METLIFE, INC. (NYSE:MET) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03 Material Modifications to Rights of Security Holders.
On August 28, 2017, MetLife, Inc. (“MetLife”) entered into the Ninth, Tenth, Eleventh and Twelfth Supplemental Indentures with the Trustee (as defined below) with respect to its 6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due 2066 (“2066 JSDs”), 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 (“2067 JSDs”), 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 (“2068 JSDs”) and 10.750% Fixed-to-Floating Rate Junior Subordinated Debentures due 2069 (“2069 JSDs” and, together with the 2066 JSDs, the 2067 JSDs and the 2068 JSDs, “JSDs”) (the “New Supplemental Indentures”). The 2067 JSDs relate to the currently outstanding 7.875% Fixed-to-Floating Rate Exchangeable Surplus Trust Securities of MetLife Capital Trust IV (“X-SURPs”). The New Supplemental Indentures amend the Third Supplemental Indenture, dated as of December 21, 2006, between MetLife and the Trustee, relating to the 2066 JSDs; the Fourth Supplemental Indenture, dated as of December 12, 2007, among MetLife, the Trustee, and Deutsche Bank Securities Inc., as premium calculation agent, relating to the 2067 JSDs; the Fifth Supplemental Indenture, dated as of April 8, 2008, among MetLife, the Trustee, and Deutsche Bank Securities Inc., as premium calculation agent, relating to the 2068 JSDs; and the Eighth Supplemental Indenture, dated as of July 8, 2009, among MetLife, the Trustee and J.P. Morgan Securities LLC, as premium calculation agent, relating to the 2069 JSDs(collectively, the “Supplemental Indentures”) to the Subordinated Indenture, dated as of June 21, 2005, between MetLife and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to The Bank of New York Mellon Trust Company, N.A., and as successor in interest to J.P. Morgan Trust Company, National Association), as trustee (the “Trustee”).
The New Supplemental Indentures amend the definition of “Adjusted Stockholders’ Equity Amount” as defined in the Supplemental Indentures, to adjust the amount for certain periods prior to the spin-off of Brighthouse Financial, Inc. (“Brighthouse”) to an amount that reflects the spin-off transaction on a pro forma basis as of June 30, 2017. The amendment is intended to avoid potential restrictions on MetLife’s ability to pay interest on these securities solely as a result of the spin-off by MetLife of Brighthouse which was completed on August 4, 2017.
The foregoing description is not complete and is qualified in its entirety by reference to the New Supplemental Indentures, filed as Exhibits 4.1 through 4.4 hereto and incorporated herein by reference.
Item 3.03 Other Events.
On August 28, 2017, MetLife issued a news release announcing the completion of the consent solicitation related to its junior subordinated debentures and the trust securities of MetLife Capital Trust IV. A copy of the news release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 3.03. Financial Statements and Exhibits.
| 4.1 | Ninth Supplemental Indenture, dated as of August 28, 2017, between MetLife, Inc. (“MetLife”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), relating to the 6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due 2066 of MetLife |
| 4.2 | Tenth Supplemental Indenture, dated as of August 28, 2017, among MetLife, the Trustee, and Deutsche Bank Securities Inc., as premium calculation agent, relating to the 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067 of MetLife |
| 4.3 | Eleventh Supplemental Indenture, dated as of August 28, 2017, among MetLife, Trustee, and Deutsche Bank Securities Inc., as premium calculation agent, relating to the 9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068 of MetLife |
| 4.4 | Twelfth Supplemental Indenture, dated as of August 28, 2017, among MetLife, the Trustee and J.P. Morgan Securities LLC, as premium calculation agent, relating to the 10.750% Fixed-to-Floating Rate Junior Subordinated Debentures due 2069 of MetLife |
| 99.1 | News release of MetLife, dated August 28, 2017, announcing completion of the consent solicitation related to its junior subordinated debentures and the trust securities of MetLife Capital Trust IV |
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METLIFE INC ExhibitEX-4.1 2 d438790dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 NINTH SUPPLEMENTAL INDENTURE between 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.
