MetLife notes covered by tender for up to $900 million from four sets

By Wendy Van Sickle

Columbus, Ohio, May 15 – Four series of MetLife, Inc.’s debt securities are the subject of separate tender offers up to a total purchase price of $900 million, according to a press release.

The tender offers were launched by purchasers Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC.

The covered notes, listed in order of acceptance priority, include:

• $1,035,000,000 of 7.717% senior debt securities, series B, due 2019;

• $1,035,000,000 of 6.817% senior debt securities, series A, due 2018;

• $1 billion of 4.75% senior notes due Jan. 31, 2021; and

• $500 million of 3.048% series C senior component debentures, tranche 2, due 2022.

The total consideration for each series will be determined based on the present value of future payments on the applicable notes discounted at a rate equal to the sum of the applicable fixed spread and the yield based on the bid-side price of the applicable reference security calculated at 2 p.m. ET on the pricing date, expected to be May 29.

The applicable reference securities and fixed spread, if any, are as follows:

• For the 7.717% debentures, the 0.75% note due Feb. 15, 2019;

• For the 6.817% debt securities, the 1% note due Aug. 15, 2018;

• For the 4.75% senior notes, the 1.375% note due Jan. 31, 2021 plus 25 basis points; and

• For the 3.048% debentures, the 2% note due Nov. 30, 2022 plus 50 bps.

For each series, the total consideration will include an early tender premium of $50 per each $1,000 of notes tendered by the early deadline, 5 p.m. ET on May 29.

Holders will also receive accrued interest to but excluding the settlement date.

Early settlement is expected to occur on May 30.

The offers will expire at 11:59 p.m. ET on June 12.

Final settlement is expected on June 14.

If the tenders received would cause the payment to exceed the cap, notes will be accepted for purchase on a prorated basis.

Tenders may be withdrawn until 5 p.m. ET on May 29.

The purchasers have approached MetLife to negotiate an agreement under which the purchasers would exchange the notes purchased in the offers for shares of common stock of Brighthouse Financial, Inc. held by MetLife, but a final agreement on a potential exchange has not been, and may not be, reached, according to the release.

D.F. King & Co., Inc. (800 591-6313 or 212 269-5550) is the tender agent and information agent.

Questions may be directed to Goldman Sachs (800 828-3182 or 212 357-1452), J.P. Morgan (866 834-4666 or 212 834-4811), Morgan Stanley (800 624-1808 or 212 761-1057) or Wells Fargo (866 309-6316 or 704 410-4760).

MetLife is an insurance and employee benefits company based in New York City.

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