MetLife gets needed consents to amend four note series for spinoff

By Susanna Moon

Chicago, Aug. 28 – MetLife, Inc. said it obtained the needed majority of consents to amend its outstanding junior subordinated debt and MetLife Capital Trust IV’s trust securities after raising the consent fee on Aug. 23.

MetLife will pay a total consent fee of about $26 million in the solicitation that ended at 5 p.m. ET on Aug. 25, according to a company update on Monday.

The consent fee will be $10.00 per $1,000 principal amount or liquidation amount, increased from $2.50 per $1,000 of notes.

The company said it entered into new supplemental indentures on Aug. 28 and expects to pay the consent fee on Aug. 29.

As announced Aug. 10, the company is soliciting consents for the following notes or securities:

• $1.25 billion of 6.4% fixed-to-floating junior subordinated debentures due 2066;

• $700 million of 7.875% fixed-to-floating exchangeable surplus trust securities of MetLife Capital Trust IV exchangeable into 7.875% fixed-to-floating junior subordinated debentures due 2067;

• $750 million of 9.25% fixed-to-floating junior subordinated debentures due 2068; and

• $500 million of 10.75% fixed-to-floating junior subordinated debentures due 2069.

Specifically, the solicitation is being held to ask for changes in the interest payment tests, which would avoid potential interest payment restrictions that could occur as a result of MetLife’s spinoff of Brighthouse Financial, Inc., which closed on Aug. 4, according to a previous company announcement.

If the interest payment tests are not satisfied, MetLife would be required to exchange the X-SURPs for 2067 junior subordinated debentures, to sell MetLife common stock to satisfy its interest payment obligations under the indentures and may only be able to make interest payments on the securities with net proceeds from the sale of MetLife common stock and certain warrants received by MetLife during the 180 days before an interest payment date.

The solicitation was extended from 5 p.m. ET on Aug. 23 and before that from 5 p.m. ET on Aug. 18.

Global Bondholder Services Corp. (212 430-3774 or 866 470-3900) is the information agent and tabulation agent. Goldman Sachs & Co. LLC (800 828-3182 or 212 357-1452) is the solicitation agent.

In a separate notice, MetLife set a shareholder meeting for Oct. 19 to approve changes to dividend payment tests, which would avoid potential dividend and common stock repurchase restrictions that could occur as a result of the Brighthouse spinoff.

MetLife is an insurance and employee benefits company based in New York City.

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