8-KShareholder MattersCorporate ChangesOther Events+1

METLIFE INC 8-K Report, Rights Modification (Jun 4, 2018)

Filed June 4, 2018For Securities:METMET-PEMET-PFMET-PA

Summary

MetLife Inc. (MET) has filed an 8-K report detailing the issuance of its 5.625% Non-Cumulative Preferred Stock, Series E, effective June 4, 2018. This issuance involved 32,200,000 depositary shares, each representing a 1/1,000th interest in a share of the Series E Preferred Stock, sold to the public. The primary impact of this preferred stock issuance is a modification to the rights of common stockholders and holders of junior or parity stock. Specifically, the company's ability to declare or pay dividends on, or repurchase, common stock or parity securities is now restricted if dividends on the Series E Preferred Stock are not declared and paid for the preceding dividend period.

Key Highlights

  • 1MetLife Inc. issued 32,200,000 depositary shares representing interests in its 5.625% Non-Cumulative Preferred Stock, Series E, on June 4, 2018.
  • 2The Series E Preferred Stock has a liquidation preference of $25,000 per share.
  • 3The issuance of Series E Preferred Stock imposes restrictions on MetLife's ability to pay dividends on or repurchase common stock or parity securities if preferred dividends are not met.
  • 4The company filed a Certificate of Designations with the Secretary of State of Delaware on May 31, 2018, to establish the terms of the Series E Preferred Stock.
  • 5MetLife entered into underwriting and pricing agreements on May 30, 2018, for the sale of the depositary shares.
  • 6The underwriters exercised their option to purchase an additional 4,200,000 depositary shares to cover over-allotments.
  • 7A deposit agreement was entered into on June 4, 2018, outlining the terms for the depositary shares and receipts.

Frequently Asked Questions

The issuance of the Series E Preferred Stock introduces dividend restrictions on MetLife's common stock and parity securities. If MetLife fails to declare and pay dividends on the Series E Preferred Stock for a given period, it will be restricted from declaring or paying dividends on, or repurchasing, its common stock or other securities that rank equally or junior to the Series E Preferred Stock.

The Series E Preferred Stock carries a dividend rate of 5.625% and has a liquidation preference of $25,000 per share.

MetLife issued 32,200,000 depositary shares. Each depositary share represents a 1/1,000th interest in a share of the 5.625% Non-Cumulative Preferred Stock, Series E.

The Certificate of Designations was filed on May 31, 2018. Underwriting and pricing agreements were entered into on May 30, 2018. The depositary shares were publicly offered and sold, with the issuance of the Series E Preferred Stock occurring on June 4, 2018.