Attached files
| file | filename |
|---|---|
| EX-1.3 - EX-1.3 - METLIFE INC | y90069exv1w3.htm |
| EX-1.4 - EX-1.4 - METLIFE INC | y90069exv1w4.htm |
| EX-1.1 - EX-1.1 - METLIFE INC | y90069exv1w1.htm |
| EX-1.2 - EX-1.2 - METLIFE INC | y90069exv1w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of report (Date of earliest event reported): March 2, 2011
METLIFE, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 1-15787 | 13-4075851 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 200 Park Avenue, New York, New York | 10166-0188 | |
| (Address of Principal Executive Offices) | (Zip Code) |
212-578-2211
(Registrant’s Telephone Number, Including Area Code)
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
(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)) |
TABLE OF CONTENTS
| Item 8.01. Other Events | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-1.1 | ||||||||
| EX-1.2 | ||||||||
| EX-1.3 | ||||||||
| EX-1.4 | ||||||||
Table of Contents
Item 8.01. Other Events.
Common Stock Offering
On March 2, 2011, MetLife, Inc., a Delaware corporation (“MetLife”), entered into (i) an
underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) (the
“Common Stock Underwriting Agreement”), and (ii) a pricing agreement (attached hereto as Exhibit
1.2 and incorporated herein by reference) (the “Common Stock Pricing Agreement”) relating to the
sale of 146,809,712 shares of MetLife’s common stock, par value $0.01 per share (the “Common
Stock”), each among MetLife, American International Group, Inc. (“AIG”), ALICO Holdings LLC (the
“Selling Securityholder”), and Goldman, Sachs & Co., Citigroup Global Markets Inc. and Credit
Suisse Securities (USA) LLC, as representatives of the several underwriters named in Schedule I to
the Pricing Agreement (the “Common Stock Underwriters”), at an initial public offering price of
$43.25 per share.
The Common Stock is being offered and sold pursuant to the shelf registration statement on
Form S-3 (File No. 333-170876) (the “Registration Statement”), filed with the U.S. Securities and
Exchange Commission (the “Commission”) on November 30, 2010, and a prospectus supplement related to
the Common Stock dated March 3, 2011 (filed with the Commission pursuant to Rule 424(b)(5) under
the Securities Act of 1933, as amended (the “Securities Act”)).
Equity Units Offering
On March 2, 2011, MetLife entered into (i) an underwriting agreement (attached hereto as
Exhibit 1.3 and incorporated herein by reference) (the “Common Equity Units Underwriting
Agreement”), and (ii) a pricing agreement (attached hereto as Exhibit 1.4 and incorporated herein
by reference) (the “Common Equity Units Pricing Agreement”) relating to the sale of 40,000,000 of
MetLife’s common equity units, each with an initial stated amount of $75.00 (the “Common Equity
Units”), each among MetLife, AIG, the Selling Securityholder, and Goldman, Sachs & Co. and
Citigroup Global Markets Inc., as representatives of the several underwriters named in Schedule I
to the Pricing Agreement (the “Common Equity Units Underwriters”), at an initial public offering
price of $82.88 per unit.
The Common Equity Units are being offered and sold pursuant to the Registration Statement and
a prospectus supplement related to the Common Equity Units dated March 3, 2011 (filed with the
Commission pursuant to Rule 424(b)(7) under the Securities Act).
Accounting
Treatment of Repurchase
In connection with the repurchase of MetLife’s Series B Contingent Convertible Junior Participating Non-Cumulative
Perpetual Preferred Stock (the “Series B Preferred Stock”), in the first quarter of 2011 MetLife
will recognize a reduction in net income available to common shareholders of approximately $145 million
(approximately $0.14 per common share), representing a return to the Selling Securityholder calculated as the excess of the repurchase price over the carrying value of the Series B Preferred Stock. This return to
the Selling Securityholder will have no effect on MetLife’s operating earnings, operating earnings available
to common shareholders, operating earnings per common share or operating earnings available to common
shareholders per common share.
Table of Contents
Item 9.01. Financial Statements and Exhibits.
| (a) | Not applicable. | |
| (b) | Not applicable. | |
| (c) | Not applicable | |
| (d) | Exhibits |
| 1.1 | Common Stock Underwriting Agreement dated March 2, 2011 among MetLife, AIG, the Selling Securityholder and the representatives of the Common Stock Underwriters | ||
| 1.2 | Common Stock Pricing Agreement dated March 2, 2011 among MetLife, AIG, the Selling Securityholder and the representatives of the Common Stock Underwriters |
| 1.3 | Common Equity Units Underwriting Agreement dated March 2, 2011 among MetLife, AIG, the Selling Securityholder and the representatives of the Common Equity Units Underwriters | ||
| 1.4 | Common Equity Units Pricing Agreement dated March 2, 2011 among MetLife, AIG, the Selling Securityholder and the representatives of the Common Equity Units Underwriters |
Table of Contents
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/ Christine M. DeBiase | |||
| Name: | Christine M. DeBiase | |||
| Title: | Vice President and Secretary | |||
Date:
March 3, 2011
Table of Contents
EXHIBIT INDEX
| EXHIBIT NUMBER |
EXHIBIT | |
1.1
|
Common Stock Underwriting Agreement dated March 2, 2011 among MetLife, AIG, the Selling Securityholder and the representatives of the Common Stock Underwriters | |
1.2
|
Common Stock Pricing Agreement dated March 2, 2011 among MetLife, AIG, the Selling Securityholder and the representatives of the Common Stock Underwriters |
| 1.3 | Common Equity Units Underwriting Agreement dated March 2, 2011 among MetLife, AIG, the Selling Securityholder and the representatives of the Common Equity Units Underwriters | |
| 1.4 | Common Equity Units Pricing Agreement dated March 2, 2011 among MetLife, AIG, the Selling Securityholder and the representatives of the Common Equity Units Underwriters |