UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 15, 2020
METLIFE, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | | 1-15787 | | 13-4075851 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | |
200 Park Avenue, New York, New York | | 10166-0188 |
(Address of Principal Executive Offices) | | (Zip Code) |
212-578-9500
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, par value $0.01 | | MET | | New York Stock Exchange |
Floating Rate Non-Cumulative Preferred Stock, Series A, par value $0.01 | | MET PRA | | New York Stock Exchange |
Depositary Shares each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series E | | MET PRE | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On January 15, 2020, MetLife, Inc. closed the public offering of an aggregate of 40,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of the 4.75% Non-Cumulative Preferred Stock, Series F, par value $0.01 per share and liquidation preference of $25,000 per share (the “Preferred Stock”) of MetLife, Inc. The offering and sale of the Depositary Shares and Preferred Stock were registered under MetLife, Inc.’s registration statement on Form S-3 (File No. 333-234761), and a prospectus supplement related to the Depositary Shares dated January 7, 2020 (filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933).
The following documents are being filed with this Current Report on Form 8-K and are incorporated herein by reference: (i) the Deposit Agreement, dated January 15, 2020, among MetLife, Inc., Computershare Inc. and Computershare Trust Company, N.A., collectively, as depositary, and the holders from time to time of the depositary receipts described therein, relating to the Depositary Shares, (ii) the Form of Preferred Stock Certificate, (iii) the Form of Depositary Receipt and (iv) the validity opinion and consent of Willkie Farr & Gallagher LLP with respect to the Depositary Shares and the Preferred Stock.
| Item 9.01 | Financial Statements and Exhibits. |
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Exhibit
No. | | | Description of Exhibit |
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| | 4.1 | | | Deposit Agreement, dated January 15, 2020, among MetLife, Inc., Computershare Inc. and Computershare Trust Company, N.A., collectively, as depositary, and the holders from time to time of the depositary receipts described therein. |
| | | | | |
| | 4.2 | | | Form of Preferred Stock Certificate (included as Exhibit A to Exhibit 3.1 of the MetLife, Inc.’s Form 8-K filed on January 9, 2020). |
| | | | | |
| | 4.3 | | | Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 above). |
| | | | | |
| | 5.1 | | | Opinion of Willkie Farr & Gallagher LLP with respect to the Depositary Shares and the Preferred Stock. |
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| | 23.1 | | | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above). |
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| | 101 | | | Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language). |
| | | | | |
| | 104 | | | Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | METLIFE, INC. |
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Date: January 15, 2020 | | | | By: | | /s/ Tamara L. Schock |
| | | | Name: | | Tamara L. Schock |
| | | | Title: | | Executive Vice President and Chief Accounting Officer |
