Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On June 22, 2017, Brighthouse Financial, Inc. (Brighthouse), a subsidiary of MetLife, Inc. (MetLife), issued
$1,500,000,000 aggregate principal amount of its 3.700% Senior Notes due 2027 (the 2027 Notes) and $1,500,000,000 aggregate principal amount of its 4.700% Senior Notes due 2047 (the 2047 Notes, and together with the 2027
Senior Notes, the Notes), in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. Brighthouse issued the Notes pursuant to an indenture, dated as of June 22, 2017 (the
Indenture) (attached hereto as Exhibit 4.1 and incorporated herein by reference), by and among Brighthouse, MetLife, as guarantor, and U.S. Bank National Association, as trustee (the Trustee).
MetLife has initially guaranteed the Notes on a senior unsecured basis (the Guarantee). Under the Guarantee, MetLife has fully and
unconditionally guaranteed to each holder of the Notes the full and prompt payment of principal of the Notes, the premium on the Notes, if any, and the interest on the Notes, and all other obligations of Brighthouse under the Indenture, when the
same become due. The Guarantee will be automatically and unconditionally released upon the completion of both (i) the contribution by MetLife of all the voting common interests in Brighthouse Holdings, LLC, including its direct and indirect
subsidiaries, to Brighthouse and (ii) the consummation of the transfer by MetLife of at least 80.1% of the shares of Brighthouses common stock to one or more persons, other than MetLife or any of its affiliates, as part of the separation
through a spin-off to the holders of MetLifes common stock, a public offering of shares in an independent publicly traded company, or a sale ((i) and (ii) together, a Brighthouse Stock Distribution Event).
If a Brighthouse Stock Distribution Event has not occurred on or prior to December 31, 2017, Brighthouse must redeem the Notes, in whole,
on the tenth business day following December 31, 2017 (the special mandatory redemption date). In the event of such a redemption, Brighthouse must redeem the Notes at a special mandatory redemption price of 101% of the
then-outstanding aggregate principal amount of the Notes, together with accrued and unpaid interest from the last date on which interest has been paid up to, but excluding, the special mandatory redemption date.
The Notes are a direct financial obligation of Brighthouse and the Guarantee is a direct financial obligation of MetLife.
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