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MET > SEC Filings for MET > Form 8-K on 13-Nov-2013All Recent SEC Filings

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Form 8-K for METLIFE INC


13-Nov-2013

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet


Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On November 13, 2013, MetLife, Inc. (the "Company") issued $1,000,000,000 aggregate principal amount of its 4.875% Senior Notes due 2043 (the "Senior Notes"). The Senior Notes were issued pursuant to the Senior Indenture, dated as of November 9, 2001 (incorporated by reference to Exhibit 4.1(a) to the Company's Annual Report on Form 10-K for the year ended December 31, 2012), between the Company and The Bank of New York Mellon Trust Company, N.A., (as successor in interest to J.P. Morgan Trust Company, National Association (as successor to Bank One Trust Company, N.A.)), as trustee (the "Trustee"), as supplemented by the Twenty-Fourth Supplemental Indenture, dated as of November 13, 2013, with respect to the Senior Notes (attached hereto as Exhibit 4.1 and incorporated herein by reference).

The Senior Notes 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 (the "Commission") on November 30, 2010, and a prospectus supplement related to the Senior Notes dated November 7, 2013 (filed with the Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933).



Item 8.01. Other Events

On November 7, 2013, the Company 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 the Senior Notes, each among the Company and Barclays Capital Inc., Goldman, Sachs & Co., UBS Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named in Schedule I to the Pricing Agreement (the "Underwriters").

A copy of the opinion letter of Willkie Farr & Gallagher LLP relating to the validity of the Senior Notes is filed as Exhibit 5.1 hereto.



Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable

(d) Exhibits

1.1     Underwriting Agreement, dated November 7, 2013, among the Company and the
        representatives of the Underwriters.

1.2     Pricing Agreement, dated November 7, 2013, among the Company and the
        representatives of the Underwriters.

4.1     Twenty-Fourth Supplemental Indenture, dated November 13, 2013, between the
        Company and the Trustee.

4.2     Form of Senior Note (included as Exhibit A to Exhibit 4.1 above).

5.1     Opinion Letter of Willkie Farr & Gallagher LLP relating to the validity of
        the Senior Notes.

12.1    Statement re: Computation of Ratios of Earnings to Fixed Charges.

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


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