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| Item 1.01 |
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Entry into a Material Definitive Agreement |
MetLife,
Inc., a Delaware corporation (the “Company”), is reporting
two separate and unrelated events today: (i) the entry into the 2008
Credit Agreement (as defined below), and (ii) the entry into the
Replacement Capital Covenant (as defined below).
(i) 2008
Credit Agreement
On December 23, 2008, 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 an Amended and Restated $2,850,000,000
Five-Year Credit Agreement, dated as of June 20, 2007 and amended and restated as of December 23, 2008 (the “2008 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 JP Morgan Chase Bank, N.A., as co-documentation agents, and
Wachovia Capital Markets, LLC and Bank of America Securities LLC, as joint lead arrangers and book
managers. The facility made available by the 2008 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 June 20, 2009, the
Borrowers may request a one- or two-year extension of the termination and maturity date of the 2008
Credit Agreement. The 2008 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 2008 Credit Agreement amends and restates the Five-Year $3,000,000,000 Credit Agreement,
dated as of June 20, 2007, 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 JP Morgan Chase Bank, N.A.,
as co-documentation agents, and Wachovia Capital Markets, LLC and Bank of America Securities LLC,
as joint lead arrangers and book managers. The amount available under
the 2008 Credit Agreement reflects the withdrawal of Lehman Brothers
Bank, FSB, as a lender. The interest rate provisions of the 2008
Credit Agreement contain calculations based on a rolling average of
the pricing for the Company’s credit default swaps.
Borrowings under the 2008 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 2008 Credit Agreement, has occurred and is continuing at the time of a new
borrowing or extension of the maturity date under the 2008 Credit Agreement. The amount available
under the 2008 Credit Agreement may be increased to a maximum amount of $4,000,000,000, provided
that no “event of default,” as defined in the 2008 Credit Agreement, has occurred and is
continuing. The Company is subject to a consolidated net worth requirement of $27.6 billion,
excluding accumulated other comprehensive income. Amounts due under the 2008 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 2008
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 2008 Credit Agreement is not complete and is qualified in its
entirety by reference to the 2008 Credit Agreement, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
(ii) Replacement
Capital Covenant
On
December 30, 2008, the Company entered into a replacement capital covenant (the
“Replacement Capital Covenant”) whereby the Company agreed for the benefit of holders of one or more series of the Company’s
unsecured long-term indebtedness designated from time to time by the
Company in accordance with the
terms of the Replacement Capital Covenant (“Covered Debt”), that the Company will not repay, redeem or
purchase and will cause its subsidiaries not to repay, redeem or purchase, on or before the
termination of the Replacement Capital Covenant on December 31, 2018 (or earlier termination by
agreement of the holders of Covered Debt or when there is no longer any outstanding series of
unsecured long-term indebtedness which qualifies for designation as “Covered Debt”), the Floating
Rate Non-Cumulative Preferred Stock, Series A, of the Company or the 6.500% Non-Cumulative Preferred
Stock, Series B, of the Company, unless such repayment, redemption or purchase is made from the
proceeds of the issuance of certain replacement capital securities and pursuant to the other terms
and conditions set forth in the Replacement Capital Covenant.
The
foregoing description of the Replacement Capital Covenant is not
complete and is qualified in its entirety by reference to the
Replacement Capital Covenant, which is filed as Exhibit 4.1
hereto and is incorporated herein by reference.