UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
Of the Securities Exchange Act of 1934
MetLife, Inc.
6.500% Non-Cumulative Preferred Stock, Series B
(Title of Class of Securities)
59156R603
(CUSIP Number of Class of Securities)
Ricardo A. Anzaldua, Esq.
Executive Vice President and General Counsel
MetLife, Inc.
200 Park Avenue
New York, New York 10166
(212) 578-9500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Persons)
With a copy to:
John Schwolsky, Esq.
Benjamin Nixon, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
|
$1,503,791,664.00 |
$174,740.59 | |
| * | The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase any and all of MetLife, Inc.’s 6.500% Non-Cumulative Preferred Stock, Series B, par value $0.01 per share (the “Series B Preferred Shares”), at the tender offer price of $25.00 per Series B Preferred Share, plus an amount equal to accrued and unpaid dividends from, and including June 15, 2015, to, but excluding, June 29, 2015 for a total cash price per Series B Preferred Share of $25.06. As of May 29, 2015, there were 60,000,000 Series B Preferred Shares, representing $1,500,000,000 in aggregate liquidation preference of Series B Preferred Shares issued and outstanding. |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2015, equals $116.20 per million dollars of the value of the transaction. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0–11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: Not Applicable | Filing Party: Not Applicable | |
| Form or Registration No.: Not Applicable | Date Filed: Not Applicable |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third -party tender offer subject to Rule 14d–1. |
| x | issuer tender offer subject to Rule 13e–4. |
| ¨ | going-private transaction subject to Rule 13e–3. |
| ¨ | amendment to Schedule 13D under Rule 13d–2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
This Tender Offer Statement on Schedule TO (“Schedule TO”) is being filed by MetLife, Inc. pursuant to Rule 13e–4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in connection with MetLife, Inc.’s offer to purchase for cash any and all of its outstanding 6.500% Non-Cumulative Preferred Stock, Series B, par value $0.01 per share, liquidation preference $25.00 per share (the “Series B Preferred Shares”) at the tender offer price of $25.00 per Series B Preferred Share, plus an amount equal to accrued and unpaid dividends from, and including June 15, 2015, to, but excluding, the Settlement Date (as defined below), net to the seller in cash, less any applicable withholding taxes and without interest (the “Offer”). MetLife, Inc.’s Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 1, 2015 (“Offer to Purchase”), and in the related Letter of Transmittal (“Letter of Transmittal”) which, as amended or supplemented from time to time, together constitute the Offer. This Schedule TO is being filed in accordance with Rule 13e–4(c)(2) under the Exchange Act.
All information in the Offer to Purchase and the related Letter of Transmittal is hereby expressly incorporated by reference in answer to all items in this Schedule TO, and as more particularly set forth below.
| ITEM 1. | Summary Term Sheet. |
The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” is incorporated herein by reference.
| ITEM 2. | Subject Company Information. |
(a) MetLife, Inc. is incorporated under the laws of the State of Delaware. MetLife, Inc.’s principal executive offices are located at 200 Park Avenue, New York, New York 10166-0188, and its telephone number is 212-578-9500.
(b) This Schedule TO relates to the Series B Preferred Shares of MetLife, Inc. As of May 29, 2015, there were 60,000,000 Series B Preferred Shares issued and outstanding. The information set forth in the section of the Offer to Purchase titled “Introduction” is incorporated herein by reference.
(c) The information set forth in Section 7 (“Historical Price Range of Preferred Shares”) of the Offer to Purchase is incorporated herein by reference.
| ITEM 3. | Identity and Background of Filing Person. |
(a) MetLife, Inc. is the filing person and subject company. The information set forth in Item 2(a) is incorporated herein by reference. The information set forth in Section 9 (“Certain Information Concerning MetLife”) and Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Series B Preferred Shares and Other Securities”) of the Offer to Purchase is incorporated herein by reference.
The names of executive officers and directors of MetLife, Inc., who are persons specified in Instruction C to Schedule TO, are set forth below. The address for each such person is: c/o MetLife, Inc., 200 Park Avenue, New York, New York 10166 and the telephone number for each such person is (212) 578-9500.
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| Name | Position(s) | |
| Ricardo A. Anzaldua | Executive Vice President and General Counsel | |
| Peter M. Carlson | Executive Vice President and Chief Accounting Officer | |
| Steven J. Goulart | Executive Vice President and Chief Investment Officer | |
| Cheryl W. Grisé | Director | |
| Carlos M. Gutierrez | Director | |
| John C. R. Hele | Executive Vice President and Chief Financial Officer | |
| Frans Hijkoop | Executive Vice President and Chief Human Resources Officer | |
| R. Glenn Hubbard | Director | |
| Steven A. Kandarian | Chairman of the Board, President and Chief Executive Officer | |
| Alfred F. Kelly, Jr. | Director | |
| Edward J. Kelly, III | Director | |
| William E. Kennard | Director | |
| James M. Kilts | Director | |
| Catherine R. Kinney | Director | |
| Michel Khalaf | President, EMEA | |
| Esther Lee | Executive Vice President and Global Chief Marketing Officer | |
| Martin J. Lippert | Executive Vice President and Head of Global Technology and Operations | |
| Maria R. Morris | Executive Vice President and Head of Global Employee Benefits | |
| Denise M. Morrison | Director | |
| Kenton J. Sicchitano | Director | |
| Christopher G. Townsend | President, Asia | |
| Lulu C. Wang | Director | |
| William J. Wheeler | President, Americas |
| ITEM 4. | Terms of the Transaction. |
(a)(1)(i) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and “Introduction,” and in Section 1 (“Number of Series B Preferred Shares”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(ii) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and “Introduction,” and in Section 1 (“Number of Series B Preferred Shares”), Section 5 (“Purchase of Series B Preferred Shares and Payment of Purchase Price”) and Section 8 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(iii) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and “Introduction,” and in Section 1 (“Number of Series B Preferred Shares”) and Section 15 (“Extension of the Offer; Termination; Amendment”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(iv) Not applicable.
