MetLife, Inc. (NYSE: MET) announced today that it and ALICO
Holdings LLC, a subsidiary of American International Group, Inc.
(AIG), have closed their recently announced offering of 146,809,712
shares of MetLife common stock.
MetLife offered 68,570,000 shares of its common stock to the
public for gross proceeds of $2.97 billion. Net proceeds from
MetLife’s sale of its common stock were used to repurchase and
cancel 6,857,000 shares of contingent convertible preferred stock
owned by AIG.
AIG offered 78,239,712 shares of MetLife common stock to the
public for gross proceeds of $3.38 billion. In addition, AIG has
completed its public offering of 40,000,000 common equity units of
MetLife for gross proceeds of $3.32 billion. MetLife did not
receive any proceeds from the offerings of the MetLife common stock
or common equity units that were owned by AIG.
As a result of the offerings, AIG has sold all of the MetLife
securities it received in MetLife’s acquisition of American Life
Insurance Company (Alico).
Goldman, Sachs & Co., Citi and Credit Suisse were the
book-running managers for the common stock transaction. Goldman,
Sachs & Co. and Citi were the book-running managers for the
common equity units transaction. This press release is neither an
offer to sell, nor a solicitation of an offer to buy, nor shall
there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
MetLife, Inc. is a leading global provider of insurance,
annuities and employee benefit programs, serving 90 million
customers in over 60 countries. Through its subsidiaries and
affiliates, MetLife holds leading market positions in the United
States, Japan, Latin America, Asia Pacific, Europe and the Middle
East. For more information about MetLife, visit
www.metlife.com.
This press release may contain or incorporate by reference
information that includes or is based upon forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements give expectations or
forecasts of future events. These statements can be identified by
the fact that they do not relate strictly to historical or current
facts. They use words such as “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe” and other words and terms of
similar meaning in connection with a discussion of future operating
or financial performance. In particular, these include statements
relating to future actions, prospective services or products,
future performance or results of current and anticipated services
or products, sales efforts, expenses, the outcome of contingencies
such as legal proceedings, trends in operations and financial
results.
Any or all forward-looking statements may turn out to be wrong.
They can be affected by inaccurate assumptions or by known or
unknown risks and uncertainties. Many such factors will be
important in determining the actual future results of MetLife,
Inc., its subsidiaries and affiliates. These statements are based
on current expectations and the current economic environment. They
involve a number of risks and uncertainties that are difficult to
predict. These statements are not guarantees of future performance.
Actual results could differ materially from those expressed or
implied in the forward-looking statements. Risks, uncertainties,
and other factors that might cause such differences include the
risks, uncertainties and other factors identified in MetLife,
Inc.’s filings with the U.S. Securities and Exchange Commission
(the “SEC”). These factors include: (1) difficult conditions in the
global capital markets; (2) increased volatility and disruption of
the capital and credit markets, which may affect our ability to
seek financing or access our credit facilities; (3) uncertainty
about the effectiveness of the U.S. government’s programs to
stabilize the financial system, the imposition of fees relating
thereto, or the promulgation of additional regulations; (4) impact
of comprehensive financial services regulation reform on us; (5)
exposure to financial and capital market risk; (6) changes in
general economic conditions, including the performance of financial
markets and interest rates, which may affect our ability to raise
capital, generate fee income and market-related revenue and finance
statutory reserve requirements and may require us to pledge
collateral or make payments related to declines in value of
specified assets; (7) potential liquidity and other risks resulting
from our participation in a securities lending program and other
transactions; (8) investment losses and defaults, and changes to
investment valuations; (9) impairments of goodwill and realized
losses or market value impairments to illiquid assets; (10)
defaults on our mortgage loans; (11) the impairment of other
financial institutions that could adversely affect our investments
or business; (12) our ability to address unforeseen liabilities,
asset impairments, loss of key contractual relationships, or rating
