Exhibit 1.1
The Hartford Financial Services Group, Inc.
$500,000,000
6.000% Senior Notes due January 15, 2019
Underwriting Agreement
General Terms and Conditions
May 7, 2008
To the
Underwriters named in
Schedule I to the applicable Pricing Agreement.
Ladies
and Gentlemen:
From time to time The Hartford
Financial Services Group, Inc., a Delaware corporation (the “
Company ”), proposes to enter into one or more Pricing
Agreements in the form of Annex I hereto (each, a “
Pricing Agreement ”) which incorporates by reference
these Underwriting Agreement General Terms and Conditions (this
“ Underwriting Agreement ”), with such additions
and deletions as the parties thereto may determine, and, subject to
the terms and conditions stated herein and therein, to issue and
sell to the firms named in Schedule I to the applicable
Pricing Agreement (such firms constituting the “
Underwriters ” with respect to such Pricing Agreement
and the securities specified therein) certain of its debt
securities (the “ Securities ”) specified in
Schedule II to such Pricing Agreement (with respect to such
Pricing Agreement, the “ Designated Securities
”).
The terms and rights of any
particular issuance of Designated Securities shall be as specified
in the Pricing Agreement relating thereto and in or pursuant to the
indenture (the “ Indenture ”) identified in such
Pricing Agreement.
1. Particular sales of
Designated Securities may be made from time to time to the
Underwriters of such Securities, for whom the firms designated as
representatives of the Underwriters of such Securities in the
Pricing Agreement relating thereto will act as representatives (the
“ Representatives ”). The term “
Representatives ” also refers to a single firm acting
as sole representative of the Underwriters and to an Underwriter
who acts without any firm being designated as its or their
representatives. The Underwriting Agreement shall not be construed
as an obligation of the Company to sell any of the Securities or as
an obligation of
the
Underwriters to purchase any of the Securities. The obligation of
the Company to issue and sell any of the Securities and the
obligation of any of the Underwriters to purchase any of the
Securities shall be evidenced by the Pricing Agreement with respect
to the Designated Securities specified therein. Each Pricing
Agreement shall specify the aggregate principal amount of the
Designated Securities, the initial public offering price of such
Designated Securities or the manner of determining such price, the
purchase price to the Underwriters of such Designated Securities,
the names of the Underwriters of such Designated Securities, the
names of the Representatives of such Underwriters, the principal
amount of such Designated Securities to be purchased by each
Underwriter and the commission, if any, payable to the Underwriters
with respect thereto and shall set forth the date, time and manner
of delivery of such Designated Securities, and payment therefor.
The Pricing Agreement shall also specify (to the extent not set
forth in the Indenture and the registration statement and
prospectus with respect thereto) the terms of such Designated
Securities. A Pricing Agreement shall be in the form of an executed
writing (which may be in counterparts), and may be evidenced by an
exchange of telegraphic communications or any other rapid
transmission device designed to produce a written record of
communications transmitted. The obligations of the Underwriters
under any Pricing Agreement shall be several and not joint.
2. The Company represents and
warrants to, and agrees with, each of the Underwriters that:
(a) A
registration statement on Form S-3 (File No. 333-142044), as
amended, in respect of the Designated Securities has been filed
with the Securities and Exchange Commission (the “
Commission ”). For purposes of this Agreement and the
applicable Pricing Agreement, the following terms have the
specified meanings:
“ Base Prospectus
” means the base prospectus filed as part of the Registration
Statement, in the form in which it has most recently been filed
with the Commission on or prior to the date hereof, relating to the
Designated Securities;
“ Disclosure Package
” means, as of the Applicable Time (as defined in the
applicable Pricing Agreement), the Preliminary Prospectus,
including all documents incorporated therein by reference, whether
any such incorporated document is filed before or after the
Preliminary Prospectus, so long as the incorporated document is
filed before the Applicable Time, together with each Issuer Free
Writing Prospectus filed or used by the Company at or before the
Applicable Time and identified on Schedule III to the
applicable Pricing Agreement;
2
“Effective Date”
means each effective date of the Registration Statement pursuant to
Rule 430B under the Securities Act for purposes of liability
under Section 11 of the Securities Act of 1933, as amended
(the “ Act ”) of the Company or the
Underwriters;
“ Final Term Sheet
” means each term sheet prepared pursuant to Section 5(a) of
this Agreement and substantially in the form attached in
Schedule IV of the applicable Pricing Agreement;
“ Issuer Free Writing
Prospectus ” means each “free writing
prospectus” (as defined in Rule 405 of the Act) prepared
by or on behalf of the Company or used or referred to by the
Company in connection with the offering of the Designated
Securities, including each Final Term Sheet;
“ Preliminary Prospectus
