` 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 1, 2005
METLIFE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-15787 13-4075851
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(Commission File Number) (IRS Employer Identification No.)
200 Park Avenue, New York, New York 10166-0188
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(Address of Principal Executive Offices) (Zip Code)
212-578-2211
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 1, 2005 (the "Closing Date"), MetLife, Inc., a Delaware
corporation (the "Company"), acquired all of the outstanding shares of capital
stock (the "Acquisition") of certain indirect subsidiaries held by Citigroup
Inc. ("Citigroup"), including The Travelers Insurance Company and certain other
domestic insurance companies of Citigroup and substantially all of Citigroup's
international insurance businesses (collectively, the "Travelers Insurers"). In
connection with the Acquisition, on the Closing Date, the Company and Citigroup
entered into an International Distribution Agreement (the "IDA") and a Domestic
Distribution Agreement (the "DDA," and collectively with the IDA, the
"Distribution Agreements"), relating to the distribution of certain life and
annuity products in Argentina, Australia, Belgium, Brazil, Guam, Hong Kong,
Ireland, Hungary, Japan, Poland and the United Kingdom (each, a "Covered
Country") and the United States. The following description of the Distribution
Agreements is not complete and is qualified in its entirety by reference to the
Distribution Agreements, which are filed hereto as Exhibits 10.1 and 10.2,
respectively, and incorporated herein by reference.
Pursuant to the Distribution Agreements, a Travelers Insurer will continue
to be the exclusive provider of a life insurance or annuity product to certain
distributors affiliated with Citigroup that distribute Travelers Insurers'
products ("Parent Distributor") in the United States or in a Covered Country if
such Travelers Insurer was the exclusive provider on the Closing Date. This
period of exclusivity will continue for five years after the Closing Date.
During the subsequent five years, each Travelers Insurer will have the right to
be a provider, on a non-exclusive basis, to each Parent Distributor of each
exclusive product distributed by such Parent Distributor on the Closing Date. In
addition, if any Travelers Insurer has a non-exclusive arrangement with a Parent
Distributor for a life insurance or annuity product in the United States or a
Covered Country on the Closing Date, the Travelers Insurer will, for ten years
after the Closing Date, have a right to continue such non-exclusive arrangement.
Further, if any Travelers Insurer provides a private label life insurance or
annuity product to a Parent Distributor on the Closing Date, such Travelers
Insurer will, for ten years after the Closing Date, have a right to continue to
be the provider of such private label product.
The Distribution Agreements provide, for a period of five years from the
Closing Date, that the Travelers Insurers will have continued access rights to
the Citigroup distribution network with respect to products distributed on an
exclusive basis. Also, for a period of three years from the Closing Date, the
Travelers Insurers will have continued access rights to the Citigroup
distribution network with respect to products distributed on a non-exclusive
basis on terms no worse than those afforded to other third-party insurance
providers with respect to such products.
In general, the Distribution Agreements only require Citigroup to
distribute the Company's products through the existing Parent Distributors;
after-acquired distributors are not subject to the Distribution Agreements.
However, if, during the first seven years after the Closing Date, Citigroup
acquires an in-house insurance company, the Company's affiliated insurance
companies (the "Purchaser Insurers") will be given the opportunity during the
remainder of such seven-year period to provide life insurance and annuity
products, on a non-exclusive basis, to certain affiliated distribution channels
of the in-house insurance company.
If, during the first seven years after the Closing Date, Citigroup
operates an open-architecture, multiple-provider distribution channel in Chile,
China, India, Indonesia, South Korea, Taiwan or Uruguay, and a Purchaser Insurer
offers a life insurance or annuity product in such country as of the Closing
Date, such Purchaser Insurer will have a right to be part of the Citigroup
distribution channel in such country for the remainder of such seven-year period
if such product is substantially the same as, and competitive with, other
products distributed by the Parent Distributor in that country.
As required by the Distribution Agreements, the Company and Citigroup
caused the Parent Distributors and Travelers Insurers, respectively, to enter
into selling agreements to effectuate the arrangements contemplated by the
Distribution Agreements. Citigroup has the right not to enter into a selling
agreement or to terminate a distribution arrangement under certain
circumstances.
In connection with the issuance and delivery of 22,436,617 shares of the
Company's common stock to Citigroup as part of the payment of the Acquisition
purchase price (the "Shares"), the Company entered into an Investor Rights
Agreement dated as of July 1, 2005 with Citigroup and Citigroup Insurance
Holding Corporation. Under the Investor Rights Agreement, at Citigroup's
request, the Company will use its best efforts to promptly file a shelf
registration statement providing for the resale of such number of Shares as
Citigroup requests on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act. Citigroup is entitled to effect two fully marketed
underwritten takedowns under the shelf registration statement. Citigroup may
also demand that the Company file registration statements with the SEC providing
for "one-off" offerings of all or a portion of the Shares. The number of demand
registrations that Citigroup will be entitled to require is two, less the number
of underwritten takedowns previously completed off of the shelf registration
statement described above. Citigroup may transfer all or a portion of its
then-remaining demand registration rights to a third party who acquires at least
20% of the total amount of the Shares, provided that such third party agrees to
be bound by the terms of the Investor Rights Agreement. Subject to customary
exceptions, Citigroup may not transfer more than 5% of the Company's outstanding
common stock to a competitor of the Company. These restrictions on transfer will
not apply to any transfer pursuant to Rule 144 under the Securities Act or
offerings made under a shelf registration statement, demand registrations or
piggyback registrations.
