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MET > SEC Filings for MET > Form 8-K on 10-Sep-2013All Recent SEC Filings

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Form 8-K for METLIFE INC


10-Sep-2013

Material Modification to Rights of Security Holders, Other Events, Financial Statemen


Item 3.03. Material Modification to Rights of Security Holders.

On September 10, 2013, MetLife, Inc. (the "Company") remarketed $999,886,000 in aggregate principal amount of its 4.368% Series D Senior Debentures (the "Series D Debentures"). Effective September 11, 2013, the stated maturity of the Series D Debentures will be September 15, 2023. The Series D Debentures were originally issued in November 2010 as $1.0 billion aggregate principal amount of Series D Senior Debentures due 2024 pursuant to an Indenture dated as of November 9, 2001 between the Company and The Bank of New York Mellon Trust Company (as successor in interest to J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, N.A.)), as Trustee (the "Trustee"), as supplemented by the Twenty-First Supplemental Indenture, dated as of November 1, 2010 between the Company and the Trustee, and have terms described in the Company's Prospectus Supplement relating to the remarketing thereof dated September 3, 2013 (the "Prospectus Supplement"). The Series D Debentures initially constituted part of the Company's common equity units issued in November 2010 (the "Common Equity Units").

In addition, on September 10, 2013, Series D Debentures of $114,000 aggregate principal amount were delivered to holders of the Common Equity Units who elected cash settlement of the related Series D stock purchase contracts.

The Series D Debentures were offered and sold pursuant to the shelf registration statement on Form S-3 (File No. 333-170876), filed with the U.S. Securities and Exchange Commission on November 30, 2010, and the Prospectus Supplement.

A form of the security certificate representing the Series D Debentures is attached hereto as Exhibit 4.1 and is incorporated herein by reference.



Item 8.01. Other Events.

A copy of the opinion letter of Willkie Farr & Gallagher LLP relating to the validity of the remarketed Series D Debentures is filed as Exhibit 5.1 hereto.

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Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable

(d) Exhibits

4.1 Form of security certificate representing the Series D Debentures.

5.1 Opinion Letter of Willkie Farr & Gallagher LLP relating to the validity of the remarketed Series D Debentures.

23.1 Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above).

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