34.046 | 33.257 | 32.359 | 31.883 | 31.458 | 31.016 | ||||||||||||||||||||||||||||||||||||||||||
July 1, 2010 |
68.559 | 51.306 | 44.144 | 39.714 | 36.829 | 35.706 | 34.972 | 34.012 | 33.786 | 33.023 | 32.173 | 31.732 | 31.338 | 30.923 | ||||||||||||||||||||||||||||||||||||||||||
October 1, 2010 |
65.841 | 50.117 | 43.520 | 39.304 | 36.492 | 35.388 | 34.667 | 33.727 | 33.508 | 32.772 | 31.972 | 31.568 | 31.208 | 30.820 | ||||||||||||||||||||||||||||||||||||||||||
January 1, 2011 |
63.075 | 48.899 | 42.895 | 38.907 | 36.165 | 35.077 | 34.366 | 33.443 | 33.228 | 32.518 | 31.768 | 31.400 | 31.073 | 30.713 | ||||||||||||||||||||||||||||||||||||||||||
April 1, 2011 |
60.252 | 47.638 | 42.258 | 38.516 | 35.844 | 34.768 | 34.064 | 33.154 | 32.944 | 32.257 | 31.557 | 31.227 | 30.931 | 30.600 | ||||||||||||||||||||||||||||||||||||||||||
July 1, 2011 |
57.387 | 46.344 | 41.621 | 38.151 | 35.545 | 34.476 | 33.773 | 32.868 | 32.661 | 31.994 | 31.343 | 31.050 | 30.785 | 30.483 | ||||||||||||||||||||||||||||||||||||||||||
October 1, 2011 |
54.479 | 45.011 | 40.980 | 37.817 | 35.278 | 34.205 | 33.495 | 32.586 | 32.380 | 31.727 | 31.125 | 30.868 | 30.633 | 30.361 | ||||||||||||||||||||||||||||||||||||||||||
January 1, 2012 |
51.524 | 43.630 | 40.323 | 37.518 | 35.049 | 33.961 | 33.234 | 32.305 | 32.097 | 31.453 | 30.900 | 30.679 | 30.472 | 30.233 | ||||||||||||||||||||||||||||||||||||||||||
April 1, 2012 |
48.520 | 42.195 | 39.630 | 37.255 | 34.872 | 33.754 | 32.994 | 32.023 | 31.809 | 31.165 | 30.663 | 30.479 | 30.302 | 30.100 | ||||||||||||||||||||||||||||||||||||||||||
July 1, 2012 |
45.469 | 40.710 | 38.883 | 37.037 | 34.783 | 33.611 | 32.791 | 31.740 | 31.512 | 30.855 | 30.411 | 30.265 | 30.121 | 29.963 | ||||||||||||||||||||||||||||||||||||||||||
October 1, 2012 |
42.373 | 39.182 | 38.047 | 36.864 | 34.856 | 33.597 | 32.661 | 31.445 | 31.189 | 30.504 | 30.140 | 30.035 | 29.930 | 29.822 | ||||||||||||||||||||||||||||||||||||||||||
January 1, 2013 |
39.230 | 37.622 | 37.083 | 36.642 | 35.239 | 33.878 | 32.687 | 31.074 | 30.757 | 30.054 | 29.843 | 29.789 | 29.734 | 29.679 | ||||||||||||||||||||||||||||||||||||||||||
April 1, 2013 |
36.036 | 36.036 | 36.036 | 36.036 | 36.036 | 36.036 | 33.333 | 29.536 | 29.536 | 29.536 | 29.536 | 29.536 | 29.536 | 29.536 |
The exact stock price and effective date may not be set forth on the table, in which case: |
if the stock price is between two stock price amounts on the
table or the effective date is between two dates on the table, the
fundamental change conversion rate will be determined by
straight-line interpolation between the fundamental change
conversion rates set forth for the higher and lower stock price
amounts and the two dates, as applicable, based on a 365-day year; |
||
if the stock price is in excess of $100.00 per share
(subject to adjustment as described in the depositary shares
preliminary prospectus supplement), then the fundamental change
conversion rate will be the minimum conversion rate, subject to
adjustment as described in the depositary shares preliminary
prospectus supplement; and |
||
if the stock price is less than $5.00 per share (subject to
adjustment as described in the depositary shares preliminary
prospectus supplement) (the minimum stock price), then the
fundamental change conversion rate will be determined (a) as if the
stock price equaled the minimum stock price and (b) if the effective
