Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 7, 2024, MetLife, Inc. (the “Company”) issued ¥7,100,000,000 aggregate principal amount of its 1.009% Senior Notes due 2029 (the “2029 Senior Notes”), ¥23,100,000,000 aggregate principal amount of its 1.415% Senior Notes due 2031 (the “2031 Senior Notes”), ¥16,700,000,000 aggregate principal amount of its 1.670% Senior Notes due 2034 (the “2034 Senior Notes”), ¥11,200,000,000 aggregate principal amount of its 1.953% Senior Notes due 2039 (the “2039 Senior Notes”), ¥15,500,000,000 aggregate principal amount of its 2.195% Senior Notes due 2044 (the “2044 Senior Notes”), ¥23,500,000,000 aggregate principal amount of its 2.390% Senior Notes due 2054 (the “2054 Senior Notes”) and ¥15,200,000,000 aggregate principal amount of its 2.448% Senior Notes due 2059 (the “2059 Senior Notes” and, together with the 2029 Senior Notes, the 2031 Senior Notes, the 2034 Senior Notes, the 2039 Senior Notes, the 2044 Senior Notes and the 2054 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 Company’s 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 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 Thirty-Ninth Supplemental Indenture, dated as of March 7, 2024 with respect to the 2029 Senior Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference), the Fortieth Supplemental Indenture, dated as of March 7, 2024 with respect to the 2031 Senior Notes (attached hereto as Exhibit 4.2 and incorporated herein by reference), the Forty-First Supplemental Indenture, dated as of March 7, 2024 with respect to the 2034 Senior Notes (attached hereto as Exhibit 4.3 and incorporated herein by reference), the Forty-Second Supplemental Indenture, dated as of March 7, 2024 with respect to the 2039 Senior Notes (attached hereto as Exhibit 4.4 and incorporated herein by reference), the Forty-Third Supplemental Indenture, dated as of March 7, 2024 with respect to the 2044 Senior Notes (attached hereto as Exhibit 4.5 and incorporated herein by reference), the Forty-Fourth Supplemental Indenture, dated as of March 7, 2024 with respect to the 2054 Senior Notes (attached hereto as Exhibit 4.6 and incorporated herein by reference) and the Forty-Fifth Supplemental Indenture, dated as of March 7, 2024 with respect to the 2059 Senior Notes (attached hereto as Exhibit 4.7 and incorporated herein by reference).
The Senior Notes were offered and sold pursuant to the shelf registration statement on Form S-3 (File No. 333-268442), filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 17, 2022, and a prospectus supplement related to the Senior Notes dated March 1, 2024 (filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933).
On March 1, 2024, the Company entered into (i) an underwriting agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference) 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 Mizuho Securities USA LLC, Morgan Stanley & Co. International plc, SMBC Nikko Securities America, Inc., and Merrill Lynch International, as representatives of the several underwriters named in Schedule I to the Pricing Agreement.
A copy of the opinion letter of Willkie Farr & Gallagher LLP, relating to the validity of the Senior Notes is attached as Exhibit 5.1 hereto.