OREANDA-NEWS. MetLife, Inc. (NYSE:MET) announced today it is soliciting consents (the "Consent Solicitation") from the holders of its outstanding junior subordinated debt and MetLife Capital Trust IV’s trust securities listed below (the "Securities") proposing amendments to the supplemental indentures (the "Indentures") relating to such Securities.

Outstanding Principal/ Liquidation Amount   Description of Securities  

CUSIP
Number

   Consent Fee per $1,000 in Principal/ Liquidation Amount
$1,250,000,000   6.40% Fixed-to-Floating Rate Junior Subordinated Debentures due 2066   59156RAP3   $2.50
$700,000,000  

7.875% Fixed-to-Floating Rate Exchangeable Surplus Trust Securities (“X-SURPs”) of MetLife Capital Trust IV

(exchangeable into 7.875% Fixed-to-Floating Rate Junior Subordinated Debentures due 2067) (“2067 JSDs”)

   591560AA5   $2.50
$750,000,000   9.250% Fixed-to-Floating Rate Junior Subordinated Debentures due 2068   59156RBS6   $2.50
$500,000,000   10.750% Fixed-to-Floating Rate Junior Subordinated Debentures due 2069   59156RAV0   $2.50

The Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated August 10, 2017 (the “Statement”) and the related Consent Form. Full details on the terms and conditions of the Consent Solicitation are set forth in the Statement, and the related Consent Form.

The purpose of the Consent Solicitation is to change interest payment tests in the Indentures. The changes would avoid potential interest payment restrictions relating to the Securities that could occur as a result of MetLife, Inc.’s spin-off of Brighthouse Financial, Inc., which was completed on August 4, 2017 (the “Proposed Amendments”). If the interest payment tests in the Indentures are not satisfied, MetLife would be required to exchange the X-SURPs for 2067 JSDs, sell MetLife common stock to satisfy its interest payment obligations under the Indentures, and may only be able to make interest payments on the Securities to the extent of net proceeds from the sale of MetLife common stock and certain warrants received by MetLife during the 180 days prior to an interest payment date.

The Consent Solicitation is being made to the holders of each series of Securities as of 5:00 p.m., New York City time, on August 9, 2017 (the “Record Date”). The consent of holders of at least a majority in aggregate principal or liquidation amount, as applicable, of a series of Securities outstanding as of the Record Date is required to approve the Proposed Amendment with respect to that series of Securities (the “Requisite Consents”). The Proposed Amendments will be effected by a new supplemental indenture with respect to each series of Securities, which will be executed after receipt of the Requisite Consents, subject to satisfaction or waiver of the conditions to the effectiveness of the Proposed Amendments as more fully described in the Statement.

The expiration date of the Consent Solicitation is 5:00 p.m., New York City time, on August 18, 2017, unless extended or terminated by MetLife (such date and time, as the same may be extended, the “Expiration Date”).

If MetLife receives the Requisite Consents with respect to each series of Securities on or prior to the Expiration Date, and the other conditions to the effectiveness of the Proposed Amendments are satisfied or waived, promptly after the Expiration Date, MetLife will pay a consent fee, as set forth in the above table, to the tabulation agent for the benefit of registered holders of Securities (“Holders”) as of the Record Date that have validly delivered (and not validly revoked) a properly completed consent form on or prior to the Expiration Date. MetLife may, in its sole discretion, terminate, abandon, extend or amend the Consent Solicitation as described in the Statement.

If, however, all conditions to the effectiveness of the Proposed Amendments with respect to one or more series of Securities are not satisfied or waived, but all conditions to the Consent Solicitation with respect to the other series of Securities are satisfied or waived, then in MetLife’s sole discretion, on the second business day following the Expiration Date, or as promptly as practicable thereafter, MetLife will pay to the tabulation agent for the benefit of the Securities the applicable consent fee for the series of Securities as to which such conditions are so satisfied or waived.