- Free Writing Prospectus - Filing under Securities Act Rules 163/433 (FWP)
August 04 2010 - 6:05AM
Edgar (US Regulatory)
Filed pursuant to Rule 433
August 3, 2010
Relating to
Preliminary Prospectus Supplement dated August 3, 2010 to
Prospectus dated November 6, 2007
Registration Statement No. 333-147180
MetLife, Inc.
$1,000,000,000 2.375% Senior Notes due 2014
$1,000,000,000 4.750% Senior Notes due 2021
$750,000,000 5.875% Senior Notes due 2041
Final Term Sheet
August 3, 2010
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2.375% Senior Notes due 2014
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Issuer:
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MetLife, Inc. (“Issuer”)
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Securities:
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2.375% Senior Notes due 2014
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Aggregate Principal Amount:
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$1,000,000,000
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Price to the Public:
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99.867% of principal amount plus
accrued interest, if any, from August
6, 2010
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Gross Underwriting Discount:
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0.20%
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Proceeds to Issuer Before Expenses:
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$996,670,000.00
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Maturity Date:
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February 6, 2014
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Pricing Date:
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August 3, 2010
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Settlement Date:
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August 6, 2010
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Interest Payment Dates:
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Semi-annually on February 6 and August
6 of each year
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First Interest Payment Date:
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February 6, 2011
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Anticipated Ratings*:
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A3 (Moody’s) / A- (S&P) / A- (Fitch)
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Coupon:
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2.375%
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Benchmark Treasury:
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UST 1% due July 15, 2013
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Spread to Benchmark Treasury:
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T + 162.5 bps
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Benchmark Treasury Price and Yield:
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$100-19+; 0.790%
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Yield to Maturity:
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2.415%
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Denominations:
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$100,000 and integral multiples of
$1,000 in excess thereof
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Ranking:
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Senior Unsecured
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Redemption:
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The 2014 Senior Notes will be
redeemable at MetLife, Inc.’s option,
in whole or in part, at any time and
from time to time at a redemption
price equal to the greater of 100% of
the principal amount to be redeemed
plus accrued and unpaid interest to,
but excluding, the date fixed for
redemption and the Make-Whole
Redemption Amount calculated as
described in the preliminary
prospectus supplement at the rate of T
+ 25 bps.
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Special Mandatory Redemption:
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If, for any reason, (i) the
Acquisition is not completed on or
prior to July 10, 2011, or (ii) the
Stock Purchase Agreement is terminated
on or prior to July 10, 2011, MetLife,
Inc. will redeem all of the 2014
Senior Notes on the Special Mandatory
Redemption Date at the Special
Mandatory Redemption Price.
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“Special Mandatory Redemption Price”
means 101% of the aggregate principal
amount of the 2014 Senior Notes
together
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2
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with accrued and unpaid
interest to but excluding the Special
Mandatory Redemption Date.
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“Special Mandatory Redemption Date”
means the earlier to occur of (1) July
31, 2011 if the Acquisition has not
been completed on or prior to July 10,
2011 or (2) the 30th day (or if such
day is not a Business Day, the first
Business Day thereafter) following the
termination of the Stock Purchase
Agreement.
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CUSIP/ISIN:
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59156RAW8 / US59156RAW88
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Joint Book-Running Managers:
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Banc of America Securities LLC
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
UBS Securities LLC
Wells Fargo Securities, LLC
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4.750% Senior Notes due 2021
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Issuer:
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MetLife, Inc. (“Issuer”)
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Securities:
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4.750% Senior Notes due 2021
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Aggregate Principal Amount:
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$1,000,000,000
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Price to the Public:
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99.975% of principal amount plus
accrued interest, if any, from August
6, 2010
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Gross Underwriting Discount:
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0.425%
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Proceeds to Issuer Before Expenses:
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$995,500,000.00
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Maturity Date:
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February 8, 2021
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Pricing Date:
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August 3, 2010
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Settlement Date:
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August 6, 2010
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3
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Interest Payment Dates:
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Semi-annually on February 8 and August
8 of each year
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First Interest Payment Date:
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February 8, 2011
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Anticipated Ratings*:
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A3 (Moody’s) / A- (S&P) / A- (Fitch)
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Coupon:
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4.750%
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Benchmark Treasury:
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UST 3.5% due May 15, 2020
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Spread to Benchmark Treasury:
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T + 185 bps
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Benchmark Treasury Price and Yield:
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$105-01+; 2.903%
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Yield to Maturity:
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4.753%
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Denominations:
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$100,000 and integral multiples of
$1,000 in excess thereof
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Ranking:
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Senior Unsecured
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Redemption:
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The 2021 Senior Notes will be
redeemable at MetLife, Inc.’s option,
in whole or in part, at any time and
from time to time at a redemption
price equal to the greater of 100% of
the principal amount to be redeemed
plus accrued and unpaid interest to,
but excluding, the date fixed for
redemption and the Make-Whole
Redemption Amount calculated as
described in the preliminary
prospectus supplement at the rate of T
+ 25 bps.
