Metlife Launches Consent Solicitation Related to Junior Subordinated Debt

MetLife, Inc. announced it is soliciting consents (the “Consent Solicitation”) from the holders of its outstanding junior subordinated debt and MetLife Capital Trust IV’s trust securities listed below (the “Securities”) proposing amendments to the supplemental indentures (the “Indentures”) relating to such Securities.

The Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statementand the related Consent Form. Full details on the terms and conditions of the Consent Solicitation are set forth in the Statement, and the related Consent Form.

The purpose of the Consent Solicitation is to change interest payment tests in the Indentures. The changes would avoid potential interest payment restrictions relating to the Securities that could occur as a result of MetLife, Inc.’s spin-off of Brighthouse Financial, Inc., which was completed on August 4, 2017 (the “Proposed Amendments”). If the interest payment tests in the Indentures are not satisfied, MetLife would be required to exchange the X-SURPs for 2067 JSDs, sell MetLife common stock to satisfy its interest payment obligations under the Indentures, and may only be able to make interest payments on the Securities to the extent of net proceeds from the sale of MetLife common stock and certain warrants received by MetLife during the 180 days prior to an interest payment date.

 

Outstanding Principal/ Liquidation Amount	Description of Securities	CUSIP Number	Consent Fee per $1,000 in Principal/ Liquidation Amount
$1,250,000,000	6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due 2066	59156RAP3	$2.50
$700,000,000	7.875% Fixed-to-Floating Rate Exchangeable Surplus Trust Securities (“X-SURPs”) of MetLife Capital Trust IV (exchangeable into 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067) (“2067 JSDs”)	591560AA5	$2.50
$750,000,000	9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068	59156RBS6	$2.50
$500,000,000	10.750% Fixed-to-Floating Rate Junior Subordinated Debentures due 2069	59156RAV0	$2.50

The Consent Solicitation is being made to the holders of each series of Securities as of 5:00 p.m., New York City time, on August 9, 2017 (the “Record Date”). The consent of holders of at least a majority in aggregate principal or liquidation amount, as applicable, of a series of Securities outstanding as of the Record Date is required to approve the Proposed Amendment with respect to that series of Securities (the “Requisite Consents”). The Proposed Amendments will be effected by a new supplemental indenture with respect to each series of Securities, which will be executed after receipt of the Requisite Consents, subject to satisfaction or waiver of the conditions to the effectiveness of the Proposed Amendments as more fully described in the Statement.

The expiration date of the Consent Solicitation is 5:00 p.m., New York City time, on August 18, 2017, unless extended or terminated by MetLife (such date and time, as the same may be extended, the “Expiration Date”).

If MetLife receives the Requisite Consents with respect to each series of Securities on or prior to the Expiration Date, and the other conditions to the effectiveness of the Proposed Amendments are satisfied or waived, promptly after the Expiration Date, MetLife will pay a consent fee, as set forth in the above table, to the tabulation agent for the benefit of registered holders of Securities (“Holders”) as of the Record Date that have validly delivered (and not validly revoked) a properly completed consent form on or prior to the Expiration Date. MetLife may, in its sole discretion, terminate, abandon, extend or amend the Consent Solicitation as described in the Statement.

If, however, all conditions to the effectiveness of the Proposed Amendments with respect to one or more series of Securities are not satisfied or waived, but all conditions to the Consent Solicitation with respect to the other series of Securities are satisfied or waived, then in MetLife’s sole discretion, on the second business day following the Expiration Date, or as promptly as practicable thereafter, MetLife will pay to the tabulation agent for the benefit of the Securities the applicable consent fee for the series of Securities as to which such conditions are so satisfied or waived.

MetLife has appointed Global Bondholder Services Corporation as information agent and tabulation agent with respect to the Consent Solicitation. Requests for documents should be directed to Global Bondholder Services Corporation at: (212) 430-3774 (banks and brokers) or (866) 470-3900 (toll free). MetLife has also retained Goldman Sachs & Co. LLC as solicitation agent with respect to the Consent Solicitation. Questions concerning the terms of the Consent Solicitation should be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 357-1452 (collect).

Important Notice
This news release is for informational purposes only and does not constitute either an offer to sell or a solicitation of consents or an offer to buy or sell any security in any jurisdiction. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. No recommendation is being made by MetLife, the Information Agent, the Solicitation Agent, the trustee under the Indentures, the trustees of MetLife Capital Trust IV or any of their respective affiliates as to whether Holders of the Securities should consent to the Proposed Amendments, and no one has been authorized by any of them to make such a recommendation. Each Holder must make its own decision as to whether to give its consent.

The Consent Solicitation is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or “blue sky” laws.

THE CONSENT SOLICITATION IS BEING MADE ONLY PURSUANT TO THE CONSENT SOLICITATION STATEMENT AND THE CONSENT FORM THAT THE INFORMATION AGENT WILL DISTRIBUTE TO HOLDERS. HOLDERS SHOULD CAREFULLY READ THE CONSENT SOLICITATION STATEMENT AND CONSENT FORM PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE CONSENT SOLICITATION, BECAUSE SUCH DOCUMENTS CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE CONSENT SOLICITATION.

About MetLife
MetLife, Inc., through its subsidiaries and affiliates (“MetLife”), is one of the world’s leading financial services companies, providing insurance, annuities, employee benefits and asset management to help its individual and institutional customers navigate their changing world. Founded in 1868, MetLife has operations in more than 40 countries and holds leading market positions in the United States, Japan, Latin America, Asia, Europe and the Middle East. For more information, visit www.metlife.com.