UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): June 19, 2007
METLIFE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-15787 13-4075851
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Park Avenue, New York, New York 10166-0188
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(Address of Principal Executive Offices) (Zip Code)
212-578-2211
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 20, 2007, MetLife, Inc., a Delaware corporation (the "Company"),
and MetLife Funding, Inc., a Delaware corporation and wholly-owned subsidiary of
the Company ("Funding," and together with the Company, the "Borrowers"), entered
into a Five-Year $3,000,000,000 Credit Agreement (the "2007 Credit Agreement")
among the Borrowers, a group of banks as lenders, Bank of America, N.A., as
administrative agent and letter of credit issuer, Wachovia Bank, National
Association, as syndication agent, Citibank, N.A., Deutsche Bank AG New York
Branch and JPMorgan Chase Bank, N.A., as co-documentation agents, and Wachovia
Capital Markets, LLC and Banc of America Securities LLC, as joint lead arrangers
and book managers. The proceeds of the 2007 Credit Agreement will be used for
general corporate purposes and to support the Borrowers' commercial paper
programs. All borrowings must be repaid by June 20, 2012, except that letters
of credit outstanding on that date may remain outstanding until no later than
June 20, 2013; provided, however, that within a notice period prior to each of
June 20, 2008 and June 20, 2009, the Borrowers may request a one-year extension
of the termination and maturity date of the 2007 Credit Agreement and, if the
original maturity date is not extended for any reason on June 20, 2008, the
Borrowers may request, within a notice period prior to June 20, 2009, a two-year
extension of the termination and maturity date of the 2007 Credit Agreement.
The 2007 Credit Agreement maturity date shall occur no later than June 20, 2014,
but letters of credit outstanding on that date may remain outstanding until no
later than June 20, 2015.
The 2007 Credit Agreement replaces (i) the Five-Year $1,500,000,000 Credit
Agreement, as amended, dated as of April 22, 2005 (the "2005 Credit Agreement"),
among the Borrowers, a group of banks as lenders, Bank of America, N.A., as
administrative agent and letter of credit issuer, Wachovia Bank, National
Association, as syndication agent, Citibank, N.A., Deutsche Bank AG New York
Branch and JPMorgan Chase Bank, N.A., as co-documentation agents, and Wachovia
Capital Markets, LLC and Banc of America Securities LLC, as joint lead arrangers
and book managers, and (ii) the Amended and Restated Five-Year $1,500,000,000
Credit Agreement, dated as of August 15, 2006, effective December 21, 2006 (the
"2006 Credit Agreement"), among the Borrowers, a group of banks as lenders, Bank
of America, N.A., as administrative agent and letter of credit issuer, Wachovia
Bank, National Association, as syndication agent, Citibank, N.A. and JPMorgan
Chase Bank, N.A., as co-documentation agents, and Wachovia Capital Markets, LLC
and Banc of America Securities LLC, as joint lead arrangers and book managers.
Borrowings under the 2007 Credit Agreement are available upon customary
terms and conditions for facilities of this type, including a requirement that
the Company represent that no "default," as defined in the 2007 Credit
Agreement, has occurred and is continuing at the time of a new borrowing or
extension of the maturity date under the 2007 Credit Agreement. The amount
available under the 2007 Credit Agreement may be increased to a maximum amount
of $4,000,000,000, provided that no "event of default," as defined in the 2007
Credit Agreement, has occurred and is continuing. The Company is subject to a
consolidated net worth requirement. Amounts due under the 2007 Credit Agreement
may be accelerated upon an event of default, such as a breach of a covenant,
material inaccuracy of a representation or the occurrence of bankruptcy, if not
otherwise waived or cured, among others.
The lenders and the agents (and their respective subsidiaries or
affiliates) under the 2007 Credit Agreement have in the past provided, and may
in the future provide, investment banking, underwriting, lending, commercial
banking, trust and other advisory services to the Company, its subsidiaries or
affiliates. These parties have received, and may in the future receive,
customary compensation from the Company, its subsidiaries or affiliates, for
such services.
The foregoing description of the 2007 Credit Agreement is not complete and
is qualified in its entirety by reference to the 2007 Credit Agreement, which
is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
ITEM 1.02 Termination of a Material Definitive Agreement.
On June 20, 2007, the Borrowers terminated (i) the 2005 Credit Agreement
among the Borrowers, a group of banks as lenders, Bank of America, N.A., as
administrative agent and letter of credit issuer, Wachovia Bank, National
Association, as syndication agent, Citibank, N.A., Deutsche Bank AG New York
Branch and JPMorgan Chase Bank, N.A., as co-documentation agents, and Wachovia
Capital Markets, LLC and Banc of America Securities LLC, as joint lead arrangers
and book managers, and (ii) the 2006 Credit Agreement among the Borrowers, a
group of banks as lenders, Bank of America, N.A., as administrative agent and
letter of credit issuer, Wachovia Bank, National Association, as syndication
agent, Citibank, N.A. and JPMorgan Chase Bank, N.A., as co-documentation agents,
and Wachovia Capital Markets, LLC and Banc of America Securities LLC, as joint
lead arrangers and book managers. The 2005 Credit Agreement and the 2006 Credit
Agreement were replaced with the 2007 Credit Agreement.
