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): October 29, 2010
METLIFE, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-15787
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13-4075851 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 200 Park Avenue, New York, New York
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10166-0188 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
212-578-2211
(Registrant’s Telephone Number, Including Area Code)
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
On October 29, 2010, MetLife Worldwide Holdings, Inc. (“MLWH”), an indirect, wholly-owned
subsidiary of MetLife, Inc., entered into a share purchase agreement with its joint venture
partner, MS&AD Insurance Group Holdings, Inc. (“MS&AD”), for the sale of its interest in Mitsui
Sumitomo MetLife Insurance Co., Ltd. (“MSI MetLife”), a Japan domiciled life insurance company, to
MS&AD. The purchase price will be ¥22,525,000,000
(approximately US$275,000,000). It is
anticipated that the sale will close on or about April 1, 2011, subject to customary closing
conditions, including obtaining required regulatory approvals.
MSI MetLife was established in 2001 as a joint venture between MLWH (then known as CitiInsurance
International Holdings, Inc.) and Mitsui Sumitomo Insurance Company, Ltd., a subsidiary and
predecessor in interest of MS&AD. MetLife, Inc. acquired an indirect interest in approximately 50%
of the capital stock of MSI MetLife when it acquired MLWH as part of its acquisition of
substantially all of the international insurance businesses of Citigroup, Inc. in 2005. Other than
the joint operation of MSI MetLife and certain arrangements related thereto, MetLife, Inc. conducts
no substantial business with MS&AD. MetLife, Inc. and its affiliates will continue to jointly
manage and provide operational support to MSI MetLife, consistent with past practice, until the
closing. At closing, the joint venture agreement between MLWH and MS&AD will be terminated, and
MetLife, Inc. will also terminate its commitment to assist MSI MetLife in maintaining specified
levels of statutory capital and surplus and to make such loans to MSI MetLife as may be necessary
to ensure that MSI MetLife has sufficient cash or other liquid assets to meet its payment
obligations as they fall due. Thereafter, a subsidiary of MetLife, Inc. will continue to reinsure
certain existing and certain new business written by MSI MetLife between the closing date and December 31, 2011.
A copy of the press release announcing the sale of MLWH’s interest in MSI MetLife is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(a) |
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Not applicable. |
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(b) |
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Not applicable. |
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(c) |
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Not applicable. |
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(d) |
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Exhibits |
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| 99.1 |
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Press release of MetLife, Inc., dated October 29, 2010, announcing the sale of MetLife Worldwide
Holdings, Inc.’s interest in Mitsui Sumitomo MetLife Insurance Co., Ltd. to MS&AD Insurance Group
Holdings, Inc.
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