Willkie Advises MetLife on Remarketing of $1 Billion of Debentures

October 22, 2012

Firm advises MetLife, Inc. in connection with the remarketing of $1 billion aggregate principal amount of Debentures, the settlement of the related Stock Purchase Contracts and the issuance and delivery of $1 billion of Common Stock thereunder.

Willkie recently represented MetLife, Inc. in the remarketing of (i) $500 million aggregate principal amount of its 1.756% Series C Senior Component Debentures, Tranche 1 and (ii) $500 million aggregate principal amount of its 3.048% Series C Senior Component Debentures, Tranche 2. The Series C Debentures were originally issued in November 2010 as $1 billion aggregate principal amount of Series C Senior Debentures due 2023, which formed part of MetLife’s 40 million Common Equity Units, with an aggregate stated amount at issuance of $3 billion.

Each original Series C Debenture converted into a unit consisting of two tranches of Series C Debentures, which were then remarketed and sold to new investors. $1 billion of the proceeds from the remarketing was used to pay the Common Equity Unit holders’ obligations under the related stock purchase contracts, under which MetLife delivered approximately 28 million shares of common stock to such holders. The Common Equity Units formed part of the consideration for MetLife’s acquisition of American Life Insurance Company and Delaware American Life Insurance Company from AIG in 2010. AIG subsequently resold the Common Equity Units to investors in a public offering in 2011.

The remarketing agents were led by Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC.

The transaction was led by partners John Schwolsky and Vladimir Nicenko and associate Benjamin Nixon, with diligence assistance from Greg LeSaint. Partner Hillel Jacobson and associate Tyler Ladner provided tax advice.