MetLife takes important step toward
separating into two independent publicly traded companies
MetLife, Inc. (NYSE:MET) today announced that Brighthouse
Financial, Inc. filed a Registration Statement on Form 10 with the
U.S. Securities and Exchange Commission (the “SEC”). The filing of
the Form 10 is an important step in MetLife’s plan to separate into
two independent publicly traded companies. The filing provides
information on the strategy and historical financial data of
Brighthouse Financial and will be updated with additional
information in subsequent amendments as the SEC reviews it.
The Form 10 reflects MetLife’s current plan to initiate the
separation of Brighthouse Financial in the form of a spin-off.
While MetLife and Brighthouse Financial are currently preparing for
a spin-off transaction, the ultimate form and timing of a
separation will be influenced by a number of factors, including
regulatory considerations and economic conditions. MetLife
continues to evaluate and pursue structural alternatives for the
planned separation, including different forms of spin-off, a public
offering of shares in an independent, publicly traded company, or a
sale. The first step in the separation transaction is expected to
take place in the first half of 2017. In conjunction with the Form
10, MetLife today filed a Form 8-K with the SEC that includes
additional financial information concerning MetLife related to the
planned separation.
“Today’s filing marks an important milestone for both MetLife
and Brighthouse Financial as we move toward separating into two
companies,” said Steven A. Kandarian, chairman, president and CEO
of MetLife. “We believe the separation will enable both companies
to compete more effectively, achieve strong operational and
financial performance, and create long-term value for our
shareholders.”
“Brighthouse Financial aims to deliver simple, transparent
solutions and experiences that empower advisors and consumers to
confidently make choices that will take them one step closer to
achieving the financial future they envision,” said Eric T.
Steigerwalt, executive vice president of MetLife’s U.S. Retail
business and incoming president and CEO of Brighthouse Financial.
“In addition, we believe that the company’s strong capital
structure and commitment to financial discipline, risk management,
and operational efficiencies will create long-term shareholder
value.”
As outlined in the Form 10, Brighthouse Financial will be a
major U.S. life insurance and annuity company, with $240 billion of
total assets and approximately 2.6 million insurance policies and
annuity contracts in-force as of June 30, 2016. Through a diverse
network of independent distributors, Brighthouse Financial will
offer a simplified set of accumulation and protection products.
Following the planned separation, MetLife, Inc. will remain the
largest provider of employee benefits in the U.S., as well as a
leading global insurer. MetLife will continue to hold leading
market positions in the United States, Japan, Latin America, Asia,
Europe and the Middle East.
The Form 10 describes a potential transaction which is a
pro-rata distribution of at least 80.1 percent of the shares of
Brighthouse Financial’s common stock to MetLife’s shareholders.
Brighthouse Financial anticipates that such a transaction would be
tax-free to U.S. shareholders for U.S. federal income tax purposes
(except for any cash received in lieu of fractional shares).
The separation remains subject to certain conditions including,
among others, obtaining final approval from the MetLife board of
directors, receipt of a favorable IRS ruling and an opinion from
MetLife’s tax advisor regarding certain U.S. federal income tax
matters, and an SEC declaration of the effectiveness of the Form
10.
For more information, the full Brighthouse Financial Form 10 can
be viewed at http://www.sec.gov and MetLife’s Investor Relations
site at www.metlife.com.
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.
Note Regarding Forward-Looking
Statements
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, statements regarding the
Separation, including the timing and expected benefits thereof, the
formation of Brighthouse Financial, 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 and
Brighthouse Financial. 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’s and
Brighthouse Financial’s respective filings with the U.S. Securities
and Exchange Commission. These factors include: (1) difficult
conditions in the global capital markets; (2) increased
volatility and disruption of the global 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 global 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 on us of comprehensive financial services
regulation reform, including potential regulation of MetLife, Inc.
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) our
ability to address difficulties, unforeseen liabilities, asset
impairments, or rating agency actions arising from (a) business
acquisitions and integrating and managing the growth of such
acquired businesses, (b) dispositions of businesses via sale,
initial public offering, spin-off or otherwise, such as the
Separation, including failure to achieve projected operational
benefit from such transactions, (c) entry into joint ventures, or
(d) legal entity reorganizations; (9) potential liquidity and other
risks resulting from our participation in a securities lending
program and other transactions, including Brighthouse Financial’s
incurrence of debt in connection with the Separation;
(10) investment losses and defaults, and changes to investment
valuations; (11) changes in assumptions related to investment
valuations, deferred policy acquisition costs, deferred sales
inducements, value of business acquired or goodwill;
(12) impairments of goodwill and realized losses or market
value impairments to illiquid assets; (13) defaults on our
mortgage loans; (14) the defaults or deteriorating credit of
other financial institutions that could adversely affect us;
(15) economic, political, legal, currency and other risks
relating to our international operations, including with respect to
fluctuations of exchange rates; (16) downgrades in our claims
paying ability, financial strength or credit ratings; (17) a
deterioration in the experience of the closed block established in
connection with the reorganization of Metropolitan Life Insurance
Company; (18) availability and effectiveness of reinsurance,
hedging or indemnification arrangements, as well as any default or
failure of counterparties to perform; (19) differences between
actual claims experience and underwriting and reserving
assumptions; (20) ineffectiveness of risk management policies
and procedures; (21) catastrophe losses; (22) increasing
cost and limited market capacity for statutory life insurance
reserve financings; (23) 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; (24) 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; (25) legal, regulatory and other
restrictions affecting MetLife’s or Brighthouse Financial’s ability
to pay dividends and repurchase common stock; (26) MetLife,
Inc.’s and its subsidiary holding companies’ primary reliance, as
holding companies, on dividends from its subsidiaries to meet its
free cash flow targets and 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) difficulties in
marketing and distributing products through our distribution
channels; (32) provisions of laws and our incorporation
documents that may delay, deter or prevent takeovers and corporate
combinations involving MetLife or Brighthouse Financial;
(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; (35) failure to
effect the Separation pursuant to the assumptions and on the terms
currently contemplated or at all; (36) failure of third parties to
provide various services, including product distribution and IT
maintenance, that are important to our operations; (37) the
effectiveness of Brighthouse Financial’s business strategy; (38)
inability to attract and retain key talent; (39) Brighthouse
Financial’s (a) loss of association with MetLife’s strong brand and
reputation, (b) inability to replace services MetLife provides in a
timely manner or on comparable terms and (c) obligations and
increased costs as an independent, public company, including costs
associated with having a large number of shareholders; (40) failure
to protect the confidentiality of client information; (41)
restrictions, liabilities, losses or indemnification obligations
arising from any Separation-related transitional services or tax
arrangements, or from the failure of the Separation to qualify for
tax-free treatment; (42) actual or potential conflict of interests
of Brighthouse Financial’s directors and officers because of their
MetLife, Inc. equity ownership or their former MetLife positions;
and (43) other risks and uncertainties described from time to
time in MetLife’s or Brighthouse Financial’s filings with the U.S.
Securities and Exchange Commission.
MetLife and Brighthouse Financial do not undertake any
obligation to publicly correct or update any forward-looking
statement if MetLife or Brighthouse Financial later becomes aware
that such statement is not likely to be achieved. Please consult
any further disclosures MetLife or Brighthouse Financial makes on
related subjects in reports to the U.S. Securities and Exchange
Commission.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20161005006480/en/
For Media:MetLifeRandy Clerihue, 212-578-5061orBrighthouse
FinancialMeghan Lantier, 212-578-6734orFor Investors:John Hall,
212-578-7888
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