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 32,200 shares of 5.625% Non-Cumulative Preferred Stock, Series E, par value $0.01 per share and liquidation preference $25,000 per share (the “Series E Preferred Stock”), by MetLife, Inc. (the “Company”) on June4, 2018, the Company’s ability 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 E Preferred Stock became subject to certain restrictions, in the event that the Company does not declare and pay (or set aside) dividends on the Series E Preferred Stock for the last preceding dividend period. The Certificate of Designations for the Series E Preferred Stock more fully describes the terms of the Series E Preferred Stock, including such restrictions. A copy of the Certificate of Designations is attached as Exhibit 3.1 hereto and incorporated herein by reference.
The Company publicly offered and sold 32,200,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of Series E Preferred Stock, 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 E Preferred Stock dated May30, 2018 (filed with the Commission to Rule 424(b)(5) under the Securities Act of 1933).
Item 3.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May31, 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 E Preferred Stock. The Certificate of Designations became effective upon filing, and a copy is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 3.03. Other Events.
On May30, 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 28,000,000 Depositary Shares, each among the Company and Morgan Stanley& Co. LLC, Merrill Lynch, Pierce, Fenner& Smith Incorporated, UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I to the Pricing Agreement (the “Underwriters”). The Company granted the Underwriters an option to purchase up to an additional 4,200,000 Depositary Shares to cover over-allotments, which the Underwriters exercised in full on June1, 2018.
On June4, 2018, in connection with the issuance of the Depositary Shares, the Company entered into a deposit agreement (attached hereto as Exhibit 4.2 and incorporated herein by reference) among the Company, Computershare Inc. and Computershare Trust Company, N.A., as depositary, and the holders from time to time of the depositary receipts described therein.
A copy of the opinion letter of Willkie Farr& Gallagher LLP, relating to the validity of the Depositary Shares and the Series E Preferred Stock, is filed as Exhibit 5.1 hereto.
Item 3.03. Financial Statements and Exhibits.
METLIFE INC ExhibitEX-1.1 2 d596081dex11.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.