Citigroup may not sell any of the Shares for 12 months following the
Closing Date. This restriction will not restrict sales of shares of the
Company's common stock by Citigroup as nominee of customers in the ordinary
course of business or sales of the Shares (i) in private offerings that do not
require registration under the Securities Act at any time after six months
following the Closing Date if the transferee agrees to be bound by the terms of
the Investor Rights Agreement, or (ii) to the Company.
The foregoing description of the Investor Rights Agreement is not complete
and is qualified in its entirety by reference to the Investor Rights Agreement,
which is filed hereto as Exhibit 10.3 and incorporated herein by reference.
Citigroup and the Company also entered into a Transition Services
Agreement, dated as of July 1, 2005, pursuant to which Citigroup agreed to
provide, or cause to be provided, all services, support, facilities, and other
resources ("Services") that Citigroup or its affiliates or subcontractors
provided, or caused to be provided, to the Travelers Insurers during specified
times prior to the Closing Date. In addition, the Company agreed to provide, or
cause to be provided, all Services that the Travelers Insurers or their
subcontractors provided, or caused to be provided, to Citigroup or its
affiliates during specified times prior to the Closing Date. The respective
Services are to be provided for up to two years within the United States and up
to 30 months outside of the United States, although a recipient may discontinue
any individual Service upon 30 days written notice to the provider. For the
first 12 months of the Transition Services Agreement for Services within the
United States, and for the first 18 months for Services outside of the United
States, fees for such Services are to be comparable to the prices charged for
similar services during 2005 prior to the Closing Date; thereafter the prices
will increase by 2% each calendar quarter. The Transition Services Agreement
also provides for a variety of indemnities, as well as dispute resolution
mechanisms.
The foregoing description of the Transition Services Agreement is not
complete and is qualified in its entirety by reference to the Transition
Services Agreement, which is filed hereto as Exhibit 10.4 and incorporated
herein by reference.
ITEM 1.02. TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On July 1, 2005, the Company terminated the $7,000,000,000 senior bridge
credit facility dated May 16, 2005 with Bank of America, N.A., as administrative
agent, Goldman Sachs Credit Partners L.P., as syndication agent and Banc of
America Securities LLC and Goldman Sachs Credit Partners L.P., as joint lead
arrangers and book managers.
The agents and arrangers (and their respective subsidiaries or affiliates)
under the Bridge Facility have in the past provided, and may in the future
provide, investment banking, underwriting, lending, commercial banking, trust
and other advisory services to the Company, its subsidiaries or affiliates.
These parties have received, and may in the future receive, customary
compensation from the Company, its subsidiaries or affiliates, for such
services.
The Company terminated the Bridge Facility because it determined not to
utilize the Bridge Facility to finance a portion of the purchase price of the
Acquisition due to the successful completion of planned financings.
The terms and conditions of the Bridge Facility which were material to the
Company are set forth in the Company's Form 8-K filed with the U.S. Securities
and Exchange Commission (the "Commission") on May 20, 2005 and incorporated
herein by reference.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
On July 1, 2005, the Company consummated the Acquisition pursuant to an
Acquisition Agreement dated as of January 31, 2005 between the Company and
Citigroup.
A copy of the Acquisition Agreement, which was filed as Exhibit 2.1 to the
Company's Form 8-K filed with the Commission on February 4, 2005 (the "February
4 Form 8-K") is incorporated herein by reference. A copy of the press release
announcing the completion of the Acquisition is attached hereto as Exhibit 99.1
and incorporated herein by reference.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
Pursuant to the Acquisition Agreement described in the February 4 Form
8-K, which disclosure is incorporated herein by reference, on July 1, 2005, the
Company issued to Citigroup Insurance Holding Corporation, an affiliate of
Citigroup, 22,436,617 shares of the Company's common stock, par value $.01 per
share. The issuance of the common stock was made pursuant to an exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as
amended.
ITEM 8.01. OTHER EVENTS.
On July 1, 2005, the Company issued a press release announcing the
completion of the Acquisition. A copy of the press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
The financial statements required by Item 9.01(a) of Form 8-K
were filed as Exhibit 99.2 to each of MetLife, Inc.'s Current
Reports on Form 8-K filed on May 13, 2005 and May 27, 2005.
(b) Pro forma financial information.
The pro forma financial statements required by Item 9.01(b) of
Form 8-K will be filed by amendment no later than 71 calendar
days after the date this Current Report on Form 8-K is required
to be filed.
(c) Exhibits.
10.1 International Distribution Agreement dated as of July 1, 2005
between MetLife, Inc. and Citigroup Inc.
10.2 Domestic Distribution Agreement dated as of July 1, 2005 between
MetLife, Inc. and Citigroup Inc.
10.3 Investor Rights Agreement dated as of July 1, 2005 by and among
Citigroup Inc., MetLife, Inc. and Citigroup Insurance Holding
Corporation.
10.4 Transition Services Agreement dated as of July 1, 2005 by and
between Citigroup Inc. and MetLife, Inc.
99.1 Press release of MetLife, Inc. dated July 1, 2005 announcing the
completion of the Acquisition.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METLIFE, INC.
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and Secretary
Date: July 8, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
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10.1 International Distribution Agreement dated as of July 1, 2005
between MetLife, Inc. and Citigroup Inc.
10.2 Domestic Distribution Agreement dated as of July 1, 2005 between
MetLife, Inc. and Citigroup Inc.
10.3 Investor Rights Agreement dated as of July 1, 2005 by and
among Citigroup Inc., MetLife, Inc. and Citigroup Insurance
Holding Corporation.
10.4 Transition Services Agreement dated as of July 1, 2005 by and
between Citigroup Inc. and MetLife, Inc.
99.1 Press release of MetLife, Inc. dated July 1, 2005 announcing the
completion of the Acquisition.