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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 14, 2006
METLIFE, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-15787 13-4075851
(State or other jurisdiction (Commission file number) (IRS Employer
of incorporation) Identification No.)
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200 PARK AVENUE, NEW YORK, NEW YORK 10166-0188
(Address of principal executive offices) (Zip Code)
(212) 578-2211
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
N/A
(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 8.01. OTHER EVENTS
On December 14, 2006, MetLife, Inc., a Delaware corporation ("MetLife"),
entered into (i) an underwriting agreement (attached hereto as Exhibit 1.1 and
incorporated herein by reference), and (ii) a pricing agreement (attached hereto
as Exhibit 1.2 and incorporated herein by reference) (the "Pricing Agreement")
relating to $1,250,000,000 aggregate principal amount of 6.40% Fixed-to-Floating
Rate Junior Subordinated Debentures due 2066 (the "junior subordinated
debentures"), each among MetLife, and Goldman, Sachs & Co., J.P. Morgan
Securities Inc., Merrill Lynch & Co. and HSBC Securities (USA) Inc., as
representatives of the several underwriters named in Schedule I to the Pricing
Agreement (the "Underwriters"), pursuant to which the Underwriters agreed to
purchase the junior subordinated debentures from MetLife.
The junior subordinated debentures are being offered and sold pursuant to
the shelf registration statement on Form S-3 (File No. 333-124358 under the
Securities Act) filed with the U.S. Securities and Exchange Commission (the
"Commission") on April 27, 2005, and a prospectus supplement dated December 14,
2006 (the "Prospectus Supplement"). The terms of the junior subordinated
debentures are set forth in the Prospectus Supplement (previously filed on
December 18, 2006 with the Commission pursuant to Rule 424(b)(5) under the
Securities Act).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits
1.1 Underwriting Agreement dated December 14, 2006 among MetLife, Inc.
and the Underwriters.
1.2 Pricing Agreement dated December 14, 2006 among MetLife, Inc. and
the Underwriters, relating to the junior subordinated debentures.
SIGNATURES
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.
MetLife, Inc.
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and
Secretary
Date: December 20, 2006
EXHIBIT INDEX
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Exhibit
Number Exhibit
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1.1 Underwriting Agreement dated December 14, 2006 among MetLife,
Inc. and the Underwriters.
1.2 Pricing Agreement dated December 14, 2006 among MetLife, Inc.
and the Underwriters, relating to the junior subordinated
debentures.