Summary
MetLife, Inc. (MET) filed an 8-K report on November 1, 2010, detailing the closing of its acquisition of certain businesses from American International Group, Inc. (AIG) and its subsidiary ALICO Holdings LLC. This transaction, originally agreed upon in March 2010, involved significant amendments to the stock purchase agreement. The primary focus of this filing is the completion of the acquisition, which was finalized on November 1, 2010, with the consideration paid in a combination of cash and securities, including a substantial portion in MetLife's equity units.
Key Highlights
- 1Closing of the acquisition of certain businesses from AIG/ALICO Holdings LLC on November 1, 2010.
- 2Amendments were made to the original Stock Purchase Agreement, specifically concerning the structure of equity units and AIG's guarantee obligations.
- 3The equity units component of the deal was restructured; instead of preferred stock being exchanged for debt securities, the equity units now directly consist of forward purchase contracts and an interest in debt securities issued by MetLife.
- 4AIG's 'Keep-Well' obligation was replaced with an unconditional guarantee of ALICO Holdings LLC's obligations to MetLife.
- 5MetLife issued 78,239,712 shares of common stock, 6,857,000 shares of Series B Contingent Convertible Junior Participating Non-Cumulative Perpetual Preferred Stock, and $3.0 billion in aggregate stated amount of equity units as part of the transaction consideration.
- 6The Series B Preferred Stock is convertible into approximately 68.6 million shares of common stock, subject to stockholder approval.
- 7The issuance of these securities was conducted under an exemption from registration pursuant to Section 4(2) of the Securities Act of 1933.