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8-K - FORM 8-K - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397e8vk.htm
EX-1.2 - EX-1.2 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv1w2.htm
EX-1.4 - EX-1.4 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv1w4.htm
EX-1.5 - EX-1.5 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv1w5.htm
EX-1.1 - EX-1.1 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv1w1.htm
EX-1.3 - EX-1.3 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv1w3.htm
EX-4.2 - EX-4.2 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv4w2.htm
EX-5.1 - EX-5.1 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv5w1.htm
EX-4.6 - EX-4.6 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv4w6.htm
EX-3.1 - EX-3.1 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv3w1.htm
EX-4.4 - EX-4.4 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv4w4.htm
EX-4.3 - EX-4.3 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv4w3.htm
EX-5.2 - EX-5.2 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv5w2.htm
EX-99.1 - EX-99.1 - HARTFORD FINANCIAL SERVICES GROUP, INC.y83397exv99w1.htm
Exhibit 1.6
ANNEX I
Pricing Agreement
To the Underwriters named
in Schedule I hereto
March 18, 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 18, 2010, attached hereto, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). 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 principal amount of Designated 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 five counterparts hereof, and upon acceptance hereof by you, on

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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.

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  Very truly yours,

THE HARTFORD FINANCIAL
SERVICES GROUP, INC.
 
 
  By:   /s/ LIAM MCGEE   
    Name:   Liam E. McGee   
    Title:   Chairman, President and
Chief Executive Officer  
 

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Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
J.P. MORGAN SECURITIES INC.

As Representatives of the Underwriters listed in
Schedule I hereto


GOLDMAN, SACHS & CO.
 
   
By:   /s/ GOLDMAN, SACHS & CO.     
  (Goldman, Sachs & Co.)     
       
 
J.P. MORGAN SECURITIES INC.
 
   
By:   /s/ ROBERT BOTTAMEDI     
  Name:   Robert Bottamedi     
  Title:   Vice President     
 

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SCHEDULE I
                         
    Principal     Principal     Principal  
    Amount of     Amount of     Amount of  
    Notes due     Notes due     Notes due  
    2015 to be     2020 to be     2040 to be  
Underwriters   purchased     purchased     purchased  
Goldman, Sachs & Co.
    48,000,000       80,000,000       48,000,000  
J.P. Morgan Securities Inc.
    48,000,000       80,000,000       48,000,000  
Citigroup Global Markets Inc.
    48,000,000       80,000,000       48,000,000  
Credit Suisse Securities (USA) LLC
    48,000,000       80,000,000       48,000,000  
Wells Fargo Securities, LLC
    48,000,000       80,000,000       48,000,000  
Banc of America Securities LLC
    12,000,000       20,000,000       12,000,000  
Morgan Stanley & Co. Incorporated
    12,000,000       20,000,000       12,000,000  
UBS Securities LLC
    12,000,000       20,000,000       12,000,000  
Deutsche Bank Securities Inc.
    12,000,000       20,000,000       12,000,000  
Daiwa Securities America Inc.
    12,000,000       0       12,000,000  
Mitsubishi UFJ Securities, Inc.
    0       20,000,000       0  
Total
  $ 300,000,000     $ 500,000,000     $ 300,000,000  
 
                 

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SCHEDULE II
Title of Designated Securities:
4.00% Senior Notes due March 30, 2015 (the “2015 Notes”)
5.50% Senior Notes due March 30, 2020 (the “2020 Notes”)
6.625% Senior Notes due March 30, 2040 (the “2040 Notes”).
Aggregate Principal Amount:
$300,000,000 of 4.00% 2015 Notes
$500,000,000 of 5.50% 2020 Notes
$300,000,000 of 6.625% 2040 Notes
Initial Offering Price by Underwriter:
     99.932% of the principal amount of the 2015 Notes, plus accrued interest, if any, from March 23, 2010
     99.755% of the principal amount of the 2020 Notes, plus accrued interest, if any, from March 23, 2010
     99.739% of the principal amount of the 2040 Notes, plus accrued interest, if any, from March 23, 2010
Purchase Price by Underwriter:
     99.332%% of the principal amount of the 2015 Notes, plus accrued interest, if any, from March 23, 2010
     99.105%% of the principal amount of the 2020 Notes, plus accrued interest, if any, from March 23, 2010
     98.864% of the principal amount of the 2040 Notes, plus accrued interest, if any, from March 23, 2010
Form of Designated Securities:
     Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.
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.