date is between two dates on the table, using straight-line
interpolation, as described in the depositary shares preliminary
prospectus supplement, subject to adjustment. |
The following table sets forth the fundamental change conversion rate per depositary share based on the effective date of the fundamental change and the stock price in the fundamental change: |
Stock Price on Effective Date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Effective Date | $5.00 | $10.00 | $15.00 | $20.00 | $25.00 | $27.75 | $30.00 | $33.86 | $35.00 | $40.00 | $50.00 | $60.00 | $75.00 | $100.00 | ||||||||||||||||||||||||||||||||||||||||||
March 23, 2010 |
1.7794 | 1.3106 | 1.1181 | 1.0025 | 0.9286 | 0.9009 | 0.8814 | 0.8569 | 0.8511 | 0.8314 | 0.8090 | 0.7971 | 0.7864 | 0.7754 | ||||||||||||||||||||||||||||||||||||||||||
July 1, 2010 |
1.7140 | 1.2826 | 1.1036 | 0.9929 | 0.9207 | 0.8926 | 0.8743 | 0.8503 | 0.8446 | 0.8256 | 0.8043 | 0.7933 | 0.7835 | 0.7731 | ||||||||||||||||||||||||||||||||||||||||||
October 1, 2010 |
1.6460 | 1.2529 | 1.0880 | 0.9826 | 0.9123 | 0.8847 | 0.8667 | 0.8432 | 0.8377 | 0.8193 | 0.7993 | 0.7892 | 0.7802 | 0.7705 | ||||||||||||||||||||||||||||||||||||||||||
January 1, 2011 |
1.5769 | 1.2225 | 1.0724 | 0.9727 | 0.9041 | 0.8769 | 0.8591 | 0.8361 | 0.8307 | 0.8129 | 0.7942 | 0.7850 | 0.7768 | 0.7678 | ||||||||||||||||||||||||||||||||||||||||||
April 1, 2011 |
1.5063 | 1.1910 | 1.0564 | 0.9629 | 0.8961 | 0.8692 | 0.8516 | 0.8288 | 0.8236 | 0.8064 | 0.7889 | 0.7807 | 0.7733 | 0.7650 | ||||||||||||||||||||||||||||||||||||||||||
July 1, 2011 |
1.4347 | 1.1586 | 1.0405 | 0.9538 | 0.8886 | 0.8619 | 0.8443 | 0.8217 | 0.8165 | 0.7998 | 0.7836 | 0.7762 | 0.7696 | 0.7621 | ||||||||||||||||||||||||||||||||||||||||||
October 1, 2011 |
1.3620 | 1.1253 | 1.0245 | 0.9454 | 0.8820 | 0.8551 | 0.8374 | 0.8146 | 0.8095 | 0.7932 | 0.7781 | 0.7717 | 0.7658 | 0.7590 | ||||||||||||||||||||||||||||||||||||||||||
January 1, 2012 |
1.2881 | 1.0908 | 1.0081 | 0.9380 | 0.8762 | 0.8490 | 0.8309 | 0.8076 | 0.8024 | 0.7863 | 0.7725 | 0.7670 | 0.7618 | 0.7558 | ||||||||||||||||||||||||||||||||||||||||||
April 1, 2012 |
1.2130 | 1.0549 | 0.9907 | 0.9314 | 0.8718 | 0.8438 | 0.8248 | 0.8006 | 0.7952 | 0.7791 | 0.7666 | 0.7620 | 0.7575 | 0.7525 | ||||||||||||||||||||||||||||||||||||||||||
July 1, 2012 |
1.1367 | 1.0177 | 0.9721 | 0.9259 | 0.8696 | 0.8403 | 0.8198 | 0.7935 | 0.7878 | 0.7714 | 0.7603 | 0.7566 | 0.7530 | 0.7491 | ||||||||||||||||||||||||||||||||||||||||||
October 1, 2012 |
1.0593 | 0.9795 | 0.9512 | 0.9216 | 0.8714 | 0.8399 | 0.8165 | 0.7861 | 0.7797 | 0.7626 | 0.7535 | 0.7509 | 0.7483 | 0.7456 | ||||||||||||||||||||||||||||||||||||||||||
January 1, 2013 |
0.9807 | 0.9405 | 0.9271 | 0.9161 | 0.8810 | 0.8469 | 0.8172 | 0.7768 | 0.7689 | 0.7514 | 0.7461 | 0.7447 | 0.7433 | 0.7420 | ||||||||||||||||||||||||||||||||||||||||||
April 1, 2013 |
0.9009 | 0.9009 | 0.9009 | 0.9009 | 0.9009 | 0.9009 | 0.8333 | 0.7384 | 0.7384 | 0.7384 | 0.7384 | 0.7384 | 0.7384 | 0.7384 |
Because each depositary share represents a 1/40th fractional interest in a share of mandatory convertible preferred stock, a holder of depositary shares may only convert its depositary shares upon the occurrence of a fundamental change in lots of 40 depositary shares. | ||
Joint Book-Running Managers:
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Goldman, Sachs & Co. and J.P. Morgan | |
Joint Lead Managers:
