UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
July 8, 2009
MetLife, Inc.
(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
(State or Other
Jurisdiction
of Incorporation)
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1-15787
(Commission
File Number)
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13-4075851
(IRS Employer
Identification No.)
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200 Park Avenue,
New York, New York
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10166-0188
(Zip Code)
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(Address of Principal
Executive Offices)
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212-578-2211
(Registrant’s Telephone
Number, Including Area Code)
N/A
(Former
Name or Former Address, if Changed Since Last
Report)
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
o Soliciting
material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On July 8, 2009, MetLife, Inc., a Delaware corporation (“MetLife”), completed a public offering of
$500,000,000 aggregate principal amount of its 10.750% Fixed-to-Floating Rate Junior Subordinated
Debentures due 2069 (the “junior subordinated debentures”). The terms of the junior subordinated
debentures are set forth in an Indenture, dated as of June 21, 2005 (attached as Exhibit 4.5 to
MetLife’s Current Report on Form 8-K dated June 22, 2005
and incorporated herein by reference), between MetLife and The Bank
of New York Mellon Trust Company, N.A. (as successor to J.P. Morgan
Trust Company, National Association), as trustee (the
“Trustee”), as
supplemented by the Eighth Supplemental Indenture, dated as of July 8, 2009 (attached hereto as
Exhibit 4.1 and incorporated herein by reference), among
MetLife, the Trustee and J.P. Morgan Securities Inc., as premium
calculation agent.
The junior subordinated debentures were issued pursuant to an underwriting agreement (the
“Underwriting Agreement”) and a pricing agreement (the “Pricing Agreement”), each dated as of June
30, 2009, among MetLife and J.P. Morgan Securities Inc. and Morgan
Stanley & Co. Incorporated, as
representatives of the several underwriters named in Schedule I to the Pricing Agreement (the
“Underwriters”). Pursuant to the Underwriting Agreement and Pricing Agreement (attached as Exhibits
1.1 and 1.2, respectively, to MetLife’s Current Report on Form 8-K dated July 2, 2009 and
incorporated herein by reference), and subject to the terms and conditions expressed therein,
MetLife agreed to sell the junior subordinated debentures to the Underwriters, and the Underwriters
agreed to purchase the junior subordinated debentures for resale to the public.
On July 8, 2009, in connection with the completion of the offering of the junior subordinated
debentures, MetLife entered into a replacement capital covenant (the “Replacement Capital
Covenant”) (attached hereto as Exhibit 4.2 and incorporated herein by reference), whereby MetLife
agreed for the benefit of holders of a series of MetLife’s long-term indebtedness designated by
MetLife in accordance with the terms of the Replacement Capital Covenant from time to time ranking
senior to the junior subordinated debentures that the junior subordinated debentures will not be
repaid, redeemed or purchased by MetLife, on or before August 1, 2059, unless such repayment,
redemption or purchase is made from the proceeds of the issuance of certain replacement capital
securities and pursuant to the other terms and conditions set forth in the Replacement Capital
Covenant.
The junior subordinated debentures were offered and sold by MetLife pursuant to its registration
statement on Form S-3 (File No. 333-147180) and a prospectus
supplement dated June 30, 2009.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth, and the exhibits identified, in Item 1.01 are incorporated herein by
reference.
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth, and the exhibits identified, in Item 1.01 are incorporated herein by
reference.
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Item 8.01 Other Events.
The information set forth, and the exhibits identified, in Item 1.01 are incorporated herein by
reference.
On July 8, 2009, Dewey & LeBoeuf LLP, special counsel to MetLife, issued an opinion and consent
(attached hereto as Exhibits 5.1 and 23.1, respectively, and incorporated herein by reference) as
to the validity of the junior subordinated debentures. Also on July 8, 2009, Debevoise & Plimpton
LLP, special tax counsel to MetLife, issued an opinion and consent (attached hereto as Exhibits 8.1
and 23.2, respectively, and incorporated herein by reference) regarding certain U.S. Federal income
tax matters.
Item 9.01 Financial Statements and Exhibits.
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(a) |
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Not applicable |
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(b) |
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Not applicable |
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(c) |
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Not applicable |
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(d) |
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Exhibits |
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4.1 |
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Eighth Supplemental Indenture dated as of July 8, 2009 to the Subordinated
Indenture between MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A.
(as successor to J.P. Morgan Trust Company, National Association), as trustee, and J.P. Morgan Securities Inc., as premium calculation agent. |
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4.2 |
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Replacement Capital Covenant dated as of July 8, 2009. |
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4.3 |
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Form of junior subordinated debenture (included in Exhibit 4.1 above). |
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5.1 |
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Opinion of Dewey & LeBoeuf LLP. |
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8.1 |
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Opinion of Debevoise & Plimpton LLP. |
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23.1 |
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Consent of Dewey & LeBoeuf LLP (included in Exhibit 5.1 above). |
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23.2 |
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Consent of Debevoise & Plimpton LLP (included in Exhibit 8.1 above). |
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