FWP
Filed pursuant to Rule 433
February 11, 2009
Relating to
Preliminary Prospectus Supplement dated February 10, 2009 to
Prospectus Dated November 6, 2007
Registration Statement No. 333-147180
Final Term Sheet
$1,034,999,000
7.717% Senior Debt Securities, Series B, Due 2019
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Issuer:
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MetLife, Inc. (Issuer) |
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Securities:
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The Issuers 7.717% Senior Debt
Securities, Series B, Due 2019
(Debentures due 2019).(1) |
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Aggregate Principal Amount:
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$1,035,000,000 |
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Remarketed Principal Amount:
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$1,034,999,000 |
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Maturity Date:
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February 15, 2019 |
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Pricing Date:
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February 11, 2009 |
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Settlement Date:
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February 17, 2009 |
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Interest Payment Dates:
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February 15 and August 15 of each year |
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First Interest Payment Date
following the Remarketing:
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August 15, 2009 |
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Anticipated Ratings:
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S&P: A |
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Moodys: A2 |
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Fitch: A |
On February 11, 2009, Fitch Ratings announced in a press release that it has
assigned an A rating to MetLife, Inc.s offering of the Debentures due 2019, and
that it has revised its outlook on MetLife, Inc.s ratings to negative
from stable, as described in the full rating announcement provided in the
release.
In its announcement, Fitch stated that it is in the process of completing its
analysis of MetLife, Inc.s year-end 2008 financial results, and updating its
views of MetLife, Inc.s capital position, liquidity profile, and earnings
performance. According to the announcement, while this review is not yet
complete, Fitch decided to provide the market updated commentary on MetLife,
Inc.s ratings due to MetLife, Inc.s proposed offering of the Debentures due
2019. In the announcement, Fitch stated that it anticipates completing its
review within the next several weeks, and will reflect those results in the
ratings at that time. According to the announcement, it is anticipated that
any downgrade of MetLife, Inc.s ratings, if there is one, would be limited to
one notch.
As previously disclosed, on February 9, 2009, Moodys affirmed MetLife, Inc.s
credit ratings and the insurance financial strength ratings of MetLife, Inc.s
insurance subsidiaries, but changed the outlook for each to negative from
stable. On February 11, 2009, S&P notified MetLife, Inc. that it assigned its
A rating on MetLife, Inc.s remarketing of the Debentures due 2019.
MetLife, Inc. does not believe that actions taken by Moodys and Fitch will
have a material adverse impact on MetLife, Inc.s results of operations and
financial condition. However, it is possible that any future adverse ratings
consequences by any rating agency, including any downgrade, could have a
material adverse effect on MetLife, Inc.s results of operations and financial
condition.
An explanation of the significance of ratings may be obtained from the rating
agencies. Generally, rating agencies base their ratings on such material and
information, and such of their own investigations, studies and assumptions, as
they deem appropriate. The ratings of the Debentures due 2019 should be
evaluated independently from similar ratings of other securities. A credit
rating of a security is not a recommendation to buy, sell or hold securities
and may be subject to review, revisions, suspensions, reduction or withdrawal
at any time by the assigning rating agency.
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Interest Rate:
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7.717% |
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Benchmark Treasury:
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UST 3.75% due November 15, 2018 |
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Spread to Benchmark Treasury:
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T + 490 bps |
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Benchmark Treasury Price and
Yield:
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(108-11+) 2.766% |
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Yield to Maturity:
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7.666% |
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Ranking:
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Senior Unsecured |
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Redemption:
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The Debentures due 2019 will be
redeemable at the Issuers option in
whole or in part, at any time on or
after February 15, 2011 at a redemption
price equal to the greater of 100% of
the principal amount to be redeemed plus
accrued and unpaid interest to the date
of redemption and the Make-Whole
Redemption Amount calculated as
described below. |
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Make-Whole Redemption Amount:
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Means the sum, as calculated by the
Premium Calculation Agent, of the
present values of the remaining
scheduled payments of principal and
interest thereon for the principal
amount to be redeemed (not including any
portion of those payments of interest
accrued as of the date of redemption),
discounted from their respective
scheduled payment dates to the date of
redemption on a semi-annual basis
(assuming a 360-day year consisting of
twelve 30-day months) at the Treasury
Rate plus 50 basis points plus accrued
and unpaid interest thereon to the date
of redemption. |
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CUSIP / ISIN:
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CUSIP: 59156R AT5 |
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ISIN: US59156RAT59 |
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Price to the Public:
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100.35%(2) |
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Remarketing Fee to Remarketing
Agents:
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0.35% |
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Joint Bookrunners:
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Citigroup Global Markets Inc. and Morgan |
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Stanley & Co. Incorporated |
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Lead Manager:
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Barclays Capital Inc. |
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Senior Co-Managers:
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ANZ Securities, Inc., BNP Paribas
Securities Corp., Calyon Securities
(USA) Inc., Daiwa Securities America
Inc., HSBC Securities (USA) Inc.,
Greenwich Capital Markets, Inc., ING
Financial Markets LLC, Raymond James &
Associates, Inc. and Standard Chartered
Bank(3) |
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Junior Co-Managers:
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Blaylock Robert Van, LLC, Cabrera
Capital Markets, LLC, Guzman & Company,
Samuel A. Ramirez & Company, Inc. and
The Williams Capital Group, L.P. |
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(1) |
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This Final Term Sheet also relates to the remarketing of Senior
Debt Securities, Series B, due 2014, none of which were sold (as referenced in
the preliminary prospectus supplement filed with the SEC on February 11,
2009). |
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(2) |
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Plus accrued interest from and including February 15, 2009, but
excluding the date of settlement, which is expected to be February 17, 2009. |
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(3) |
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Standard Chartered Bank is not a U.S. registered broker-dealer
and, therefore, does not intend to effect any sales of the Debentures due 2019
in the United States. |
All terms used and not otherwise defined in this term sheet have the respective meanings assigned
to such terms in the preliminary prospectus supplement.
The Issuer has filed a registration statement, including a prospectus, and preliminary prospectus
supplement, with the SEC for the remarketing to which this communication relates. Before you
invest, you should read the prospectus in that registration statement, the preliminary prospectus
supplement and other documents the Issuer has filed with the SEC for more complete information
about the Issuer and this remarketing. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, the Issuer, any Remarketing Agent participating in
the offering will arrange to send you the prospectus if you request it by calling Citigroup Global
Markets Inc. at (877) 858-5407, by calling or e-mailing Morgan Stanley & Co. Incorporated at (866)
718-1649 or prospectus@morganstanley.com or by calling Barclays Capital Inc. at (888) 227-2275,
ext. 2663.
Any disclaimer or other notice that may appear below is not applicable to this communication and
should be disregarded. Such disclaimer or notice was automatically generated as a result of this
communication being sent by Bloomberg or another email system.