METLIFE, INC. (NYSE:MET) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03. Material Modification to Rights of Security Holders.
Upon issuance of 500,000 shares of the 5.875% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, SeriesD, par value $0.01 per share and liquidation preference $1,000 per share (the “Series D Preferred Shares”), by MetLife, Inc. (the “Company”) on March22,2018, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to, or on parity with, the Series D Preferred Shares will be subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Series D Preferred Shares for the last preceding dividend period.The terms of the Series D Preferred Shares, including such restrictions, are more fully described in the Certificate of Designations for the Series D Preferred Shares, a copy of which is attached as Exhibit3.1 hereto and incorporated herein by reference.
The Series D Preferred Shares were offered and sold to the shelf registration statement on Form S-3 (File No.333-214708), filed with the U.S. Securities and Exchange Commission (the “Commission”) on November18, 2016, and a prospectus supplement related to the Series D Preferred Shares dated March20, 2018 (filed with the Commission to Rule424(b)(5) under the Securities Act of 1933).
Item 3.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March21, 2018, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series D Preferred Shares.The Certificate of Designations became effective upon filing, and a copy is attached as Exhibit3.1 hereto and incorporated herein by reference.
Item 3.03. Other Events
On March20, 2018, the Company entered into (i)an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) and (ii)a pricing agreement (attached hereto as Exhibit 1.2 and incorporated herein by reference) (the “Pricing Agreement”) relating to the sale of the Series D Preferred Shares, each among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I to the Pricing Agreement (the “Underwriters”).
A copy of the opinion letter of Willkie Farr& Gallagher LLP, relating to the validity of the Series D Preferred Shares, is filed as Exhibit 5.1 hereto.
Item 3.03. Financial Statements and Exhibits.
METLIFE INC ExhibitEX-1.1 2 d553518dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 METLIFE,…To view the full exhibit click here
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.