” means the Base Prospectus, as supplemented by the
preliminary prospectus supplement specifically relating to the
Designated Securities, in the form in which it has most recently
been filed with the Commission pursuant to Rule 424(b) of the rules
and regulations of the Commission under the Act and provided to the
Representatives for use by the Underwriters;
“ Prospectus ”
means the Base Prospectus, as supplemented by the definitive
prospectus supplement specifically relating to the Designated
Securities, in the form in which it is filed with the Commission
pursuant to Rule 424(b) under the Act in accordance with Section
5(a) hereof, including any documents incorporated by reference
therein as of the date of such filing; and
“ Registration Statement
” means the registration statement, as amended as of the
Effective Date, including the Prospectus, all exhibits thereto
(excluding the Form T-1, except where otherwise stated), the
documents incorporated by reference therein and the information
deemed to be a part of such registration statement as of the
Effective Date pursuant to Rule 430B under the Act; if the
Company has filed an abbreviated registration statement to register
additional Securities pursuant to Rule 462(b) under the Act (the
“ Rule 462 Registration Statement ”), then
any reference herein to the term “ Registration
Statement ” shall be deemed to include such Rule 462
Registration Statement.
Any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer
to and include the documents incorporated by reference therein
pursuant to the applicable form under the Act, as of the date of
such Preliminary Prospectus or Prospectus, as the case may be;
any
3
reference to
any amendment or supplement to any Preliminary Prospectus or the
Prospectus shall be deemed to refer to and include any documents
filed after the date of such Preliminary Prospectus or Prospectus,
as the case may be, under the Securities Exchange Act of 1934, as
amended (the “ Exchange Act ”), and incorporated
by reference in such Preliminary Prospectus or Prospectus, as the
case may be; any reference to any amendment to the Registration
Statement shall be deemed to refer to and include any report of the
Company filed pursuant to Sections 13(a) or 15(d) of the Exchange
Act after the date on which the Registration Statement was
originally declared effective by the Commission that is
incorporated by reference in the Registration Statement;
(b) The
Registration Statement is an automatic shelf registration
statement, as defined under Rule 405 of the Act, that became
effective upon filing; no stop order suspending the effectiveness
of the Registration Statement is in effect, and no proceedings for
such purpose are pending before or threatened by the Commission.
The Company has not received notice that the Commission objects to
the use of the Registration Statement as an automatic shelf
registration statement;
(c) The
documents incorporated by reference in the Disclosure Package and
the Prospectus, when they were filed with the Commission, conformed
in all material respects to the requirements of the Exchange Act
and the rules and regulations of the Commission thereunder, and
none of such documents at its time of filing contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading; and any further documents so filed and
incorporated by reference in the Disclosure Package or Prospectus
when such documents are filed with the Commission will conform in
all material respects to the requirements of the Exchange Act and
the rules and regulations of the Commission thereunder and will not
contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under
which they were made, not misleading;
(d) The
Registration Statement, as of the Effective Date, conforms, the
Preliminary Prospectus, as of the date of the preliminary
prospectus supplement comprising a part of such Preliminary
Prospectus, conformed, and the Prospectus, as of the date of the
prospectus supplement comprising part of such Prospectus, and any
further amendments or supplements to the Registration Statement,
the Preliminary
4
Prospectus or
the Prospectus will conform, in all material respects to the
requirements of the Act and the Trust Indenture Act of 1939, as
amended (the “ Trust Indenture Act ”), and the
rules and regulations of the Commission thereunder; the
Registration Statement as of the Effective Date, did not contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; the Disclosure Package, as of
the Applicable Time, will not, and the Prospectus, as of the date
of the prospectus supplement comprising part of such Prospectus and
as of the Time of Delivery (as defined below), will not contain an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading; provided , however ,
that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity
with information furnished in writing to the Company by an
Underwriter of Designated Securities through the Representatives
expressly for use in the Disclosure Package or the Prospectus, as
applicable;
(e) The
Company is a well-known seasoned issuer (as defined in
Rule 405 under the Act) and is not an “ineligible
issuer” pursuant to Rule 405 under the Act;
(f)
Except as described in or contemplated by the Registration
Statement, the Disclosure Package and the Prospectus, there has not
been any material adverse change in, or any adverse development
which materially affects, the business, properties, financial
condition or results of operations of the Company and its