The lenders and the agents (and their respective subsidiaries or
affiliates) under the 2005 Credit Agreement and the 2006 Credit Agreement have
in the past provided, and may in the future provide, investment banking,
underwriting, lending, commercial banking, trust and other advisory services to
the Company, its subsidiaries or affiliates. These parties have received, and
may in the future receive, customary compensation from the Company, its
subsidiaries or affiliates, for such services.
Borrowings under the 2005 Credit Agreement are available upon customary
terms and conditions for facilities of this type, including a requirement that
the Company represent that no "default," as defined in the 2005 Credit
Agreement, has occurred and is continuing at the time of a new borrowing under
the 2005 Credit Agreement. The amount available under the 2005 Credit Agreement
may be increased to a maximum amount of $2,000,000,000, provided that no "event
of default," as defined in the 2005 Credit Agreement, has occurred and is
continuing. The Company is required to maintain a consolidated net worth of
$15 billion, and Metropolitan Life Insurance Company, a wholly-owned subsidiary
of the Company, must maintain adjusted statutory surplus of $7.75 billion.
Amounts due under the 2005 Credit Agreement may be accelerated upon an event of
default, such as a breach of a covenant, material inaccuracy of a
representation, or the occurrence of bankruptcy, if not otherwise waived or
cured, among others. All borrowings must be repaid by April 22, 2010, except
that letters of credit outstanding on that date may remain outstanding until no
later than April 22, 2011.
The foregoing description of the 2005 Credit Agreement is not complete
and is qualified in its entirety by reference to the 2005 Credit Agreement,
which was filed as Exhibit 10.1 to the Company's Form 8-K filed on April 28,
2005 and the amendment to the 2005 Credit Agreement which was filed as Exhibit
10.35 to the Company's Annual Report on Form 10-K for the year ended December
31, 2006 (the "2006 Form 10-K"), and are incorporated herein by reference.
Borrowings under the 2006 Credit Agreement are available upon customary
terms and conditions for facilities of this type, including a requirement that
the Company represent that no "default," as defined in the 2006 Credit
Agreement, has occurred and is continuing at the time of a new borrowing under
the 2006 Credit Agreement. The Company is required to maintain a consolidated
net worth of $15 billion, and Metropolitan Life Insurance Company, a
wholly-owned subsidiary of the Company, must maintain adjusted statutory
surplus of $7.75 billion. Amounts due under the 2006 Credit Agreement may be
accelerated upon an event of default, such as a breach of a covenant, material
inaccuracy of a representation, or the occurrence of bankruptcy, if not
otherwise waived or cured, among others. All borrowings must be repaid by April
23, 2009, except that letters of credit outstanding on that date may remain
outstanding until no later than April 23, 2010.
The foregoing description of the 2006 Credit Agreement is not complete and
is qualified in its entirety by reference to the 2006 Credit Agreement, which
was filed as Exhibit 10.33 to the 2006 Form 10-K, and is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated herein by
reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 19, 2007, the Board of Directors of the Company adopted Amended
and Restated By-Laws of the Company (the "By-Laws"). The changes in the By-Laws
include (i) providing that the Lead Director of the Board of Directors may call
special meetings of the stockholders, and may preside over stockholder meetings
in the absence or disability of the Chairman of the Board, (ii) providing that
notice of stockholder meetings may be delivered by electronic transmission, and
(iii) making certain other clarifying and technical changes. The By-Laws became
effective on June 19, 2007.
The foregoing description of the By-Laws is not complete and is qualified
in its entirety by reference to the By-Laws, which are filed as Exhibit 3.1
hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
3.1 Amended and Restated By-Laws of MetLife, Inc., effective June 19,
2007.
10.1 Five-Year $3,000,000,000 Credit Agreement, dated as of June 20, 2007,
among MetLife, Inc. and MetLife Funding, Inc., as borrowers, and
other parties signatory thereto.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METLIFE, INC.
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and Secretary
Date: June 25, 2007
EXHIBIT INDEX
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Exhibit Number Exhibit
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3.1 Amended and Restated By-Laws of MetLife, Inc., effective
June 19, 2007.
10.1 Five-Year $3,000,000,000 Credit Agreement, dated as of
June 20, 2007, among MetLife, Inc. and MetLife Funding, Inc.,
as borrowers, and other parties signatory thereto.