UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 13, 2025, MetLife, Inc. (the “Company”) issued $1,000,000,000 aggregate principal amount of its 6.350% Fixed-to-Fixed Reset Rate Subordinated Debentures due 2055 (the “Debentures”). The Debentures were issued pursuant to the Indenture, dated as of June 21, 2005 (incorporated by reference to Exhibit 4.41(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010), 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 trustee (the “Trustee”), as supplemented by the Thirteenth Supplemental Indenture, dated as of March 13, 2025, with respect to the Debentures (attached hereto as Exhibit 4.2 and incorporated herein by reference).
The Debentures were offered and sold pursuant to the shelf registration statement on Form S-3 (File No. 333-268442), filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 17, 2022, and a prospectus supplement related to the Debentures dated March 11, 2025 (filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933).
| Item 8.01. | Other Events |
Debentures Issuance
On March 11, 2025, the Company entered into (i) an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) and (ii) a pricing agreement (attached hereto as Exhibit 1.2 and incorporated herein by reference) (the “Pricing Agreement”) relating to the sale of the Debentures, each among the Company and BNP Paribas Securities Corp., BofA Securities, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, and TD Securities (USA) LLC, as representatives of the several underwriters named in Schedule I to the Pricing Agreement.
Copies of the opinion letters of Willkie Farr & Gallagher LLP, relating to (i) the validity of the Debentures and (ii) certain U.S. Federal income tax matters in connection with the Debentures, are attached as Exhibits 5.1 and 8.1 hereto, respectively.
Change to Covered Debt under the Replacement Capital Covenants
The Company (i) previously issued the 10.750% Fixed-to-Floating Rate Junior Subordinated Debentures due 2069 (the “2069 JSDs”) and the 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 (the “2068 JSDs”), (ii) has obligations under the Financing Agreement relating to the 7.875% Fixed-to-Floating-Rate Exchangeable Surplus Trust Securities of MetLife Capital Trust IV (the “2067 X-SURPs”) exchangeable into the 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 of the Company (the “2067 JSDs”) and (iii) entered into the Replacement Capital Covenant, dated July 8, 2009, in connection with the 2069 JSDs, the Replacement Capital Covenant, dated April 8, 2008, in connection with the 2068 JSDs, and the Replacement Capital Covenant, dated December 12, 2007, in connection with the 2067 X-SURPs and the 2067 JSDs (each, a “Replacement Capital Covenant,” and together, the “Replacement Capital Covenants”). The Replacement Capital Covenants run in favor of and are for the benefit of the holders (or beneficial owners holding through a participant in a clearing agency) of the “covered debt.”
Pursuant to the terms of the Replacement Capital Covenants and subject to compliance therewith, the Debentures, as of their issuance on March 13, 2025, are “covered debt” under each Replacement Capital Covenant and the “initial covered debt,” which consisted of the Company’s 5.70% Senior Notes due 2035 (CUSIP: 59156RAM0), is no longer “covered debt” under the Replacement Capital Covenants.
The Replacement Capital Covenants, in the forms they were executed, are filed hereto as Exhibits 4.4, 4.5 and 4.6, and are incorporated by reference herein. The Replacement Capital Covenants have now been terminated as described below.
Termination of the Replacement Capital Covenants
The holders of the Debentures, as the holders of the “covered debt” under the Replacement Capital Covenants, have irrevocably consented to the termination of the Replacement Capital Covenants through the Termination of Replacement Capital Covenants, dated March 13, 2025 (the “Termination of Replacement Capital Covenants”).
The Termination of the Replacement Capital Covenants is filed hereto as Exhibit 4.7 and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURE
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. | ||||||
| Date: March 13, 2025 | By: | /s/ John Hall | ||||
| Name: | John Hall | |||||
| Title: | Executive Vice President and Treasurer | |||||