METLIFE, INC. (NYSE:MET) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item2.03.

On June22, 2017, Brighthouse Financial, Inc. (Brighthouse), a
subsidiary of MetLife, Inc. (MetLife), issued $1,500,000,000
aggregate principal amount of its 3.700% Senior Notes due 2027
(the 2027 Notes) and $1,500,000,000 aggregate principal amount of
its 4.700% Senior Notes due 2047 (the 2047 Notes, and together
with the 2027 Senior Notes, the Notes), in a private offering
exempt from the registration requirements of the Securities Act
of 1933, as amended. Brighthouse issued the Notes to an
indenture, dated as of June22, 2017 (the Indenture) (attached
hereto as Exhibit 4.1 and incorporated herein by reference), by
and among Brighthouse, MetLife, as guarantor, and U.S. Bank
National Association, as trustee (the Trustee).

MetLife has initially guaranteed the Notes on a senior unsecured
basis (the Guarantee). Under the Guarantee, MetLife has fully and
unconditionally guaranteed to each holder of the Notes the full
and prompt payment of principal of the Notes, the premium on the
Notes, if any, and the interest on the Notes, and all other
obligations of Brighthouse under the Indenture, when the same
become due. The Guarantee will be automatically and
unconditionally released upon the completion of both (i)the
contribution by MetLife of all the voting common interests in
Brighthouse Holdings, LLC, including its direct and indirect
subsidiaries, to Brighthouse and (ii)the consummation of the
transfer by MetLife of at least 80.1% of the shares of
Brighthouses common stock to one or more persons, other than
MetLife or any of its affiliates, as part of the separation
through a spin-off to the holders of MetLifes common stock, a
public offering of shares in an independent publicly traded
company, or a sale ((i) and (ii)together, a Brighthouse Stock
Distribution Event).

If a Brighthouse Stock Distribution Event has not occurred on or
prior to December31, 2017, Brighthouse must redeem the Notes, in
whole, on the tenth business day following December31, 2017 (the
special mandatory redemption date). In the event of such a
redemption, Brighthouse must redeem the Notes at a special
mandatory redemption price of 101% of the then-outstanding
aggregate principal amount of the Notes, together with accrued
and unpaid interest from the last date on which interest has been
paid up to, but excluding, the special mandatory redemption date.

The Notes are a direct financial obligation of Brighthouse and
the Guarantee is a direct financial obligation of MetLife.

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METLIFE INC Exhibit
EX-4.1 2 d415316dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 BRIGHTHOUSE FINANCIAL,…
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About METLIFE, INC. (NYSE:MET)

MetLife, Inc. (MetLife) is a provider of life insurance, annuities, employee benefits and asset management. The Company’s segments include Retail; Group, Voluntary & Worksite Benefits; Corporate Benefit Funding; Latin America (collectively, the Americas); Asia, and Europe, the Middle East and Africa (EMEA). Its Retail segment is organized into two businesses: Life & Other, and Annuities. Its Group, Voluntary & Worksite Benefits insurance products and services include life, dental, group short- and long-term disability, property and casualty, long-term care, accidental death and dismemberment, critical illness, vision, and accident and health coverages, as well as prepaid legal plans. Its Corporate Benefit Funding segment provides funding and financing solutions that help institutional customers manage liabilities primarily associated with their qualified, nonqualified and welfare employee benefit programs using a spectrum of life and annuity-based insurance and investment products.