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): March 1, 2024
METLIFE, INC.
(Exact Name of Registrant as Specified in Its Charter)
| 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:
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 | ||
| Depositary Shares, each representing a 1/1,000th interest in a share of 4.75% Non-Cumulative Preferred Stock, Series F | MET PRF | 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. ☐
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 7, 2024, MetLife, Inc. (the “Company”) issued ¥7,100,000,000 aggregate principal amount of its 1.009% Senior Notes due 2029 (the “2029 Senior Notes”), ¥23,100,000,000 aggregate principal amount of its 1.415% Senior Notes due 2031 (the “2031 Senior Notes”), ¥16,700,000,000 aggregate principal amount of its 1.670% Senior Notes due 2034 (the “2034 Senior Notes”), ¥11,200,000,000 aggregate principal amount of its 1.953% Senior Notes due 2039 (the “2039 Senior Notes”), ¥15,500,000,000 aggregate principal amount of its 2.195% Senior Notes due 2044 (the “2044 Senior Notes”), ¥23,500,000,000 aggregate principal amount of its 2.390% Senior Notes due 2054 (the “2054 Senior Notes”) and ¥15,200,000,000 aggregate principal amount of its 2.448% Senior Notes due 2059 (the “2059 Senior Notes” and, together with the 2029 Senior Notes, the 2031 Senior Notes, the 2034 Senior Notes, the 2039 Senior Notes, the 2044 Senior Notes and the 2054 Senior Notes, the “Senior Notes”). The Senior Notes were issued pursuant to the Senior Indenture, dated as of November 9, 2001 (incorporated by reference to Exhibit 4.1(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011), between the Company and The Bank of New York Mellon Trust Company, N.A., (as successor to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee (the “Trustee”), as supplemented by the Thirty-Ninth Supplemental Indenture, dated as of March 7, 2024 with respect to the 2029 Senior Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference), the Fortieth Supplemental Indenture, dated as of March 7, 2024 with respect to the 2031 Senior Notes (attached hereto as Exhibit 4.2 and incorporated herein by reference), the Forty-First Supplemental Indenture, dated as of March 7, 2024 with respect to the 2034 Senior Notes (attached hereto as Exhibit 4.3 and incorporated herein by reference), the Forty-Second Supplemental Indenture, dated as of March 7, 2024 with respect to the 2039 Senior Notes (attached hereto as Exhibit 4.4 and incorporated herein by reference), the Forty-Third Supplemental Indenture, dated as of March 7, 2024 with respect to the 2044 Senior Notes (attached hereto as Exhibit 4.5 and incorporated herein by reference), the Forty-Fourth Supplemental Indenture, dated as of March 7, 2024 with respect to the 2054 Senior Notes (attached hereto as Exhibit 4.6 and incorporated herein by reference) and the Forty-Fifth Supplemental Indenture, dated as of March 7, 2024 with respect to the 2059 Senior Notes (attached hereto as Exhibit 4.7 and incorporated herein by reference).
The Senior Notes were offered and sold pursuant to the shelf registration statement on Form S-3 (File No. 333-268442), filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 17, 2022, and a prospectus supplement related to the Senior Notes dated March 1, 2024 (filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933).
| Item 8.01. | Other Events |
On March 1, 2024, the Company entered into (i) an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) and (ii) a pricing agreement (attached hereto as Exhibit 1.2 and incorporated herein by reference) (the “Pricing Agreement”) relating to the sale of the Senior Notes, each among the Company and Mizuho Securities USA LLC, Morgan Stanley & Co. International plc, SMBC Nikko Securities America, Inc., and Merrill Lynch International, as representatives of the several underwriters named in Schedule I to the Pricing Agreement.
A copy of the opinion letter of Willkie Farr & Gallagher LLP, relating to the validity of the Senior Notes is attached as Exhibit 5.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
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.
| METLIFE, INC. | ||||||
| Date: March 7, 2024 | By: | /s/ Tamara L. Schock | ||||
| Name: | Tamara L. Schock | |||||
| Title: | Executive Vice President and Chief Accounting Officer | |||||