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BofA Merrill Lynch and Morgan Stanley |
Senior Co-Managers:
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Citi; Credit Suisse and Wells Fargo Securities | |
Junior Co-Managers:
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BB&T Capital Markets; BNY Mellon Capital Markets, LLC; Deutsche Bank Securities; RBS; UBS Investment Bank and U.S. Bancorp Investments, Inc. | |
Listing:
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The Issuer will apply to list the depositary shares on the New York Stock Exchange, and expects trading on the New York Stock Exchange to begin within 30 days of the initial issuance of the depositary shares. | |
CUSIP / ISIN:
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416515708 / US4165157086 | |
Rating:
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Standard & Poors: BB; Moodys: (P)Ba2
The security ratings above are not a recommendation to buy, sell or hold the securities offered hereby. The ratings are subject to revision or withdrawal at any time by Moodys or Standard & Poors. Each of the security ratings above should be evaluated independently of any other security rating. |
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Additional document incorporated by reference:
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Current Report on Form 8-K dated March 17, 2010. |
The Issuer has filed a registration statement (including a prospectus and related preliminary
prospectus supplements for the offerings) with the U.S. Securities and Exchange Commission (the
SEC) for the offerings to which this communication relates. Before you invest, you should read
the common stock preliminary prospectus supplement or the depositary shares preliminary prospectus
supplement, as the case may be, the accompanying prospectus in that registration statement and the
other documents the Issuer has filed with the SEC for more complete information about the Issuer
and the offering. You may get these documents for free by visiting EDGAR on the SECs website at
http://www.sec.gov. Alternatively, copies may be obtained from sales representatives of Goldman,
Sachs & Co., Attention: Prospectus Department, 85 Broad Street, New York, New York 10004, telephone
(212) 902-1171 or toll-free (866) 471-2526 or by emailing prospectus-ny@ny.email.gs.com; and J.P.
Morgan Securities Inc., National Statement Processing, Prospectus Library, 4 Chase Metrotech
Center, CS Level, Brooklyn, New York 11245; telephone: (718) 242-8002.
This communication should be read in conjunction with the common stock preliminary prospectus
supplement or the depositary shares preliminary prospectus supplement, as the case may be, and the
accompanying prospectus. The information in this communication supersedes the information in the
common stock preliminary prospectus supplement or the depositary shares preliminary prospectus
supplement, as the case may be, and the accompanying prospectus to the extent it is inconsistent
with the information in such preliminary prospectus supplement or the accompanying prospectus.
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND
SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT
OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.
SCHEDULE V
Lock-Up Agreement
March , 2010
Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
J.P. Morgan Securities Inc.
