NEW YORK, May 29, 2018 /PRNewswire/ — Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (collectively, the “Purchasers“) today announced the early tender results and pricing of their previously announced offers (each offer an “Offer” and collectively, the “Offers“) to purchase for cash certain outstanding debt securities of MetLife, Inc. (“MetLife“), as set forth in the table below (collectively, the “Notes” and each, a “series” of Notes). The Purchasers also announced an increase in the aggregate purchase price (excluding accrued and unpaid interest) from $900,000,000 to $1,150,000,000 (the “Maximum Tender Consideration“), subject to the acceptance priority levels (the “Acceptance Priority Levels“) set forth in the table below, and their election to have an early settlement. The complete terms and conditions of the Offers are set forth in the Offer to Purchase dated May 15, 2018 and the related Letter of Transmittal (together, the “Offer Materials“). The total price to be paid by the Purchasers will be delivered on Wednesday, May 30, 2018 (the “Early Settlement Date“).
As of 5:00 p.m., New York City time, on May 29, 2018 (the “Early Tender Date“), the principal amount of each series of Notes listed in the table below, representing $1,735,374,000 aggregate principal amount of Notes, had been validly tendered and not withdrawn. Holders who validly tendered and did not validly withdraw their Notes by the Early Tender Date and whose Notes are accepted for purchase will receive the Total Consideration (as defined in the Offer Materials) for Notes of the applicable series as set forth in the table below, plus accrued and unpaid interest up to, but not including, the Early Settlement Date.
|
Title of |
CUSIP |
Reference |
Principal |
Principal |
Percentage of |
Acceptance |
Reference |
Fixed |
Total |
|||||||||
|
7.717% Senior |
59156RAT5 |
0.75% due |
$1,035,000,000 |
$468,963,000 |
100% |
1 |
2.171% |
0 bps |
$1,038.72 |
|||||||||
|
6.817% Senior |
59156RAR9 |
1.00% due |
$1,035,000,000 |
$518,582,000 |
100% |
2 |
1.916% |
0 bps |
$1,010.09 |
|||||||||
|
4.750% Senior |
59156RAX6 |
1.375% due |
$1,000,000,000 |
$548,050,000 |
23%(2) |
3 |
2.475% |
25 bps |
$1,052.12 |
|||||||||
|
3.048% Series |
59156RBF4 |
2.00% due |
$500,000,000 |
$199,779,000 |
0% |
4 |
2.611% |
50 bps |
$997.34 |
|||||||||
|
(1) |
Per $1,000 principal amount of Notes. Includes an Early Tender Premium of $50 per $1,000 principal amount of Notes. In addition, |
|
(2) |
Subject to an approximate proration factor. |
The amount of each series of Notes to be purchased on the Early Settlement Date was determined in accordance with the Acceptance Priority Levels and the proration procedures described in the Offer Materials, subject to the Maximum Tender Consideration. Accordingly, all tendered Notes with Acceptance Priority Level 1 and Acceptance Priority Level 2 will be accepted for purchase, $548,050,000 principal amount of tendered Notes with Acceptance Priority Level 3 will be subject to a proration factor of approximately 23% and no Notes with Acceptance Priority Level 4 will be accepted or purchased pursuant to the Offers.
The applicable Tender Offer Consideration for each series was determined as described in the Offer Materials based on the present value of all remaining payments of principal and interest to be made on the applicable Notes to (and including) the applicable maturity date, discounted to the Early Settlement Date at a rate equal to the sum of the applicable fixed spread and the yield based on the bid-side price of the applicable Reference Security (as set forth in the table above) as calculated by the Purchasers at 2:00 p.m., New York City time, today.
The withdrawal rights deadline has passed and has not been extended. Notes tendered pursuant to the Offers may no longer be withdrawn, except as required by law.
The Offers will expire at 11:59 p.m., New York City time, on June 12, 2018, unless extended or earlier terminated (such time and date as it may be extended, the “Expiration Date“). Because the Offers have been oversubscribed as of the Early Tender Date, holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date will not have any such Notes accepted for payment regardless of the Acceptance Priority Level of such Notes.
The Purchasers have approached MetLife to negotiate an agreement whereby the Purchasers would exchange the Notes purchased in the Offers for certain of the shares of common stock of Brighthouse Financial, Inc. held by MetLife. There is no guarantee that such an agreement can be reached or that the exchange will be consummated.
Requests for documents may be directed to D.F. King & Co., Inc. (the “Tender Agent and Information Agent”) at (877) 283-0320 (toll free) or (212) 269-5550 (collect). Questions regarding the terms of the Offers may be directed to Goldman Sachs & Co. LLC at (800) 828-3182 (toll free) or (212) 357-1452 (collect), J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-4666 (collect), Morgan Stanley & Co. LLC at (800) 624-1808 (toll free) or (212) 761-1057 (collect) and Wells Fargo Securities, LLC at (866) 309-6316 (toll free) or (704) 410-4760 (collect). Copies of the Offer Materials may also be obtained at no charge from the Tender Agent and Information Agent.
This press release does not constitute an offer to purchase, a solicitation of an offer to purchase or a solicitation of an offer to sell securities. The Purchasers are making the Offers only by, and pursuant to the terms of, the Offer Materials. The complete terms and conditions of the Offers are set forth in the Offer Materials.
View original content:SOURCE Goldman Sachs & Co. LLC; J.P. Morgan Securities LLC; Morgan Stanley & Co. LLC; Wells Fargo Securities LLC