subsidiaries taken as a whole from the dates as of which
information is given in the Registration Statement, the Disclosure
Package and the Prospectus; and, since the respective dates as of
which information is given in the Registration Statement, the
Disclosure Package and the Prospectus, there has not been any
change in the consolidated capital stock (other than issuances of
capital stock upon the exercise of options and stock appreciation
rights, upon earn outs of performance shares, upon conversions of
convertible securities and upon exercises of stock purchase
contracts, in each case which were outstanding on the date of the
latest balance sheet included or incorporated by reference in the
Disclosure Package and the Prospectus) or any material increase in
the consolidated long-term debt of the Company and its subsidiaries
or any material adverse change, or any development involving a
prospective material adverse change, in or affecting the business
affairs, management, financial position, and stockholders’
equity or results of operations of the Company and its subsidiaries
taken as a whole, otherwise
5
than as set
forth or contemplated in the Disclosure Package and the
Prospectus;
(g) The
Company and each subsidiary of the Company which meets the
definition of a significant subsidiary as defined in
Regulation S-X (collectively referred to herein as the “
Significant Subsidiaries ” and individually as a
“ Significant Subsidiary ”) has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the jurisdiction of its incorporation,
with full corporate power and authority to own its properties and
conduct its business; to the Company’s knowledge, all of the
issued shares of capital stock of each Significant Subsidiary are
owned, directly or indirectly through wholly-owned subsidiaries, by
the Company free and clear of all material liens, encumbrances,
equities or claims;
(h) The
Company’s authorized share capital is as set forth in the
Disclosure Package and the Prospectus, and all of the issued shares
of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and non-assessable;
(i) The
Designated Securities have been duly and validly authorized, and,
when the Designated Securities are issued and delivered pursuant to
the Pricing Agreement with respect to such Designated Securities
against payment therefor, such Designated Securities will have been
duly executed, authenticated, issued and delivered and will
constitute valid and legally binding obligations of the Company
entitled to the benefits provided by the Indenture, which is filed
as an exhibit to the Registration Statement; the Indenture has been
duly authorized and duly qualified under the Trust Indenture Act
and, at the Time of Delivery for such Designated Securities (as
defined in Section 4 hereof), the Indenture will constitute a
valid and legally binding instrument, enforceable in accordance
with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization, moratorium and other laws of general
applicability relating to or affecting creditors’ rights and
to general equity principles; and the Indenture conforms, and the
Designated Securities will conform, to the descriptions thereof
contained in the Disclosure Package and the Prospectus;
(j) The
issue and sale of the Designated Securities and the compliance by
the Company with all the provisions of the Securities, the
Indenture, and any Pricing Agreement with respect to the Designated
Securities and the consummation of the transactions therein
contemplated have not conflicted with or resulted in a breach or
violation of any of the terms or provisions of, or constituted a
default under, and will not conflict
6
with or result
in a breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of trust,
loan agreement or other agreement or instrument to which the
Company is a party or by which the Company is bound or to which any
of the property or assets of the Company is subject, except for
such breaches, conflicts, violations or defaults which would not
have, individually or in the aggregate with such other breaches,
conflicts, violations and defaults, a material adverse effect on
the financial position, stockholders’ equity or results of
operations of the Company and its subsidiaries, considered as a
whole, and which will not affect the validity, performance or
consummation of the transactions contemplated by the Indenture or
the Pricing Agreement with respect to the Designated Securities,
and have not resulted and will not result in any violation of the
provisions of the Certificate of Incorporation or By-laws of the
Company or any statute, rule or regulation, or any order or decree
of any court or regulatory authority or other governmental agency
or body having jurisdiction over the Company or any of its
properties; and no consent, approval, authorization, license,
order, registration or qualification of or with any such court,
regulatory authority or other governmental agency or body is
required for the issue and sale of the Designated Securities or the
consummation by the Company of the transactions contemplated by the
Pricing Agreement or the Indenture with respect to the Designated
Securities, except those which have been, or will have been prior
to the Time of Delivery, obtained under the Act and the Exchange
Act and such consents, approvals, authorizations, registrations or
qualifications as may be required under state or foreign securities
or state insurance securities laws in connection with the purchase
