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): November 9, 2015
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 |
(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 |
(Address of Principal Executive Offices) |
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(Zip Code) |
212-578-9500
(Registrants 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:
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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 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On November 13, 2015, MetLife, Inc. (the Company) issued $500,000,000 aggregate principal amount of its 3.600% Senior Notes
due 2025 (the 2025 Senior Notes) and $750,000,000 aggregate principal amount of its 4.600% Senior Notes due 2046 (the 2046 Senior Notes, and together with the 2025 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 Companys 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 in interest 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 Twenty-Eighth
Supplemental Indenture, dated as of November 13, 2015, with respect to the 2025 Senior Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference), and as supplemented by the Twenty-Ninth Supplemental Indenture, dated as of
November 13, 2015, with respect to the 2046 Senior Notes (attached hereto as Exhibit 4.2 and incorporated herein by reference).
The
Senior Notes were offered and sold pursuant to the shelf registration statement on Form S-3 (File No. 333-192366), filed with the U.S. Securities and Exchange Commission (the Commission) on November 15, 2013, and a prospectus
supplement related to the Senior Notes dated November 9, 2015 (filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933).
On November 9, 2015, the Company entered into (i) an
underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) (the Underwriting Agreement) 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 Deutsche Bank Securities Inc., Barclays Capital Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the several
underwriters named in Schedule I to the Pricing Agreement (the Underwriters).
A copy of the opinion letter of Willkie
Farr & Gallagher LLP, relating to the validity of the Senior Notes is filed as Exhibit 5.1 hereto.
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Item 9.01. |
Financial Statements and Exhibits. |
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1.1 |
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Underwriting Agreement, dated November 9, 2015, among the Company and the representatives of the Underwriters. |
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1.2 |
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Pricing Agreement, dated November 9, 2015, among the Company and the representatives of the Underwriters. |
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4.1 |
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Twenty-Eighth Supplemental Indenture, dated as of November 13, 2015, between the Company and the Trustee. |
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4.2 |
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Twenty-Ninth Supplemental Indenture, dated as of November 13, 2015, between the Company and the Trustee. |
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4.3 |
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Form of 2025 Senior Note (included as Exhibit A to Exhibit 4.1 above). |
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4.4 |
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Form of 2046 Senior Note (included as Exhibit A to Exhibit 4.2 above). |
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5.1 |
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Opinion Letter of Willkie Farr & Gallagher LLP relating to the validity of the Senior Notes. |
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12.1 |
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Statement re: Computation of Ratios of Earnings to Fixed Charges. |
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23.1 |
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Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above). |
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SIGNATURES
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.
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METLIFE, INC. |
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By: |
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/s/ Timothy J. Ring |
Name: |
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Timothy J. Ring |
Title: |
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Senior Vice President and Secretary |
Date: November 13, 2015
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EXHIBIT INDEX
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EXHIBIT NUMBER |
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EXHIBIT |
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1.1 |
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Underwriting Agreement, dated November 9, 2015, among the Company and the representatives of the Underwriters. |
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1.2 |
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Pricing Agreement, dated November 9, 2015, among the Company and the representatives of the Underwriters. |
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4.1 |
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Twenty-Eighth Supplemental Indenture, dated as of November 13, 2015, between the Company and the Trustee. |
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4.2 |
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Twenty-Ninth Supplemental Indenture, dated as of November 13, 2015, between the Company and the Trustee. |
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4.3 |
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Form of 2025 Senior Note (included as Exhibit A to Exhibit 4.1 above). |
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4.4 |
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Form of 2046 Senior Note (included as Exhibit A to Exhibit 4.2 above). |
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5.1 |
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Opinion Letter of Willkie Farr & Gallagher LLP relating to the validity of the Senior Notes. |
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12.1 |
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Statement re: Computation of Ratios of Earnings to Fixed Charges. |
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23.1 |
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Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above). |
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Exhibit 1.1
METLIFE, INC.
DEBT SECURITIES
UNDERWRITING AGREEMENT
November 9, 2015
To the Representatives of
the several
Underwriters named in the respective
Pricing
Agreements hereinafter described
Ladies and Gentlemen:
From time to time, MetLife, Inc., a Delaware corporation (the Company), proposes to enter into one or more Pricing
Agreements (each a Pricing Agreement) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine and, subject to the terms and conditions stated herein and therein, to issue and sell to
the firms named in Schedule I to the applicable Pricing Agreement (the Underwriters with respect to such Pricing Agreement and the securities specified therein) the principal amount of its securities or aggregate number of shares
identified in Schedule I to the applicable Pricing Agreement (the Securities with respect to such Pricing Agreement).
The terms and rights of any particular issuance of Securities shall be as specified in the Pricing Agreement relating thereto and in or
pursuant to the Senior Indenture as specified in such Pricing Agreement as supplemented by the Twenty-Eighth Supplemental Indenture and the Twenty-Ninth Supplemental Indenture, as applicable, each to be dated November 13, 2015 (the Senior
Indenture as so supplemented, the Indenture), or the Amended and Restated Certificate of Incorporation of the Company (including the applicable Certificate of Designation), as applicable (each a Securities
Agreement), and identified in such Pricing Agreement.
Particular sales of Securities may be made from time to time to the
Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Pricing Agreement relating thereto will act as representatives (the Representatives). The term
Representatives also refers to a single firm acting as sole representative of the Underwriters and to Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as
an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters
to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Securities specified therein.
Each Pricing Agreement shall specify the aggregate principal amount of such Securities or the
total number of shares, as the case may be, the initial public offering price of such Securities, the purchase price to the Underwriters of such Securities, the names of the Underwriters of such Securities, the names of the Representatives of such
Underwriters and the principal amount or number of shares, as the case may be, of such Securities to be purchased by each Underwriter. In addition, such Pricing Agreement shall set forth the date, time and manner of delivery of such Securities and
payment therefor. Such Pricing Agreement shall also specify (in a manner not inconsistent with the applicable Securities Agreements and the registration statement and prospectus with respect thereto) the terms of such Securities. A Pricing Agreement
shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted.
The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.
1. Representations
and Warranties. The Company represents and warrants to the Underwriters, and agrees with each of the Underwriters that, unless otherwise specified, as of the date hereof, as of the Applicable Time (as defined below) and as of the Closing Date
(as defined below), as follows:
(a) The Company has filed with the Securities and Exchange Commission (the
Commission) a registration statement on Form S-3 (No. 333-192366) under the Securities Act of 1933, as amended (the Act), which has become effective, for the registration under the Act of the Securities. The
Company meets the requirements for use of Form S-3 under the Act. The Company proposes to file with the Commission pursuant to Rule 424 under the Act a supplement or supplements to the form of prospectus included in such registration statement
relating to the Securities and the plan of distribution thereof. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the Registration Statement; the
Registration Statement at the time it originally became effective is herein called the Original Registration Statement; such prospectus in the form in which it appears in the Original Registration Statement is hereinafter called
the Base Prospectus; and such supplemented form of prospectus, in the form in which it shall first be filed with the Commission pursuant to Rule 424 (including the Base Prospectus as so supplemented), is hereinafter called the
Final Prospectus. Any preliminary form of the Final Prospectus which has heretofore been filed pursuant to Rule 424 is hereinafter called a Preliminary Prospectus. Any reference herein to the Registration
Statement, the Base Prospectus, any Preliminary Prospectus, the
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Pricing Prospectus (as defined below) or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which
were filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), on or before the date of this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the
Final Prospectus, as the case may be; and any reference herein to the terms amend, amendment or supplement with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing
Prospectus or the Final Prospectus shall be deemed to refer to and include any document filed under the Exchange Act after the date of this Agreement, or the issue date of the Base Prospectus, any Preliminary Prospectus, the Pricing Prospectus or
the Final Prospectus, as the case may be, deemed to be incorporated therein by reference; each Preliminary Prospectus, the Pricing Prospectus and the prospectuses filed as part of the Registration Statement as originally filed or as part of any
amendment thereto, or filed pursuant to Rule 424 under the Act, complied when so filed in all material respects with the Act and the rules thereunder and each Preliminary Prospectus, the Pricing Prospectus and the Final Prospectus delivered to the
Representatives for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system, except to
the extent permitted by Regulation S-T.
(b) (i) The Registration Statement, as amended as of any such time, and the Final
Prospectus, as amended or supplemented as of any such time, and, in the case of Securities issued pursuant to the Indenture, such Indenture, will comply in all material respects with the applicable requirements of the Act, the Exchange Act and the
Trust Indenture Act of 1939, as amended (the Trust Indenture Act), as applicable, and the respective rules thereunder;
(ii) (A) The Registration Statement does not and will not, as of the applicable effective date as to each part of the
Registration Statement, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading and (B) the Final Prospectus does not
and will not, as of its date and as of its filing date, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided, however, that for each of (A) and (B), the Company makes no representations or warranties as to (i) that part of the Registration Statement which
shall constitute the trustees Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act or (ii) the information contained in or omitted from the Registration Statement or the
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Final Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished in writing to the Company by such Underwriter expressly for use in the Registration
Statement and the Final Prospectus;
(iii) As of the Applicable Time, the Issuer Free Writing Prospectus(es) (as defined
below) listed on Schedule 1 hereto, if any, the Pricing Prospectus (as defined below), and the final term sheet relating to the Securities set forth as Schedule II to the Pricing Agreement (the Final Term Sheet), all considered
together (collectively, the Disclosure Package), will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; and
(iv) As of the Applicable Time, each Issuer Free Writing Prospectus listed
on Schedule 1 hereto, if any, and Schedule 2 hereto will not conflict with the information contained or incorporated by reference in the Registration Statement or the Disclosure Package, and each such Issuer Free Writing Prospectus, as supplemented
by and taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, in each case as of the Applicable Time, will not include any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, it is understood and agreed that in no event shall any such Issuer Free Writing Prospectus, including
but not limited to any electronic roadshow, be listed on Schedule 1 hereto and Schedule 2 hereto unless the Company (i) has consented to the use thereof and (ii) shall have approved its contents before any such use, in each
case in accordance with the provisions of this Agreement.
As used in this subsection and elsewhere in this Underwriting Agreement:
Applicable Time means 4:25 p.m. (Eastern Time) on November 9, 2015 or such other time as agreed by the
Company and the Representatives and stated in the applicable Pricing Agreement.
Issuer Free Writing
Prospectus means any issuer free writing prospectus, as defined in Rule 433 under the Act (Rule 433), relating to the Securities.
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Pricing Prospectus means the Base Prospectus, as amended or
supplemented (including by any Preliminary Prospectus) immediately prior to the Applicable Time.
(c) At the time
the Company or another offering participant first made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Securities, the Company was not an ineligible issuer as defined in Rule 405 under the Act.
(d) (i) At the time of filing the Original Registration Statement, (ii) at the time of the most
recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of
prospectus), (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) relied on the exemption of Rule 163 under the Act and (iv) as of the
date of this Agreement, the Company was and is a well-known seasoned issuer as defined in Rule 405 under the Act. The Registration Statement is an automatic shelf registration statement, as defined in Rule 405 under
the Act, that automatically became effective not more than three years prior to the date hereof; the Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to use of the automatic shelf
registration statement and the Company has not otherwise ceased to be eligible to use the automatic shelf registration statement. The Company has paid or shall pay the required Commission filing fees relating to the Securities within the time
required by Rule 456(b)(1) under the Act and otherwise in accordance with Rules 456(b) and 457(r) under the Act.
(e)
Each document incorporated or deemed to be incorporated by reference in the Registration Statement, the Disclosure Package and the Final Prospectus, when they became effective or at the time they were or hereafter are filed with the Commission,
complied and will comply in all material respects with the Act or the Exchange Act, as applicable.
(f) Neither the Company
nor any Significant Subsidiary (as defined below) of the Company has sustained since the date of the latest audited financial statements included or incorporated by reference in the Disclosure Package any loss or interference material to the
business of the Company and its subsidiaries considered as a whole, other than as described in or contemplated by the Disclosure Package, from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree; and, since the respective dates as of which information is given in the Disclosure Package, other than as described or contemplated in the Disclosure Package, there has not been any
(i) material addition, or development involving a
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prospective material addition, to the liability of any Significant Subsidiary for future policy benefits, policyholder account balances and other claims, other than in the ordinary course of
business, (ii) material decrease in the surplus of any Significant Subsidiary or material change in the capital stock or other ownership interests (other than issuances of common stock upon the exercise of outstanding employee stock
options or pursuant to existing employee compensation plans or on the conversion or exchange of convertible or exchangeable securities outstanding on the date of the applicable Pricing Agreement) of the Company or any Significant Subsidiary or any
material increase in the long-term debt of the Company or its subsidiaries, considered as a whole, or (iii) material adverse change, or development involving a prospective material adverse change, in or affecting the business, financial
position, reserves, surplus, equity or results of operations (in each case considered either on a statutory accounting or U.S. generally accepted accounting principles (GAAP) basis, as applicable) of the Company and its
subsidiaries considered as a whole. As of December 31, 2014, the subsidiaries of the Company that would qualify as a Significant Subsidiary of the Company under Regulation S-X were Metropolitan Life Insurance Company
(MLIC), MetLife Insurance Company USA, MetLife Insurance K.K. and American Life Insurance Company, and each of such subsidiaries will be considered a Significant Subsidiary for purposes of this Agreement.
(g) The Company and each Significant Subsidiary has good and marketable title in fee simple to all material real property and
good and marketable title to all material personal property owned by it, in each case free and clear of all liens, encumbrances and defects that materially interfere with the use made and proposed to be made of such property by the Company or any
Significant Subsidiary, except such as are described in the Disclosure Package or such as would not have a material adverse effect on the business, financial position, equity, reserves, surplus or results of operations of the Company and its
subsidiaries, considered as a whole (Material Adverse Effect), and any material real property and material buildings held under lease by the Company or any of its subsidiaries are held under valid, subsisting and enforceable
leases with such exceptions that do not materially interfere with the use made and currently proposed to be made of such property and buildings by the Company or any Significant Subsidiary.
(h) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the
State of Delaware, with power and authority (corporate and other) to own its properties and conduct its business as described in the Disclosure Package and has been duly qualified as a foreign corporation for the transaction of business and is in
good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification and good standing, except to
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the extent that the failure to be so qualified and in good standing would not have a Material Adverse Effect; MLIC was duly converted from a mutual life insurance company to a stock life
insurance company on April 7, 2000 in accordance with the Plan of Reorganization of MLIC under Section 7312 of the New York Insurance Law; each Significant Subsidiary is validly existing as a corporation and is in good standing under the
laws of its jurisdiction of incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Disclosure Package; and each Significant Subsidiary is duly qualified as a foreign
corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification and good standing, except to the
extent that the failure to be so qualified and in good standing would not have a Material Adverse Effect.
(i) The Company
has the corporate power and authority to execute and deliver this Agreement, the applicable Pricing Agreement with respect to the applicable Securities, the applicable Securities Agreement and the Securities and to consummate the transactions
contemplated hereby and thereby.
(j) The Company has an authorized capitalization as set forth and described in the
Disclosure Package, and all of the issued shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable; none of the outstanding shares of capital stock of the Company was issued in
violation of the preemptive or other similar rights of any securityholder of the Company; except as disclosed in the Disclosure Package, there are no outstanding options or warrants to purchase, or any preemptive rights or other rights to subscribe
for or to purchase, any securities or obligations convertible into or any contracts or commitments to sell shares of the Companys capital stock or any such options, rights, warrants, convertible securities or obligations; the description of
the Companys stock option plans and the options or other rights granted and exercised thereunder set forth in the Disclosure Package accurately and fairly describe the information required to be shown with respect to such plans, arrangements,
options and rights; except as disclosed in the Disclosure Package, there are no rights of any person, corporation or other entity to require registration of any shares of common stock or any other securities of the Company in connection with the
filing of the Registration Statement and the issuance and sale of the Securities to the Underwriters pursuant to this Agreement and the applicable Pricing Agreement; all of the issued shares of capital stock or other ownership interests of MLIC have
been duly authorized and validly issued, are fully paid and nonassessable and are owned directly or indirectly by the Company free and clear of all liens, encumbrances, equities or claims.
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(k) The Securities have been duly authorized and, when the Securities are issued
and delivered pursuant to this Agreement and the applicable Pricing Agreement, such Securities will have been duly executed, authenticated, issued and delivered (assuming their due authorization by the trustee and, in the case of Securities
representing capital stock of the Company, will be fully paid and nonassessable) and will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, and will be entitled to the
benefits provided by the applicable Securities Agreements; such Securities Agreements have been duly authorized, executed and delivered by the Company and, in the case of Securities issued pursuant to an Indenture, such Indenture has been duly
qualified under the Trust Indenture Act and, on the Closing Date for any Securities, each Securities Agreement will constitute a valid and legally binding agreement of the Company (assuming authentication and delivery by the trustee, where
applicable), enforceable against the Company in accordance with its terms, subject, as to enforcement, bankruptcy, insolvency, fraudulent transfer, moratorium and other similar laws relating to or affecting creditors rights generally and to
general principles of equity; and the Securities will be substantially in the form contemplated by the applicable Securities Agreements, and the Securities and the applicable Securities Agreements conform in all material respects to the descriptions
thereof contained in the Disclosure Package and the Final Prospectus.
(l) Each Significant Subsidiary that is required to
be organized or licensed as an insurance company in its jurisdiction of incorporation (each, an Insurance Subsidiary and collectively, the Insurance Subsidiaries) is licensed as an insurance company in its
respective jurisdiction of incorporation and is duly licensed or authorized as an insurer in each other jurisdiction where it is required to be so licensed or authorized to conduct its business, in each case with such exceptions as would not have,
individually or in the aggregate, a Material Adverse Effect; except as otherwise described in the Disclosure Package, each Insurance Subsidiary has all other approvals, orders, consents, authorizations, licenses, certificates, permits, registrations
and qualifications (collectively, the Approvals) of and from all insurance regulatory authorities to conduct its business, with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect; there
is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or investigation that could reasonably be expected to lead to any revocation, termination or suspension of any such Approval, the revocation, termination or
suspension of which would have, individually or in the aggregate, a Material Adverse Effect; and, to the knowledge of the Company, no insurance regulatory agency or body has issued any order or decree impairing, restricting or prohibiting the
payment of dividends by any Insurance Subsidiary to its parent which would have, individually or in the aggregate, a Material Adverse Effect.
