Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-234761
The information contained in this preliminary prospectus supplement is not complete and may be changed. Neither this preliminary prospectus supplement nor the accompanying prospectus is an offer to sell nor does it seek an offer to buy the Series G Preferred Shares in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 2020.
Preliminary Prospectus Supplement
(To Prospectus Dated November 18, 2019)
Shares
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% Fixed Rate Reset Non-Cumulative Preferred Stock, Series G
MetLife, Inc. is offering shares of its % Fixed Rate Reset Non-Cumulative Preferred Stock, Series G, $1,000 liquidation preference per share (the “Series G Preferred Shares”).
MetLife, Inc. will pay dividends on the Series G Preferred Shares only when, as and if declared by MetLife, Inc.’s board of directors (or a duly authorized committee of the board), out of funds legally available for the payment of dividends. Any such dividends will be payable on a non-cumulative basis from the date of original issue, semi-annually in arrears on the 15th day of March and September of each year, commencing on March 15, 2021. Dividends will accrue (i) from the date of original issue to, but excluding, September 15, 2025 at a fixed rate per annum of %, and (ii) from, and including, September 15, 2025, during each reset period (as defined herein) at a rate per annum equal to the five-year treasury rate (as defined herein) as of the most recent reset dividend determination date (as defined herein) plus %. Payment of dividends on the Series G Preferred Shares is subject to certain legal, regulatory and other restrictions as described elsewhere in this prospectus supplement.
Dividends on the Series G Preferred Shares will not be cumulative and will not be mandatory. Accordingly, if dividends are not declared on the Series G Preferred Shares for any dividend period, then any accrued dividends for that dividend period shall cease to accrue and be payable. If MetLife, Inc.’s board of directors (or a duly authorized committee of the board) has not declared a dividend before the dividend payment date for any dividend period, MetLife, Inc. will have no obligation to pay dividends accrued for such dividend period on or after the dividend payment date for that dividend period, whether or not dividends on the Series G Preferred Shares are declared for any future dividend period.
MetLife, Inc. may, at its option, redeem the Series G Preferred Shares, (a) in whole but not in part, at any time, within 90 days after the conclusion of any review or appeal process instituted by us following the occurrence of a rating agency event (as defined herein) or, in the absence of any such review or appeal process, from such rating agency event, at a redemption price equal to $1,020 per Series G Preferred Share, plus an amount equal to any dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date and (b)(i) in whole but not in part, at any time, within 90 days after the occurrence of a regulatory capital event (as defined herein), or (ii) in whole or in part, on any dividend payment date, on or after September 15, 2025, in each case, at a redemption price equal to $1,000 per Series G Preferred Share, plus an amount equal to any dividends per share that have accrued but not been declared and paid for the then-current dividend period to, but excluding, such redemption date. See “Description of the Series G Preferred Shares — Optional Redemption.” If the Series G Preferred Shares are treated as “Tier 1 capital” (or a substantially similar concept) under the capital guidelines of MetLife, Inc.’s capital regulator, any redemption of the Series G Preferred Shares may be subject to MetLife, Inc.’s receipt of any required prior approval from the capital regulator and to the satisfaction of any conditions to MetLife, Inc.’s redemption of the Series G Preferred Shares set forth in those capital guidelines or any other applicable regulations of the capital regulator. “Capital regulator” means any governmental agency, instrumentality or standard-setting organization, including, but not limited to, the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), the Federal Insurance Office (the “FIO”), the National Association of Insurance Commissioners (the “NAIC”) or any state insurance regulator, as may then have group-wide oversight of MetLife, Inc.’s regulatory capital. Holders of the Series G Preferred Shares will not have the right to require the redemption or repurchase of the Series G Preferred Shares.
The Series G Preferred Shares will not have voting rights, except as set forth under “Description of the Series G Preferred Shares — Voting Rights” on page S-28.
See “Risk Factors” beginning on page S-14 of this prospectus supplement and the periodic reports MetLife, Inc. files with the Securities and Exchange Commission (the “SEC”) to read about important factors you should consider before buying the Series G Preferred Shares.
Neither the SEC nor any other regulatory body has approved or disapproved of the Series G Preferred Shares or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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| | Per Series G Preferred Share | | | Total | |
Price to the Public (1) | | $ | | | | $ | | |
Underwriting Discount | | $ | | | | $ | | |
Proceeds, before expenses, to MetLife, Inc. | | $ | | | | $ | | |
(1) | The price to the public does not include accrued dividends, if any, that may be declared. Dividends, if declared, will accrue from the date of original issuance, which is expected to be September , 2020. |
The underwriters expect to deliver the Series G Preferred Shares, in book-entry form only, through the facilities of The Depository Trust Company (“DTC”) for the accounts of its participants, including Clearstream Banking, SA (“Clearstream Luxembourg”) and/or Euroclear Bank SA/NV (“Euroclear”), on or about September , 2020.
Joint Bookrunners
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BNP PARIBAS | | BofA Securities | | Citigroup | | Morgan Stanley | | Wells Fargo Securities |
Prospectus Supplement dated September , 2020.