(a)(1)(v) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 15 (“Extension of the Offer; Termination; Amendment”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(vi) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 4 (“Withdrawal Rights”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(vii) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 3 (“Procedures for Tendering Series B Preferred Shares”) and Section 4 (“Withdrawal Rights”) of the Offer to Purchase is incorporated herein by reference.
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(a)(1)(viii) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet,” in Section 3 (“Procedures for Tendering Series B Preferred Shares”) and Section 5 (“Purchase of Series B Preferred Shares and Payment of Purchase Price”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(ix) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet,” “Introduction,” in Section 1 (“Number of Series B Preferred Shares”) and in Section 5 (“Purchase of Series B Preferred Shares and Payment of Purchase Price”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(x) Not applicable.
(a)(1)(xi) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 14 (“Accounting Treatment”) of the Offer to Purchase is incorporated herein by reference.
(a)(1)(xii) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet,” in Section 3 (“Procedures for Tendering Series B Preferred Shares”) and Section 13 (“Certain Material U.S. Federal Income Tax Consequences”) of the Offer to Purchase is incorporated herein by reference.
(a)(2)(i–vii) Not applicable.
(b) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and in Section 2 (“Purposes of the Offer”) and Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Series B Preferred Shares and Other Securities”) of the Offer to Purchase is incorporated herein by reference.
| ITEM 5. | Past Contacts, Transactions, Negotiations and Agreements. |
(e) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Series B Preferred Shares and Other Securities”) of the Offer to Purchase is incorporated herein by reference.
| ITEM 6. | Purposes of the Transaction and Plans or Proposals. |
(a) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 2 (“Purpose of the Offer”) of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in Section 2 (“Purpose of the Offer”) of the Offer to Purchase is incorporated herein by reference.
(c)(1–10) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and “Introduction” and in Section 2 (“Purpose of the Offer”), Section 8 (“Source and Amount of Funds”), Section 9 (“Certain Information Concerning MetLife”) and Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Series B Preferred Shares and Other Securities”) of the Offer to Purchase is incorporated herein by reference.
| ITEM 7. | Source and Amount of Funds or Other Consideration. |
(a), (b) and (d) The information set forth in the section of the Offer to Purchase titled “Summary Term Sheet” and in Section 8 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.
| ITEM 8. | Interest in Securities of the Subject Company. |
(a) and (b) The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Series B Preferred Shares and Other Securities”) of the Offer to Purchase is incorporated herein by reference.
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| ITEM 9. | Persons/Assets, Retained, Employed, Compensated or Used. |
(a) The information set forth in the section of the Offer to Purchase titled “Introduction” and in Section 2 (“Purpose of the Offer”) and Section 16 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference.
| ITEM 10. | Financial Statements. |
(a) and (b) The information set forth in Section 9 (“Certain Information Concerning MetLife”) of the Offer to Purchase is incorporated herein by reference.
| ITEM 11. | Additional Information. |
(a)(1) The information set forth in Section 10 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning Series B Preferred Shares and Other Securities”) of the Offer to Purchase is incorporated herein by reference.
(a)(2) The information set forth in Section 12 (“Legal Matters; Regulatory Approvals”) of the Offer to Purchase is incorporated herein by reference.
(a)(3) The information set forth in Section 12 (“Legal Matters; Regulatory Approvals”) of the Offer to Purchase is incorporated herein by reference.
(a)(4) The information set forth in Section 11 (“Effects of the Offer on the Market for Series B Preferred Shares; Registration under the Exchange Act”) of the Offer to Purchase is incorporated herein by reference.
(a)(5) None.
(c) The information set forth in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed as Exhibits (a)(l)(A) and (a)(l)(B) hereto, respectively, as each may be amended or supplemented from time to time, is incorporated herein by reference. The information contained in all of the exhibits referred to in Item 12 below is incorporated herein by reference.
| ITEM 12. | Exhibits. |
| Exhibit |
Description | |
| (a)(1)(A) | Offer to Purchase, dated June 1, 2015. | |
| (a)(1)(B) | Letter of Transmittal (including Guidelines of the Internal Revenue Service for Certification of Taxpayer Identification Number on IRS Form W-9). | |
| (a)(2) | Not applicable. | |
| (a)(3) | Not applicable. | |
| (a)(4) | Not applicable. | |
| (a)(5)(A) | Press Release, dated June 1, 2015. | |
| (b) | Not applicable. | |
| (d) | Not applicable. | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| ITEM 13. | Information Required by Schedule 13E-3. |
Not applicable.
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| METLIFE, INC. | ||
| By: | /s/ Marlene B. Debel | |
| Name: | Marlene B. Debel | |
| Title: | Executive Vice President and Treasurer | |
Date: June 1, 2015
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