Item 1.01 Entry into a Material Definitive Agreement
On December 20, 2016, 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 the Second Amendment (the Amendment) to a $4,000,000,000 Five-Year Credit Agreement dated May 30, 2014 (as
previously amended, the 2014 Five-Year Credit Agreement) among the Borrowers, Bank of America, N.A., as Administrative Agent and Several L/C Agent, JPMorgan Chase Bank, N.A. and Wells Fargo Bank, National Association, as
Co-Syndication
Agents, the other lenders party thereto and the other parties thereto. The Amendment provides, among other things, that the 2014 Five-Year Credit Agreement will be amended and restated (as amended and
restated, the Amended and Restated Credit Agreement) upon the completion of the separation of MetLifes Brighthouse Financial segment through a
spin-off
transaction, as described in Amendment
No. 1 to the Brighthouse Financial, Inc. Registration Statement on Form 10 filed with the U.S. Securities and Exchange Commission (the
Spin-Off
Transaction), and the satisfaction of
certain other conditions. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Amendment.
The Amended and
Restated Credit Agreement will provide for borrowings or the issuance of letters of credit up to an aggregate of $3,000,000,000 committed by the lenders party thereto. The amount available under the Amended and Restated Credit Agreement may be
increased to a maximum amount of $4,000,000,000, provided that no Event of Default, as defined in the Amended and Restated Credit Agreement, has occurred and is continuing. Facilities to be made available by the Amended and Restated
Credit Agreement may be used for general corporate purposes (including, in the case of loans, to back commercial paper and, in the case of letters of credit, to support variable annuity policy and reinsurance reserve requirements). All borrowings
under the Amended and Restated Credit Agreement must be repaid by December 20, 2021, except that letters of credit outstanding on that date may remain outstanding until no later than December 20, 2022.
The Amended and Restated Credit Agreement contains representations and warranties and covenants that are customary for facilities of this type. The Company is
subject under the Amended and Restated Credit Agreement to a consolidated net worth requirement of the greater of (i) $28,500,000,000 and (ii) 62% of consolidated net worth as of the first quarter end following the
Spin-Off
Transaction, excluding in both cases accumulated other comprehensive income. Amounts due under the Amended and Restated Credit Agreement may be accelerated upon an Event of Default if not otherwise waived
or cured.
The lenders and the agents (and their respective subsidiaries or affiliates) under the Amended and Restated 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 descriptions of the Amendment and the Amended
and Restated Credit Agreement are not complete and are qualified in their entirety by reference to the Amendment and the Amended and Restated Credit Agreement included as an exhibit to the Amendment, which are filed as Exhibit 10.1 hereto.