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(m) The Company and each Significant Subsidiary has all necessary Approvals of
and from, and has made all filings, registrations and declarations (collectively, the Filings) with, all insurance regulatory authorities, all Federal, state, local and other governmental authorities, all self-regulatory
organizations and all courts and other tribunals, which are necessary to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Disclosure Package, except where the failure to have such
Approvals or to make such Filings would not have, individually or in the aggregate, a Material Adverse Effect; to the knowledge of the Company, the Company and each Significant Subsidiary is in compliance with all applicable laws, rules,
regulations, orders, by-laws and similar requirements, including in connection with registrations or memberships in self-regulatory organizations, and all such Approvals and Filings are in full force and effect and neither the Company nor any
Significant Subsidiary has received any notice of any event, inquiry, investigation or proceeding that would reasonably be expected to result in the suspension, revocation or limitation of any such Approval or otherwise impose any limitation on the
conduct of the business of the Company or any Significant Subsidiary, except as described in the Disclosure Package or except for any such non-compliance, suspension, revocation or limitation which would not have, individually or in the aggregate, a
Material Adverse Effect.
(n) Each Insurance Subsidiary is in compliance with and conducts its businesses in conformity
with all applicable insurance laws and regulations of its respective jurisdiction of incorporation and the insurance laws and regulations of other jurisdictions which are applicable to it, in each case with such exceptions as would not have,
individually or in the aggregate, a Material Adverse Effect.
(o) Each Significant Subsidiary which is engaged in the
business of acting as a broker-dealer or an investment advisor (respectively, a Broker-Dealer Subsidiary and an Investment Advisor Subsidiary) is duly licensed or registered as a broker-dealer or investment
advisor, as the case may be, in each jurisdiction where it is required to be so licensed or registered to conduct its business, in each case, with such exceptions as would not have, individually or in the aggregate, a Material Adverse Effect; each
Broker-Dealer Subsidiary and each Investment Advisor Subsidiary has all other necessary Approvals of and from all applicable regulatory authorities, including any self-regulatory organization, to conduct its businesses, in each case with such
exceptions, as would not have, individually or in the aggregate, a Material Adverse Effect; except as otherwise described in the Disclosure Package, none of the Broker-Dealer Subsidiaries or Investment Advisor Subsidiaries has received any
notification from any applicable regulatory authority to the effect that any additional Approvals from such regulatory authority are needed to be obtained by such subsidiary in any case where it could be reasonably expected that (x) any
of the Broker-Dealer
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Subsidiaries or Investment Advisor Subsidiaries would in fact be required either to obtain any such additional Approvals or cease or otherwise limit engaging in a certain business and
(y) the failure to have such Approvals or limiting such business would have a Material Adverse Effect; and each Broker-Dealer Subsidiary and each Investment Advisor Subsidiary is in compliance with the requirements of the broker-dealer
and investment advisor laws and regulations of each jurisdiction which are applicable to such subsidiary, and has filed all notices, reports, documents or other information required to be filed thereunder, in each case with such exceptions as would
not have, individually or in the aggregate, a Material Adverse Effect.
(p) The issue and sale of the Securities pursuant
to any Pricing Agreement, and compliance by the Company with all of the provisions of the Securities, the applicable Securities Agreements, this Agreement and any Pricing Agreement, and the consummation of the transactions herein and therein
contemplated, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement, or other written agreement or similar instrument to
which the Company or any Significant Subsidiary is a party or by which the Company or any Significant Subsidiary is bound or to which any of the property or assets of the Company or any Significant Subsidiary is subject, or which affects the
validity, performance or consummation of the transactions contemplated by this Agreement, nor will such action result in any violation of any statute or any order, rule or regulation of any court or insurance regulatory authority or other
governmental agency or body having jurisdiction over the Company or any Significant Subsidiary or any of their properties, in each case other than such breaches, conflicts, violations, or defaults which individually or in the aggregate, would not
have a Material Adverse Effect and would not adversely affect the validity or performance of the Companys obligations under the Securities, the applicable Securities Agreements, this Agreement and any Pricing Agreement; nor will such action
result in any violation of the provisions of the certificate of incorporation or by-laws or other charter documents of the Company or any Significant Subsidiary; and no Approval of or Filing with any such court or insurance regulatory authority or
other governmental agency or body is required for the issue or sale of the Securities, except, assuming the accuracy of the Underwriters representation in Section 9 of this Agreement, (i) the registration under the Act of the
Securities which registration has become effective and (ii) such Approvals or Filings as may be required under the Trust Indenture Act or state securities or Blue Sky laws in connection with the purchase and distribution of the
Securities by the Underwriters.
(q) Other than as set forth in the Disclosure Package, there are no legal or governmental
proceedings pending to which the Company or any of its
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subsidiaries is a party or to which any property of the Company or any of its subsidiaries is subject, challenging the transactions contemplated by this Agreement and the applicable Pricing
Agreement or which, if determined adversely to the Company or its subsidiaries, could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or would materially and adversely affect the ability of the Company to
perform its obligations under the Securities Agreements or this Agreement; and, to the knowledge of the Company, no such proceedings are threatened or contemplated by governmental authorities or threatened by others other than as set forth in the
Disclosure Package.
(r) Neither the Company nor any Significant Subsidiary is in violation of any of its certificate of
incorporation or by-laws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which it is a
party or by which it is bound or to which any of its property or assets is subject, which violation or default would have, individually or in the aggregate, a Material Adverse Effect.
(s) The statements set forth in each of the Disclosure Package and the Final Prospectus under the captions Description of
Debt Securities and Description of the Senior Notes, insofar as they purport to constitute a summary of the terms of the Securities, fairly summarize such terms in all material respects. The discussion set forth in each of the
Disclosure Package and the Final Prospectus under the caption Certain Material U.S. Federal Income Tax Considerations, fairly summarizes in all material respects (subject to the limitations and qualifications set forth therein) the
material United States federal income tax consequences of the acquisition, ownership and disposition of the Securities.
(t) Other than as disclosed in the Disclosure Package, the financial statements of the Company and its consolidated
subsidiaries included or incorporated by reference in the Disclosure Package, together with the related schedules and notes, comply in all material respects with the requirements of the Act and the Exchange Act, as applicable, and present fairly in
all material respects the financial position, the results of operations and the changes in cash flows of such entities in conformity with GAAP at the respective dates or for the respective periods to which they apply; and such financial statements
and related notes and schedules, if any, have been prepared in accordance with GAAP consistently applied throughout the periods involved.
(u) Deloitte & Touche LLP, which has audited certain consolidated financial statements of the Company and its
subsidiaries, is an Independent Registered Public Accounting Firm as required by the Act and the rules and regulations of the Commission thereunder.
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(v) Neither the Company nor any Significant Subsidiary is, or after giving effect
to the issue and sale of the Securities pursuant to any Pricing Agreement will be, an investment company, as such term is defined in the Investment Company Act of 1940, as amended (the Investment Company Act), and the
rules and regulations thereunder, although certain separate accounts of MLIC and of certain Insurance Subsidiaries are required to register as investment companies under the Investment Company Act.
(w) This Agreement and the applicable Pricing Agreement with respect to the applicable Securities have been duly authorized,
executed and delivered by the Company.
(x) None of the Company or its subsidiaries or, to the best of their knowledge, any
of their directors, officers or affiliates, has taken or will take, directly or indirectly, any action designed to, or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Securities in violation
of Regulation M under the Exchange Act.
(y) The Company maintains a system of internal control over financial reporting
(as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Companys principal executive officer and principal financial officer, or under their
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. As disclosed in the Companys Annual Report on Form 10-K
for the year ended December 31, 2014, as updated by the Companys Current Report on Form 8-K filed on May 21, 2015, the Companys internal control over financial reporting was effective as of December 31, 2014 and the
Company is not aware of any material weaknesses in its internal control over financial reporting.
(z) The Company and its
consolidated subsidiaries employ disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms, and is accumulated and communicated to the Companys management, including its
principal executive officer or officers and principal financial officer or officers, as appropriate, to allow timely decisions regarding disclosure. As disclosed in the Companys Quarterly Report on Form 10-Q for the quarterly period ended
September 30,
12
2015, the Companys disclosure controls and procedures were effective as of September 30, 2015 and the Company is not aware of any material weaknesses in its disclosure controls and
procedures.
(aa) No stop order suspending the effectiveness of the Registration Statement has been issued under the Act
and the Registration Statement is not the subject of a pending proceeding or examination under Section 8(d) or 8(e) of the Act, the Company is not the subject of a pending proceedings under Section 8A of the Act in connection with the
offering of the Securities and any request on the part of the Commission for additional information has been complied with.
(bb) Except as would not individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:
(1) all tax returns required to be filed by the Company or any of its subsidiaries have been timely filed, (2) (x) all taxes (whether imposed directly or through withholding) including any interest, fine, sales
and use taxes, all taxes which the Company and each of its subsidiaries is obligated to withhold from amounts owing to employees, creditors and third parties with respect to the period covered by such tax returns, additions to tax, or penalties
applicable thereto due or claimed to be due from such entities have been timely paid, and (y) no deficiency assessment with respect to a proposed adjustment of the Company or its subsidiaries federal, state, local or foreign taxes
is pending or, to the best of the Company or its subsidiaries knowledge, threatened, in each case of (x) and (y), other than such taxes or adjustments that are being contested in good faith or for which adequate reserves have been
provided, and (3) to the Company and its subsidiaries knowledge, there is no tax lien, whether imposed by any federal, state, foreign or other taxing authority, outstanding against the assets, properties or business of the Company
or its subsidiaries.
2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and
warranties set forth herein, the Company agrees, as of the date hereof and as of the Applicable Time, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, as of the date hereof and as of the Applicable Time, to
purchase from the Company, at the purchase price set forth in Schedule III of the applicable Pricing Agreement, the principal amount of the Securities set forth opposite such Underwriters name in Schedule I to the applicable Pricing Agreement.
3. Delivery and Payment. Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the
form acceptable to the Representatives, shall be delivered by or on behalf of the Company to Deutsche Bank Securities Inc. for the account of such Underwriter at the office, on the date and at the time specified in the applicable Pricing Agreement
(or such later date not later than five business days after such specified date as the Representatives shall designate), which date
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and time may be postponed by agreement between the Representatives and the Company or as provided in Section 8 hereof (such date and time of delivery and payment for the Securities being
herein called the Closing Date). Delivery of the Securities shall be made to the Underwriters for the respective accounts of the several Underwriters against payment by Deutsche Bank Securities Inc. of the purchase price thereof
by wire transfer of Federal (same-day) funds to the account specified by the Company or as otherwise set forth in the applicable Pricing Agreement. The Company shall cause the Securities to be delivered by book-entry transfer through the facilities
of DTC in such manner and in such amounts as Deutsche Bank Securities Inc. shall direct.
4. Company Covenants. The Company agrees
with each of the Underwriters of any Securities:
(a) To prepare the Final Prospectus as amended and supplemented in
relation to the applicable Securities in a form approved by the Representatives and to file timely such Final Prospectus pursuant to Rule 424(b) under the Act; to make no further amendment or any supplement to the Registration Statement or Final
Prospectus as amended or supplemented after the Applicable Time and prior to the Closing Date for such Securities unless the Representatives for such Securities shall have had a reasonable opportunity to review and comment upon any such amendment or
supplement prior to any filing thereof; to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Final
Prospectus or any amended Final Prospectus has been filed and to furnish the Representatives with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Securities and, during such same period, to advise the Representatives,
promptly after it receives notice thereof, of (i) the issuance by the Commission of any stop order or of any order preventing or suspending the use of the Final Prospectus, (ii) the suspension of the qualification of such
Securities for offering or sale in any jurisdiction or of the initiation or threatening of any proceeding for any such purpose, or (iii) any request by the Commission for the amending or supplementing of the Registration Statement or
Final Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of the Final Prospectus or suspending any such qualification, promptly to use its best efforts to
obtain the withdrawal of such order;
(b) To give the Representatives notice of its intention to make any filing pursuant
to the Exchange Act or the regulations of the Commission thereunder from the Applicable Time to the Closing Date and to furnish the Representatives
14
with copies of any such documents a reasonable amount of time prior to such proposed filing. The Company shall prepare the Final Term Sheet and file such Final Term Sheet as an Issuer Free
Writing Prospectus within two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use
or file any such document to which the Representatives or counsel to the Representatives shall object;
(c) Promptly from
time to time to take such action as the Representatives may reasonably request to qualify such Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may reasonably request and to comply with such
laws so as to permit the continuance of sales and dealings therein in such jurisdictions for so long as may be necessary to complete the distribution of such Securities, provided that in connection therewith the Company shall not be required
to qualify as a foreign corporation, to file a general consent to service of process in any jurisdiction or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise subject;
(d) To furnish to the Representatives a copy of each proposed Issuer Free Writing Prospectus prepared by or on behalf of, used
by, or referred to by the Company and not to use or refer to any proposed Issuer Free Writing Prospectus to which the Representatives reasonably object; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs
an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package, the Final Prospectus or any Preliminary Prospectus
or, when taken together with the Disclosure Package and any other such Issuer Free Writing Prospectus, included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Representatives and, if requested by the Representatives, to promptly amend or supplement, at its own expense, such
Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in
reliance upon and in conformity with information furnished in writing to the Company by any Underwriter expressly for use therein;
(e) To furnish the Underwriters with copies of any Issuer Free Writing Prospectus or the Final Prospectus in such quantities as
the Representatives may from time to time reasonably request, and if, at any time prior to the earlier of (i) the completion of the initial distribution by each of the Underwriters of the Securities purchased by such Underwriter under
this Agreement and (ii) the
15
expiration of nine months after the date of the Final Prospectus, any event shall have occurred as a result of which any Issuer Free Writing Prospectus or the Final Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Issuer Free Writing
Prospectus or the Final Prospectus were delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement any Issuer Free Writing Prospectus or the Final Prospectus or to file under the Exchange
Act any document incorporated by reference in any Issuer Free Writing Prospectus or the Final Prospectus in order to comply with the Act or the Exchange Act, (i) to notify the Representatives and (ii) upon their request to
prepare and furnish without charge to each Underwriter and to any dealer in securities as many copies as the Representatives may from time to time reasonably request of an amended Issuer Free Writing Prospectus or a supplement to the Final
Prospectus or an amended Final Prospectus which will correct such statement or omission or effect such compliance; and any Issuer Free Writing Prospectus and the Final Prospectus and any amendments or supplements thereto furnished to the
Representatives shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T;
(f) To make generally available to securityholders of the Company as soon as practicable, but in any event not later than
eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and
the rules and regulations thereunder (including, at the option of the Company, Rule 158);
(g) During the period beginning
from the Applicable Time and continuing to and including the Closing Date for such Securities, not to offer, sell, contract to offer or sell or otherwise dispose of any debt securities of the Company having pricing characteristics similar to the
Securities exceeding an aggregate principal amount of $3 billion, except, for the avoidance of doubt, debt securities issued under the Global Medium Term Note Program of Metropolitan Life Global Funding I, Global Medium Term Note Program of
MetLife Institutional Funding II, or any commercial paper program of, or sponsored by, the Company or any subsidiaries, without the prior written consent of the Representatives, which consent shall not be unreasonably withheld;
(h) During a period of five years from the effective date of the Registration Statement, to furnish to the Representatives
copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and to furnish to the Representatives as soon as they are available,
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copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which the Securities or any class of securities of the Company is
listed (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiaries are consolidated in reports furnished to its stockholders generally or to the Commission), provided that reports
and financial statements furnished to or filed with the Commission, and publicly available on EDGAR, or furnished on the Companys website, shall be deemed to have been furnished to the Representatives under this Section 4(h);
(i) The Company agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and
agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus (other than, for the avoidance of
doubt, any Bloomberg L.P. or other electronic communication regarding any preliminary term sheets or comparable bond prices and the Final Term Sheet filed pursuant to Section 4(b) hereto). Each Underwriter agrees, unless it obtains the prior
consent of the Company and the Representatives, not to take any action that would result in the Company being required to file with the Commission under Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of such Underwriter
that otherwise would not be required to be filed by the Company thereunder but for the action of such Underwriter (other than, for the avoidance of doubt, the Final Term Sheet filed pursuant to Section 4(b) hereto); and
(j) The Company agrees to use the net proceeds received by the Company from the sale of the Securities pursuant to this
Agreement in the manner specified in the Pricing Prospectus.
5. Fees and Expenses. The Company covenants and agrees with the
several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of counsel and accountants to the Company in connection with the registration of the Securities under the Act and
all other expenses in connection with the preparation, printing and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Final Prospectus and any amendments and supplements thereto and the
mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, any Pricing Agreement, any Securities Agreement, any Blue Sky Survey and any other documents in connection
with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws and insurance securities laws as provided in
Section 4(c) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky Survey; (iv)
17
the filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, securing any required review by the Financial Industry Regulatory Authority of the
terms of the sale of the Securities; (v) any fees charged by securities rating services for rating the Securities; (vi) the cost of preparing the Securities; (vii) the fees and expenses of any trustee, paying
agent or transfer agent and the fees and disbursements of counsel for any such trustee, paying agent or transfer agent in connection with a Securities Agreement and the Securities issued pursuant to any Securities Agreement; (viii) any
travel expenses of the Companys officers and employees and any other expenses of the Company in connection with attending or hosting meetings with prospective purchasers of the Securities; and (ix) all other costs and expenses
incident to the performance of the obligations of the Company hereunder which are not otherwise specifically provided for in this Section. Except as provided in this Section, and Sections 7 and 11 hereof, the Underwriters will pay all of their own
costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any of the Securities by them and any advertising expenses connected with any offers of the Securities that they may make.