and distribution of the Designated Securities by the Underwriters,
and except for such consents, approvals, authorizations, licenses,
orders, registrations or qualifications which the failure to make,
obtain or comply with would not have, individually or in the
aggregate with such other failures, a material adverse effect on
the financial position, stockholders’ equity or results of
operations of the Company and its subsidiaries, considered as a
whole, and which will not affect the validity, performance or
consummation of the transactions contemplated by the Indenture or
the Pricing Agreement with respect to the Designated
Securities;
(k)
Except as described in the Disclosure Package and the Prospectus,
there is no action, suit or proceeding pending, nor to the
knowledge of the Company, is there any action, suit or proceeding
threatened, which might reasonably be expected to result in a
material adverse change in the financial condition, results of
operations or business
7
of the Company
and its subsidiaries considered as a whole or which is required to
be disclosed in the Registration Statement;
(l)
This Underwriting Agreement and the Pricing Agreement with respect
to the Designated Securities have been duly authorized, executed
and delivered by the Company;
(m) The
financial statements included in the Disclosure Package, the
Registration Statement and the Prospectus present fairly the
financial position of the Company and its consolidated subsidiaries
as of the dates shown and their results of operations and cash
flows for the periods shown, and, except as otherwise disclosed in
the Disclosure Package and the Prospectus as amended or
supplemented, such financial statements have been prepared in
conformity with generally accepted accounting principles in the
United States applied on a consistent basis; any schedules included
in the Registration Statement present fairly the information
required to be stated therein;
(n)
There are no contracts or other documents of a character required
to be filed as an exhibit to the Registration Statement or required
to be described in the Registration Statement, the Disclosure
Package or the Prospectus which are not filed or described as
required;
(o) The
Company and its consolidated subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable
assurances that (1) transactions are executed in accordance
with management’s general or specific authorization; (2)
transactions are recorded as necessary to permit preparation of
financial statements in conformity with accounting principles
generally accepted in the United States (“ GAAP
”) and to maintain accountability for assets; (3) access
to assets is permitted only in accordance with management’s
general or specific authorization; and (4) the recorded
accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect
to any differences. Except as described in the Disclosure Package
and the Prospectus, since the end of the Company’s most
recent audited fiscal year, there has been (i) no material
weakness identified by management, or by the Company’s
auditors and communicated to management, in the Company’s
internal control over financial reporting (whether or not
remediated) and (ii) no change in the Company’s internal
control over financial reporting that has materially affected, or
is reasonably likely to materially affect, the Company’s
internal control over financial reporting; and
8
(p) The
Company and its consolidated subsidiaries employ disclosure
controls and other procedures that are designed to ensure that
information required to be disclosed by the Company in the reports
that it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified in the Commission’s rules and forms, and is
accumulated and communicated to the Company’s management,
including its principal executive and principal financial officer
or officers, as appropriate, to allow timely decisions regarding
disclosure.
(q) The
Company is not, and after giving affect to the issue and sale of
the Designated Securities will not be, required to register as an
“investment company” as such term is defined under the
Investment Company Act of 1940.
3. Upon the execution of the
Pricing Agreement applicable to the Designated Securities and
authorization by the Representatives of the release of the
Designated Securities, the several Underwriters propose to offer
the Designated Securities for sale upon the terms and conditions
set forth in the Disclosure Package and the Prospectus as amended
or supplemented.
4. Designated Securities to be
purchased by each Underwriter pursuant to the Pricing Agreement
relating thereto, in such authorized denominations and registered
in such names as the Representatives may request upon at least
forty-eight hours’ prior notice to the Company, shall be
delivered by or on behalf of the Company to the Representatives for
the account of each such Underwriter, against payment by such
Underwriter or on its behalf of the purchase price therefor by wire
transfer of Federal (same-day) funds to the account specified by
the Company to the Representatives at least forty-eight hours in
advance as specified in such Pricing Agreement, with respect to the
Designated Securities, all in the manner and at the place, time and
date specified in such Pricing Agreement or at such other place,
time and date as the Representatives and the Company may agree upon
in writing, such time and date being herein called the “
Time of Delivery ”.
