Tender Offer amended to an offer to purchase up to 59,850,000 Series B Preferred Shares.
Holders whose Series B Preferred Shares are accepted for purchase will receive $25.00 per share, plus an amount equal to accrued, unpaid and undeclared dividends.
Holders who do not tender their Series B Preferred Shares will have their shares redeemed by MetLife at $25.00 per share, without any payment for accrued, unpaid and undeclared dividends.
NEW YORK, June 12, 2015 - MetLife, Inc. (NYSE: MET) announced today an amendment to the tender offer for its 6.500% Non-Cumulative Preferred Stock, Series B (CUSIP No. 59156R603), par value $0.01 per share and liquidation preference $25.00 per share (the Series B Preferred Shares ). The Series B Preferred Shares are listed on the NYSE under the symbol METPrB. The tender offer is being modified from an offer to purchase any and all of its 60,000,000 outstanding Series B Preferred Shares to an offer to purchase up to 59,850,000 Series B Preferred Shares, so that as a result of the tender offer the Series B Preferred Shares will not be removed from listing on the NYSE. The tender offer is being made solely pursuant to the Offer to Purchase dated June 1, 2015, as amended and supplemented on June 12, 2015, and the accompanying Letter of Transmittal, as amended and supplemented. The terms and conditions of the tender offer are more fully set forth in those documents.
Upon and subject to the conditions set forth in the Offer to Purchase, MetLife is offering to pay a purchase price of $25.00 per Series B Preferred Share, plus an amount equal to accrued, unpaid and undeclared dividends from, and including, June 15, 2015 to, but excluding, the settlement date for the tender offer, for up to 59,850,000 Series B Preferred Shares properly tendered and not properly withdrawn. MetLife currently expects the settlement date of the tender offer to be June 29, 2015.
The tender offer will expire at 12:00 midnight, New York City time, on June 26, 2015 (which is the end of the day on June 26, 2015), unless the tender offer is extended or earlier terminated by MetLife. Tenders of Series B Preferred Shares must be made on or prior to the expiration of the tender offer to receive the purchase price and may be withdrawn at any time prior to the expiration of the tender offer, in each case, in accordance with the procedures described in the Offer to Purchase and accompanying Letter of Transmittal.
If, at the expiration of the tender offer, more than 59,850,000 Series B Preferred Shares have been properly tendered and not properly withdrawn, and all conditions of the tender offer have been satisfied or waived, MetLife will purchase 59,850,000 Series B Preferred Shares from the tendering holders on a pro rata basis based on the number of Series B Preferred Shares tendered by each holder. Fractions resulting from the proration calculation will be rounded down to the next whole share.
MetLife has delivered a notice of redemption to the holders of the Series B Preferred Shares. Any Series B Preferred Shares that are (i) properly tendered but not accepted for purchase due to prorationing as described in the preceding paragraph, (ii) not properly tendered or (iii) properly tendered and properly withdrawn prior to the expiration of the tender offer will be redeemed by MetLife on July 1, 2015 at a redemption price of $25.00 per share, without any payment for accrued, unpaid and undeclared dividends on the Series B Preferred Shares from, and including, June 15, 2015 to, but excluding, the redemption date, pursuant to the terms of the Certificate of Designations for the Series B Preferred Shares. If a holder does not properly tender or properly withdraws its Series B Preferred Shares prior to the expiration date for the tender offer, its Series B Preferred Shares will be redeemed at the lower amount of $25.00 per share. As a result of the redemption, the Series B Preferred Shares will be removed from listing on the NYSE on the redemption date.
The tender offer is being made following MetLife's public offering of 1,500,000 shares of its 5.250% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C, $1,000 liquidation preference per share (the Series C Preferred Shares ). MetLife expects to use the net proceeds from the offering of the Series C Preferred Shares and cash on hand to pay the consideration payable by it pursuant to the tender offer and the redemption. In no event will the information contained in this news release, the Offer to Purchase or the Letter of Transmittal regarding the Series C Preferred Shares constitute an offer to sell or a solicitation of an offer to buy any Series C Preferred Shares.
MetLife may, in its sole discretion, amend, extend or, subject to certain conditions, terminate the tender offer at any time, subject to applicable law.
Holders of Series B Preferred Shares who have any questions regarding the terms of the tender offer should contact the dealer manager, Goldman, Sachs & Co., at (800) 828-3182 (toll-free) or (212) 902-6595 (collect). Copies of the Offer to Purchase, the Letter of Transmittal or any related documents may be obtained from Global Bondholder Services Corporation, the information agent and tender agent, at (866) 470-3800 (toll-free) or, for banks and brokers (212) 430-3774 (collect).
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SERIES B PREFERRED SHARES. THE SOLICITATION OF OFFERS TO BUY SERIES B PREFERRED SHARES WILL ONLY BE MADE PURSUANT TO THE OFFER TO PURCHASE AND THE LETTER OF TRANSMITTAL, WHICH WILL BE DISTRIBUTED TO HOLDERS OF THE SERIES B PREFERRED SHARES PROMPTLY. HOLDERS SHOULD READ THOSE MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. METLIFE HAS
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Tender Offer amended to an offer to purchase up to 59,850,000 Series B Preferred Shares.
