UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) February 6, 2009
MetLife, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-15787
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13-4075851 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 200 Park Avenue, New York, New York
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10166-0188 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 3.03. Material Modification To Rights Of Security Holders.
On February 6, 2009, MetLife, Inc. (the “Company”) entered into a Seventh Supplemental Indenture
(the “Seventh Supplemental Indenture”), with The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Trustee”), supplementing the Subordinated Indenture (the “Subordinated Indenture”),
dated as of June 21, 2005, between the Company and the Trustee (as successor in interest to J.P. Morgan Trust Company, National Association), and the
Second Supplemental Indenture (the “Second Supplemental Indenture” and together with the
Subordinated Indenture, the “Indenture”), dated as of June 21, 2005, between the Company and the Trustee (as successor in interest to J.P. Morgan Trust Company,
National Association).
The Seventh Supplemental Indenture modifies the terms of the Company’s 4.91% Junior Subordinated
Debt Securities, Series B, due 2040 (the “Series B Debentures”), which were issued in connection
with the issuance in June 2005 of the Company’s 6.375% Common Equity Units (the “Units”). Each
Unit initially consisted of a contract to purchase shares of the Company’s common stock in
accordance with the terms of the Units, as well as a 1/80th or 1.25% undivided beneficial ownership
interest in a Series A trust preferred security of MetLife Capital Trust II (“Trust II”) and a
1/80th or 1.25% undivided beneficial ownership interest in a Series B trust preferred security of
MetLife Capital Trust III (“Trust III”). The sole assets of Trust II and Trust III consisted of the
Company’s 4.82% Junior Subordinated Debt Securities, Series A, due 2039 and the Series B
Debentures, respectively. In August 2008, Trust II was dissolved and the underlying debt
securities distributed to the holders of Series A trust preferred securities of Trust II were
remarketed.
On February 5, 2009, as permitted by the Amended and Restated Declaration of Trust of Trust III
(the “Declaration”), the Company dissolved Trust III, and each of the Units thereafter included a
1/80th or 1.25% undivided beneficial interest in the Series B Debentures. The Company solicited and
obtained the consent of a sufficient number of holders of the Units in their capacity as beneficial
owners of the Series B trust preferred securities of Trust III to effect amendments to the
Indenture to allow for a remarketing of the Series B Debentures in two or more tranches having
different stated maturities, interest rates, denominations and interest payment rates. The Company
and the Trustee entered into the Seventh Supplemental Indenture to implement those amendments and
to cure certain ambiguities, defects or inconsistencies in the Indenture with respect to
the Series B Debentures. The Seventh Supplemental Indenture provides that remarketing procedures
set forth in the Declaration will apply to a remarketing of the Series B Debentures on behalf of
the holders of Units, except that the interest rate reset cap set forth in the Declaration will not
apply to the Series B Debentures to be remarketed on or about February 11, 2009, pursuant to the
Remarketing Agreement between the Company and Citigroup Global Markets, Inc., as Remarketing Agent,
and The Bank of New York Mellon Trust Company, N.A., not individually but solely as Purchase
Contract Agent and as attorney-in-fact of the holders of Purchase Contracts (each as defined
therein). The Seventh Supplemental Indenture also sets forth redemption provisions that will be
applicable to the Series B Debentures and shortens the length of the period following which a
default in the payment of interest will constitute an event of default, in each case, after a
successful remarketing. A copy of the Seventh Supplemental Indenture is included as Exhibit 4.1
hereto, and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
The slide
presentation attached hereto as Exhibit 99.1, and incorporated
herein by reference, will be presented at the Sterne Agee Financial
Services Symposium on February 9, 2009 and may be used by
MetLife, Inc. in various other presentations to investors. The slide
presentation is furnished and not filed pursuant to
Instruction B.2 of Form 8-K.
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 |