6. Conditions to Underwriters Obligations. The obligations of the Underwriters of any Securities under the Pricing Agreement
relating to such Securities shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein or in certificates of any officer of the Company or any subsidiary of the Company
delivered pursuant to the provisions hereof are, at and as of the Closing Date true and correct, the condition that the Company shall have performed all of its obligations hereunder and under the Pricing Agreement relating to such Securities to be
performed at or before the Closing Date, and the following additional conditions:
(a) The Final Prospectus shall have been
filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; the Final Term Sheet shall have
been filed with the Commission pursuant to Rule 433(d); no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by
the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives reasonable satisfaction;
(b) Debevoise & Plimpton LLP, counsel for the Underwriters, shall have furnished to the Underwriters such written
opinion, dated such Closing Date, with respect to the valid existence and good standing of the Company, the validity of the Securities being delivered on such Closing Date, the Registration Statement and the Final Prospectus, and such other related
matters as the Underwriters may
18
reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;
(c) Joseph B. Cohen, Senior Vice President of MetLife Group, Inc. and an attorney in its Legal Affairs Department, shall have
furnished to the Underwriters his written opinion, dated the Closing Date, substantially in the form attached hereto as Annex II;
(d) Willkie Farr & Gallagher LLP, counsel for the Company, shall have furnished to the Underwriters their written
opinions, each dated the Closing Date, substantially in the form attached hereto as Annex III-A with respect to certain corporate and tax matters, and Annex III-B with respect to the Registration Statement, Disclosure Package and the Final
Prospectus;
(e) The Company will furnish the Representatives with such conformed copies of such opinions, certificates,
letters and documents as the Representatives reasonably request;
(f) (i) On the date hereof, Deloitte &
Touche LLP shall have furnished to the Representatives a letter, dated the date hereof, in form and substance reasonably satisfactory to you, confirming that they are independent registered public accountants with respect to the Company and the
Companys subsidiaries within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and further to the effect set forth in Annex V hereto, and (ii) on the Closing Date
for the applicable Securities, Deloitte & Touche LLP shall have furnished to the Representatives a letter, dated the date of delivery thereof, in form and substance reasonably satisfactory to you, that reaffirms the statements made in the
letter furnished pursuant to subclause (i) of this Section 6(f), except that the specified date referred to shall be a date not more than three business days prior to the Closing Date;
(g) (i) Neither the Company nor any Significant Subsidiary shall have sustained since the date of the latest audited
financial statements included or incorporated by reference in the Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or
governmental action, order or decree, otherwise than as set forth or contemplated in the Disclosure Package, and (ii) since the respective dates as of which information is given in the Disclosure Package, there shall not have been any
change in the surplus of any Significant Subsidiary or the capital stock of the Company or any increase in the long-term debt of the Company and its subsidiaries considered as a whole, or any change, or any development involving a prospective
change, in or affecting the business, financial position, reserves, surplus, equity or results of operations of the
19
Company and the Significant Subsidiaries considered as a whole, otherwise than as set forth or contemplated in the Disclosure Package, the effect of which, in any such case described in clause
(i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in
the Final Prospectus;
(h) After the Applicable Time (i) no downgrading shall have occurred in the rating
accorded the debt securities of the Company or any Significant Subsidiary or the financial strength or claims paying ability of the Company or any Significant Subsidiary by A.M. Best & Co., Fitch Ratings, Inc., Moodys Investors
Service, Inc. or Standard & Poors Ratings Services, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, or shall have given notice of
any intended or potential downgrading of, its rating of any debt security or the financial strength or the claims paying ability of the Company or any Significant Subsidiary, the effect of which, in any such case described in clause (i) or
(ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final
Prospectus;
(i) At or after the Applicable Time, there shall not have occurred any of the following: (i) a
change in U.S. or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the reasonable judgment of the Representatives, be likely to prejudice materially the success of the proposed
issue, sale or distribution of the applicable Securities, whether in the primary market or in respect of dealings in the secondary market; (ii) a suspension or material limitation in trading in securities generally on the New York Stock
Exchange; (iii) a suspension or material limitation in trading in the Companys securities on the New York Stock Exchange; (iv) a suspension or material limitation in clearing and/or settlement in securities generally;
(v) a general moratorium on commercial banking activities declared by either Federal or New York State authorities; or (vi) the material outbreak or escalation of hostilities involving the United States or the declaration by
the United States of a national emergency or war or any other national or international calamity or emergency (including without limitation as a result of an act of terrorism) if the effect of any such event specified in this clause (vi) in the
judgment of the Representatives makes it impracticable or inadvisable to proceed with the offering or the delivery of the applicable Securities on the terms and in the manner contemplated in the Final Prospectus;
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(j) The Company shall have complied with any request by the Representatives with
respect to the furnishing of copies of the Final Prospectus in compliance with the provisions of Section 4(e) hereof; and
(k) At the Closing Date, the Representatives shall have received a certificate of the Chief Accounting Officer of the Company,
dated as of the Closing Date, substantially in the form of Annex IV hereto.
7. Indemnification and Contribution.
(a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls
such Underwriter within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in (i) the Registration
Statement or any amendment or supplement (when considered together with the document to which such supplement relates) thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading or (ii) any Preliminary Prospectus, Pricing Prospectus, any Issuer Free Writing Prospectus or the Final Prospectus, or any amendment or supplement (when considered
together with the document to which such supplement relates) thereto, or any issuer information filed or required to be filed pursuant to Rule 433(d) under the Act, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that
any such loss, claim, damage or liability (or action in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Prospectus, any Issuer Free Writing
Prospectus, Pricing Prospectus, the Registration Statement or the Final Prospectus, or any such amendment or supplement(s) in reliance upon and in conformity with written information furnished to the Company by any Underwriter of the applicable
Securities through the Representatives expressly for use therein.
(b) Each Underwriter will, severally and not jointly, indemnify and
hold harmless the Company, its directors and officers who sign the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act against any losses,
claims, damages or liabilities (or actions in respect thereof) to which the Company may become subject, under the Act or
21
otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact
contained in any Preliminary Prospectus, any Issuer Free Writing Prospectus, Pricing Prospectus, the Registration Statement, or the Final Prospectus, or any amendment or supplement (when considered together with the document to which such supplement
relates) thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Prospectus, any Issuer Free Writing Prospectus, Pricing Prospectus, the Registration Statement, the Final Prospectus or
any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.
(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; the omission so to notify the indemnifying party
shall relieve it from any liability which it may have to any indemnified party under such subsection, to the extent the indemnifying party is actually materially prejudiced by such omission. In case any such action shall be brought against any
indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party or any other indemnified party), and,
after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation, unless (i) the indemnifying party and such indemnified party shall
have mutually agreed to the contrary, (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to such indemnified party or (iii) the named parties in any such proceeding
(including any impleaded parties) include both the indemnifying party and such indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. No
indemnifying party shall, without the prior written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or
22
claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such
settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act, by or on behalf of any indemnified party. In no event shall the indemnifying party be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all
indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same allegations or circumstances.
(d) If the indemnification provided for in this Section 7 is unavailable to or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, other than due to the express provisions thereof, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one
hand and the Underwriters on the other from the offering of the applicable Securities to which any such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative
fault of the Company on the one hand and the Underwriters of the applicable Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well
as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before
deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the cover page of the Final Prospectus relating to the applicable
Securities. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by
the Company on the one hand or the Underwriters on the other and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it
would not be just and equitable if contributions pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not
take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in
23
respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Securities
underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the
Underwriters of the applicable Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.
(e) The obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise have and
shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act. The obligations of the Underwriters under this Section 7 shall be in addition to any liability which the
respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (including any person who, with his consent, is named in the Registration Statement as about to become a
director of the Company) and to each person, if any, who controls the Company within the meaning of the Act.
8. Defaulting
Underwriters.
(a) If any Underwriter shall default in its obligation to purchase the Securities which it has agreed to purchase under
the Pricing Agreement relating to such Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such
default by any Underwriter the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the
Representatives to purchase such Securities on such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that the Representatives have so arranged for the purchase of such Securities, or the
Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Closing Date for such Securities for a period of not more than seven days, in
order to effect whatever changes may thereby be made necessary in the Registration Statement, the Disclosure Package or the Final Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file
promptly any amendments to the Registration Statement, the Disclosure Package or the Final Prospectus which in the
24
opinion of the Representatives may thereby be made necessary. The term Underwriter as used in this Agreement shall include any person substituted under this Section with like effect
as if such person had originally been a party to the Pricing Agreement with respect to such Securities.
(b) If, after giving effect to
any arrangements for the purchase of the Securities of any defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of shares of such Securities or the aggregate
principal amount of such Securities, as applicable, which remains unpurchased does not exceed ten percent of the aggregate number of shares of such Securities or the aggregate principal amount of such Securities, as applicable, to be purchased on
such Closing Date, then the Company shall have the right to require each non-defaulting Underwriter to purchase the aggregate number of shares of such Securities or the aggregate principal amount of such Securities, as applicable, which such
Underwriter agreed to purchase under the Pricing Agreement relating to such Securities and, in addition, to require each nondefaulting Underwriter to purchase its pro rata share (based on the aggregate number of shares of such Securities or the
aggregate principal amount of such Securities, as applicable, which such Underwriter agreed to purchase under such Pricing Agreement) of such Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made;
but nothing herein shall relieve a defaulting Underwriter from liability for its default.
(c) If, after giving effect to any arrangements
for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate number of shares of such Securities or the aggregate principal amount of
such Securities, as applicable, which remains unpurchased exceeds ten percent of the aggregate number of shares of such Securities or the aggregate principal amount of such Securities, as applicable, as referred to in subsection (b) above, or
if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Securities
shall thereupon terminate, without liability on the part of any nondefaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 5 hereof and the indemnity and contribution
agreements in Section 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.
9.
Offering Restrictions. Each Underwriter acknowledges, represents and agrees that it has not offered, sold or delivered and it will not offer, sell or deliver, any of the Securities, in or from any jurisdiction except under circumstances that
are reasonably designed to result in compliance with the applicable securities laws and regulations thereof. In particular, each Underwriter acknowledges, represents and agrees as set forth in Annex VI to this Agreement.
25
10. Survival. The respective indemnities, agreements, representations, warranties and
other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any
statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, the Company or any officer or director or controlling person of the Company and shall survive delivery of and payment for the
Securities.
11. Effect of Termination of Pricing Agreement or Nondelivery of Securities. If any Pricing Agreement shall be
terminated pursuant to Section 8 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Securities covered by such Pricing Agreement except as provided in Section 5 and Section 7 hereof; but,
if for any other reason, Securities are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses, including fees and disbursements of
counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Securities, but the Company shall then be under no further liability to any Underwriter in respect of such Securities except as
provided in Section 5 and Section 7 hereof.
12. Reliance upon Representatives. In all dealings hereunder, the
Representatives shall act on behalf of the Underwriters of Securities and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such of the
Representatives, if any, as may be designated for such purpose in the applicable Pricing Agreement.
13. Notices. All statements,
requests, notices and agreements hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication; notices to the Underwriters shall be directed to the address of the
respective Representatives as set forth in Schedule III to the applicable Pricing Agreement, with a copy to Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York 10022, attention of Peter J. Loughran, Esq.; and notices to the
Company shall be delivered or sent by mail, facsimile or e-mail transmission to the address of the Company set forth in the Registration Statement, Attention: General Counsel, with a copy to Willkie Farr & Gallagher LLP, 787 Seventh Avenue,
New York, New York 10019, attention John M. Schwolsky, Esq. and Benjamin Nixon, Esq. Any such statements, requests, notices or agreements shall take effect at the time of receipt thereof.
14. Successors and Assigns. This Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the
Underwriters, the Company, and, to the extent provided in Sections 7 and 10 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators,
successors and assigns, and no other person
26
shall acquire or have any right under or by virtue of this Agreement or any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or
assign by reason merely of such purchase.
15. GOVERNING LAW. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT SUCH PRINCIPLES WOULD REQUIRE OR PERMIT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.
16. Consent to Jurisdiction. The Company agrees that any legal suit, action or proceeding against the Company brought by any
Underwriter or by any person, if any, who controls any Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, arising out of or based upon this Agreement or the transactions contemplated hereby may be
instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, and, to the fullest extent permitted by applicable law, waives any objection which it may now or hereafter have to the laying of venue of any such
proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding.
17.
Counterparts. This Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
18. No Advisory or Fiduciary Relationship. The Company acknowledges and agrees
that (a) the purchase and sale of the Securities pursuant to this Agreement, including the determination of the public offering price of the Securities and any related discounts and commissions, is an arms-length commercial
transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (b) in connection with any offering contemplated by this Agreement and any Pricing Agreement and the process leading to any such
transaction each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company, or its stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an
advisory or fiduciary responsibility in favor of the Company with respect to any such offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other
matters) and no Underwriter has any obligation to the Company with respect to such offering contemplated hereby except the obligations expressly set forth in this Agreement and any relevant Pricing Agreement, (d) the Underwriters and
their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, (e) the Company agrees that it will not claim that the Underwriters, or any of them, has rendered
advisory services of any nature or respect, or
27
owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto and (f) the Underwriters have not provided any legal, accounting,
regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.
19. Entire Agreement. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company
and the Underwriters, or any of them, with respect to the subject matter hereof.
20. Waiver of Jury Trial. The Company and each of
the Underwriters hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.
21. Patriot Act. In accordance with the requirements of the USA Patriot Act (Title III of Pub. L., 107-56 (signed into law
October 26, 2001)), the Underwriters are required to obtain, verify and record information that identifies their respective clients, which information may include the name and address of their respective clients, as well as other information
that will allow the Underwriters to properly identify their respective clients.
[Signature pages follow]
28
|
|
|
|
|
Very truly yours, |
|
METLIFE, INC. |
|
|
By: |
|
/s/ Marlene B. Debel |
|
|
Name: |
|
Marlene B. Debel |
|
|
Title: |
|
Executive Vice President and Treasurer |
[Signature page to Senior
Notes Underwriting Agreement]
|
|
|
|
|
Accepted as of the date hereof on
behalf of each of the Underwriters: |
|
DEUTSCHE BANK SECURITIES INC. |
|
|
By: |
|
/s/ Anguel Zaprianov |
|
|
Name: |
|
Anguel Zaprianov |
|
|
Title: |
|
Managing Director |
|
|
By: |
|
/s/ Mary Hardgrove |
|
|
Name: |
|
Mary Hardgrove |
|
|
Title: |
|
Managing Director |
[Signature page to Senior
Notes Underwriting Agreement]
|
|
|
|
|
BARCLAYS CAPITAL INC. |
|
|
By: |
|
/s/ Travis H. Barnes |
|
|
Name: |
|
Travis H. Barnes |
|
|
Title: |
|
Managing Director |
[Signature page to Senior
Notes Underwriting Agreement]
|
|
|
|
|
HSBC SECURITIES (USA) INC. |
|
|
By: |
|
/s/ Diane Kenna |
|
|
Name: |
|
Diane Kenna |
|
|
Title: |
|
Managing Director |
[Signature page to Senior
Notes Underwriting Agreement]
|
|
|
|
|
WELLS FARGO SECURITIES, LLC |
|
|
By: |
|
/s/ Jeremy Schwartz |
|
|
Name: |
|
Jeremy Schwartz |
|
|
Title: |
|
Managing Director |
[Signature page to Senior
Notes Underwriting Agreement]
SCHEDULE 1
TO UNDERWRITING AGREEMENT
Issuer Free Writing
Prospectuses included in the Disclosure Package:
Issuer Free Writing Prospectus containing the final term sheet filed by
the Company with the Commission dated November 9, 2015.
SCHEDULE 2
TO UNDERWRITING AGREEMENT
Issuer Free Writing
Prospectuses not included in the Disclosure Package:
None.
ANNEX I
PRICING AGREEMENT
November 9, 2015
Deutsche Bank Securities
Inc.
Barclays Capital Inc.
HSBC Securities (USA) Inc.
Wells Fargo Securities, LLC
As Representatives
of the several Underwriters
named in Schedule I hereto
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
c/o HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, NY 10018
c/o Wells Fargo Securities, LLC
550 South Tyron Street
Charlotte, NC 28202
Ladies and Gentlemen:
MetLife, Inc., a
Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein (this Agreement) and in the Underwriting Agreement, dated November 9, 2015 (the Underwriting
Agreement), to issue and sell to the Underwriters named in Schedule I hereto (the Underwriters) the Securities specified in Schedule II hereto (the Underwritten Securities).
Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, the Applicable
Time and the Closing Date. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Each reference
I-1
to Securities Agreement shall be deemed to refer to the Indenture, dated as of November 9, 2001 between MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor in
interest to J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A.)) (the Senior Indenture) and, as applicable, the Twenty-Eighth Supplemental Indenture and Twenty-Ninth
Supplemental Indenture, each to be dated November 13, 2015, between MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein
defined. The Representatives designated to act on behalf of the Underwriters of the Securities pursuant to the Underwriting Agreement are designated as the Joint Book-Running Managers at the end of Schedule II hereto.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to
issue, sell and deliver to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and at the purchase price to the Underwriters set forth in Schedule III hereto, the
principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance
with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement
incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the
authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
[Signature pages follow]
I-2
|
|
|
|
|
Very truly yours, |
|
METLIFE, INC. |
|
|
By: |
|
|
|
|
Name: |
|
Marlene B. Debel |
|
|
Title: |
|
Executive Vice President and Treasurer |
[Signature page to Senior
Notes Pricing Agreement]
|
|
|
Accepted as of the date hereof on
behalf of each of the Underwriters: |
|
DEUTSCHE BANK SECURITIES INC. |
|
|
By: |
|
|
|
|
Name: |
|
|
Title: |
|
|
By: |
|
|
|
|
Name: |
|
|
Title: |
[Signature page to Senior
Notes Pricing Agreement]
|
|
|
BARCLAYS CAPITAL INC. |
|
|
By: |
|
|
|
|
Name: |
|
|
Title: |
[Signature page to Senior
Notes Pricing Agreement]
|
|
|
HSBC SECURITIES (USA) INC. |
|
|
By: |
|
|
|
|
Name: |
|
|
Title: |
[Signature page to Senior
Notes Pricing Agreement]
|
|
|
WELLS FARGO SECURITIES, LLC |
|
|
By: |
|
|
|
|
Name: |
|
|
Title: |
[Signature page to Senior
Notes Pricing Agreement]
SCHEDULE I
TO PRICING AGREEMENT
|
|
|
|
|
Underwriters |
|
Principal Amount of $500,000,000 3.600% Senior Notes due 2025 to be Purchased |
|
Deutsche Bank Securities Inc. |
|
$ |
105,000,000 |
|
Barclays Capital Inc. |
|
$ |
105,000,000 |
|
HSBC Securities (USA) Inc. |
|
$ |
105,000,000 |
|
Wells Fargo Securities, LLC |
|
$ |
105,000,000 |
|
ANZ Securities, Inc. |
|
$ |
8,750,000 |
|
BNP Paribas Securities Corp. |
|
$ |
8,750,000 |
|
BNY Mellon Capital Markets, LLC |
|
$ |
8,750,000 |
|
Credit Agricole Securities (USA) Inc. |
|
$ |
8,750,000 |
|
ING Financial Markets LLC |
|
$ |
8,750,000 |
|
Mitsubishi UFJ Securities (USA), Inc. |
|
$ |
8,750,000 |
|
nabSecurities, LLC |
|
$ |
8,750,000 |
|
SMBC Nikko Securities America, Inc. |
|
$ |
8,750,000 |
|
MFR Securities, Inc. |
|
$ |
3,334,000 |
|
Samuel A. Ramirez & Company, Inc. |
|
$ |
3,333,000 |
|
The Williams Capital Group, L.P. |
|
$ |
3,333,000 |
|
|
|
|
|
|
Total |
|
$ |
500,000,000 |
|
|
|
|
|
|
Underwriters |
|
Principal Amount of $750,000,000 4.600% Senior Notes due 2046 to be Purchased |
|
Deutsche Bank Securities Inc. |
|
$ |
157,500,000 |
|
Barclays Capital Inc. |
|
$ |
157,500,000 |
|
HSBC Securities (USA) Inc. |
|
$ |
157,500,000 |
|
Wells Fargo Securities, LLC |
|
$ |
157,500,000 |
|
ANZ Securities, Inc. |
|
$ |
13,125,000 |
|
BNP Paribas Securities Corp. |
|
$ |
13,125,000 |
|
BNY Mellon Capital Markets, LLC |
|
$ |
13,125,000 |
|
Credit Agricole Securities (USA) Inc. |
|
$ |
13,125,000 |
|
ING Financial Markets LLC |
|
$ |
13,125,000 |
|
Mitsubishi UFJ Securities (USA), Inc. |
|
$ |
13,125,000 |
|
nabSecurities, LLC |
|
$ |
13,125,000 |
|
SMBC Nikko Securities America, Inc. |
|
$ |
13,125,000 |
|
MFR Securities, Inc. |
|
$ |
5,000,000 |
|
Samuel A. Ramirez & Company, Inc. |
|
$ |
5,000,000 |
|
The Williams Capital Group, L.P. |
|
$ |
5,000,000 |
|
|
|
|
|
|
Total |
|
$ |
750,000,000 |
|
I-SI-1
SCHEDULE II
TO PRICING AGREEMENT
Filed
pursuant to Rule 433
November 9, 2015
Relating to
Preliminary Prospectus
Supplement dated November 9, 2015 to
Prospectus dated November 15, 2013
Registration Statement No. 333-192366
MetLife, Inc.
$500,000,000 3.600% Senior Notes due 2025
$750,000,000 4.600% Senior Notes due 2046
Final Term Sheet
November 9, 2015
|
|
|
$500,000,000 3.600% Senior Notes due 2025 |
|
|
|
|
Issuer: |
|
MetLife, Inc. (Issuer) |
|
|
Securities: |
|
3.600% Senior Notes due 2025 (the 2025 Senior Notes) |
|
|
Aggregate Principal Amount: |
|
$500,000,000 |
|
|
Price to the Public: |
|
99.992% of principal amount plus accrued interest, if any, from November 13, 2015 |
|
|
Gross Underwriting Discount: |
|
0.450% |
|
|
Proceeds to Issuer Before Expenses: |
|
$497,710,000 |
|
|
Maturity Date: |
|
November 13, 2025 |
|
|
Pricing Date: |
|
November 9, 2015 |
I-SII-1
|
|
|
Settlement Date: |
|
November 13, 2015 |
|
|
Interest Payment Dates: |
|
Semi-annually on May 13 and November 13 of each year |
|
|
First Interest Payment Date: |
|
May 13, 2016 |
|
|
Coupon: |
|
3.600% |
|
|
Benchmark Treasury: |
|
UST 2.000% due August 15, 2025 |
|
|
Spread to Benchmark Treasury: |
|
T + 125 bps |
|
|
Benchmark Treasury Price and Yield: |
|
96-30+; 2.351% |
|
|
Yield to Maturity: |
|
3.601% |
|
|
Denominations: |
|
$2,000 and integral multiples of $1,000 in excess thereof |
|
|
Ranking: |
|
Senior Unsecured |
|
|
Redemption: |
|
At any time and from time to time prior to August 13, 2025, the 2025 Senior Notes will be redeemable at the Issuers option, in whole or
in part, at a redemption price equal to the greater of 100% of the principal amount of the 2025 Senior Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date and the Make-Whole Redemption
Amount calculated as described in the preliminary prospectus supplement at the rate of T + 20 bps.
At any time and from time to time on or after August 13, 2025, the 2025 Senior Notes will be redeemable at the Issuers option, in whole or in part, at a
redemption price equal to 100% of the principal amount of the 2025 Senior Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. |
I-SII-2
|
|
|
CUSIP/ISIN: |
|
59156R BQ0 / US59156RBQ02 |
|
|
Joint Book-Running Managers: |
|
Barclays Capital Inc. Deutsche Bank Securities
Inc. HSBC Securities (USA) Inc. Wells Fargo Securities,
LLC |
Co-Managers: |
|
ANZ Securities, Inc. BNP Paribas Securities
Corp. BNY Mellon Capital Markets, LLC Credit Agricole
Securities (USA) Inc. ING Financial Markets LLC Mitsubishi
UFJ Securities (USA), Inc. nabSecurities, LLC SMBC Nikko
Securities America, Inc. |
Junior Co-Managers: |
|
MFR Securities, Inc. Samuel A. Ramirez &
Company, Inc. The Williams Capital Group, L.P. |
|
|
|
$750,000,000 4.600% Senior Notes due 2046 |
|
|
|
|
Issuer: |
|
MetLife, Inc. (Issuer) |
|
|
Securities: |
|
4.600% Senior Notes due 2046 (the 2046 Senior Notes) |
|
|
Aggregate Principal Amount: |
|
$750,000,000 |
|
|
Price to the Public: |
|
99.610% of principal amount plus accrued interest, if any, from November 13, 2015 |
|
|
Gross Underwriting Discount: |
|
0.875% |
|
|
Proceeds to Issuer Before Expenses: |
|
$740,512,500 |
|
|
Maturity Date: |
|
May 13, 2046 |
|
|
Pricing Date: |
|
November 9, 2015 |
|
|
Settlement Date: |
|
November 13, 2015 |
|
|
Interest Payment Dates: |
|
Semi-annually on May 13 and November 13 of each year |
I-SII-3
|
|
|
First Interest Payment Date: |
|
May 13, 2016 |
|
|
Coupon: |
|
4.600% |
|
|
Benchmark Treasury: |
|
3.000% due May 15, 2045 |
|
|
Spread to Benchmark Treasury: |
|
T + 150 bps |
|
|
Benchmark Treasury Price and Yield: |
|
97-20; 3.124% |
|
|
Yield to Maturity: |
|
4.624% |
|
|
Denominations: |
|
$2,000 and integral multiples of $1,000 in excess thereof |
|
|
Ranking: |
|
Senior Unsecured |
|
|
Redemption: |
|
At any time and from time to time prior to November 13, 2045, the 2046 Senior Notes will be redeemable at the Issuers option, in whole
or in part, at a redemption price equal to the greater of 100% of the principal amount of the 2046 Senior Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date and the Make-Whole Redemption
Amount calculated as described in the preliminary prospectus supplement at the rate of T + 25 bps.
At any time and from time to time on or after November 13, 2045, the 2046 Senior Notes will be redeemable at the Issuers option, in whole or in part, at
a redemption price equal to 100% of the principal amount of the 2046 Senior Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. |
|
|
CUSIP/ISIN: |
|
59156R BR8 / US59156RBR84 |
|
|
Joint Book-Running Managers: |
|
Barclays Capital Inc. |
I-SII-4
|
|
|
|
|
Deutsche Bank Securities Inc. HSBC Securities
(USA) Inc. Wells Fargo Securities, LLC |
Co-Managers: |
|
ANZ Securities, Inc. BNP Paribas Securities
Corp. BNY Mellon Capital Markets, LLC Credit Agricole
Securities (USA) Inc. ING Financial Markets LLC Mitsubishi
UFJ Securities (USA), Inc. nabSecurities, LLC SMBC Nikko
Securities America, Inc. |
Junior Co-Managers: |
|
MFR Securities, Inc. Samuel A. Ramirez &
Company, Inc. The Williams Capital Group, L.P. |
The offering of the 2025 Senior Notes is not conditioned on the completion of the offering of the 2046 Senior Notes, and
vice versa. The Issuer may sell the 2025 Senior Notes or the 2046 Senior Notes or both.
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 Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus
if you request it by calling Barclays Capital Inc. toll free at 1-888-603-5847, Deutsche Bank Securities Inc. toll free at (800) 503-4611, HSBC Securities (USA) Inc. toll free at (866) 811-8049 or Wells Fargo Securities, LLC toll free at
1-800-326-5897.
I-SII-5
SCHEDULE III
TO PRICING AGREEMENT
Underwriters
Purchase Price of 3.600% Senior Notes due 2025: 99.542% of the principal amount thereof
Underwriters Purchase Price of 4.600% Senior Notes due 2046:
98.735% of the principal amount thereof
Closing Date: November 13, 2015
Addresses for Notices, etc. to the Representatives:
Deutsche
Bank Securities Inc.
60 Wall Street
New York, New York
10005
Attention: Debt Capital Markets Syndicate
Fax:
(212) 797-2202, with a copy to General Counsel, Fax: (212) 797-4561
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Attention: Syndicate Registration
Fax: (646) 834-8133
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, NY 10018
Attention: Transaction Management Group
Wells Fargo Securities, LLC
550 South Tyron Street
Charlotte, NC 28202
Attention: Transaction Management
I-SIII-1
ANNEX II
JOSEPH B. COHEN OPINION
II-1
ANNEX III
WILLKIE FARR & GALLAGHER LLP OPINIONS
ANNEX III-A: OPINION
III-A-1
ANNEX III-B: NEGATIVE ASSURANCE LETTER
III-B-1
ANNEX IV
METLIFE, INC. CHIEF ACCOUNTING OFFICER CERTIFICATE
METLIFE, INC.
CHIEF
ACCOUNTING OFFICERS CERTIFICATE
MetLife, Inc. a Delaware corporation (the Company), does hereby certify, pursuant
to Section 6(k) of the Underwriting Agreement, dated November 9, 2015 (the Underwriting Agreement), by and among the Company, Deutsche Bank Securities Inc., Barclays Capital Inc., HSBC Securities (USA) Inc. and Wells Fargo
Securities, LLC as representatives of the Underwriters named in Schedule I to the Pricing Agreement, dated November 9, 2015 (the Pricing Agreement), among the Company and the Underwriters:
|
(i) |
the representations and warranties of the Company contained in Section 1 of the Underwriting Agreement are true and correct in all respects, as if made at and as of the date hereof; and |
|
(ii) |
the Company has complied in all respects with all agreements and all conditions on its part to be performed under the Underwriting Agreement at or prior to the date hereof. |
Willkie Farr & Gallagher LLP, counsel to the Company, may rely upon this certificate in delivering its opinion pursuant to
Section 6(d) of the Underwriting Agreement. Debevoise & Plimpton LLP, counsel to the Underwriters, may rely upon this certificate in delivering its opinion pursuant to Section 6(b) of the Underwriting Agreement.
[Remainder of page intentionally left blank.]
IV-1
IN WITNESS WHEREOF, the undersigned has hereunto signed his name as of November 13, 2015.
|
|
|
|
|
METLIFE, INC. |
|
|
By: |
|
|
|
|
Name: |
|
Peter M. Carlson |
|
|
|
|
|
Title: |
|
Executive Vice President and Chief Accounting Officer |
IV-2
ANNEX V
DELOITTE & TOUCHE LLP COMFORT LETTER
V-1
ANNEX VI
OFFERING RESTRICTIONS
European Economic Area
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a
Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an
offer of Senior Notes which are the subject of the offering contemplated by this prospectus supplement and accompanying prospectus to the public in that Relevant Member State other than:
(a) to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the
Prospectus Directive, subject to obtaining the prior consent of the other representatives for any such offer; or
(c) in any other
circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of Senior Notes referred to in (a) to
(c) above shall require MetLife, Inc. or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of the above, (i) the expression an offer of Senior Notes to the public in relation to any
Senior Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Senior Notes to be offered so as to enable an investor to decide to purchase or subscribe for
the Senior Notes, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and (ii) the expression Prospectus Directive means Directive 2003/71/EC (and
amendments thereto, including Directive 2010/73/EU), and includes any relevant implementing measure in the Relevant Member State.
United
Kingdom
Each underwriter has represented and agreed that it has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (FSMA)) received by it in connection with
the issue or sale of the Senior Notes which are the subject of the offering
VI-1
contemplated by this prospectus supplement and the accompanying prospectus in circumstances in which Section 21(1) of such Act does not apply to MetLife, Inc., and that it has complied and
will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Senior Notes in, from or otherwise involving the United Kingdom.
Hong Kong
The Senior Notes may not be
offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Winding Up and Miscellaneous Provisions) (Cap.32, Laws of Hong Kong),
(ii) to professional investors within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a
prospectus within the meaning of the Companies Ordinance (Winding Up and Miscellaneous Provisions) (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the Senior Notes may be issued or may be in the
possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the
laws of Hong Kong) other than with respect to Senior Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to professional investors within the meaning of the Securities and Futures Ordinance (Cap.
571, Laws of Hong Kong) and any rules made thereunder.
Japan
The Senior Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of
1948, as amended; the Financial Instruments and Exchange Act) and each underwriter has represented and agreed that it has not offered or sold and will not offer or sell any Senior Notes, directly or indirectly, in Japan or to, or
for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in
Japan or to, or for the benefit of, a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Act and any other applicable laws, regulations
and ministerial guidelines of Japan.
Singapore
This prospectus supplement and the accompanying prospectus have not been registered as a prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus supplement, the accompanying prospectus, any free writing prospectus and
VI-2
any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Senior Notes may not be circulated or distributed, nor may the Senior
Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and
Futures Act, Chapter 289 of Singapore (the SFA), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275
of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
Where the Senior Notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is: (a) a corporation
(which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA)
of that corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Senior Notes pursuant to an offer made under
Section 275 of the SFA except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the
SFA; (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA.
South Korea
The Senior Notes may not be
offered, sold and delivered directly or indirectly, or offered or sold to any person for re-offering or resale, directly or indirectly, in South Korea or to any resident of South Korea except pursuant to the applicable laws and regulations of South
Korea, including the Financial Investment Services and Capital Markets Act and the Foreign Exchange Transaction Law and the decrees and regulations thereunder. The Senior Notes have not been registered with the Financial Services Commission of South
Korea for public offering in South Korea. Furthermore, the Senior Notes may not be re-sold to South Korean residents unless the purchaser of the Senior Notes complies with all applicable regulatory requirements (including but not limited to
government approval requirements under the Foreign Exchange Transaction Law and its subordinate decrees and regulations) in connection with their purchase.
VI-3
Exhibit 1.2
PRICING AGREEMENT
November 9, 2015
Deutsche Bank Securities
Inc.
Barclays Capital Inc.
HSBC Securities (USA) Inc.
Wells Fargo Securities, LLC
As Representatives
of the several Underwriters
named in Schedule I hereto
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
c/o Barclays Capital Inc.
745 Seventh Avenue
New York, NY 10019
c/o HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, NY 10018
c/o Wells Fargo Securities, LLC
550 South Tyron Street
Charlotte, NC 28202
Ladies and Gentlemen:
MetLife, Inc., a
Delaware corporation (the Company), proposes, subject to the terms and conditions stated herein (this Agreement) and in the Underwriting Agreement, dated November 9, 2015 (the Underwriting
Agreement), to issue and sell to the Underwriters named in Schedule I hereto (the Underwriters) the Securities specified in Schedule II hereto (the Underwritten Securities).
Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Agreement, the Applicable
Time and the Closing Date. Each reference to the Representatives herein and in the provisions of the Underwriting
1
Agreement so incorporated by reference shall be deemed to refer to you. Each reference to Securities Agreement shall be deemed to refer to the Indenture, dated as of November 9, 2001 between
MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A.)) (the Senior Indenture) and,
as applicable, the Twenty-Eighth Supplemental Indenture and Twenty-Ninth Supplemental Indenture, each to be dated November 13, 2015, between MetLife, Inc. and The Bank of New York Mellon Trust Company, N.A. Unless otherwise defined herein,
terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Underwriters of the Securities pursuant to the Underwriting Agreement are designated as the Joint
Book-Running Managers at the end of Schedule II hereto.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to issue, sell and deliver to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and at the
purchase price to the Underwriters set forth in Schedule III hereto, the principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and upon acceptance hereof by
you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and
the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company
for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
[Signature pages follow]
2
|
|
|
|
|
Very truly yours, |
|
METLIFE, INC. |
|
|
By: |
|
/s/ Marlene B. Debel |
|
|
Name: |
|
Marlene B. Debel |
|
|
Title: |
|
Executive Vice President and Treasurer |
[Signature page to Senior
Notes Pricing Agreement]
Accepted as of the date hereof
on behalf of each of the Underwriters:
|
|
|
|
|
DEUTSCHE BANK SECURITIES INC. |
|
|
By: |
|
/s/ Anguel Zaprianov |
|
|
Name: |
|
Anguel Zaprianov |
|
|
Title: |
|
Managing Director |
|
|
By: |
|
/s/ Mary Hardgrove |
|
|
Name: |
|
Mary Hardgrove |
|
|
Title: |
|
Managing Director |
[Signature page to Senior Notes Pricing Agreement]
|
|
|
|
|
BARCLAYS CAPITAL INC. |
|
|
By: |
|
/s/ Travis H. Barnes |
|
|
Name: |
|
Travis H. Barnes |
|
|
Title: |
|
Managing Director |
[Signature page to Senior Notes Pricing Agreement]
|
|
|
|
|
HSBC SECURITIES (USA) INC. |
|
|
By: |
|
/s/ Diane Kenna |
|
|
Name: |
|
Diane Kenna |
|
|
Title: |
|
Managing Director |
[Signature page to Senior Notes Pricing Agreement]
|
|
|
|
|
WELLS FARGO SECURITIES, LLC |
|
|
By: |
|
/s/ Jeremy Schwartz |
|
|
Name: |
|
Jeremy Schwartz |
|
|
Title: |
|
Managing Director |
[Signature page to Senior Notes Pricing Agreement]
SCHEDULE I
TO PRICING AGREEMENT
|
|
|
|
|
Underwriters |
|
Principal Amount of $500,000,000 3.600% Senior Notes due 2025 to be Purchased |
|
Deutsche Bank Securities Inc. |
|
$ |
105,000,000 |
|
Barclays Capital Inc. |
|
$ |
105,000,000 |
|
HSBC Securities (USA) Inc. |
|
$ |
105,000,000 |
|
Wells Fargo Securities, LLC |
|
$ |
105,000,000 |
|
ANZ Securities, Inc. |
|
$ |
8,750,000 |
|
BNP Paribas Securities Corp. |
|
$ |
8,750,000 |
|
BNY Mellon Capital Markets, LLC |
|
$ |
8,750,000 |
|
Credit Agricole Securities (USA) Inc. |
|
$ |
8,750,000 |
|
ING Financial Markets LLC |
|
$ |
8,750,000 |
|
Mitsubishi UFJ Securities (USA), Inc. |
|
$ |
8,750,000 |
|
nabSecurities, LLC |
|
$ |
8,750,000 |
|
SMBC Nikko Securities America, Inc. |
|
$ |
8,750,000 |
|
MFR Securities, Inc. |
|
$ |
3,334,000 |
|
Samuel A. Ramirez & Company, Inc. |
|
$ |
3,333,000 |
|
The Williams Capital Group, L.P. |
|
$ |
3,333,000 |
|
|
|
|
|
|
Total |
|
$ |
500,000,000 |
|
|
|
|
|
|
Underwriters |
|
Principal Amount of $750,000,000 4.600% Senior Notes due 2046 to be Purchased |
|
Deutsche Bank Securities Inc. |
|
$ |
157,500,000 |
|
Barclays Capital Inc. |
|
$ |
157,500,000 |
|
HSBC Securities (USA) Inc. |
|
$ |
157,500,000 |
|
Wells Fargo Securities, LLC |
|
$ |
157,500,000 |
|
ANZ Securities, Inc. |
|
$ |
13,125,000 |
|
BNP Paribas Securities Corp. |
|
$ |
13,125,000 |
|
BNY Mellon Capital Markets, LLC |
|
$ |
13,125,000 |
|
Credit Agricole Securities (USA) Inc. |
|
$ |
13,125,000 |
|
ING Financial Markets LLC |
|
$ |
13,125,000 |
|
Mitsubishi UFJ Securities (USA), Inc. |
|
$ |
13,125,000 |
|
nabSecurities, LLC |
|
$ |
13,125,000 |
|
SMBC Nikko Securities America, Inc. |
|
$ |
13,125,000 |
|
MFR Securities, Inc. |
|
$ |
5,000,000 |
|
Samuel A. Ramirez & Company, Inc. |
|
$ |
5,000,000 |
|
The Williams Capital Group, L.P. |
|
$ |
5,000,000 |
|
|
|
|
|
|
Total |
|
$ |
750,000,000 |
|
SI-1
SCHEDULE II
TO PRICING AGREEMENT
Filed
pursuant to Rule 433
November 9, 2015
Relating to
Preliminary Prospectus
Supplement dated November 9, 2015 to
Prospectus dated November 15, 2013
Registration Statement No. 333-192366
MetLife, Inc.
$500,000,000 3.600% Senior Notes due 2025
$750,000,000 4.600% Senior Notes due 2046
Final Term Sheet
November 9, 2015
|
|
|
$500,000,000 3.600% Senior Notes due 2025 |
|
|
Issuer: |
|
MetLife, Inc. (Issuer) |
|
|
Securities: |
|
3.600% Senior Notes due 2025 (the 2025 Senior Notes) |
|
|
Aggregate Principal Amount: |
|
$500,000,000 |
|
|
Price to the Public: |
|
99.992% of principal amount plus accrued interest, if any, from November 13, 2015 |
|
|
Gross Underwriting Discount: |
|
0.450% |
|
|
Proceeds to Issuer Before Expenses: |
|
$497,710,000 |
|
|
Maturity Date: |
|
November 13, 2025 |
|
|
Pricing Date: |
|
November 9, 2015 |
SII-1
|
|
|
|
|
Settlement Date: |
|
November 13, 2015 |
|
|
Interest Payment Dates: |
|
Semi-annually on May 13 and November 13 of each year |
|
|
First Interest Payment Date: |
|
May 13, 2016 |
|
|
Coupon: |
|
3.600% |
|
|
Benchmark Treasury: |
|
UST 2.000% due August 15, 2025 |
|
|
Spread to Benchmark Treasury: |
|
T + 125 bps |
|
|
Benchmark Treasury Price and Yield: |
|
96-30+; 2.351% |
|
|
Yield to Maturity: |
|
3.601% |
|
|
Denominations: |
|
$2,000 and integral multiples of $1,000 in excess thereof |
|
|
Ranking: |
|
Senior Unsecured |
|
|
Redemption: |
|
At any time and from time to time prior to August 13, 2025, the 2025 Senior Notes will be redeemable at the Issuers option, in whole or
in part, at a redemption price equal to the greater of 100% of the principal amount of the 2025 Senior Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date and the Make-Whole Redemption
Amount calculated as described in the preliminary prospectus supplement at the rate of T + 20 bps.
At any time and from time to time on or after August 13, 2025, the 2025 Senior Notes will be redeemable at the Issuers option, in whole or in part, at a
redemption price equal to 100% of the principal amount of the 2025 Senior Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. |
SII-2
|
|
|
|
|
CUSIP/ISIN: |
|
59156R BQ0 / US59156RBQ02 |
|
|
Joint Book-Running Managers: |
|
Barclays Capital Inc. Deutsche Bank Securities
Inc. HSBC Securities (USA) Inc. Wells Fargo Securities,
LLC |
Co-Managers: |
|
ANZ Securities, Inc. BNP Paribas Securities
Corp. BNY Mellon Capital Markets, LLC Credit Agricole
Securities (USA) Inc. ING Financial Markets LLC Mitsubishi
UFJ Securities (USA), Inc. nabSecurities, LLC SMBC Nikko
Securities America, Inc. |
Junior Co-Managers: |
|
MFR Securities, Inc. Samuel A. Ramirez &
Company, Inc. The Williams Capital Group, L.P. |
|
|
|
$750,000,000 4.600% Senior Notes due 2046 |
|
|
|
|
Issuer: |
|
MetLife, Inc. (Issuer) |
|
|
Securities: |
|
4.600% Senior Notes due 2046 (the 2046 Senior Notes) |
|
|
Aggregate Principal Amount: |
|
$750,000,000 |
|
|
Price to the Public: |
|
99.610% of principal amount plus accrued interest, if any, from November 13, 2015 |
|
|
Gross Underwriting Discount: |
|
0.875% |
|
|
Proceeds to Issuer Before Expenses: |
|
$740,512,500 |
|
|
Maturity Date: |
|
May 13, 2046 |
|
|
Pricing Date: |
|
November 9, 2015 |
|
|
Settlement Date: |
|
November 13, 2015 |
|
|
Interest Payment Dates: |
|
Semi-annually on May 13 and November 13 of each year |
SII-3
|
|
|
|
|
First Interest Payment Date: |
|
May 13, 2016 |
|
|
Coupon: |
|
4.600% |
|
|
Benchmark Treasury: |
|
3.000% due May 15, 2045 |
|
|
Spread to Benchmark Treasury: |
|
T + 150 bps |
|
|
Benchmark Treasury Price and Yield: |
|
97-20; 3.124% |
|
|
Yield to Maturity: |
|
4.624% |
|
|
Denominations: |
|
$2,000 and integral multiples of $1,000 in excess thereof |
|
|
Ranking: |
|
Senior Unsecured |
|
|
Redemption: |
|
At any time and from time to time prior to November 13, 2045, the 2046 Senior Notes will be redeemable at the Issuers option, in whole
or in part, at a redemption price equal to the greater of 100% of the principal amount of the 2046 Senior Notes to be redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date and the Make-Whole Redemption
Amount calculated as described in the preliminary prospectus supplement at the rate of T + 25 bps.
At any time and from time to time on or after November 13, 2045, the 2046 Senior Notes will be redeemable at the Issuers option, in whole or in part, at
a redemption price equal to 100% of the principal amount of the 2046 Senior Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. |
|
|
CUSIP/ISIN: |
|
59156R BR8 / US59156RBR84 |
SII-4
|
|
|
|
|
Joint Book-Running Managers: |
|
Barclays Capital Inc. Deutsche Bank Securities
Inc. HSBC Securities (USA) Inc. Wells Fargo Securities,
LLC |
Co-Managers: |
|
ANZ Securities, Inc. BNP Paribas Securities
Corp. BNY Mellon Capital Markets, LLC Credit Agricole
Securities (USA) Inc. ING Financial Markets LLC Mitsubishi
UFJ Securities (USA), Inc. nabSecurities, LLC SMBC Nikko
Securities America, Inc. |
Junior Co-Managers: |
|
MFR Securities, Inc. Samuel A. Ramirez &
Company, Inc. The Williams Capital Group, L.P. |
The offering of the 2025 Senior Notes is not conditioned on the completion of the offering of the 2046 Senior Notes, and
vice versa. The Issuer may sell the 2025 Senior Notes or the 2046 Senior Notes or both.
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 Web site at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus
if you request it by calling Barclays Capital Inc. toll free at 1-888-603-5847, Deutsche Bank Securities Inc. toll free at (800) 503-4611, HSBC Securities (USA) Inc. toll free at (866) 811-8049 or Wells Fargo Securities, LLC toll free at
1-800-326-5897.
SII-5
SCHEDULE III
TO PRICING AGREEMENT
Underwriters
Purchase Price of 3.600% Senior Notes due 2025: 99.542% of the principal amount thereof
Underwriters Purchase Price of 4.600% Senior Notes due 2046:
98.735% of the principal amount thereof
Closing Date: November 13, 2015
Addresses for Notices, etc. to the Representatives:
Deutsche
Bank Securities Inc.
60 Wall Street
New York, New York
10005
Attention: Debt Capital Markets Syndicate
Fax:
(212) 797-2202, with a copy to General Counsel, Fax: (212) 797-4561
Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019
Attention: Syndicate Registration
Fax: (646) 834-8133
HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, NY 10018
Attention: Transaction Management Group
Wells Fargo Securities, LLC
550 South Tyron Street
Charlotte, NC 28202
Attention: Transaction Management
III-1
Exhibit 4.1
TWENTY-EIGHTH SUPPLEMENTAL INDENTURE
between
METLIFE, INC.,
as Issuer,
and
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
Dated as of November 13, 2015
TABLE OF CONTENTS
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Page |
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ARTICLE I |
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SENIOR NOTES |
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SECTION 1.01 |
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Definitions. |
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1 |
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SECTION 1.02 |
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Establishment. |
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2 |
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SECTION 1.03 |
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Payment of Principal and Interest. |
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SECTION 1.04 |
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Denominations. |
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4 |
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SECTION 1.05 |
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Global Securities. |
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4 |
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SECTION 1.06 |
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Transfer. |
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5 |
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SECTION 1.07 |
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Defeasance. |
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5 |
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SECTION 1.08 |
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Redemption at the Option of the Company. |
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5 |
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SECTION 1.09 |
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No Sinking Fund. |
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ARTICLE II |
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MISCELLANEOUS PROVISIONS |
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SECTION 2.01 |
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Senior Notes Unaffected by Other Supplemental Indentures. |
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SECTION 2.02 |
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Trustee Not Responsible for Recitals. |
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SECTION 2.03 |
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Ratification and Incorporation of Original Indenture. |
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SECTION 2.04 |
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Governing Law. |
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8 |
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SECTION 2.05 |
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Separability. |
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SECTION 2.06 |
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Executed in Counterparts. |
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EXHIBIT A Form of 3.600% Senior Notes due 2025 |
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A-1 |
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ii
TWENTY-EIGHTH SUPPLEMENTAL INDENTURE, dated as of November 13, 2015 (this
Twenty-Eighth Supplemental Indenture), between MetLife, Inc., a Delaware corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), supplementing
the Indenture, dated as of November 9, 2001 (the Original Indenture), 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
successor to Bank One Trust Company, N.A.)), as trustee.
RECITALS
WHEREAS, the Company executed and delivered the Original Indenture to the Trustee to provide for the future issuance of the Companys
senior debt securities (the Securities), to be issued from time to time in one or more series as might be determined by the Company under the Original Indenture;
WHEREAS, pursuant to the terms of the Original Indenture and this Twenty-Eighth Supplemental Indenture (together, the
Indenture), the Company desires to provide for the establishment of a new series of Securities to be known as the 3.600% Senior Notes due 2025 (the Senior Notes), the form and substance of such Senior Notes, and
the terms, provisions and conditions thereof to be set forth herein as provided in the Indenture;
WHEREAS, the Company has requested that
the Trustee, in respect to the Senior Notes, execute and deliver this Twenty-Eighth Supplemental Indenture in such capacity; and
WHEREAS,
all requirements necessary to make this Twenty-Eighth Supplemental Indenture a valid instrument in accordance with its terms and to make the Senior Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid
obligations of the Company, have been done and performed, and the execution and delivery of this Twenty-Eighth Supplemental Indenture has been duly authorized in all respects;
NOW THEREFORE, in consideration of the purchase and acceptance of the Senior Notes by the holders thereof, and for the purpose of setting
forth, as provided in the Indenture, the form and substance of the Senior Notes, and the terms, provisions and conditions thereof, the parties hereto hereby agree as follows:
ARTICLE I
SENIOR
NOTES
SECTION 1.01 Definitions.
Unless the context otherwise requires or unless otherwise set forth herein:
(a) a term not defined herein that is defined in the Original Indenture, has the same meaning when used in this Twenty-Eighth Supplemental
Indenture;
1
(b) the definition of any term in this Twenty-Eighth Supplemental Indenture that is also defined
in the Original Indenture, shall for the purposes of this Twenty-Eighth Supplemental Indenture supersede the definition of such term in the Original Indenture;
(c) a term defined anywhere in this Twenty-Eighth Supplemental Indenture has the same meaning throughout;
(d) the definition of a term in this Twenty-Eighth Supplemental Indenture is not intended to have any effect on the meaning or definition of
an identical term that is defined in the Original Indenture insofar as the use or effect of such term in the Original Indenture, as previously defined, is concerned;
(e) the singular includes the plural and vice versa;
(f) headings are for convenience of reference only and do not affect interpretation; and
(g) the following terms have the meanings given to them in this Section 1.01(g):
Interest Payment Date means May 13 and November 13 of each year, commencing May 13, 2016.
Original Issue Date means November 13, 2015.
Redemption Date means the date fixed for the redemption of the Senior Notes by or pursuant to the Indenture.
Regular Record Date means, with respect to each Interest Payment Date, the close of business on the preceding May 1 or
November 1, as the case may be (whether or not a Business Day).
Stated Maturity means November 13, 2025.
SECTION 1.02 Establishment.
(a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Companys 3.600%
Senior Notes due 2025.
(b) There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount
to $500,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the
Senior Notes may be increased in the future with no limit, without the consent of the holders of the Senior Notes, on the same terms and with the same CUSIP and ISIN numbers as the Senior Notes, except for the issue price, Original Issue Date and,
if
2
applicable, the first Interest Payment Date and the initial interest accrual date, provided that no Event of Default with respect to the Senior Notes shall have occurred and be continuing.
The Senior Notes shall be issued in fully registered form.
(c) The Senior Notes shall be issued in the form of one or more Global
Securities, registered in the name of the Depositary (as defined below) or its nominee. Each Global Security and the Trustees Certificate of Authentication thereof, shall be in substantially the form set forth in Exhibit A hereto. The
depositary with respect to the Senior Notes shall be The Depository Trust Company (the Depositary).
(d) Each
Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
SECTION 1.03 Payment of Principal and Interest.
(a) The principal of the Senior Notes shall be due at Stated Maturity. The unpaid principal amount of the Senior Notes shall bear
interest at the rate of 3.600% per year until paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing May 13, 2016, to the Person in whose name the Senior Notes are registered on
the Regular Record Date for such Interest Payment Date, provided that interest payable at the Stated Maturity or upon redemption will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly
provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid as provided in Section 2.03 of the Original Indenture.
(b) Payments of interest on the Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Senior Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months.
(c) In the
event that any date on which interest is payable on the Senior Notes is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the
payment was originally payable.
(d) The Trustee is hereby designated as Paying Agent for the Senior Notes and all payments of the
principal of, and premium, if any, and interest due on the Senior Notes at the Stated Maturity or upon redemption will be made upon surrender of the Senior Notes at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of
New York.
(e) The principal of, and premium, if any, and interest due on the Senior Notes shall be paid in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest
3
(including interest on any Interest Payment Date) will be made, subject to such surrender where applicable and subject, in the case of a Global Security, to the Trustees arrangements with
the Depositary, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or (ii) by wire transfer at such place and to such account at a banking
institution in the United States of America as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.
SECTION 1.04 Denominations.
The Senior Notes may be issued in denominations of $2,000, or any integral multiple of $1,000 in excess thereof.
SECTION 1.05 Global Securities.
(a) Except under the limited circumstances described below, Senior Notes represented by Global Securities will not be exchangeable for, and
will not otherwise be issuable as, Senior Notes in definitive form. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.
(b) Except as otherwise provided in this Twenty-Eighth
Supplemental Indenture, owners of beneficial interests in such Global Securities will not be considered the holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for
another Global Security of like denomination and to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee. The rights of holders of such Global Securities shall be exercised only through the
Depositary.
(c) A Global Security shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive
registered form only as provided in the Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Senior Notes or if at any time the Depositary shall no longer be
registered or in good standing as a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at such time as the Depositary
is required to be so registered and the Depositary so notifies the Company and, in each case, the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such condition, as the case
may be, (ii) any Event of Default or Default has occurred and is continuing with respect to the Senior Notes or (iii) subject to the procedures of the Depositary, the Company in its sole discretion determines that the Senior Notes shall be
exchangeable for Senior Notes in definitive registered form and executes and, in each case, delivers to the Security Registrar a written order of the Company providing that the Senior Notes shall be so exchangeable, the Senior Notes shall be
exchangeable for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in
4
denominations of $2,000, or any integral multiple of $1,000 in excess thereof, and be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. Except as
provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not
be considered the holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Security that is exchangeable pursuant to this
Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depositary shall direct.
