Filed pursuant to Rule 433
May 16, 2019
Relating to
Preliminary Prospectus Supplement dated May 13, 2019 to
Prospectus dated November 18, 2016
Registration StatementNo. 333-214708
MetLife, Inc.
¥25,200,000,000 0.495% Senior Notes due 2026
¥64,900,000,000 0.769% Senior Notes due 2029
¥10,700,000,000 0.898% Senior Notes due 2031
¥26,500,000,000 1.189% Senior Notes due 2034
¥24,400,000,000 1.385% Senior Notes due 2039
Final Term Sheet
May 16, 2019
| Issuer: | MetLife, Inc. (the “Issuer”) | |
| Securities: | 0.495% Senior Notes due 2026 (the “2026 Notes”)
0.769% Senior Notes due 2029 (the “2029 Notes”)
0.898% Senior Notes due 2031 (the “2031 Notes”)
1.189% Senior Notes due 2034 (the “2034 Notes”)
1.385% Senior Notes due 2039 (the “2039 Notes” and, together with the 2026 Notes, the 2029 Notes, the 2031 Notes and the 2034 Notes, the “Notes”) | |
| Expected Ratings (Moody’s/S&P/Fitch)*: | A3/A-/A- | |
| Principal Amount: | ¥25,200,000,000 (2026 Notes)
¥64,900,000,000 (2029 Notes)
¥10,700,000,000 (2031 Notes)
¥26,500,000,000 (2034 Notes)
¥24,400,000,000 (2039 Notes) | |
| Price to the Public: | 100.00% of principal amount | |
| Gross Underwriting Discount: | 0.400% (2026 Notes)
0.450% (2029 Notes)
0.500% (2031 Notes)
0.600% (2034 Notes)
0.700% (2039 Notes) | |
| Proceeds to Issuer Before Expenses: | ¥150,923,850,000 | |
| Maturity Date: | May 22, 2026 (2026 Notes) (short last coupon)
May 23, 2029 (2029 Notes)
May 23, 2031 (2031 Notes)
May 23, 2034 (2034 Notes)
May 23, 2039 (2039 Notes) | |
| Trade Date: | May 16, 2019 | |
| Settlement Date**: | May 23, 2019 (T+5) | |
| Interest Payment Dates: | Semi-annually in arrears on May 23 and November 23 of each year | |
| First Interest Payment Date: | November 23, 2019 | |
| Coupon: | 0.495% (2026 Notes)
0.769% (2029 Notes)
0.898% (2031 Notes)
1.189% (2034 Notes)
1.385% (2039 Notes) | |
| Reference Rate: | 0.075% (equivalent to7-year Swap Offer Rate on Bloomberg “GDCO 157 <GO>,” rounded up to three decimal places) (2026 Notes)
0.169% (equivalent to10-year Swap Offer Rate on Bloomberg “GDCO 157 <GO>,” rounded up to three decimal places) (2029 Notes)
0.248% (equivalent to12-year Swap Offer Rate on Bloomberg “GDCO 157 <GO>,” rounded up to three decimal places) (2031 Notes)
0.349% (equivalent to15-year Swap Offer Rate on Bloomberg “GDCO 157 <GO>,” rounded up to three decimal places) (2034 Notes)
0.485% (equivalent to20-year Swap Offer Rate on Bloomberg “GDCO 157 <GO>,” rounded up to three decimal places) (2039 Notes) | |
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| Spread to Reference Rate: | + 42 bps (2026 Notes)
+ 60 bps (2029 Notes)
+ 65 bps (2031 Notes)
+ 84 bps (2034 Notes)
+ 90 bps (2039 Notes) | |
| Yield to Maturity: | 0.495% (2026 Notes)
0.769% (2029 Notes)
0.898% (2031 Notes)
1.189% (2034 Notes)
1.385% (2039 Notes) | |
| Denominations: | ¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Redemption: | The Notes will not be redeemable prior to maturity unless certain events occur involving United States taxation as described in the Preliminary Prospectus Supplement, dated May 13, 2019. | |
| Day Count: | 30/360 | |
| Business Day Convention: | Following, Unadjusted | |
| Business Day Centers: | New York, London, Tokyo | |
| Governing Law: | New York | |
| CUSIP/ISIN/Common Code: | 59156R BU1/XS1999734954/199973495 (2026 Notes)
59156R BV9/XS1999735688/199973568 (2029 Notes)
59156R BW7/XS1999735761/199973576 (2031 Notes)
59156R BX5/XS1999735845/199973584 (2034 Notes)
59156R BY3/XS1999737031/199973703 (2039 Notes) | |
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| Settlement: | Euroclear; Clearstream, Luxembourg | |
| MiFID II Target Market (MiFID II Product Governance) and PRIIPs: | Manufacturer target market is eligible counterparties and professional clients only (all distribution channels).***No PRIIPs key information document has been prepared as not available to retail in the European Economic Area. | |
| Joint Book-Running Managers: | SMBC Nikko Securities America, Inc. Mizuho Securities USA LLC Morgan Stanley & Co. International plc | |
| SeniorCo-Managers: | Barclays Bank PLC BNP Paribas Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities plc Merrill Lynch International Nomura Securities International, Inc. Wells Fargo Securities, LLC | |
| Co-Managers: | Scotia Capital (USA) Inc. Société Générale U.S. Bancorp Investments, Inc. | |
| JuniorCo-Managers: | Drexel Hamilton, LLC Samuel A. Ramirez & Company, Inc. | |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**We expect that delivery of the Notes will be made to investors on or about May 23, 2019, which is the fifth Tokyo business day following the date of this term sheet (such settlement being referred to as “T+5”). Under the EU Central Securities Depositories Regulation, trades in the secondary market are required to settle in two London business days, unless the parties to any such trade expressly agree otherwise. Also, under Rule15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes earlier than the second London business day, or the second New York business day, before May 23, 2019 will be required, by virtue of the fact that the Notes initially will settle T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement, and so should consult their own advisors.
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***Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU, as amended ( “MiFID II”); and (ii) all channels for distribution of these securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending these securities (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
The offering of each series of Notes is not conditioned on the completion of the offering of any other series of Notes. The Issuer may sell 2026 Notes, 2029 Notes, 2031 Notes, 2034 Notes or 2039 Notes, or any combination thereof.
The Issuer has filed a registration statement (including a prospectus and related prospectus supplement) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and related prospectus supplement in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website atwww.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related prospectus supplement upon your request by calling SMBC Nikko Securities America, Inc. toll free at1-888-868-6856, Mizuho Securities USA LLC toll free at1-866-271-7403 or Morgan Stanley & Co. International plc toll free at1-866-718-1649.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.
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