MetLife, Inc. (NYSE: MET) announced today the final results of
the tender offer for its 6.500% Non-Cumulative Preferred Stock,
Series B (CUSIP No. 59156R603), par value $0.01 per share and
liquidation preference $25.00 per share (the “Series B Preferred
Shares”), which expired at 12:00 midnight, New York City time, on
June 26, 2015. The Series B Preferred Shares are listed on the NYSE
under the symbol “METPrB.”
A total of 37,192,413 Series B Preferred Shares were properly
tendered and not properly withdrawn.
MetLife intends to accept for purchase all Series B Preferred
Shares properly tendered and not properly withdrawn, for $25.00 per
Series B Preferred Share, plus an amount equal to accrued, unpaid
and undeclared dividends from, and including, June 15, 2015 to, but
excluding, June 29, 2015, the settlement date of the tender
offer.
Based on these numbers, and following settlement of the tender
offer, MetLife will have 22,807,587 Series B Preferred Shares
issued and outstanding.
As previously announced, MetLife has delivered a notice of
redemption to the holders of the Series B Preferred Shares. Any
Series B Preferred Shares that are not purchased by MetLife in the
tender offer will be redeemed by MetLife on July 1, 2015 at a
redemption price of $25.00 per share, without any payment for
accrued, unpaid and undeclared dividends on the Series B Preferred
Shares from, and including, June 15, 2015 to, but excluding, the
redemption date, pursuant to the terms of the Certificate of
Designations for the Series B Preferred Shares. As a result of the
redemption, the Series B Preferred Shares will be removed from
listing on the NYSE on the redemption date.
Goldman, Sachs & Co. acted as the dealer manager in the
tender offer. All inquiries about the tender offer should be
directed to Goldman, Sachs & Co. at (800) 828-3182 (toll-free)
or (212) 902-6595 (collect). Copies of the Offer to Purchase, dated
June 1, 2015, as amended and supplemented on June 12, 2015, the
Letter of Transmittal, as amended and supplemented, or any related
documents regarding the tender offer may be obtained from Global
Bondholder Services Corporation, at (866) 470-3800 (toll-free) or,
for banks and brokers (212) 430-3774 (collect).
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SERIES
B PREFERRED SHARES. THE SOLICITATION OF OFFERS TO BUY SERIES B
PREFERRED SHARES WERE ONLY MADE PURSUANT TO THE OFFER TO PURCHASE
AND THE LETTER OF TRANSMITTAL, WHICH WERE DISTRIBUTED TO HOLDERS OF
THE SERIES B PREFERRED SHARES. THOSE MATERIALS CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE
TENDER OFFER. METLIFE HAS NOT AUTHORIZED ANY PERSON TO MAKE ANY
RECOMMENDATION ON ITS BEHALF AS TO WHETHER HOLDERS SHOULD TENDER OR
REFRAIN FROM TENDERING SERIES B PREFERRED SHARES IN THE TENDER
OFFER. THIS NEWS RELEASE DOES NOT CONSTITUTE A NOTICE OF REDEMPTION
OF THE SERIES B PREFERRED SHARES. HOLDERS OF THE SERIES B PREFERRED
SHARES SHOULD REFER TO THE NOTICE OF REDEMPTION DELIVERED TO THE
REGISTERED HOLDERS OF THE SERIES B PREFERRED SHARES BY
COMPUTERSHARE, INC., THE REDEMPTION AGENT WITH RESPECT TO THE
SERIES B PREFERRED SHARES.
About MetLife
MetLife, Inc. (NYSE:MET), through its subsidiaries and
affiliates (“MetLife”), is one of the largest life insurance
companies in the world. Founded in 1868, MetLife is a global
provider of life insurance, annuities, employee benefits and asset
management. Serving approximately 100 million customers, MetLife
has operations in nearly 50 countries and holds leading market
positions in the United States, Japan, Latin America, Asia, Europe
and the Middle East. For more information, visit
www.metlife.com.
This news release may contain or incorporate by reference
information that includes or is based upon forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements give expectations or
forecasts of future events. These statements can be identified by
the fact that they do not relate strictly to historical or current
facts. They use words such as “anticipate,” “estimate,” “expect,”
“project,” “intend,” “plan,” “believe” and other words and terms of
similar meaning, or are tied to future periods, in connection with
a discussion of future operating or financial performance. In
particular, these include statements relating to future actions,
prospective services or products, future performance or results of
current and anticipated services or products, sales efforts,
expenses, the outcome of contingencies such as legal proceedings,
trends in operations and financial results.
Any or all forward-looking statements may turn out to be wrong.
They can be affected by inaccurate assumptions or by known or
unknown risks and uncertainties. Many such factors will be
important in determining the actual future results of MetLife,
Inc., its subsidiaries and affiliates. These statements are based
on current expectations and the current economic environment. They
involve a number of risks and uncertainties that are difficult to
predict. These statements are not guarantees of future performance.