SECTION 1.06
Transfer.
The Trustee is hereby designated as Security Registrar for the Senior Notes. No service charge will be made for any
registration of transfer or exchange of Senior Notes, but payment will be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
SECTION 1.07 Defeasance.
The provisions of Sections 13.02 and 13.03 of the Original Indenture will apply to the Senior Notes.
SECTION 1.08 Redemption at the Option of the Company.
(a) At any time and from time to time prior to August 13, 2025 the Senior Notes will be redeemable at the Companys option, in whole
or in part, at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date and the Make-Whole Redemption Amount (as defined
below).
(b) At any time and from time to time on or after August 13, 2025 the Senior Notes will be redeemable at the Companys
option, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
Make-Whole Redemption Amount means the sum, as calculated by the Premium Calculation Agent, of the present
values of the remaining scheduled payments of principal of and interest on the Senior Notes to be redeemed (not including any portion of those payments of interest accrued as of any Redemption Date), discounted from their respective scheduled
payment dates to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points plus accrued and unpaid interest thereon to, but excluding, such Redemption Date.
5
For purposes of the preceding definition:
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(i) |
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding such Redemption Date.
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(ii) |
Premium Calculation Agent means an investment banking institution of national standing appointed by the Company. |
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(iii) |
Comparable Treasury Issue means, with respect to any Redemption Date, the U.S. Treasury security selected by the Premium Calculation Agent as having a maturity comparable to the term remaining
from such Redemption Date to the Stated Maturity (the Remaining Life) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Remaining Life. |
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Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the Premium Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. |
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Reference Treasury Dealers means (1) Deutsche Bank Securities Inc., Barclays Capital Inc., HSBC Securities (USA) Inc., and a Primary Treasury Dealer (as defined below) selected by Wells Fargo
Securities, LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States of America (a Primary Treasury
Dealer) the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealers selected by the Premium Calculation Agent after consultation with the Company. |
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Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Premium Calculation Agent, of the bid and ask
prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Premium Calculation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
Business Day preceding such Redemption Date. |
(c) Notwithstanding Section 3.02 of the Original Indenture, the notice of
redemption with respect to any redemption pursuant to Section 1.08(a) need not set forth the Redemption Price but only the manner of calculation thereof as described above.
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(d) The Company shall notify the Trustee of the Redemption Price with respect to any redemption
pursuant to Section 1.08(a) promptly after the calculation thereof. The Trustee shall not be responsible for calculating said Redemption Price.
(e) If less than all of the Senior Notes are to be redeemed, the Trustee shall select the Senior Notes or portions of the Senior Notes
to be redeemed by such method as the Trustee shall deem fair and appropriate. The Trustee may select for redemption Senior Notes and portions of Senior Notes in amounts of $1,000 and integral multiples of $1,000 in excess thereof (provided
that the unredeemed portion of any Senior Note to be redeemed in part will not be less than $2,000) and shall thereafter promptly notify the Company in writing of the numbers of Senior Notes to be redeemed, in whole or in part; provided that
if the Senior Notes are represented by one or more Global Securities, interests in such Global Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor.
SECTION 1.09 No Sinking Fund.
The Senior Notes shall not be entitled to any sinking fund.
ARTICLE II
MISCELLANEOUS PROVISIONS
This Twenty-Eighth Supplemental Indenture will become effective upon its execution and delivery.
SECTION 2.01 Senior Notes Unaffected by Other Supplemental Indentures.
None of the Companys supplemental indentures to the Original Indenture entered into prior to the date hereof applies to the Senior Notes.
To the extent the terms of the Original Indenture are amended by any of such other supplemental indentures, no such amendment shall relate or apply to the Senior Notes. To the extent the terms of the Original Indenture are amended as provided
herein, no such amendment shall in any way affect the terms of any such other supplemental indenture or any other series of Securities. This Twenty-Eighth Supplemental Indenture shall relate and apply solely to the Senior Notes.
SECTION 2.02 Trustee Not Responsible for Recitals.
The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency of this Twenty-Eighth Supplemental Indenture or the Senior Notes.
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SECTION 2.03 Ratification and Incorporation of Original Indenture.
As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Twenty-Eighth
Supplemental Indenture shall be read, taken and construed as one and the same instrument.
SECTION 2.04 Governing Law.
This Twenty-Eighth Supplemental Indenture shall be deemed to be a contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.
SECTION 2.05 Separability.
In case any one or more of the provisions contained in this Twenty-Eighth Supplemental Indenture or in the Senior Notes shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Twenty-Eighth Supplemental Indenture or of the Senior Notes, but this Twenty-Eighth
Supplemental Indenture and the Senior Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
SECTION 2.06 Executed in Counterparts.
This Twenty-Eighth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused
this Twenty-Eighth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
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METLIFE, INC., |
as Issuer |
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By: |
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/s/ Marlene B. Debel |
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Name: |
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Marlene B. Debel |
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Title: |
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Executive Vice President and Treasurer |
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., |
as Trustee |
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By: |
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/s/ Richard Tarnas |
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Name: |
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Richard Tarnas |
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Title: |
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Vice President |
[MetLife Senior Notes Offering 2015 Twenty-Eighth Supplemental Indenture]
EXHIBIT A
(FORM OF 3.600% SENIOR NOTES DUE 2025)
THIS SENIOR NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE ORIGINAL INDENTURE HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (DTC), A NEW YORK CORPORATION, TO METLIFE, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 1.05 OF THE TWENTY-EIGHTH SUPPLEMENTAL INDENTURE, THIS SENIOR NOTE MAY BE TRANSFERRED IN WHOLE, BUT
NOT IN PART, ONLY TO DTC, TO ANOTHER NOMINEE OF DTC OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
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No. [●] |
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CUSIP No.: 59156R BQ0 |
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ISIN No.: US59156RBQ02 |
METLIFE, INC.
Global Certificate initially representing
$[●] aggregate principal amount of
3.600% Senior Notes due 2025
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Regular Record Date: |
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With respect to each Interest Payment Date, the close of business on the preceding May 1 or November 1, as the case may be (whether or not a Business Day). |
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Original Issue Date: |
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November 13, 2015 |
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Stated Maturity: |
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November 13, 2025 |
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Interest Payment Dates: |
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May 13 and November 13 of each year, commencing May 13, 2016 |
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Interest Rate: |
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3.600% per year |
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Authorized Denomination: |
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$2,000, or any integral multiple of $1,000 in excess thereof. |
This Global Certificate is in respect of a duly authorized issue of 3.600% Senior Notes due 2025 (the
Senior Notes) of MetLife, Inc., a Delaware corporation (the Company, which term includes any successor corporation under the Indenture referred to on the reverse hereof). The Company, for value received, hereby
promises to pay to Cede & Co., or registered assigns, the amount of principal of the Senior Notes represented by this Global Certificate on the Stated Maturity shown above, and to pay interest thereon from the Original Issue Date shown
above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on each Interest Payment Date as specified above, commencing May 13, 2016, and on the Stated Maturity at the
Interest Rate per year shown above until the principal hereof is paid or made available for payment and on any overdue principal and on any overdue installment of interest at such rate to the extent permitted by law. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Stated Maturity or any Redemption Date) will, as provided in the Indenture, be paid to the Person in whose name this Senior Note is
registered at the close of business on the Regular Record Date as specified above next preceding such Interest Payment Date, provided that any interest payable at Stated Maturity or on any Redemption Date will be paid to the
Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid as provided in Section 2.03 of the Original
Indenture.
Payments of interest on this Senior Note will include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for this Senior Note shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on this Senior Note is
not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable.
Payment of the principal of, and premium, if any, and interest due on this Senior Note at the Stated Maturity or upon redemption will be made
upon surrender of this Senior Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York. The principal of, and premium, if any, and interest due on this Senior Note shall be paid in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and private debts. Payment of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable and
subject to the Trustees arrangements with the Depositary, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or (ii) by wire transfer
at such place and to such account at a banking institution in the United States of America as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.
The Senior Notes will be unsecured obligations of the Company and will rank equally in right of payment with all of the Companys
existing and future unsecured and unsubordinated indebtedness. The Senior Notes will rank senior to any subordinated indebtedness of the Company.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SENIOR NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Senior Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated:
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METLIFE, INC. |
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By: |
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Name: |
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Marlene B. Debel |
Title: |
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Executive Vice President and Treasurer |
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Attest: |
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Name: |
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Timothy J. Ring |
Title: |
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Secretary |
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within mentioned Indenture.
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., |
as Trustee |
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By: |
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Authorized Signatory |
Dated:
REVERSE OF SENIOR NOTE
1. This Senior Note is one of a duly authorized issue of senior debt securities of the Company (the Securities)
issued and issuable in one or more series under an Indenture dated as of November 9, 2001 (the Original Indenture), as supplemented by the Twenty-Eighth Supplemental Indenture, dated as of November 13, 2015 (the
Twenty-Eighth Supplemental Indenture, and together with the Original Indenture, the Indenture), 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 successor to Bank One Trust Company, N.A.)), as trustee (the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Senior Notes issued thereunder and of the terms upon which said
Senior Notes are, and are to be, authenticated and delivered. This Senior Note is one of the series designated on the face hereof as the 3.600% Senior Notes due 2025, initially limited in aggregate principal amount of $500,000,000;
provided, however, that (subject to the provisions of the Twenty-Eighth Supplemental Indenture) the aggregate principal amount of the Senior Notes may be increased in the future with no limit, without the
consent of the holders of the Senior Notes, on the same terms and with the same CUSIP and ISIN numbers as the Senior Notes, except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest
accrual date, provided that no Event of Default with respect to the Senior Notes shall have occurred and be continuing. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth
in the Indenture.
2. This Senior Note is exchangeable in whole or, from time to time, in part for Senior Notes in
definitive registered form only as provided herein and in the Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Senior Note or if at any time the Depositary shall
no longer be registered or in good standing as a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at such time as the
Depositary is required to be so registered and the Depositary so notifies the Company and, in each case, the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such condition, as
the case may be, (ii) any Event of Default or Default has occurred and is continuing with respect to the Senior Notes or (iii) subject to the procedures of the Depositary, the Company in its sole discretion determines that this Senior Note
shall be exchangeable for Senior Notes in definitive registered form and executes and delivers to the Security Registrar a written order of the Company providing that this Senior Note shall be so exchangeable, this Senior Note shall be exchangeable
for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for this Senior Note shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof and be of like
aggregate principal amount and tenor as the portion of this Senior Note to be exchanged. Except as provided above or in the Twenty-Eighth Supplemental Indenture, owners of beneficial interests in this Senior Note will not be entitled to have Senior
Notes registered in their names, will not receive or be
entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. Neither the Company, the Trustee,
any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in this Senior Note, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
3. If an Event of Default with respect to the Senior Notes shall
occur and be continuing, the principal of the Senior Notes may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.
4. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Senior Notes at the time Outstanding, on behalf of the holders of all Senior Notes,
to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Senior Note shall be conclusive and binding upon such
holder and upon all future holders of this Senior Note and of any Senior Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Senior Note.
5. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company pursuant to this
Senior Note and (b) restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Senior Note.
6. (a) At any time and from time to time prior to August 13, 2025, this Senior Note will be redeemable at the Companys option, in
whole or in part, at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, such Redemption Date and the Make-Whole Redemption Amount (as
defined below).
(b) At any time and from time to time on or after August 13, 2025, this Senior Note will be redeemable at the
Companys option, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, such Redemption Date.
Make-Whole Redemption Amount means the sum, as calculated by the Premium Calculation Agent, of the present
values of the remaining scheduled payments of principal of and interest on the Senior Notes to be redeemed (not including any portion of those payments of interest accrued as of any Redemption Date), discounted from their respective scheduled
payment dates to such Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points plus accrued and unpaid interest thereon to, but excluding, such Redemption Date.
For purposes of the preceding definition:
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Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding such Redemption Date.
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Premium Calculation Agent means an investment banking institution of national standing appointed by the Company. |
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Comparable Treasury Issue means, with respect to any Redemption Date, the U.S. Treasury security selected by the Premium Calculation Agent as having a maturity comparable to the term remaining
from such Redemption Date to the Stated Maturity (the Remaining Life) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Remaining Life. |
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Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the Premium Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. |
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Reference Treasury Dealers means (1) Deutsche Bank Securities Inc., Barclays Capital Inc., HSBC Securities (USA) Inc., and a Primary Treasury Dealer (as defined below) selected by Wells Fargo
Securities, LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States of America (a Primary Treasury
Dealer) the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealers selected by the Premium Calculation Agent after consultation with the Company. |
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Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Premium Calculation Agent, of the bid and ask
prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Premium Calculation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
Business Day preceding such Redemption Date. |
7. The Trustee shall not be responsible for calculating the Redemption Price with respect to any
redemption occurring prior to August 13, 2025.
8. If less than all of the Senior Notes are to be redeemed, the Trustee shall
select the Senior Notes or portions of Senior Notes to be redeemed by such method as the Trustee shall deem fair and appropriate. The Trustee may select for redemption Senior Notes and portions of Senior Notes in amounts of $1,000 and integral
multiples of $1,000 in excess thereof (provided that the unredeemed portion of any Senior Note to be redeemed in part will not be less than $2,000) and shall thereafter promptly notify the Company in writing of the numbers of Senior Notes to
be redeemed, in whole or in part; provided that if the Senior Notes are represented by one or more Global Securities, interests in such Global Securities shall be selected for redemption by the Depositary in accordance with its standard
procedures therefor.
9. No reference herein to the Indenture and no provision of this Senior Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest due on this Senior Note at the time, place and rate, and in the coin or currency, herein prescribed.
10. (a) As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Senior Note is registrable in
the Security Register, upon surrender of this Senior Note for registration of transfer at the office or agency of the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
or the Security Registrar and duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Notes, of authorized denominations and of like tenor and for the same aggregate principal amount, will
be issued to the designated transferee or transferees. No service charge shall be made for any such exchange or registration of transfer, but the Company will require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
(b) Prior to due presentment of this Senior Note for registration of transfer, the Company, the Trustee, any
Paying Agent and the Security Registrar of the Company or the Trustee may deem and treat the Person in whose name this Senior Note is registered as the absolute owner hereof for all purposes (subject to Section 1.03(a) of the Twenty-Eighth
Supplement Indenture), whether or not this Senior Note be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security Registrar, and neither the Company nor the Trustee nor any Paying Agent nor the
Security Registrar shall be affected by notice to the contrary. Except as provided in Section 1.03(a) of the Twenty-Eighth Supplemental Indenture, all payments of the principal of and premium, if any, and interest due on this Senior Note made
to or upon the order of the registered holder hereof shall, to the extent of the amount or amounts so paid, effectually satisfy and discharge liability for moneys payable on this Senior Note.
(c) The Senior Notes are issuable only in registered form without coupons in denominations of $2,000, or any integral multiple of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Senior Notes are exchangeable for a like aggregate principal amount of Senior Notes of a different authorized denomination, as requested by the holder
surrendering the same upon surrender of the Senior Note or Senior Notes to be exchanged at the office or agency of the Company.
11. No recourse shall be had for payment of the principal of, or premium, if any, or interest on
this Senior Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any
predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.
12. This Senior Note shall be deemed to be a contract made under the internal
laws of the State of New York, and for all purposes shall be construed in accordance with laws of said State.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
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UNIF GIFT MIN ACT - Custodian under Uniform Gift to Minors Act |
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Additional abbreviations may also be used though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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(please insert Social Security or other identifying number of assignee) |
the within Senior Note and all rights thereunder, hereby irrevocably constituting and appointing
agent to transfer said Senior Note on the books of the Company, with full power of substitution in the premises.
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Dated: |
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatsoever. |
Exhibit 4.2
TWENTY-NINTH SUPPLEMENTAL INDENTURE
between
METLIFE, INC.,
as Issuer,
and
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A.,
as Trustee
Dated as of November 13, 2015
TABLE OF CONTENTS
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Page |
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ARTICLE I |
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SENIOR NOTES |
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SECTION 1.01 |
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Definitions. |
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1 |
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SECTION 1.02 |
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Establishment. |
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2 |
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SECTION 1.03 |
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Payment of Principal and Interest. |
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SECTION 1.04 |
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Denominations. |
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SECTION 1.05 |
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Global Securities. |
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SECTION 1.06 |
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Transfer. |
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SECTION 1.07 |
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Defeasance. |
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SECTION 1.08 |
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Redemption at the Option of the Company. |
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SECTION 1.09 |
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No Sinking Fund. |
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ARTICLE II |
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MISCELLANEOUS PROVISIONS |
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SECTION 2.01 |
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Senior Notes Unaffected by Other Supplemental Indentures. |
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SECTION 2.02 |
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Trustee Not Responsible for Recitals. |
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SECTION 2.03 |
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Ratification and Incorporation of Original Indenture. |
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SECTION 2.04 |
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Governing Law. |
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SECTION 2.05 |
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Separability. |
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SECTION 2.06 |
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Executed in Counterparts. |
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EXHIBIT A Form of 4.600% Senior Notes due 2046 |
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A-1 |
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ii
TWENTY-NINTH SUPPLEMENTAL INDENTURE, dated as of November 13, 2015 (this
Twenty-Ninth Supplemental Indenture), between MetLife, Inc., a Delaware corporation (the Company), and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee), supplementing
the Indenture, dated as of November 9, 2001 (the Original Indenture), 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
successor to Bank One Trust Company, N.A.)), as trustee.
RECITALS
WHEREAS, the Company executed and delivered the Original Indenture to the Trustee to provide for the future issuance of the Companys
senior debt securities (the Securities), to be issued from time to time in one or more series as might be determined by the Company under the Original Indenture;
WHEREAS, pursuant to the terms of the Original Indenture and this Twenty-Ninth Supplemental Indenture (together, the
Indenture), the Company desires to provide for the establishment of a new series of Securities to be known as the 4.600% Senior Notes due 2046 (the Senior Notes), the form and substance of such Senior Notes, and
the terms, provisions and conditions thereof to be set forth herein as provided in the Indenture;
WHEREAS, the Company has requested that
the Trustee, in respect to the Senior Notes, execute and deliver this Twenty-Ninth Supplemental Indenture in such capacity; and
WHEREAS,
all requirements necessary to make this Twenty-Ninth Supplemental Indenture a valid instrument in accordance with its terms and to make the Senior Notes, when executed by the Company and authenticated and delivered by the Trustee, the valid
obligations of the Company, have been done and performed, and the execution and delivery of this Twenty-Ninth Supplemental Indenture has been duly authorized in all respects;
NOW THEREFORE, in consideration of the purchase and acceptance of the Senior Notes by the holders thereof, and for the purpose of setting
forth, as provided in the Indenture, the form and substance of the Senior Notes, and the terms, provisions and conditions thereof, the parties hereto hereby agree as follows:
ARTICLE I
SENIOR
NOTES
SECTION 1.01 Definitions.
