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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/02/21 Metlife Inc 8-K:1,2,9 2/26/21 12:996K Donnelley … Solutions/FA
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM i 8-K
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): i February 26, 2021
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
|i 1-15787||i 13-4075851|
|(Commission File Number)||(IRS Employer Identification No.)|
|i 200 Park Avenue, i New York, i NY||i 10166-0188|
|(Address of Principal Executive Offices)||(Zip Code)|
( i 212) i 578-9500
(Registrant’s Telephone Number, Including Area Code)
(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:
|i ☐|| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|i ☐|| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|i ☐|| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|i ☐|| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|i Common Stock, par value $0.01||i MET||i New York Stock Exchange|
|i Floating Rate Non-Cumulative Preferred Stock, Series A, par value $0.01||i MET PRA||i New York Stock Exchange|
|Depositary Shares, each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series E||i MET PRE||i New York Stock Exchange|
|Depositary Shares, each representing a 1/1,000th interest in a share of 4.75% Non-Cumulative Preferred Stock, Series F||i MET PRF||i New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 1.01|| |
Entry into a Material Definitive Agreement.
On February 26, 2021, MetLife, Inc., a Delaware corporation (the “Company”), and MetLife Funding, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with the Company, the “Borrowers”), amended and restated in its entirety their Five-Year Credit Agreement, dated as of August 4, 2017 (as amended and restated, the “Amended and Restated 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. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Amended and Restated Credit Agreement.
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 February 26, 2026, except that letters of credit outstanding on that date may remain outstanding until no later than February 26, 2027.
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 $34,000,000,000, excluding 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 description of the Amended and Restated Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Credit Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
|Item 2.03|| |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
|Item 9.01|| |
Financial Statements and Exhibits.
|10.1||Amended and Restated Credit Agreement, dated as of February 26, 2021, among MetLife, Inc. and MetLife Funding, Inc., as borrowers, and the other parties signatory thereto.|
|101||Pursuant to Rule 406 of Regulation S-T, the cover page is formatted in Inline XBRL (Inline eXtensible Business Reporting Language).|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 2, 2021
|This ‘8-K’ Filing||Date||Other Filings|
|For Period end:||2/26/21||4|
|8/4/17||10-Q, 8-K, SC 13D/A|
|List all Filings|
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/09/21 Metropolitan Life Insurance Co 10-K 12/31/20 193:43M 3/04/21 Metropolitan Life Insurance Co 8-K:1,2,9 2/26/21 10:130K Donnelley … Solutions/FA