Actual results could differ materially from those expressed or
implied in the forward-looking statements. Risks, uncertainties,
and other factors that might cause such differences include the
risks, uncertainties and other factors identified in MetLife,
Inc.’s filings with the U.S. Securities and Exchange Commission
(the “SEC”). These factors include: (1) difficult conditions in the
global capital markets; (2) increased volatility and disruption of
the capital and credit markets, which may affect our ability to
meet liquidity needs and access capital, including through our
credit facilities, generate fee income and market-related revenue
and finance statutory reserve requirements and may require us to
pledge collateral or make payments related to declines in value of
specified assets, including assets supporting risks ceded to
certain of our captive reinsurers or hedging arrangements
associated with those risks; (3) exposure to financial and capital
market risks, including as a result of the disruption in Europe and
possible withdrawal of one or more countries from the Euro zone;
(4) impact of comprehensive financial services regulation reform on
us, as a non-bank systemically important financial institution, or
otherwise; (5) numerous rulemaking initiatives required or
permitted by the Dodd-Frank Wall Street Reform and Consumer
Protection Act which may impact how we conduct our business,
including those compelling the liquidation of certain financial
institutions; (6) regulatory, legislative or tax changes relating
to our insurance, international, or other operations that may
affect the cost of, or demand for, our products or services, or
increase the cost or administrative burdens of providing benefits
to employees; (7) adverse results or other consequences from
litigation, arbitration or regulatory investigations; (8) potential
liquidity and other risks resulting from our participation in a
securities lending program and other transactions; (9) investment
losses and defaults, and changes to investment valuations; (10)
changes in assumptions related to investment valuations, deferred
policy acquisition costs, deferred sales inducements, value of
business acquired or goodwill; (11) impairments of goodwill and
realized losses or market value impairments to illiquid assets;
(12) defaults on our mortgage loans; (13) the defaults or
deteriorating credit of other financial institutions that could
adversely affect us; (14) economic, political, legal, currency and
other risks relating to our international operations, including
with respect to fluctuations of exchange rates; (15) downgrades in
our claims paying ability, financial strength or credit ratings;
(16) a deterioration in the experience of the “closed block”
established in connection with the reorganization of Metropolitan
Life Insurance Company; (17) availability and effectiveness of
reinsurance or indemnification arrangements, as well as any default
or failure of counterparties to perform; (18) differences between
actual claims experience and underwriting and reserving
assumptions; (19) ineffectiveness of risk management policies and
procedures; (20) catastrophe losses; (21) increasing cost and
limited market capacity for statutory life insurance reserve
financings; (22) heightened competition, including with respect to
pricing, entry of new competitors, consolidation of distributors,
the development of new products by new and existing competitors,
and for personnel; (23) exposure to losses related to variable
annuity guarantee benefits, including from significant and
sustained downturns or extreme volatility in equity markets,
reduced interest rates, unanticipated policyholder behavior,
mortality or longevity, and the adjustment for nonperformance risk;
(24) our ability to address difficulties, unforeseen liabilities,
asset impairments, or rating agency actions arising from business
acquisitions, including our acquisition of American Life Insurance
Company and Delaware American Life Insurance Company, and
integrating and managing the growth of such acquired businesses, or
arising from dispositions of businesses or legal entity
reorganizations; (25) regulatory and other restrictions affecting
MetLife, Inc.’s ability to pay dividends and repurchase common
stock; (26) MetLife, Inc.’s primary reliance, as a holding company,
on dividends from its subsidiaries to meet debt payment obligations
and the applicable regulatory restrictions on the ability of the
subsidiaries to pay such dividends; (27) the possibility that
MetLife, Inc.’s Board of Directors may influence the outcome of
stockholder votes through the voting provisions of the MetLife
Policyholder Trust; (28) changes in accounting standards, practices
and/or policies; (29) increased expenses relating to pension and
postretirement benefit plans, as well as health care and other
employee benefits; (30) inability to protect our intellectual
property rights or claims of infringement of the intellectual
property rights of others; (31) inability to attract and retain
sales representatives; (32) provisions of laws and our
incorporation documents may delay, deter or prevent takeovers and
corporate combinations involving MetLife; (33) the effects of
business disruption or economic contraction due to disasters such
as terrorist attacks, cyberattacks, other hostilities, or natural
catastrophes, including any related impact on the value of our
investment portfolio, our disaster recovery systems, cyber- or
other information security systems and management continuity
planning; (34) the effectiveness of our programs and practices in
avoiding giving our associates incentives to take excessive risks;
and (35) other risks and uncertainties described from time to time
in MetLife, Inc.’s filings with the SEC.
MetLife, Inc. does not undertake any obligation to publicly
correct or update any forward-looking statement if MetLife, Inc.
later becomes aware that such statement is not likely to be
achieved. Please consult any further disclosures MetLife, Inc.
makes on related subjects in reports to the SEC.
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version on businesswire.com: http://www.businesswire.com/news/home/20150629005383/en/
MetLife, Inc.Media:Jillian Palash,
212-578-1538orInvestors:Edward Spehar, 212-578-7888
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