MetLife 2006 Annual Report Download - page 48

On June 29, 2005, the Holding Company issued 400 million pounds sterling ($729.2 million at issuance) aggregate principal amount of
5.25% senior notes due June 29, 2020 at a discount of 4.5 million pounds sterling ($8.1 million at issuance), for aggregate proceeds of
395.5 million pounds sterling ($721.1 million at issuance). The senior notes were initially offered and sold outside the United States in
reliance upon Regulation S under the Securities Act of 1933, as amended.
The following table summarizes the Holding Company’s outstanding senior notes issuances, excluding any premium or discount:
Issue Date Principal Interest Rate Maturity
(In millions)
June 2005. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000 5.00% 2015
June 2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000 5.70% 2035
June 2005(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 783 5.25% 2020
December2004(1) ......................................... $ 686 5.38% 2024
June 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 350 5.50% 2014
June 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 750 6.38% 2034
November 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 500 5.00% 2013
November 2003 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 200 5.88% 2033
December2002........................................... $ 400 5.38% 2012
December2002........................................... $ 600 6.50% 2032
November 2001 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 750 6.13% 2011
(1) This amount represents the translation of pounds sterling into U.S. dollars using the noon buying rate on December 29, 2006 of
$1.9586 as announced by the Federal Reserve Bank of New York.
See also “— Liquidity and Capital Resources — The Holding Company — Liquidity Sources — Common Equity Units” for a description
of $2,134 million of junior subordinated debt securities issued in connection with the issuance of common equity units.
Preferred Stock. On June 13, 2005, the Holding Company issued 24 million shares of Floating Rate Non-Cumulative Preferred Stock,
Series A (the “Series A preferred shares”) with a $0.01 par value per share, and a liquidation preference of $25 per share, for aggregate
proceeds of $600 million.
On June 16, 2005, the Holding Company issued 60 million shares of 6.50% Non-Cumulative Preferred Stock, Series B (the “Series B
preferred shares,” together with the Series A preferred shares, collectively, the “Preferred Shares”) with a $0.01 par value per share, and a
liquidation preference of $25 per share for aggregate proceeds of $1.5 billion.
The Preferred Shares rank senior to the common stock with respect to dividends and liquidation rights. Dividends on the Preferred
Shares are not cumulative. Holders of the Preferred Shares will be entitled to receive dividend payments only when, as and if declared by
the Holding Company’s Board of Directors or a duly authorized committee of the board. If dividends are declared on the Series A preferred
shares, they will be payable quarterly, in arrears, at an annual rate of the greater of: (i) 1.00% above three-month LIBOR on the related
LIBOR determination date; or (ii) 4.00%. Any dividends declared on the Series B preferred shares will be payable quarterly, in arrears, at an
annual fixed rate of 6.50%. Accordingly, in the event that dividends are not declared on the Preferred Shares for payment on any dividend
payment date, then those dividends will cease to accrue and be payable. If a dividend is not declared before the dividend payment date,
the Holding Company has no obligation to pay dividends accrued for that dividend period whether or not dividends are declared and paid in
future periods. No dividends may, however, be paid or declared on the Holding Company’s common stock — or any other securities
ranking junior to the Preferred Shares — unless the full dividends for the latest completed dividend period on all Preferred Shares, and any
parity stock, have been declared and paid or provided for.
The Holding Company is prohibited from declaring dividends on the Preferred Shares if it fails to meet specified capital adequacy, net
income and shareholders’ equity levels. In addition, under Federal Reserve Board policy, the Holding Company may not be able to pay
dividends if it does not earn sufficient operating income.
The Preferred Shares do not have voting rights except in certain circumstances where the dividends have not been paid for an
equivalent of six or more dividend payment periods whether or not those periods are consecutive. Under such circumstances, the holders
of the Preferred Shares have certain voting rights with respect to members of the Board of Directors of the Holding Company.
The Preferred Shares are not subject to any mandatory redemption, sinking fund, retirement fund, purchase fund or similar provisions.
The Preferred Shares are redeemable, but not prior to September 15, 2010. On and after that date, subject to regulatory approval, the
Preferred Shares will be redeemable at the Holding Company’s option in whole or in part, at a redemption price of $25 per Preferred Share,
plus declared and unpaid dividends.
See “— Liquidity and Capital Resources — The Holding Company — Liquidity Uses — Dividends.”
Common Equity Units. In connection with financing the acquisition of Travelers on July 1, 2005, the Holding Company distributed and
sold 82.8 million 6.375% common equity units for $2,070 million in proceeds in a registered public offering on June 21, 2005.
Each common equity unit has an initial stated amount of $25 per unit and consists of:
• a 1/80, or 1.25% ($12.50), undivided beneficial ownership interest in a series A trust preferred security of MetLife Capital Trust II
(“Series A Trust”), with an initial liquidation amount of $1,000.
• a 1/80, or 1.25% ($12.50), undivided beneficial ownership interest in a series B trust preferred security of MetLife Capital Trust III
(“Series B Trust” and, together with the Series A Trust, the “Trusts”), with an initial liquidation amount of $1,000.
• a stock purchase contract under which the holder of the common equity unit will purchase and the Holding Company will sell, on
each of the initial stock purchase date and the subsequent stock purchase date, a variable number of shares of the Holding
Company’s common stock, par value $0.01 per share, for a purchase price of $12.50.
The Holding Company issued $1,067 million 4.82% Series A and $1,067 million 4.91% Series B junior subordinated debt securities due
no later than February 15, 2039 and February 15, 2040, respectively, for a total of $2,134 million, in exchange for $2,070 million in
45MetLife, Inc.