UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 24, 2007
METLIFE, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-15787 13-4075851
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Park Avenue, New York, New York 10166-0188
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(Address of Principal Executive Offices) (Zip Code)
212-578-2211
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
On May 24, 2007, MetLife Reinsurance Company of South Carolina
(formerly, The Travelers Life and Annuity Reinsurance Company (the "Account
Party")), a wholly-owned subsidiary of MetLife, Inc. (the "Company"),
terminated the $2,000,000,000 Amended and Restated Five-Year Letter of Credit
and Reimbursement Agreement (the "L/C Agreement") dated as of April 25, 2005
among the Account Party, the Company, as guarantor, a group of banks, financial
institutions and other institutional lenders, as lenders, Citibank, N.A. and
Wachovia Bank, National Association ("Wachovia"), as co-administrative agents,
BNP Paribas and Lloyds TSB Bank plc, as co-syndication agents, Danske Bank A/G,
as documentation agent, Wachovia, as coordination and paying agent, and
Citigroup Global Markets Inc. and Wachovia Capital Markets, LLC, as joint lead
arrangers and joint bookrunners. The L/C Agreement was replaced with the
Facility (as defined in Item 8.01 below).
The lenders and the agents (and their respective subsidiaries or
affiliates) under the L/C Agreement have in the past provided, and may in the
future provide, investment banking, underwriting, lending, commercial banking,
trust and other advisory services to the Company, its subsidiaries or
affiliates. These parties have received, and may in the future receive,
customary compensation from the Company, its subsidiaries or affiliates, for
such services.
The terms and conditions of the L/C Agreement which were material to the
Company are set forth in the Company's Form 8-K filed with the U.S. Securities
and Exchange Commission on April 28, 2005 and incorporated herein by reference.
ITEM 8.01 OTHER EVENTS.
On May 24, 2007, the Account Party, the Company and certain other
insurance subsidiaries of the Company (the "Cedents") entered into a financing
transaction (the "Facility") with an unaffiliated financial institution. The
Facility replaces the L/C Agreement, which was terminated on May 24, 2007.
The Facility has an initial term of 30 years, which may be extended by
agreement of the Company and the financial institution on each anniversary of
the closing of the Facility for an additional one-year period. Pursuant to the
Facility, such financial institution has committed to provide up to $2.5
billion (which, subject to obtaining certain approvals, may be increased to
$3.5 billion) to fund reinsurance trusts established to secure the obligations
of the Account Party under reinsurance agreements entered into between the
Account Party and the Cedents.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
METLIFE, INC.
By: /s/ Gwenn L. Carr
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Name: Gwenn L. Carr
Title: Senior Vice-President and Secretary
Date: May 25, 2007