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): August 12, 2011
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 August 12, 2011, 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 $3,000,000,000 Five-Year Credit Agreement (the
“Five-Year Credit Agreement”) among the Borrowers, Bank of America, N.A., as Administrative Agent,
Fronting L/C Issuer and Several L/C Agent, the other lenders party thereto, JPMorgan Chase Bank,
N.A. and Wells Fargo Bank, National Association, as Co-Syndication
Agents, Credit Suisse AG, New York Branch, Deutsche Bank Securities
Inc. and HSBC Bank USA, National Association, as Co-Documentation
Agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P.
Morgan Securities LLC and Wells Fargo Securities, LLC, as Joint
Lead Arrangers and Book Managers, which amended and restated the Borrowers’ 364-Day Credit
Agreement dated October 15, 2010, among the Borrowers and the other parties thereto. Concurrently,
the Borrowers reduced the outstanding commitments under the three-year, $3,000,000,000 credit
facility entered into on October 15, 2010 (the “Existing Three-Year Credit Agreement” and, together
with the Five-Year Credit Agreement, the “Current Credit Agreements”) to $1,000,000,000. The
facilities made available by the Current Credit Agreements may be used for general corporate
purposes (including, in the case of loans made under the facilities, to back up commercial paper
and, in the case of letters of credit issued under the facilities, to support variable annuity
policy and reinsurance reserve requirements). All borrowings under the Five-Year Credit Agreement
must be repaid by August 12, 2016, except that letters of credit outstanding on that date may
remain outstanding until no later than August 12, 2017. All borrowings under the Existing
Three-Year Credit Agreement must be repaid by October 15, 2013, except that letters of credit
outstanding on that date may remain outstanding until no later than October 15, 2014.
The amount available under the Current Credit Agreements may be increased to a maximum amount of
$5,000,000,000, provided that no “event of default,” as defined in the Current Credit Agreements,
has occurred and is continuing. The Company is subject under each of the Current Credit Agreements
to a consolidated net worth requirement of $29.0 billion, excluding accumulated other comprehensive
income. Amounts due under the Current Credit Agreements may be accelerated upon an “event of
default,” as defined in the Current Credit Agreements, 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 Current
Credit Agreements 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 Current Credit Agreements is not complete and is qualified in its
entirety by reference to the Five-Year Credit Agreement, which is filed as Exhibit 10.1 hereto,
and, subject to the reduction in commitment described above, the Three-Year Credit Agreement, which
is filed as Exhibit 10.1 to the Company’s Form 8-K filed with the Securities and Exchange
Commission on October 18, 2010, both of which are incorporated herein by reference.