383 Madison Avenue
New York, New York 10179
as representatives of the Underwriters referred to below
Re: The Hartford Financial Services Group, Inc. Lock-Up Agreement
Ladies and Gentlemen:
The undersigned understands that you, as representatives (the Representatives), propose to
enter into (i) an underwriting agreement dated March 17, 2010 (the Common Stock Underwriting
Agreement) and a pricing agreement dated March 17, 2010 (the Common Stock Pricing Agreement), on
behalf of the several Underwriters named in Schedule I to the Common Stock Pricing Agreement
(collectively, the Common Stock Underwriters), with The Hartford Financial Services Group, Inc.,
a Delaware corporation (the Company), providing for a public offering of certain shares (the
Common Shares) of common stock, $0.01 par value per share of the Company (the Common Stock) and
(ii) an underwriting agreement dated March 17, 2010 (the Depositary Shares Underwriting
Agreement, together with the Common Stock Underwriting Agreement, the Underwriting Agreements)
and a pricing agreement dated March 17, 2010 (the Depositary Shares Pricing Agreement) on behalf
of the several Underwriters named in Schedule I to the Depositary Shares Pricing Agreement
(collectively, the Depositary Shares Underwriters, and together with the Common Stock
Underwriters, the Underwriters), with the Company, providing for a public offering of depositary
shares, each representing a
1/40th share of 7.25% Mandatory Convertible Preferred
Stock, Series F, of the Company (the Depositary Shares, and together with the Common Shares,
the Shares). Capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Underwriting Agreements.
In consideration of the agreement by the Underwriters to offer and sell the Shares, and of
other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged,
the undersigned agrees that, during the period specified in the following paragraph (the Lock-Up
Period), the undersigned will not (1) offer,
pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock (collectively, the Undersigneds
Shares) or (2) enter into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or
such other securities, in cash or otherwise. The foregoing restriction is expressly agreed to
preclude the undersigned from engaging in any hedging or other transaction which is designed to or
which reasonably could be expected to lead to or result in a sale or disposition of the
Undersigneds Shares even if such Shares would be disposed of by someone other than the
undersigned. Such prohibited hedging or other transactions would include without limitation any
short sale or any purchase, sale or grant of any right (including without limitation any put or
call option) with respect to any of the Undersigneds Shares or with respect to any security that
includes, relates to, or derives any significant part of its value from such Shares.
Notwithstanding the foregoing, the undersigned may transfer the Undersigneds Shares (i) as a
bona fide gift or gifts or by will or intestacy, provided that each donee, transferee or
distributee thereof agrees to be bound in writing by the restrictions set forth herein, (ii) to the
Company, provided that the Company agrees to be bound in writing by the restrictions set forth
herein with respect to the Undersigneds Shares so transferred (other than any shares transferred
to the Company for purposes of tax withholding in connection with vesting of the Undersigneds
Shares), (iii) to any trust for the direct or indirect benefit of the undersigned or the immediate
family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by
the restrictions as described herein, and provided further, that any such transfer shall not
involve a disposition for value and no party, including the undersigned, shall be required to, nor
shall it voluntarily, file a report under the Securities Exchange Act of 1934, as amended or (iv)
pursuant to a written contract, instruction or plan complying with Rule 10b5-1 under the Exchange
Act and previously provided to the Representatives, provided that such plan has been entered into
prior to the date hereof and is not amended or modified during the Lock-Up Period.
For purposes of this Lock-Up Agreement, immediately family shall mean any relationship by
blood, marriage or adoption, not more remote than first cousin.
The initial Lock-Up Period will commence on the date of this Lock-Up Agreement and continue
for 60 days after the public offering date set forth on the final prospectus used to sell the
Shares pursuant to the Underwriting Agreement.
The undersigned also agrees and consents to the entry of stop transfer instructions with the
Companys transfer agent and registrar against the transfer of the Undersigneds Shares except with
respect to transfers made in compliance with the foregoing restrictions.
The undersigned understands that the Company and the Underwriters are relying upon this
Lock-Up Agreement in proceeding toward consummation of the offering. The
undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding
upon the undersigneds heirs, legal representatives, successors, and assigns.
Notwithstanding anything to the contrary in this Lock-Up Agreement, with respect to either
Underwriting Agreement, if (i) such Underwriting Agreement has not been executed and the Company
notifies you in writing that it does not intend to proceed with the public offering of the
securities to be sold thereunder, (ii) the registration statement filed with respect to the public
offering of the Common Shares or Depositary Shares, as the case may be, is withdrawn or (iii) for
any reason such Underwriting Agreement has been executed and has been terminated prior to the
purchases of the applicable securities; this Lock-Up Agreement shall be terminated with respect to
the Common Stock Underwriters or the Depositary Shares Underwriters, as the case may be, and the
undersigned shall be released from his or her obligations to such Underwriters hereunder.
Very truly yours, | ||||||
Exact Name of [Director]/[Officer] | ||||||
Authorized Signature | ||||||
Title |