Filed pursuant to Rule 433
June 3, 2024
Relating to
Preliminary Prospectus Supplement dated June 3, 2024 to
Prospectus dated November 17, 2022
Registration Statement No. 333-268442
MetLife, Inc.
$500,000,000 5.300% Senior Notes due 2034
Final Term Sheet
June 3, 2024
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 June 3, 2024 (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: | 5.300% Senior Notes due 2034 | |
| Anticipated Ratings (Outlook)*: | A3 (Stable) / A- (Stable) / A- (Stable) (Moody’s / S&P / Fitch) | |
| Aggregate Principal Amount: | $500,000,000 | |
| Price to the Public: | 99.584% of principal amount, plus accrued interest, if any, from June 5, 2024 | |
| Gross Underwriting Discount: | 0.450% | |
| Proceeds to Issuer Before Expenses: | $495,670,000 | |
| Maturity Date: | December 15, 2034 | |
| Trade Date: | June 3, 2024 | |
| Settlement Date**: | June 5, 2024 (T+2) | |
| Interest Payment Dates: | Semi-annually on June 15 and December 15 of each year, beginning on December 15, 2024 | |
| Coupon: | 5.300% | |
| Benchmark Treasury: | UST 4.375% due May 15, 2034 | |
| Spread to Benchmark Treasury: | UST + 95 bps | |
| Benchmark Treasury Price / Yield: | 99-25 / 4.402% | |
| Yield to Maturity: | 5.352% | |
| Denominations: | $2,000 and integral multiples of $1,000 in excess thereof | |
| Ranking: | Senior Unsecured | |
| Par Call Date: | September 15, 2034 | |
| Make-Whole Call: | UST + 15 bps | |
| CUSIP: | 59156RCN6 | |
| ISIN: | US59156RCN61 | |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. Wells Fargo Securities, LLC | |
| Senior Co-Managers: | Barclays Capital Inc. BofA Securities, Inc. BNP Paribas Securities Corp. J.P. Morgan Securities LLC Mizuho Securities USA LLC Morgan Stanley & Co. LLC TD Securities (USA) LLC | |
| Co-Managers: | Santander US Capital Markets LLC Scotia Capital (USA) Inc. SG Americas Securities, LLC U.S. Bancorp Investments, Inc. | |
| Junior Co-Managers: | Drexel Hamilton, LLC Penserra Securities LLC Stern Brothers & Co. | |
| * | 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. |
| ** | It is expected that delivery of the Notes will be made on or about June 5, 2024, which will be the second business day (T+2) following the date hereof. Under Rule 15c6-1 under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in one business day (T+1), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes more than one business day prior to the scheduled settlement date will be required, by virtue of the fact that the Notes will initially settle in T+2, to specify an alternative settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes more than one business day prior to the scheduled settlement date should consult their own advisors. |
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 Citigroup Global Markets Inc. toll-free at +1 (800) 831-9146, Goldman Sachs & Co. LLC toll-free at +1 (866) 471-2526, Deutsche Bank Securities Inc. at +1 (800) 503-4611, HSBC Securities (USA) Inc. toll-free at +1 (866) 811-8049 or Wells Fargo Securities, LLC toll-free at +1 (800) 645-3751.
2