Unless the context otherwise requires or unless otherwise set forth herein:
(a) a term not defined herein that is defined in the Original Indenture, has the same meaning when used in this Twenty-Ninth Supplemental
Indenture;
1
(b) the definition of any term in this Twenty-Ninth Supplemental Indenture that is also defined
in the Original Indenture, shall for the purposes of this Twenty-Ninth Supplemental Indenture supersede the definition of such term in the Original Indenture;
(c) a term defined anywhere in this Twenty-Ninth Supplemental Indenture has the same meaning throughout;
(d) the definition of a term in this Twenty-Ninth Supplemental Indenture is not intended to have any effect on the meaning or definition of an
identical term that is defined in the Original Indenture insofar as the use or effect of such term in the Original Indenture, as previously defined, is concerned;
(e) the singular includes the plural and vice versa;
(f) headings are for convenience of reference only and do not affect interpretation; and
(g) the following terms have the meanings given to them in this Section 1.01(g):
Interest Payment Date means May 13 and November 13 of each year, commencing May 13, 2016.
Original Issue Date means November 13, 2015.
Redemption Date means the date fixed for the redemption of the Senior Notes by or pursuant to the Indenture.
Regular Record Date means, with respect to each Interest Payment Date, the close of business on the
preceding May 1 or November 1, as the case may be (whether or not a Business Day).
Stated
Maturity means May 13, 2046.
SECTION 1.02 Establishment.
(a) There is hereby established a new series of Securities to be issued under the Indenture, to be designated as the Companys 4.600%
Senior Notes due 2046.
(b) There are to be authenticated and delivered the Senior Notes, initially limited in aggregate principal amount
to $750,000,000, and no further Senior Notes shall be authenticated and delivered except as provided by Sections 2.05, 2.07, 2.11, 3.03 or 9.04 of the Original Indenture; provided, however, that the aggregate principal amount of the
Senior Notes may be increased in the future with no limit, without the consent of the holders of the Senior Notes, on the same terms and with the same CUSIP and ISIN numbers as the Senior Notes, except for the issue price, Original Issue Date and,
if
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applicable, the first Interest Payment Date and the initial interest accrual date, provided that no Event of Default with respect to the Senior Notes shall have occurred and be continuing.
The Senior Notes shall be issued in fully registered form.
(c) The Senior Notes shall be issued in the form of one or more Global
Securities, registered in the name of the Depositary (as defined below) or its nominee. Each Global Security and the Trustees Certificate of Authentication thereof, shall be in substantially the form set forth in Exhibit A hereto. The
depositary with respect to the Senior Notes shall be The Depository Trust Company (the Depositary).
(d) Each
Senior Note shall be dated the date of authentication thereof and shall bear interest from the Original Issue Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for.
SECTION 1.03 Payment of Principal and Interest.
(a) The principal of the Senior Notes shall be due at Stated Maturity. The unpaid principal amount of the Senior Notes shall bear
interest at the rate of 4.600% per year until paid or duly provided for. Interest shall be paid semi-annually in arrears on each Interest Payment Date, commencing May 13, 2016, to the Person in whose name the Senior Notes are registered on
the Regular Record Date for such Interest Payment Date, provided that interest payable at the Stated Maturity or upon redemption will be paid to the Person to whom principal is payable. Any such interest that is not so punctually paid or duly
provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid as provided in Section 2.03 of the Original Indenture.
(b) Payments of interest on the Senior Notes will include interest accrued to but excluding the respective Interest Payment Dates. Interest
payments for the Senior Notes shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months.
(c) In the
event that any date on which interest is payable on the Senior Notes is not a Business Day, then a payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay), except that, if such Business Day is in the next succeeding calendar year, such payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the
payment was originally payable.
(d) The Trustee is hereby designated as Paying Agent for the Senior Notes and all payments of the
principal of, and premium, if any, and interest due on the Senior Notes at the Stated Maturity or upon redemption will be made upon surrender of the Senior Notes at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of
New York.
(e) The principal of, and premium, if any, and interest due on the Senior Notes shall be paid in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and private debts. Payments of interest
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(including interest on any Interest Payment Date) will be made, subject to such surrender where applicable and subject, in the case of a Global Security, to the Trustees arrangements with
the Depositary, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or (ii) by wire transfer at such place and to such account at a banking
institution in the United States of America as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.
SECTION 1.04 Denominations.
The Senior Notes may be issued in denominations of $2,000, or any integral multiple of $1,000 in excess thereof.
SECTION 1.05 Global Securities.
(a) Except under the limited circumstances described below, Senior Notes represented by Global Securities will not be exchangeable for, and
will not otherwise be issuable as, Senior Notes in definitive form. The Global Securities described above may not be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or to a successor Depositary or its nominee.
(b) Except as otherwise provided in this Twenty-Ninth Supplemental
Indenture, owners of beneficial interests in such Global Securities will not be considered the holders thereof for any purpose under the Indenture, and no Global Security representing a Senior Note shall be exchangeable, except for another Global
Security of like denomination and to be registered in the name of the Depositary or its nominee or to a successor Depositary or its nominee. The rights of holders of such Global Securities shall be exercised only through the Depositary.
(c) A Global Security shall be exchangeable in whole or, from time to time, in part for Senior Notes in definitive registered form only as
provided in the Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for the Senior Notes or if at any time the Depositary shall no longer be registered or in good standing
as a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at such time as the Depositary is required to be so registered
and the Depositary so notifies the Company and, in each case, the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such condition, as the case may be, (ii) any Event of
Default or Default has occurred and is continuing with respect to the Senior Notes or (iii) subject to the procedures of the Depositary, the Company in its sole discretion determines that the Senior Notes shall be exchangeable for Senior Notes
in definitive registered form and executes and, in each case, delivers to the Security Registrar a written order of the Company providing that the Senior Notes shall be so exchangeable, the Senior Notes shall be exchangeable for Senior Notes in
definitive registered form, provided that the definitive Senior Notes so issued in exchange for the Senior Notes shall be in
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denominations of $2,000, or any integral multiple of $1,000 in excess thereof, and be of like aggregate principal amount and tenor as the portion of the Senior Notes to be exchanged. Except as
provided herein, owners of beneficial interests in the Senior Notes will not be entitled to have Senior Notes registered in their names, will not receive or be entitled to physical delivery of Senior Notes in definitive registered form and will not
be considered the holders thereof for any purpose under the Indenture. Neither the Company, the Trustee, any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests in the Senior Notes, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Any Global Security that is exchangeable pursuant to this
Section 1.05(c) shall be exchangeable for Senior Notes registered in such names as the Depositary shall direct.
SECTION 1.06
Transfer.
The Trustee is hereby designated as Security Registrar for the Senior Notes. No service charge will be made for any
registration of transfer or exchange of Senior Notes, but payment will be required of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith.
SECTION 1.07 Defeasance.
The provisions of Sections 13.02 and 13.03 of the Original Indenture will apply to the Senior Notes.
SECTION 1.08 Redemption at the Option of the Company.
(a) At any time and from time to time prior to November 13, 2045 the Senior Notes will be redeemable at the Companys option, in
whole or in part, at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date and the Make-Whole Redemption Amount (as
defined below).
(b) At any time and from time to time on or after November 13, 2045 the Senior Notes will be redeemable at the
Companys option, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.
Make-Whole Redemption Amount means the sum, as calculated by the Premium Calculation Agent, of the present
values of the remaining scheduled payments of principal of and interest on the Senior Notes to be redeemed (not including any portion of those payments of interest accrued as of any Redemption Date), discounted from their respective scheduled
payment dates to such Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points plus accrued and unpaid interest thereon to, but excluding, such Redemption Date.
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For purposes of the preceding definition:
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Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding such Redemption Date.
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Premium Calculation Agent means an investment banking institution of national standing appointed by the Company. |
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Comparable Treasury Issue means, with respect to any Redemption Date, the U.S. Treasury security selected by the Premium Calculation Agent as having a maturity comparable to the term remaining
from such Redemption Date to the Stated Maturity (the Remaining Life) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Remaining Life. |
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Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the Premium Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. |
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Reference Treasury Dealers means (1) Deutsche Bank Securities Inc., Barclays Capital Inc., HSBC Securities (USA) Inc. and a Primary Treasury Dealer (as defined below) selected by Wells Fargo
Securities, LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States of America (a Primary Treasury
Dealer) the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealers selected by the Premium Calculation Agent after consultation with the Company. |
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Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Premium Calculation Agent, of the bid and ask
prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Premium Calculation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
Business Day preceding such Redemption Date. |
(c) Notwithstanding Section 3.02 of the Original Indenture, the notice of
redemption with respect to any redemption pursuant to Section 1.08(a) need not set forth the Redemption Price but only the manner of calculation thereof as described above.
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(d) The Company shall notify the Trustee of the Redemption Price with respect to any redemption
pursuant to Section 1.08(a) promptly after the calculation thereof. The Trustee shall not be responsible for calculating said Redemption Price.
(e) If less than all of the Senior Notes are to be redeemed, the Trustee shall select the Senior Notes or portions of the Senior Notes
to be redeemed by such method as the Trustee shall deem fair and appropriate. The Trustee may select for redemption Senior Notes and portions of Senior Notes in amounts of $1,000 and integral multiples of $1,000 in excess thereof (provided
that the unredeemed portion of any Senior Note to be redeemed in part will not be less than $2,000) and shall thereafter promptly notify the Company in writing of the numbers of Senior Notes to be redeemed, in whole or in part; provided that
if the Senior Notes are represented by one or more Global Securities, interests in such Global Securities shall be selected for redemption by the Depositary in accordance with its standard procedures therefor.
SECTION 1.09 No Sinking Fund.
The Senior Notes shall not be entitled to any sinking fund.
ARTICLE II
MISCELLANEOUS PROVISIONS
This Twenty-Ninth Supplemental Indenture will become effective upon its execution and delivery.
SECTION 2.01 Senior Notes Unaffected by Other Supplemental Indentures.
None of the Companys supplemental indentures to the Original Indenture entered into prior to the date hereof applies to the Senior Notes.
To the extent the terms of the Original Indenture are amended by any of such other supplemental indentures, no such amendment shall relate or apply to the Senior Notes. To the extent the terms of the Original Indenture are amended as provided
herein, no such amendment shall in any way affect the terms of any such other supplemental indenture or any other series of Securities. This Twenty-Ninth Supplemental Indenture shall relate and apply solely to the Senior Notes.
SECTION 2.02 Trustee Not Responsible for Recitals.
The recitals herein contained are made by the Company and not by the Trustee, and the Trustee assumes no responsibility for the correctness
thereof. The Trustee makes no representation as to the validity or sufficiency of this Twenty-Ninth Supplemental Indenture or the Senior Notes.
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SECTION 2.03 Ratification and Incorporation of Original Indenture.
As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Twenty-Ninth
Supplemental Indenture shall be read, taken and construed as one and the same instrument.
SECTION 2.04 Governing Law.
This Twenty-Ninth Supplemental Indenture shall be deemed to be a contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State.
SECTION 2.05 Separability.
In case any one or more of the provisions contained in this Twenty-Ninth Supplemental Indenture or in the Senior Notes shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Twenty-Ninth Supplemental Indenture or of the Senior Notes, but this Twenty-Ninth Supplemental
Indenture and the Senior Notes shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein or therein.
SECTION 2.06 Executed in Counterparts.
This Twenty-Ninth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused
this Twenty-Ninth Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized, all as of the day and year first above written.
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METLIFE, INC., |
as Issuer |
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By: |
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/s/ Marlene B. Debel |
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Name: |
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Marlene B. Debel |
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Title: |
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Executive Vice President and Treasurer |
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THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee |
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By: |
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/s/ Richard Tarnas |
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Name: |
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Richard Tarnas |
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Title: |
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Vice President |
[MetLife Senior Notes Offering 2015 Twenty-Ninth Supplemental Indenture]
EXHIBIT A
(FORM OF 4.600% SENIOR NOTES DUE 2046)
THIS SENIOR NOTE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE ORIGINAL INDENTURE HEREINAFTER REFERRED TO. UNLESS THIS CERTIFICATE IS
PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (DTC), A NEW YORK CORPORATION, TO METLIFE, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 1.05 OF THE TWENTY-NINTH SUPPLEMENTAL INDENTURE, THIS SENIOR NOTE MAY BE TRANSFERRED IN WHOLE, BUT
NOT IN PART, ONLY TO DTC, TO ANOTHER NOMINEE OF DTC OR TO A SUCCESSOR DEPOSITARY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.
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No. [●] |
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CUSIP No.: 59156R BR8 |
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ISIN No.: US59156RBR84 |
METLIFE, INC.
Global Certificate initially representing
$[●] aggregate principal amount of
4.600% Senior Notes due 2046
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Regular Record Date: |
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With respect to each Interest Payment Date, the close of business on the preceding May 1 or November 1, as the case may be (whether or not a Business Day). |
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Original Issue Date: |
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November 13, 2015 |
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Stated Maturity: |
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May 13, 2046 |
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Interest Payment Dates: |
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May 13 and November 13 of each year, commencing May 13, 2016 |
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Interest Rate: |
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4.600% per year |
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Authorized Denomination: |
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$2,000, or any integral multiple of $1,000 in excess thereof. |
This Global Certificate is in respect of a duly authorized issue of 4.600% Senior Notes due 2046 (the
Senior Notes) of MetLife, Inc., a Delaware corporation (the Company, which term includes any successor corporation under the Indenture referred to on the reverse hereof). The Company, for value received, hereby
promises to pay to Cede & Co., or registered assigns, the amount of principal of the Senior Notes represented by this Global Certificate on the Stated Maturity shown above, and to pay interest thereon from the Original Issue Date shown
above, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually in arrears on each Interest Payment Date as specified above, commencing May 13, 2016, and on the Stated Maturity at the
Interest Rate per year shown above until the principal hereof is paid or made available for payment and on any overdue principal and on any overdue installment of interest at such rate to the extent permitted by law. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date (other than an Interest Payment Date that is the Stated Maturity or any Redemption Date) will, as provided in the Indenture, be paid to the Person in whose name this Senior Note is
registered at the close of business on the Regular Record Date as specified above next preceding such Interest Payment Date, provided that any interest payable at Stated Maturity or on any Redemption Date will be paid to the
Person to whom principal is payable. Any such interest that is not so punctually paid or duly provided for will forthwith cease to be payable to the holders on such Regular Record Date and may be paid as provided in Section 2.03 of the Original
Indenture.
Payments of interest on this Senior Note will include interest accrued to but excluding the
respective Interest Payment Dates. Interest payments for this Senior Note shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is payable on this Senior Note is
not a Business Day, then payment of the interest payable on such date will be made on the next succeeding day that is a Business Day (and without any interest or other payment in respect of any such delay), except that, if such Business Day is in
the next succeeding calendar year, payment shall be made on the immediately preceding Business Day, in each case with the same force and effect as if made on the date the payment was originally payable.
Payment of the principal of, and premium, if any, and interest due on this Senior Note at the Stated Maturity or upon redemption will be made
upon surrender of this Senior Note at the Corporate Trust Office of the Trustee in the Borough of Manhattan, The City of New York. The principal of, and premium, if any, and interest due on this Senior Note shall be paid in such coin or currency of
the United States of America as at the time of payment is legal tender for payment of public and private debts. Payment of interest (including interest on any Interest Payment Date) will be made, subject to such surrender where applicable and
subject to the Trustees arrangements with the Depositary, at the option of the Company, (i) by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register, or (ii) by wire transfer
at such place and to such account at a banking institution in the United States of America as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Person entitled thereto.
The Senior Notes will be unsecured obligations of the Company and will rank equally in right of payment with all of the Companys
existing and future unsecured and unsubordinated indebtedness. The Senior Notes will rank senior to any subordinated indebtedness of the Company.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS SENIOR NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been executed by the
Trustee by manual signature, this Senior Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.
Dated:
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METLIFE, INC. |
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By: |
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Name: |
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Marlene B. Debel |
Title: |
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Executive Vice President and Treasurer |
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Attest: |
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Name: |
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Timothy J. Ring |
Title: |
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Secretary |
CERTIFICATE OF AUTHENTICATION
This is one of the Senior Notes referred to in the within mentioned Indenture.
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THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., |
as Trustee |
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By: |
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Authorized Signatory |
Dated:
REVERSE OF SENIOR NOTE
1. This Senior Note is one of a duly authorized issue of senior debt securities of the Company (the Securities)
issued and issuable in one or more series under an Indenture dated as of November 9, 2001 (the Original Indenture), as supplemented by the Twenty-Ninth Supplemental Indenture, dated as of November 13, 2015 (the
Twenty-Ninth Supplemental Indenture, and together with the Original Indenture, the Indenture), 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 successor to Bank One Trust Company, N.A.)), as trustee (the Trustee, which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the holders of the Senior Notes issued thereunder and of the terms upon which said
Senior Notes are, and are to be, authenticated and delivered. This Senior Note is one of the series designated on the face hereof as the 4.600% Senior Notes due 2046, initially limited in aggregate principal amount of $750,000,000;
provided, however, that (subject to the provisions of the Twenty-Ninth Supplemental Indenture) the aggregate principal amount of the Senior Notes may be increased in the future with no limit, without the
consent of the holders of the Senior Notes, on the same terms and with the same CUSIP and ISIN numbers as the Senior Notes, except for the issue price, Original Issue Date and, if applicable, the first Interest Payment Date and the initial interest
accrual date, provided that no Event of Default with respect to the Senior Notes shall have occurred and be continuing. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth
in the Indenture.
