8-KOther Events

METLIFE INC 8-K Report, Corporate Update (Aug 23, 2017)

Filed August 23, 2017For Securities:METMET-PEMET-PFMET-PA

Summary

MetLife, Inc. (MET) has announced an amendment to its ongoing Consent Solicitation for holders of certain junior subordinated debt and trust securities. The primary purpose of this solicitation is to amend interest payment tests within the supplemental indentures governing these securities. These proposed amendments are designed to mitigate potential interest payment restrictions that could arise following MetLife's recent spin-off of Brighthouse Financial, Inc. Without these changes, the company could face limitations on its ability to make interest payments, potentially requiring it to exchange exchangeable surplus trust securities (X-SURPs) for other debt instruments or restrict interest payments to net proceeds from asset sales within a specific timeframe.

Key Highlights

  • 1MetLife has increased the consent fee for its junior subordinated debt and trust securities solicitation from $2.50 to $10.00 per $1,000 principal/liquidation amount.
  • 2The expiration date of the Consent Solicitation has been extended from August 23, 2017, to August 25, 2017, with the possibility of further extensions.
  • 3The solicitation aims to amend interest payment tests in the indentures to avoid potential restrictions following the spin-off of Brighthouse Financial, Inc.
  • 4If amendments are not approved, MetLife could be forced to exchange X-SURPs for other debt, sell common stock to meet interest obligations, or limit payments to net proceeds from asset sales.
  • 5The proposed amendments require the consent of at least a majority of outstanding principal/liquidation amount for each series of affected securities.
  • 6MetLife has appointed Global Bondholder Services Corporation as the information and tabulation agent, and Goldman Sachs & Co. LLC as the solicitation agent.

Frequently Asked Questions

MetLife is conducting this Consent Solicitation to amend specific interest payment tests in the indentures governing certain junior subordinated debt and trust securities. These changes are intended to prevent potential restrictions on interest payments that could be triggered by the recent spin-off of Brighthouse Financial, Inc.

The increased consent fee to $10.00 per $1,000 and the extended deadline to August 25, 2017, aim to encourage more holders of the affected securities to participate and consent to the proposed amendments. This higher incentive and additional time increase the likelihood of MetLife securing the necessary consents.

If the proposed amendments are not approved, MetLife may face restrictions on its ability to pay interest on the affected securities. This could include being required to exchange MetLife Capital Trust IV's exchangeable surplus trust securities (X-SURPs) for other debentures, selling MetLife common stock to cover interest payments, or limiting interest payments to proceeds from specific asset sales within the prior 180 days.

For questions regarding the terms of the Consent Solicitation, you should contact Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or (212) 357-1452 (collect). For requests for documents, you can contact Global Bondholder Services Corporation at (212) 430-3774 (banks and brokers) or (866) 470-3900 (toll-free).