Summary
MetLife Inc. filed an 8-K on March 22, 2018, to report the issuance of 500,000 shares of its 5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series D. This issuance introduces new restrictions on the company's ability to pay dividends on or repurchase its common stock and other junior securities if it fails to pay dividends on the Series D Preferred Shares for a preceding dividend period. The details of these restrictions are outlined in the Certificate of Designations. The company also disclosed entering into underwriting and pricing agreements with several underwriters, including Citigroup, J.P. Morgan, Merrill Lynch, and Wells Fargo, for the sale of these preferred shares. The filing includes key exhibits such as the underwriting agreement, pricing agreement, the Certificate of Designations for the Series D Preferred Shares, and a legal opinion regarding the validity of these shares.
Key Highlights
- 1MetLife issued 500,000 shares of Series D Fixed-to-Floating Rate Non-Cumulative Preferred Stock.
- 2The liquidation preference for each Series D Preferred Share is $1,000.
- 3The Series D Preferred Stock carries a dividend rate of 5.875% initially, with a floating rate feature.
- 4Issuance of Series D Preferred Shares imposes restrictions on future dividend payments and repurchases of common stock if preferred dividends are not met.
- 5The preferred shares were offered and sold under a previously filed shelf registration statement.
- 6Underwriting and pricing agreements were executed with major financial institutions including Citigroup, J.P. Morgan, Merrill Lynch, and Wells Fargo.