UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): August 12, 2008
METLIFE, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-15787
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13-4075851 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 200 Park Avenue, New York, New York
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10166-0188 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
212-578-2211
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 3.03. MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.
The information set forth and the exhibits identified in Item
8.01 are incorporated herein by reference.
ITEM 8.01. OTHER EVENTS.
On
August 12, 2008, MetLife, Inc., a Delaware corporation (the “Company”), entered into a Pricing
Agreement (the “Pricing Agreement”) with Banc of America Securities LLC, Barclays Capital Inc. and
the other institutions named therein (the “Remarketing Agents”) and The Bank of New York Mellon
Trust Company, N.A., as Purchase
Contract Agent (the “Purchase Contract Agent”), relating to the remarketing
of debt securities constituting part of the Company’s 6.375% Common Equity Units
(the “Units”). The Pricing Agreement was entered into
pursuant to the Remarketing Agreement dated July 11, 2008, among the Company,
the Remarketing Agents and the Purchase Contract Agent and sets forth the terms upon which $1,029,805,000
aggregate principal amount of such debt
securities were remarketed on behalf of the holders of
Units. The Pricing Agreement is attached hereto as Exhibit 99.1 and
is incorporated herein by reference. On August 15, 2008, the
remarketing was successfully concluded, and the debt securities were
denominated the Company’s 6.817% Senior Debt Securities,
Series A, Due 2018 (the “Series A Debentures”). A
form of the securities certificate representing the Series A
Debentures is attached hereto as Exhibit 4.1 and is incorporated herein
by reference. The Series A Debentures were issued pursuant to an
Indenture and First Supplemental Indenture dated as of June 21, 2005
between the Company and the Bank of New York Mellon Trust Company,
N.A. (as successor in interest to J.P. Morgan Trust Company, National
Association), as Trustee (the “Trustee”), as supplemented
by the Sixth Supplemental Indenture, dated as of August 7, 2008,
between the Company and the Trustee, and have terms described in the
Company’s Prospectus Supplement relating to the remarketing dated August 12, 2008, filed with the
Securities and Exchange Commission on August 14, 2008 pursuant to
Rule 424(b)(5) under the Securities Act of 1933, as amended.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable
(b) Not applicable
(c) Not applicable
(d) Exhibits
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4.1 |
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Form of security certificate representing MetLife,
Inc.’s 6.817% Senior Debt Securities, Series A, Due 2018
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99.1 |
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Pricing Agreement dated August 12, 2008 among MetLife, Inc.,
Banc of America Securities LLC and Barclays Capital Inc., as
Remarketing Agents, the other Remarketing Agents named therein and
The Bank of New York Mellon Trust Company, N.A., as Purchase Contract
Agent |