8-KShareholder MattersOther EventsExhibits & Filings

METLIFE INC 8-K Report, Rights Modification (Aug 28, 2017)

Filed August 28, 2017For Securities:METMET-PEMET-PFMET-PA

Summary

MetLife Inc. filed an 8-K on August 28, 2017, primarily to report material modifications to the rights of security holders concerning its junior subordinated debentures (JSDs) and related trust securities. The company entered into several supplemental indentures to amend the definition of "Adjusted Stockholders' Equity Amount." This amendment is specifically designed to address potential restrictions on MetLife's ability to pay interest on these securities that might arise due to the recent spin-off of Brighthouse Financial, Inc. These modifications ensure that the calculation of the "Adjusted Stockholders' Equity Amount" reflects the Brighthouse spin-off on a pro forma basis as of June 30, 2017. This proactive measure aims to prevent the spin-off transaction itself from triggering covenant breaches or otherwise impacting MetLife's capacity to meet its interest payment obligations on these junior subordinated debt instruments. The filing also announces the successful completion of a consent solicitation related to these securities.

Key Highlights

  • 1MetLife executed supplemental indentures to amend terms related to its junior subordinated debentures (JSDs) due 2066, 2067, 2068, and 2069.
  • 2The amendments impact the "Adjusted Stockholders' Equity Amount" definition within the indentures.
  • 3The primary purpose of the amendments is to pro forma the calculation of equity for the recent Brighthouse Financial, Inc. spin-off.
  • 4This adjustment is intended to prevent the spin-off from causing restrictions on MetLife's ability to pay interest on the affected debentures.
  • 5The filing also confirms the completion of a consent solicitation related to these junior subordinated debentures and MetLife Capital Trust IV securities.
  • 6These actions demonstrate MetLife's proactive management to maintain financial flexibility post-Brighthouse spin-off.

Frequently Asked Questions

The main purpose of the supplemental indentures is to amend the definition of 'Adjusted Stockholders' Equity Amount' to account for the recent spin-off of Brighthouse Financial, Inc. on a pro forma basis. This is intended to prevent the spin-off from triggering restrictions on MetLife's ability to pay interest on its junior subordinated debentures.

The amendments affect MetLife's 6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due 2066, 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067, 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068, and 10.750% Fixed-to-Floating Rate Junior Subordinated Debentures due 2069. The 2067 JSDs are related to MetLife Capital Trust IV's exchangeable surplus trust securities.

Yes, the filing announced the completion of the consent solicitation related to MetLife's junior subordinated debentures and the trust securities of MetLife Capital Trust IV.

The Brighthouse spin-off, by reducing MetLife's overall equity, could have potentially triggered covenants within the existing indentures that restrict interest payments. The amendments filed here ensure that the calculation of equity used for these covenants reflects the spin-off as if it occurred earlier, thus mitigating this risk.