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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.
Indenture:
     Senior Indenture, dated April 11, 2007, between the Company and The Bank of New York Trust Company, N.A. (or any of its successors), as trustee (the “Trustee”).
Maturity:
March 30, 2015 for the 2015 Notes
March 30, 2020 for the 2020 Notes
March 30, 2040 for the 2040 Notes
Interest Rate:
4.00% for the 2015 Notes
5.50% for the 2020 Notes
6.625% for the 2040 Notes
Interest Payment Dates:
Semi-annually in arrears on March 30 and September 30, beginning September 30, 2010 for the 2015 Notes
Semi-annually in arrears on March 30 and September 30, beginning September 30, 2010 for the 2020 Notes
Semi-annually in arrears on March 30 and September 30, beginning September 30, 2010 for the 2040 Notes.
Redemption Provisions:
     The Designated Securities may be redeemed in whole or in part at any time and from time to time at a price to be determined as set forth in the Prospectus under the caption “Description of the Notes—Optional Redemption”.
Defeasance
     As set forth in the Prospectus under the caption “Description of the Debt Securities—Defeasance”.
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.

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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

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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 second paragraph of the text following the table of Underwriters under the caption “Underwriting” in the Prospectus; and
 
  (c)   The eighth paragraph of the text following the table of Underwriters under the caption “Underwriting” in the Prospectus.

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SCHEDULE III
  Press release dated March 16, 2010 as filed pursuant to Rule 433 under the Act on March 16, 2010.
 
  Certain presentation materials as filed pursuant to Rule 433 under the Act on March 16, 2010.
 
  Final Term Sheet, dated March 18, 2010, relating to the 2015 Notes, as filed pursuant to Rule 433 under the Act and attached as Schedule IV hereto.
 
  Final Term Sheet, dated March 18, 2010, relating to the 2020 Notes, as filed pursuant to Rule 433 under the Act and attached as Schedule IV hereto.
 
  Final Term Sheet, dated March 18, 2010, relating to the 2040 Notes, as filed pursuant to Rule 433 under the Act and attached as Schedule IV hereto.

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SCHEDULE IV
(THEHARTFORD LOGO)
The Hartford Financial Services Group, Inc.
$300,000,000
4.00% Senior Notes due March 30, 2015
FINAL TERM SHEET Dated March 18, 2010
     
Issuer:
  The Hartford Financial Services Group, Inc.
 
   
Security:
  SEC Registered Senior Unsecured Notes
 
   
Specified Currency:
  U.S. Dollars
 
   
Expected Ratings*:
  Baa3 (Stable) / BBB (Negative) / BBB- (Negative)
 
   
Size:
  $300,000,000
 
   
Trade Date:
  March 18, 2010
 
   
Settlement Date (T+3):
  March 23, 2010
 
   
Final Maturity:
  March 30, 2015
 
   
Coupon:
  4.00%
 
   
Benchmark Treasury:
  2.375% US Treasury due 02/2015
 
   
Benchmark Treasury Price:
  99-26
 
   
Benchmark Treasury Yield:
  2.415%
 
   
Spread to Treasury:
  +160 basis points
 
   
Re-offer Yield:
  4.015%
 
   
Price to Public:
  99.932% of principal amount
 
   
Interest Payment Dates:
  Semi-annually in arrears on March 30 and September 30, commencing September 30, 2010
 
   
Day Count Convention:
  30/360
 
   
Optional Redemption:
  At any time in full or in part on one or more occasions, make-whole call at a discount rate of Treasury plus 25 basis points or, if greater, 100% of the principal amount of notes to be redeemed, in each case plus accrued and unpaid interest to the date of redemption
 
   
Proceeds (after underwriting discount and before expenses) to issuer:
  $297,996,000 (99.332% of principal amount)
 
   
Authorized Denominations:
  $2,000 and integral multiples of $1,000 in excess thereof
 
   
CUSIP/ISIN:
  416515 AY0 / US416515AY06
 
   
Book-Running Managers:
  Goldman, Sachs & Co.
 
  J.P. Morgan Securities Inc.
 
  Citigroup Global Markets Inc.
 
  Credit Suisse Securities (USA) LLC
 
  Wells Fargo Securities, LLC

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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co., toll-free at 866-471-2526, or by calling J.P. Morgan Securities Inc. at 212-834-4533
 
*   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 Moody’s, S&P and Fitch. Each of the security ratings above should be evaluated independently of any other security rating
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 E-MAIL SYSTEM.

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(THEHARTFORD LOGO)
The Hartford Financial Services Group, Inc.
$500,000,000
5.50% Senior Notes due March 30, 2020
FINAL TERM SHEET Dated March 18, 2010
     
Issuer:
  The Hartford Financial Services Group, Inc.
 
