Filed pursuant to Rule 433
July 10, 2023
Relating to
Preliminary Prospectus Supplement dated July 10, 2023 to
Prospectus dated November 17, 2022
Registration Statement No. 333-268442
MetLife, Inc.
$1,000,000,000 5.375% Senior Notes due 2033
Final Term Sheet
July 10, 2023
The information in this final term sheet relates to the offering of the securities specified herein and should be read together with the preliminary prospectus supplement dated July 10, 2023 (the “Preliminary Prospectus Supplement”), including the documents incorporated by reference therein, and the accompanying prospectus dated November 17, 2022, filed pursuant to Rule 424(b) under the Securities Act of 1933 (Registration Statement File No. 333-268442). This final term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Capitalized terms used but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement.
| Issuer: | MetLife, Inc. (“Issuer”) | |
| Securities: | 5.375% Senior Notes due 2033 | |
| Anticipated Ratings (Outlook)*: | A3 (Stable) / A- (Stable) / A- (Stable) (Moody’s / S&P / Fitch) | |
| Aggregate Principal Amount: | $1,000,000,000 | |
| Price to the Public: | 99.396% of principal amount, plus accrued interest, if any, from July 12, 2023 | |
| Gross Underwriting Discount: | 0.450% | |
| Proceeds to Issuer Before Expenses: | $989,460,000 | |
| Maturity Date: | July 15, 2033 | |
| Trade Date: | July 10, 2023 | |
| Settlement Date: | July 12, 2023 (T+2) | |
| Interest Payment Dates: | Semi-annually on January 15 and July 15 of each year, beginning on January 15, 2024 | |
| Coupon: | 5.375% | |
| Benchmark Treasury: | UST 3.375% due May 15, 2033 | |
| Spread to Benchmark Treasury: | UST + 145 bps | |
| Benchmark Treasury Price / Yield: | 94-29+ / 4.004% | |
| Yield to Maturity: | 5.454% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Par Call Date: | April 15, 2033 | |
| Make-Whole Call: | UST + 25 bps | |
| CUSIP: | 59156RCE6 | |
| ISIN: | US59156RCE62 | |
| Joint Book-Running Managers: | Barclays Capital Inc. Citigroup Global Markets Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC Wells Fargo Securities, LLC | |
| Senior Co-Managers: | BNP Paribas Securities Corp. BofA Securities, Inc. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Securities (USA) Inc. J.P. Morgan Securities LLC | |
| Co-Managers: | Mizuho Securities USA LLC Santander US Capital Markets LLC Scotia Capital (USA) Inc. TD Securities (USA) LLC U.S. Bancorp Investments, Inc. | |
| Junior Co-Managers: | Bancroft Capital, LLC C.L. King & Associates, Inc. Cabrera Capital Markets LLC | |
*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.
The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus 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 at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc. toll-free at +1 (888) 603-5847, Citigroup Global Markets Inc. toll-free at +1 (800) 831-9146, Goldman Sachs & Co. LLC toll-free at +1 (866) 471-2526, Morgan Stanley & Co. LLC toll-free at +1 (866) 718-1649 or Wells Fargo Securities, LLC toll-free at +1 (800) 645-3751.
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