What is the purpose of MetLife's consent solicitation?

The purpose of the consent solicitation is to obtain approval from holders of specific junior subordinated debt and trust securities to amend the interest payment tests within the indentures governing these securities. These changes are intended to prevent potential interest payment restrictions or mandatory security exchanges that could arise as a result of MetLife's recent spin-off of Brighthouse Financial, Inc.

Why was the consent solicitation extended?

The expiration date for the consent solicitation was extended to provide holders of the affected securities additional time to consider and submit their consents. The new expiration date is August 23, 2017, unless further extended or terminated by MetLife.

What happens if MetLife does not receive the required consents?

If MetLife does not receive the necessary consents (requisite consents) to implement the proposed amendments, it could face potential interest payment restrictions on the affected securities. This could also trigger obligations such as exchanging certain trust securities (X-SURPs) for debentures and potentially selling MetLife common stock to meet interest payment obligations.

Who is eligible to receive the consent fee, and when will it be paid?

The consent fee will be paid to registered holders of the specified securities as of the record date (August 9, 2017) who have validly delivered their consent by the expiration date. The fee is $2.50 per $1,000 in principal/liquidation amount for each series. Payment will be made promptly after the expiration date, provided that the conditions to the effectiveness of the proposed amendments are satisfied or waived.

METLIFE INC 8-K SEC Disclosure

Summary

MetLife Inc. (MET) has filed an 8-K report on August 21, 2017, to announce the extension of its solicitation of consents from holders of its outstanding junior subordinated debt and trust securities. The primary purpose of this solicitation is to amend the interest payment tests within the governing indentures for these securities. These amendments are necessitated by MetLife's recent spin-off of Brighthouse Financial, Inc. (completed on August 4, 2017). The extension pushes the expiration date for the consent solicitation from August 18, 2017, to August 23, 2017, unless further modified. The company is seeking consent to alter provisions that could otherwise lead to potential interest payment restrictions or forced exchanges of securities following the Brighthouse spin-off. If successful, MetLife will pay a consent fee to eligible holders who have provided their consent.

Key Highlights

1MetLife extended its solicitation of consents from holders of specific junior subordinated debt and trust securities.
2The consent solicitation aims to amend interest payment tests in the indentures governing these securities.
3The proposed amendments are a direct consequence of MetLife's recent spin-off of Brighthouse Financial, Inc.
4The expiration date for the consent solicitation has been extended to August 23, 2017.
5Failure to obtain consent could lead to potential interest payment restrictions or mandatory exchanges of securities.
6A consent fee will be paid to eligible holders who validly deliver their consent by the new expiration date.
7MetLife has appointed Global Bondholder Services Corporation as information and tabulation agent and Goldman Sachs & Co. LLC as solicitation agent.

METLIFE INC 8-K Report, Corporate Update (Aug 21, 2017)

Summary

Key Highlights

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