   
Security:
  SEC Registered Senior Unsecured Notes
 
   
Specified Currency:
  U.S. Dollars
 
   
Expected Ratings*:
  Baa3 (Stable) / BBB (Negative) / BBB- (Negative)
 
   
Size:
  $500,000,000
 
   
Trade Date:
  March 18, 2010
 
   
Settlement Date (T+3):
  March 23, 2010
 
   
Final Maturity:
  March 30, 2020
 
   
Coupon:
  5.50%
 
   
Benchmark Treasury:
  3.625% US Treasury due 02/2020
 
   
Benchmark Treasury Price:
  99-17
 
   
Benchmark Treasury Yield:
  3.682%
 
   
Spread to Treasury:
  +185 basis points
 
   
Re-offer Yield:
  5.532%
 
   
Price to Public:
  99.755% of principal amount
 
   
Interest Payment Dates:
  Semi-annually in arrears on March 30 and September 30, commencing September 30, 2010
 
   
Day Count Convention:
  30/360
 
   
Optional Redemption:
  At any time in full or in part on one or more occasions, make-whole call at a discount rate of Treasury plus 25 basis points or, if greater, 100% of the principal amount of notes to be redeemed, in each case plus accrued and unpaid interest to the date of redemption
 
   
Proceeds (after underwriting discount and before expenses) to issuer:
  $495,525,000 (99.105% of principal amount)
 
   
Authorized Denominations:
  $2,000 and integral multiples of $1,000 in excess thereof
 
   
CUSIP/ISIN:
  416515 AZ7 / US416515AZ70
 
   
Book-Running Managers:
  Goldman, Sachs & Co.
 
  J.P. Morgan Securities Inc.
 
  Citigroup Global Markets Inc.
 
  Credit Suisse Securities (USA) LLC
 
  Wells Fargo Securities, LLC

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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co., toll-free at 866-471-2526, or by calling J.P. Morgan Securities Inc. at 212-834-4533
 
*   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 Moody’s S&P, and Fitch. Each of the security ratings above should be evaluated independently of any other security rating
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 E-MAIL SYSTEM.

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(THEHARTFORD LOGO)
The Hartford Financial Services Group, Inc.
$300,000,000
6.625% Senior Notes due March 30, 2040
FINAL TERM SHEET Dated March 18, 2010
     
Issuer:
  The Hartford Financial Services Group, Inc.
 
   
Security:
  SEC Registered Senior Unsecured Notes
 
   
Specified Currency:
  U.S. Dollars
 
   
Expected Ratings*:
  Baa3 (Stable) / BBB (Negative) / BBB- (Negative)
 
   
Size:
  $300,000,000
 
   
Trade Date:
  March 18, 2010
 
   
Settlement Date (T+3):
  March 23, 2010
 
   
Final Maturity:
  March 30, 2040
 
   
Coupon:
  6.625%
 
   
Benchmark Treasury:
  4.375% US Treasury due 11/2039
 
   
Benchmark Treasury Price:
  96-14+
 
   
Benchmark Treasury Yield:
  4.595%
 
   
Spread to Treasury:
  +205 basis points
 
   
Re-offer Yield:
  6.645%
 
   
Price to Public:
  99.739% of principal amount
 
   
Interest Payment Dates:
  Semi-annually in arrears on March 30 and September 30, commencing September 30, 2010
 
   
Day Count Convention:
  30/360
 
   
Optional Redemption:
  At any time in full or in part on one or more occasions, make-whole call at a discount rate of Treasury plus 30 basis points or, if greater, 100% of the principal amount of notes to be redeemed, in each case plus accrued and unpaid interest to the date of redemption
 
   
Proceeds (after underwriting discount and before expenses) to issuer:
  $296,592,000 (98.864% of principal amount)
 
   
Authorized Denominations:
  $2,000 and integral multiples of $1,000 in excess thereof
 
   
CUSIP/ISIN:
  416515 BA1 / US416515BA11
 
   
Book-Running Managers:
  Goldman, Sachs & Co.
 
  J.P. Morgan Securities Inc.
 
  Citigroup Global Markets Inc.
 
  Credit Suisse Securities (USA) LLC
 
  Wells Fargo Securities, LLC

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The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Goldman, Sachs & Co., toll-free at 866-471-2526, or by calling J.P. Morgan Securities Inc. at 212-834-4533
 
*   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 Moody’s S&P and Fitch. Each of the security ratings above should be evaluated independently of any other security rating
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 E-MAIL SYSTEM.

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