5. The Company agrees with each
of the Underwriters of the Designated Securities:
(a) To
prepare each Final Term Sheet, substantially in the form of
Schedule IV to the applicable Pricing Agreement and approved
by the Representatives, and file each Final Term Sheet pursuant to
Rule 433(d) of the Act within the time period prescribed by such
Rule; to prepare the Prospectus as amended or supplemented in
relation to the applicable Designated Securities in a form approved
by the Representatives and to
9
file such
Prospectus and the Preliminary Prospectus pursuant to Rule 424(b)
under the Act within the time period prescribed by such Rule; to
make no further amendment or any supplement to the Registration
Statement or Prospectus as amended or supplemented after the date
of the Pricing Agreement relating to such Designated Securities and
prior to the Time of Delivery for such Designated Securities which
shall be disapproved by the Representatives for such Designated
Securities promptly after reasonable notice thereof; to advise the
Representatives promptly of any such amendment or supplement after
such Time of Delivery and furnish the Representatives with copies
thereof; to file promptly all reports and any definitive proxy or
information statements required to be filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act for so long as the delivery of a prospectus is
required in connection with the offering or sale of such Designated
Securities, and during such same period to advise the
Representatives, promptly after it receives notice thereof, of the
time when any amendment to the Registration Statement has been
filed or becomes effective or any supplement to the Preliminary
Prospectus or the Prospectus or any amended Prospectus has been
filed with the Commission, of the issuance by the Commission of any
stop order or of any order preventing or suspending the use of any
prospectus relating to the Designated Securities or any Issuer Free
Writing Prospectus, of the suspension of the qualification of such
Designated Securities for offering or sale in any jurisdiction, of
the initiation or threatening of any proceeding for any such
purpose, or of any request by the Commission for the amending or
supplementing of the Registration Statement, any Preliminary
Prospectus, any Issuer Free Writing Prospectus or the Prospectus or
for additional information; and, in the event of the issuance of
any such stop order or of any such order preventing or suspending
the use of any prospectus relating to the Designated Securities or
suspending any such qualification, to promptly use its best efforts
to obtain the withdrawal of such order;
(b)
Promptly from time to time to take such action as the
Representatives may reasonably request to qualify such Designated
Securities for offering and sale under the insurance and securities
laws of such jurisdictions as the Representatives may request and
to comply with such laws so as to permit the continuance of sales
and dealings therein in such jurisdictions for as long as may be
necessary to complete the distribution of such Designated
Securities, provided that in connection therewith the Company shall
not be required to qualify as a foreign corporation or to file a
general consent to service of process in any jurisdiction; and
provided further that the Company shall not be required
10
to qualify the
Designated Securities in any jurisdiction if such qualification
would result in any obligation on the part of the Company to make
filings with any governmental entity in such jurisdiction after the
completion of the offering;
(c)
Prior to 12:00 p.m. or such reasonable time thereafter, New
York City time, on the business day next succeeding the date of the
Pricing Agreement applicable to the Designated Securities and from
time to time, to furnish the Underwriters such number of conformed
copies of the Registration Statement, as originally filed and each
amendment thereto (excluding exhibits other than this Agreement),
the Preliminary Prospectus, any Final Term Sheet and any other
Issuer Free Writing Prospectus, the Prospectus and all amendments
and supplements to any of such documents (including any document
filed under the Exchange Act and deemed to be incorporated by
reference in the Registration Statement, any Preliminary Prospectus
or the Prospectus), in each case as soon as available and in such
quantities as the Representatives may from time to time reasonably
request;
(d)
During the period in which the Prospectus relating to the
Securities (or in lieu thereof, the notice referred to in Rule
173(a) of the Act) is required to be delivered under the Act, the
Company will comply with all requirements imposed upon it by the
Act, as from time to time in force, so far as is necessary to
permit the continuance of sales of or dealings in the Securities as
contemplated by the provisions of this Agreement and by the
Disclosure Package and the Prospectus. If during such period any
event occurs as a result of which the Disclosure Package or the
Prospectus as then amended or supplemented would include an untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading, or if
during such period it is necessary to amend the Registration
Statement or amend or supplement the Disclosure Package or the
Prospectus or file any document to comply with the Act, the Company
will promptly notify the Representatives and will, subject to
Section 5(a) hereof, amend the Registration Statement, amend or
supplement the Disclosure Package or the Prospectus, as the case
may be, or file any document (in each case, at the expense of the
Company) so as to correct such statement or omission or to effect
such compliance, and will furnish without charge to each
Underwriter as many written and electronic copies of any such
amendment or supplement as the Representatives may from time to
time reasonably request;
11
(e) To
make generally available to its securityholders as soon as
practicable, but in any event not later than eighteen months after
the effective date of the Registration Statement (as defined in
Rule 158(c) under the Act), an earnings statement of the Company
and its subsidiaries (which need not be audited) complying with
Section 11(a) of the Act and the rules and regulations of the
Commission thereunder (including, at the option of the Company,
Rule 158);
&n
|