2. This Senior Note is exchangeable in whole or, from time to time, in part for Senior Notes in definitive
registered form only as provided herein and in the Indenture. If (i) at any time the Depositary notifies the Company that it is unwilling or unable to continue as Depositary for this Senior Note or if at any time the Depositary shall no longer
be registered or in good standing as a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation, at such time as the
Depositary is required to be so registered and the Depositary so notifies the Company and, in each case, the Company does not appoint a successor Depositary within 90 days after the Company receives such notice or becomes aware of such condition, as
the case may be, (ii) any Event of Default or Default has occurred and is continuing with respect to the Senior Notes or (iii) subject to the procedures of the Depositary, the Company in its sole discretion determines that this Senior Note
shall be exchangeable for Senior Notes in definitive registered form and executes and delivers to the Security Registrar a written order of the Company providing that this Senior Note shall be so exchangeable, this Senior Note shall be exchangeable
for Senior Notes in definitive registered form, provided that the definitive Senior Notes so issued in exchange for this Senior Note shall be in denominations of $2,000 and integral multiples of $1,000 in excess thereof and be of like
aggregate principal amount and tenor as the portion of this Senior Note to be exchanged. Except as provided above or in the Twenty-Ninth Supplemental Indenture, owners of beneficial interests in this Senior Note will not be entitled to have Senior
Notes registered in their names, will not receive or be
entitled to physical delivery of Senior Notes in definitive registered form and will not be considered the holders thereof for any purpose under the Indenture. Neither the Company, the Trustee,
any Paying Agent nor the Security Registrar shall have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in this Senior Note, or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
3. If an Event of Default with respect to the Senior Notes shall
occur and be continuing, the principal of the Senior Notes may be declared due and payable in the manner, with the effect and subject to the conditions provided in the Indenture.
4. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the holders of the Securities under the Indenture at any time by the Company and the Trustee with the consent of the holders of not less than a majority in aggregate principal amount of the Securities at
the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the holders of specified percentages in principal amount of the Senior Notes at the time Outstanding, on behalf of the holders of all Senior Notes,
to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the holder of this Senior Note shall be conclusive and binding upon such
holder and upon all future holders of this Senior Note and of any Senior Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Senior Note.
5. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Company pursuant to this
Senior Note and (b) restrictive covenants and the related Events of Default, upon compliance by the Company with certain conditions set forth therein, which provisions apply to this Senior Note.
6. (a) At any time and from time to time prior to November 13, 2045, this Senior Note will be redeemable at the Companys option, in
whole or in part, at a redemption price equal to the greater of 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, such Redemption Date and the Make-Whole Redemption Amount (as
defined below).
(b) At any time and from time to time on or after November 13, 2045, this Senior Note will be redeemable at the
Companys option, in whole or in part, at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest thereon to, but excluding, such Redemption Date.
Make-Whole Redemption Amount means the sum, as calculated by the Premium Calculation Agent, of the present values of
the remaining scheduled payments of principal of and interest on the Senior Notes to be redeemed (not including any portion of those payments of interest accrued as of any Redemption Date), discounted from their respective scheduled payment dates to
such Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points plus accrued and unpaid interest thereon to, but excluding, such Redemption Date.
For purposes of the preceding definition:
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(i) |
Treasury Rate means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such Redemption Date. The Treasury Rate will be calculated on the third Business Day preceding such Redemption Date.
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(ii) |
Premium Calculation Agent means an investment banking institution of national standing appointed by the Company. |
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(iii) |
Comparable Treasury Issue means, with respect to any Redemption Date, the U.S. Treasury security selected by the Premium Calculation Agent as having a maturity comparable to the term remaining
from such Redemption Date to the Stated Maturity (the Remaining Life) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the Remaining Life. |
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(iv) |
Comparable Treasury Price means, with respect to any Redemption Date, (1) the average of five Reference Treasury Dealer Quotations for such Redemption Date, after excluding the highest and lowest
Reference Treasury Dealer Quotations, or (2) if the Premium Calculation Agent obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations. |
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(v) |
Reference Treasury Dealers means (1) Deutsche Bank Securities Inc., Barclays Capital Inc., HSBC Securities (USA) Inc., and a Primary Treasury Dealer (as defined below) selected by Wells Fargo
Securities, LLC and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. government securities dealer in the United States of America (a Primary Treasury
Dealer) the Company will substitute therefor another Primary Treasury Dealer, and (2) any other Primary Treasury Dealers selected by the Premium Calculation Agent after consultation with the Company. |
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(vi) |
Reference Treasury Dealer Quotations means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Premium Calculation Agent, of the bid and ask
prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Premium Calculation Agent by such Reference Treasury Dealer at 3:30 p.m., New York City time, on the third
Business Day preceding such Redemption Date. |
7. The Trustee shall not be responsible for calculating the Redemption Price with respect to any
redemption occurring prior to November 13, 2045.
8. If less than all of the Senior Notes are to be redeemed, the Trustee
shall select the Senior Notes or portions of Senior Notes to be redeemed by such method as the Trustee shall deem fair and appropriate. The Trustee may select for redemption Senior Notes and portions of Senior Notes in amounts of $1,000 and integral
multiples of $1,000 in excess thereof (provided that the unredeemed portion of any Senior Note to be redeemed in part will not be less than $2,000) and shall thereafter promptly notify the Company in writing of the numbers of Senior Notes to
be redeemed, in whole or in part; provided that if the Senior Notes are represented by one or more Global Securities, interests in such Global Securities shall be selected for redemption by the Depositary in accordance with its standard
procedures therefor.
9. No reference herein to the Indenture and no provision of this Senior Note or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of, and premium, if any, and interest due on this Senior Note at the time, place and rate, and in the coin or currency, herein prescribed.
10. (a) As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Senior Note is registrable in
the Security Register, upon surrender of this Senior Note for registration of transfer at the office or agency of the Company for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
or the Security Registrar and duly executed by, the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Senior Notes, of authorized denominations and of like tenor and for the same aggregate principal amount, will
be issued to the designated transferee or transferees. No service charge shall be made for any such exchange or registration of transfer, but the Company will require payment of a sum sufficient to cover any tax or other governmental charge payable
in connection therewith.
(b) Prior to due presentment of this Senior Note for registration of transfer, the Company, the Trustee, any
Paying Agent and the Security Registrar of the Company or the Trustee may deem and treat the Person in whose name this Senior Note is registered as the absolute owner hereof for all purposes (subject to Section 1.03(a) of the Twenty-Ninth
Supplement Indenture), whether or not this Senior Note be overdue and notwithstanding any notice of ownership or writing thereon made by anyone other than the Security Registrar, and neither the Company nor the Trustee nor any Paying Agent nor the
Security Registrar shall be affected by notice to the contrary. Except as provided in Section 1.03(a) of the Twenty-Ninth Supplemental Indenture, all payments of the principal of and premium, if any, and interest due on this Senior Note made to
or upon the order of the registered holder hereof shall, to the extent of the amount or amounts so paid, effectually satisfy and discharge liability for moneys payable on this Senior Note.
(c) The Senior Notes are issuable only in registered form without coupons in denominations of $2,000, or any integral multiple of $1,000 in
excess thereof. As provided in the Indenture and subject to certain limitations therein set forth, Senior Notes are exchangeable for a like aggregate principal amount of Senior Notes of a different authorized denomination, as requested by the holder
surrendering the same upon surrender of the Senior Note or Senior Notes to be exchanged at the office or agency of the Company.
11. No recourse shall be had for payment of the principal of, or premium, if any, or interest on
this Senior Note, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture, against any incorporator, stockholder, officer or director, past, present or future, as such, of the Company or of any
predecessor or successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration
for the issuance hereof, expressly waived and released.
12. This Senior Note shall be deemed to be a contract made under the internal
laws of the State of New York, and for all purposes shall be construed in accordance with laws of said State.
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
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TEN COM |
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- as tenants in common |
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UNIF GIFT MIN ACT - Custodian under Uniform Gift to Minors Act |
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(State) |
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TEN ENT |
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- as tenants by the entireties |
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JT TEN |
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- as joint tenants with right of survivorship and not as tenants in common. |
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Additional abbreviations may also be used though not on the above list.
FOR VALUE RECEIVED, the undersigned hereby sell(s) and transfer(s) unto
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING POSTAL ZIP CODE OF ASSIGNEE
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(please insert Social Security or other identifying number of assignee) |
the within Senior Note and all rights thereunder, hereby irrevocably constituting and appointing
agent to transfer said Senior Note on the books of the Company, with full power of substitution in the premises.
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Dated: |
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NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular without alteration or enlargement, or any change whatsoever. |
Exhibit 5.1
November 13, 2015
MetLife, Inc.
1095 Avenue of the Americas
New York, NY 10036
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RE: |
METLIFE, INC. UNDERWRITTEN PUBLIC OFFERING OF SENIOR
NOTES |
Ladies and Gentlemen:
We have acted as special counsel to MetLife, Inc., a Delaware corporation (the Company), in connection with the
issuance and sale of $500,000,000 in aggregate principal amount of the Companys 3.600% Senior Notes due 2025 (the 2025 Senior Notes) and $750,000,000 in aggregate principal amount of the Companys 4.600% Senior Notes
due 2046 (the 2046 Senior Notes, and together with the 2025 Senior Notes, the Senior Notes), pursuant to the Underwriting Agreement, dated November 9, 2015 (the Underwriting Agreement),
among the Company and the representatives (the Representatives) of the underwriters (the Underwriters) listed on Schedule I to the Pricing Agreement, dated November 9, 2015 (the Pricing
Agreement), among the Company and the Representatives. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement.
In the above capacity, we have reviewed: (a) the registration statement on Form S-3 (File No. 333-192366) filed by the
Company with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act of 1933, as amended (the Securities Act), which automatically became effective under the Securities Act on
November 15, 2013, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the Rules and Regulations), including the documents incorporated by reference therein (the
Registration Statement); (b) the prospectus, dated November 15, 2013 (the Base Prospectus), filed as part of the Registration Statement; (c) the preliminary prospectus supplement, dated
November 9, 2015, relating to the Senior Notes, in the form filed by the Company with the Commission on November 9, 2015 pursuant to Rule 424(b) of the Rules and Regulations; (d) the prospectus supplement, dated November 9, 2015
(together with the Base Prospectus, the Prospectus), relating to the Senior Notes, in the form filed by the Company with the Commission on November 10, 2015 pursuant to Rule 424(b) of the Rules and Regulations; (e) the
Issuer Free Writing Prospectus containing the final pricing terms of the Senior Notes filed by the Company with the Commission on November 9, 2015; (f) an executed copy of the Underwriting Agreement; (g) an executed copy of the
Pricing Agreement; (h) an executed copy of the Indenture, dated as of November 9, 2001 (the Senior Indenture),
MetLife, Inc.
November 13, 2015
Page 2
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); (i) an executed copy of the Twenty-Eighth Supplemental Indenture relating to the 2025 Senior Notes, dated as of November 13, 2015 (the Twenty-Eighth Supplemental Indenture), and
an executed copy of the Twenty-Ninth Supplemental Indenture relating to the 2046 Senior Notes, dated as of November 13, 2015 (the Twenty-Ninth Supplemental Indenture, and, together with the Twenty-Eighth Supplemental
Indenture, the Supplemental Indentures), in each case, between the Company and the Trustee; (j) copies of the certificates executed by the Company representing the Senior Notes; and (k) such other records of the
corporate proceedings of the Company as we have deemed necessary as the basis for the opinions expressed herein.
We have also
examined, have relied as to matters of fact upon and have assumed the accuracy of originals or copies certified, or otherwise identified to our satisfaction, of such records, agreements, documents and other instruments and such representations,
statements and certificates or comparable documents of or from public officials and officers and representatives of the Company and of representations of such persons whom we have deemed appropriate, and have made such other investigations as we
have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, and in connection with our review of all such documents, including the documents referred to in clauses (a) through (k) of the
preceding paragraph, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the
originals of such latter documents.
With your permission, for purposes of the opinion expressed herein, we have assumed that the Trustee
has the power and authority to authenticate the certificates representing the Senior Notes.
Based upon and subject to the foregoing, and
subject to the further limitations, qualifications and assumptions stated herein, we are of the opinion that the issuance and sale of the Senior Notes have been duly authorized by the Company, each certificate representing the Senior Notes has been
duly executed and delivered by the Company, and when each certificate representing the Senior Notes of a series has been authenticated and delivered by the Trustee in accordance with the terms of the Senior Indenture and the related Supplemental
Indenture and the Senior Notes of such series have been delivered to the Underwriters against payment therefor in accordance with the terms of the Underwriting Agreement, the Pricing Agreement, the Senior Indenture and the respective Supplemental
Indenture, such Senior Notes will constitute valid and legally binding obligations of the Company, entitled to the benefits of the Senior Indenture and the respective Supplemental Indenture, and will be enforceable against the Company in accordance
with their terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and other similar laws now or hereafter in effect relating to or affecting creditors rights generally; and (ii) general
principles of equity (regardless of whether such principles are considered in a proceeding at law or in equity).
We express no opinion as
to the effect of any federal or state laws regarding fraudulent transfers or conveyances. We express no opinion as to the laws of any jurisdiction other than the
MetLife, Inc.
November 13, 2015
Page 3
laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States. In particular (and without limiting the generality of the
foregoing), we express no opinion concerning the effect, if any, of any law of any jurisdiction (except the State of New York) in which any holder of any Senior Notes is located that limits the rate of interest that such holder may charge or
collect. Furthermore, we express no opinion as to: (i) whether a United States federal court would accept jurisdiction in any dispute, action, suit or proceeding arising out of or relating to the Senior Notes or the Indenture or the
transactions contemplated thereby; and (ii) any waiver of inconvenient forum.
This opinion letter is rendered as of the date hereof
based upon the facts and law in existence on the date hereof. We assume no obligation to update or supplement this opinion letter to reflect any circumstances that may come to our attention after the date hereof with respect to the opinion and
statements set forth above, including any changes in applicable law that may occur after the date hereof.
We consent to the filing of
this opinion letter as an exhibit to the Companys Current Report on Form 8-K to be filed in connection with the issuance and sale of the Senior Notes, which will be incorporated by reference into the Registration Statement and the Prospectus
and to the use of our name under the caption Legal Opinions contained in the Prospectus. In giving our consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the
Rules and Regulations.
|
Very truly yours, |
|
/s/ Willkie Farr & Gallagher LLP |
Exhibit 12.1
MetLife, Inc.
Ratio of
Earnings to Fixed Charges
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Nine Months Ended September 30, |
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Years Ended December 31, |
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2015 |
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2014 |
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2014 |
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2013 |
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2012 |
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2011 |
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2010 |
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(In millions, except ratios) |
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Income (loss) from continuing operations before provision for income tax |
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$ |
6,335 |
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$ |
6,729 |
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$ |
8,804 |
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$ |
4,052 |
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$ |
1,442 |
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$ |
9,184 |
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$ |
3,729 |
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Less: Undistributed income (loss) from equity investees |
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|
499 |
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|
540 |
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669 |
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587 |
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377 |
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|
180 |
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424 |
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Adjusted earnings before fixed charges |
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$ |
5,836 |
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$ |
6,189 |
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$ |
8,135 |
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$ |
3,465 |
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$ |
1,065 |
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$ |
9,004 |
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$ |
3,305 |
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Add: fixed charges |
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Interest and debt issue costs (1) |
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$ |
1,269 |
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$ |
950 |
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$ |
1,257 |
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$ |
1,352 |
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$ |
1,389 |
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$ |
1,666 |
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$ |
1,565 |
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Estimated interest component of rent expense |
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18 |
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26 |
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28 |
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32 |
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28 |
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34 |
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50 |
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Interest credited to bank deposits |
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2 |
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78 |
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95 |
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|
137 |
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Interest credited to policyholder account balances |
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3,940 |
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4,995 |
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6,943 |
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8,179 |
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7,729 |
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5,603 |
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4,919 |
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Total fixed charges |
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$ |
5,227 |
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$ |
5,971 |
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$ |
8,228 |
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$ |
9,565 |
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$ |
9,224 |
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$ |
7,398 |
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$ |
6,671 |
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Preferred stock dividends (2) |
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154 |
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|
128 |
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169 |
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|
146 |
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|
134 |
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|
385 |
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|
173 |
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Total fixed charges plus preferred stock dividends |
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$ |
5,381 |
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$ |
6,099 |
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$ |
8,397 |
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$ |
9,711 |
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$ |
9,358 |
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$ |
7,783 |
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$ |
6,844 |
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Total earnings and fixed charges |
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$ |
11,063 |
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$ |
12,160 |
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$ |
16,363 |
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$ |
13,030 |
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$ |
10,289 |
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$ |
16,402 |
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$ |
9,976 |
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Ratio of earnings to fixed charges |
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2.12 |
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2.04 |
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1.99 |
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1.36 |
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1.12 |
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2.22 |
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1.50 |
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Total earnings including fixed charges and preferred stock dividends |
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$ |
11,217 |
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$ |
12,288 |
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$ |
16,532 |
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$ |
13,176 |
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$ |
10,423 |
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$ |
16,787 |
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$ |
10,149 |
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Ratio of earnings to fixed charges and preferred stock dividends (1) |
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2.08 |
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|
2.01 |
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|
1.97 |
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1.36 |
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1.11 |
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2.16 |
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1.48 |
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(1) |
Interest costs include $10 million and $34 million related to variable interest entities for the nine months ended September 30, 2015 and 2014, respectively. Excluding these costs would not have a significant
effect on the ratio of earnings to fixed charges and ratio of earnings to fixed charges including preferred stock dividends for both the nine months ended September 30, 2015 and 2014. Interest costs include $38 million, $122 million, $163
million, $324 million and $411 million related to variable interest entities for the years ended December 2014, 2013, 2012, 2011 and 2010, respectively. Excluding these costs would result in a ratio of earnings to fixed charges and a ratio of
earnings to fixed charges including preferred stock dividends of 1.99 and 1.97, 1.37 and 1.36, 1.12 and 1.12, 2.49 and 2.40, and 1.53 and 1.51 for the years ended December 31, 2014, 2013, 2012, 2011 and 2010, respectively. |
(2) |
For the nine months ended September 30, 2015, preferred stock dividends includes the repurchase premium of $59 million associated with the repurchased and canceled 6.50% non-cumulative Series B preferred
stock. For the year ended December 31, 2011, preferred stock dividends includes the repurchase premium of $211 million associated with the convertible preferred stock repurchased and canceled in March 2011. |
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