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Special Mandatory Redemption:
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|
If, for any reason, (i) the
Acquisition is not completed on or
prior to July 10, 2011, or (ii) the
Stock Purchase Agreement is terminated
on or prior to July 10, 2011, MetLife,
Inc. will redeem all of the 2021
Senior Notes on the Special Mandatory
Redemption Date at the Special
Mandatory Redemption Price.
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“Special Mandatory Redemption Price”
means 101% of the aggregate principal
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4
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amount of the 2021 Senior Notes
together with accrued and unpaid
interest to but excluding the Special
Mandatory Redemption Date.
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“Special Mandatory Redemption Date”
means the earlier to occur of (1) July
31, 2011 if the Acquisition has not
been completed on or prior to July 10,
2011 or (2) the 30th day (or if such
day is not a Business Day, the first
Business Day thereafter) following the
termination of the Stock Purchase
Agreement.
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CUSIP/ISIN:
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59156RAX6 / US59156RAX61
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Joint Book-Running Managers:
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Banc of America Securities LLC
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
UBS Securities LLC
Wells Fargo Securities, LLC
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5.875% Senior Notes due 2041
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Issuer:
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MetLife, Inc. (“Issuer”)
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Securities:
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5.875% Senior Notes due 2041
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Aggregate Principal Amount:
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$750,000,000
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Price to the Public:
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98.494% of principal amount plus
accrued interest, if any, from August
6, 2010
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Gross Underwriting Discount:
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0.875%
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Proceeds to Issuer Before Expenses:
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$732,142,500.00
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Maturity Date:
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February 6, 2041
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Pricing Date:
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August 3, 2010
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5
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Settlement Date:
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August 6, 2010
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Interest Payment Dates:
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Semi-annually on February 6 and August
6 of each year
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|
|
|
|
First Interest Payment Date:
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February 6, 2011
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|
|
|
|
Anticipated Ratings*:
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A3 (Moody’s) / A- (S&P) / A- (Fitch)
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|
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Coupon:
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5.875%
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Benchmark Treasury:
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UST 4.625% due February 15, 2040
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Spread to Benchmark Treasury:
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T + 195 bps
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Benchmark Treasury Price and Yield:
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$110-05+; 4.033%
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Yield to Maturity:
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5.983%
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Denominations:
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$100,000 and integral multiples of
$1,000 in excess thereof
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Ranking:
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Senior Unsecured
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Redemption:
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The 2041 Senior Notes will be
redeemable at MetLife, Inc.’s option,
in whole or in part, at any time and
from time to time at a redemption
price equal to the greater of 100% of
the principal amount to be redeemed
plus accrued and unpaid interest to,
but excluding, the date fixed for
redemption and the Make-Whole
Redemption Amount calculated as
described in the preliminary
prospectus supplement at the rate of T
+ 30 bps.
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|
|
|
|
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Special Mandatory Redemption:
|
|
If, for any reason, (i) the
Acquisition is not completed on or
prior to July 10, 2011, or (ii) the
Stock Purchase Agreement is terminated
on or prior to July 10, 2011, MetLife,
Inc. will redeem all of the 2041
Senior Notes on the Special Mandatory
Redemption Date at the Special
Mandatory Redemption Price.
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6
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“Special Mandatory Redemption Price”
means 101% of the aggregate principal
amount of the 2041 Senior Notes
together with accrued and unpaid
interest to but excluding the Special
Mandatory Redemption Date.
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|
|
“Special Mandatory Redemption Date”
means the earlier to occur of (1) July
31, 2011 if the Acquisition has not
been completed on or prior to July 10,
2011 or (2) the 30th day (or if such
day is not a Business Day, the first
Business Day thereafter) following the
termination of the Stock Purchase
Agreement.
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CUSIP/ISIN:
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59156RAY4 / US59156RAY45
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Joint Book-Running Managers:
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Banc of America Securities LLC
Credit Suisse Securities (USA) LLC
Deutsche Bank Securities Inc.
HSBC Securities (USA) Inc.
UBS Securities LLC
Wells Fargo Securities, LLC
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The underwriters have agreed to reimburse MetLife for approximately $562,500 of MetLife’s expenses
relating to the offering.
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*
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
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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
Deutsche Bank Securities Inc. toll free at (800) 503-4611 or UBS Securities LLC toll free at (877)
827-6444, ext. 561-3884.
7
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