8-K 1 d750728d8k.htm FORM 8-K Form 8-K

 

 

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): May 23, 2019

 

 

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   1-15787   13-4075851

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

200 Park Avenue, New York, New York   10166-0188
(Address of Principal Executive Offices)   (Zip Code)

212-578-9500

(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:

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, par value $0.01    MET    New York Stock Exchange
Floating Rate Non-Cumulative Preferred Stock, Series A, par value $0.01    MET PRA    New York Stock Exchange

Depositary Shares each representing a

1/1000th interest in a share of 5.625%

Non-Cumulative Preferred Stock, Series E

   MET PRE    New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On May 23, 2019, MetLife, Inc. (the “Company”) issued ¥25,200,000,000 aggregate principal amount of its 0.495% Senior Notes due 2026 (the “2026 Senior Notes”), ¥64,900,000,000 aggregate principal amount of its 0.769% Senior Notes due 2029 (the “2029 Senior Notes”), ¥10,700,000,000 aggregate principal amount of its 0.898% Senior Notes due 2031 (the “2031 Senior Notes”), ¥26,500,000,000 aggregate principal amount of its 1.189% Senior Notes due 2034 (the “2034 Senior Notes”) and ¥24,400,000,000 aggregate principal amount of its 1.385% Senior Notes due 2039 (the “2039 Senior Notes” and, together with the 2026 Senior Notes, the 2029 Senior Notes, the 2031 Senior Notes and the 2034 Senior Notes, the “Senior Notes”). The Senior Notes were issued pursuant to the Senior Indenture, dated as of November 9, 2001 (incorporated by reference to Exhibit 4.1(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011), between the Company and The Bank of New York Mellon Trust Company, N.A., (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee (the “Trustee”), as supplemented by the Thirtieth Supplemental Indenture, dated as of May 23, 2019, with respect to the 2026 Senior Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference), the Thirty-First Supplemental Indenture, dated as of May 23, 2019, with respect to the 2029 Senior Notes (attached hereto as Exhibit 4.2 and incorporated herein by reference), the Thirty-Second Supplemental Indenture, dated as of May 23, 2019, with respect to the 2031 Senior Notes (attached hereto as Exhibit 4.3 and incorporated herein by reference), the Thirty-Third Supplemental Indenture, dated as of May 23, 2019, with respect to the 2034 Senior Notes (attached hereto as Exhibit 4.4 and incorporated herein by reference) and the Thirty-Fourth Supplemental Indenture, dated as of May 23, 2019, with respect to the 2039 Senior Notes (attached hereto as Exhibit 4.5 and incorporated herein by reference).

The Senior Notes were offered and sold pursuant to the shelf registration statement on Form S-3 (File No. 333-214708), filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 18, 2016, and a prospectus supplement related to the Senior Notes dated May 16, 2019 (filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933).

Item 8.01. Other Events.

A copy of the opinion letter of Willkie Farr & Gallagher LLP, relating to the validity of the Senior Notes, is filed as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
No.

    
4.1    Thirtieth Supplemental Indenture, dated as of May 23, 2019, between the Company and the Trustee.
4.2    Thirty-First Supplemental Indenture, dated as of May 23, 2019, between the Company and the Trustee.
4.3    Thirty-Second Supplemental Indenture, dated as of May 23, 2019, between the Company and the Trustee.
4.4    Thirty-Third Supplemental Indenture, dated as of May 23, 2019, between the Company and the Trustee.
4.5    Thirty-Fourth Supplemental Indenture, dated as of May 23, 2019, between the Company and the Trustee.
4.6    Form of 2026 Senior Notes (included as Exhibit A to Exhibit 4.1 above).
4.7    Form of 2029 Senior Notes (included as Exhibit A to Exhibit 4.2 above).
4.8    Form of 2031 Senior Notes (included as Exhibit A to Exhibit 4.3 above).
4.9    Form of 2034 Senior Notes (included as Exhibit A to Exhibit 4.4 above).
4.10    Form of 2039 Senior Notes (included as Exhibit A to Exhibit 4.5 above).
5.1    Opinion Letter of Willkie Farr & Gallagher LLP relating to the validity of the Senior Notes.
23.1    Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above).


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/ Tamara Schock

Name:   Tamara Schock
Title:   Executive Vice President and
  Chief Accounting Officer

Date: May 23, 2019