actions arising from acquisitions or dispositions, including our
acquisition of American Life Insurance Company (“American Life”), a
subsidiary of ALICO Holdings LLC (“ALICO Holdings”), and Delaware
American Life Insurance Company (“DelAm,” together with American
Life, collectively, “ALICO”) (the “Acquisition”) and to
successfully integrate and manage the growth of acquired businesses
with minimal disruption; (13) uncertainty with respect to the
outcome of the closing agreement entered into between American Life
and the United States Internal Revenue Service in connection with
the Acquisition; (14) uncertainty with respect to any incremental
tax benefits resulting from the planned elections for ALICO and
certain of its subsidiaries under Section 338 of the U.S. Internal
Revenue Code of 1986, as amended; (15) the dilutive impact on our
stockholders resulting from the issuance of equity securities to
ALICO Holdings in connection with the Acquisition; (16) downward
pressure on our stock price as a result of ALICO Holdings’ ability
to sell its equity securities; (17) the conditional payment
obligation of approximately $300 million to ALICO Holdings if the
conversion of the preferred stock issued to ALICO Holdings in
connection with the Acquisition into our common stock is not
approved; (18) economic, political, currency and other risks
relating to our international operations, including with respect to
fluctuations of exchange rates; (19) our primary reliance, as a
holding company, on dividends from our subsidiaries to meet debt
payment obligations and the applicable regulatory restrictions on
the ability of the subsidiaries to pay such dividends; (20)
downgrades in our claims paying ability, financial strength or
credit ratings; (21) ineffectiveness of risk management policies
and procedures; (22) availability and effectiveness of reinsurance
or indemnification arrangements, as well as default or failure of
counterparties to perform; (23) discrepancies between actual claims
experience and assumptions used in setting prices for our products
and establishing the liabilities for our obligations for future
policy benefits and claims; (24) catastrophe losses; (25)
heightened competition, including with respect to pricing, entry of
new competitors, consolidation of distributors, the development of
new products by new and existing competitors, distribution of
amounts available under U.S. government programs, and for
personnel; (26) unanticipated changes in industry trends; (27)
changes in accounting standards, practices and/or policies; (28)
changes in assumptions related to deferred policy acquisition
costs, deferred sales inducements, value of business acquired or
goodwill; (29) increased expenses relating to pension and
postretirement benefit plans, as well as health care and other
employee benefits; (30) exposure to losses related to variable
annuity guarantee benefits, including from significant and
sustained downturns or extreme volatility in equity markets,
reduced interest rates, unanticipated policyholder behavior,
mortality or longevity, and the adjustment for nonperformance risk;
(31) deterioration in the experience of the “closed block”
established in connection with the reorganization of Metropolitan
Life Insurance Company; (32) adverse results or other consequences
from litigation, arbitration or regulatory investigations; (33)
inability to protect our intellectual property rights or claims of
infringement of the intellectual property rights of others, (34)
discrepancies between actual experience and assumptions used in
establishing liabilities related to other contingencies or
obligations; (35) regulatory, legislative or tax changes relating
to our insurance, banking, international, or other operations that
may affect the cost of, or demand for, our products or services,
impair our ability to attract and retain talented and experienced
management and other employees, or increase the cost or
administrative burdens of providing benefits to employees; (36) the
effects of business disruption or economic contraction due to
terrorism, other hostilities, or natural catastrophes, including
any related impact on our disaster recovery systems and management
continuity planning which could impair our ability to conduct
business effectively; (37) the effectiveness of our programs and
practices in avoiding giving our associates incentives to take
excessive risks; and (38) other risks and uncertainties described
from time to time in MetLife, Inc.’s filings with the SEC.
MetLife, Inc. does not undertake any obligation to publicly
correct or update any forward-looking statement if we later become
aware that such statement is not likely to be achieved. Please
consult any further disclosures MetLife, Inc. makes on related
subjects in reports to the SEC.
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