Filed pursuant to Rule 433

May 16, 2019

Relating to

Preliminary Prospectus Supplement dated May 13, 2019 to

Prospectus dated November 18, 2016

Registration Statement No. 333-214708

 

MetLife, Inc.

¥25,200,000,000 0.495% Senior Notes due 2026

¥64,900,000,000 0.769% Senior Notes due 2029

¥10,700,000,000 0.898% Senior Notes due 2031

¥26,500,000,000 1.189% Senior Notes due 2034

¥24,400,000,000 1.385% Senior Notes due 2039

Final Term Sheet

May 16, 2019

 

Issuer:		MetLife, Inc. (the “Issuer”)
Securities:		0.495% Senior Notes due 2026 (the “2026 Notes”)   0.769% Senior Notes due 2029 (the “2029 Notes”)   0.898% Senior Notes due 2031 (the “2031 Notes”)   1.189% Senior Notes due 2034 (the “2034 Notes”)   1.385% Senior Notes due 2039 (the “2039 Notes” and, together with the 2026 Notes, the 2029 Notes, the 2031 Notes and the 2034 Notes, the “Notes”)
Expected Ratings (Moody’s/S&P/Fitch)*:		A3/A-/A-
Principal Amount:		¥25,200,000,000 (2026 Notes)   ¥64,900,000,000 (2029 Notes)   ¥10,700,000,000 (2031 Notes)   ¥26,500,000,000 (2034 Notes)   ¥24,400,000,000 (2039 Notes)
Price to the Public:		100.00% of principal amount

Gross Underwriting Discount:		0.400% (2026 Notes)   0.450% (2029 Notes)   0.500% (2031 Notes)   0.600% (2034 Notes)   0.700% (2039 Notes)
Proceeds to Issuer Before Expenses:		¥150,923,850,000
Maturity Date:		May 22, 2026 (2026 Notes) (short last coupon)   May 23, 2029 (2029 Notes)   May 23, 2031 (2031 Notes)   May 23, 2034 (2034 Notes)   May 23, 2039 (2039 Notes)
Trade Date:		May 16, 2019
Settlement Date**:		May 23, 2019 (T+5)
Interest Payment Dates:		Semi-annually in arrears on May 23 and November 23 of each year
First Interest Payment Date:		November 23, 2019
Coupon:		0.495% (2026 Notes)   0.769% (2029 Notes)   0.898% (2031 Notes)   1.189% (2034 Notes)   1.385% (2039 Notes)
Reference Rate:		0.075% (equivalent to 7-year Swap Offer Rate on Bloomberg “GDCO 157 <GO>,” rounded up to three decimal places) (2026 Notes)   0.169% (equivalent to 10-year Swap Offer Rate on Bloomberg “GDCO 157 <GO>,” rounded up to three decimal places) (2029 Notes)   0.248% (equivalent to 12-year Swap Offer Rate on Bloomberg “GDCO 157 <GO>,” rounded up to three decimal places) (2031 Notes)   0.349% (equivalent to 15-year Swap Offer Rate on Bloomberg “GDCO 157 <GO>,” rounded up to three decimal places) (2034 Notes)   0.485% (equivalent to 20-year Swap Offer Rate on Bloomberg “GDCO 157 <GO>,” rounded up to three decimal places) (2039 Notes)

 

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Spread to Reference Rate:		+ 42 bps (2026 Notes)   + 60 bps (2029 Notes)   + 65 bps (2031 Notes)   + 84 bps (2034 Notes)   + 90 bps (2039 Notes)
Yield to Maturity:		0.495% (2026 Notes)   0.769% (2029 Notes)   0.898% (2031 Notes)   1.189% (2034 Notes)   1.385% (2039 Notes)
Denominations:		¥100,000,000 and integral multiples of ¥10,000,000 in excess thereof
Ranking:		Senior Unsecured
Redemption:		The Notes will not be redeemable prior to maturity unless certain events occur involving United States taxation as described in the Preliminary Prospectus Supplement, dated May 13, 2019.
Day Count:		30/360
Business Day Convention:		Following, Unadjusted
Business Day Centers:		New York, London, Tokyo
Governing Law:		New York
CUSIP/ISIN/Common Code:		59156R BU1/XS1999734954/199973495 (2026 Notes)   59156R BV9/XS1999735688/199973568 (2029 Notes)   59156R BW7/XS1999735761/199973576 (2031 Notes)   59156R BX5/XS1999735845/199973584 (2034 Notes)   59156R BY3/XS1999737031/199973703 (2039 Notes)

 

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Settlement:		Euroclear; Clearstream, Luxembourg
MiFID II Target Market (MiFID II Product Governance) and PRIIPs:		Manufacturer target market is eligible counterparties and professional clients only (all distribution channels).*** No PRIIPs key information document has been prepared as not available to retail in the European Economic Area.
Joint Book-Running Managers:		SMBC Nikko Securities America, Inc. Mizuho Securities USA LLC Morgan Stanley & Co. International plc
Senior Co-Managers:		Barclays Bank PLC BNP Paribas Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. J.P. Morgan Securities plc Merrill Lynch International Nomura Securities International, Inc. Wells Fargo Securities, LLC
Co-Managers:		Scotia Capital (USA) Inc. Société Générale U.S. Bancorp Investments, Inc.
Junior Co-Managers:		Drexel Hamilton, LLC Samuel A. Ramirez & Company, Inc.

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

**We expect that delivery of the Notes will be made to investors on or about May 23, 2019, which is the fifth Tokyo business day following the date of this term sheet (such settlement being referred to as “T+5”). Under the EU Central Securities Depositories Regulation, trades in the secondary market are required to settle in two London business days, unless the parties to any such trade expressly agree otherwise. Also, under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two New York business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes earlier than the second London business day, or the second New York business day, before May 23, 2019 will be required, by virtue of the fact that the Notes initially will settle T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement, and so should consult their own advisors.

 

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***Solely for the purposes of each manufacturer’s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU, as amended ( “MiFID II”); and (ii) all channels for distribution of these securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending these securities (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

The offering of each series of Notes is not conditioned on the completion of the offering of any other series of Notes. The Issuer may sell 2026 Notes, 2029 Notes, 2031 Notes, 2034 Notes or 2039 Notes, or any combination thereof.

The Issuer has filed a registration statement (including a prospectus and related prospectus supplement) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus and related prospectus supplement in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the Issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and related prospectus supplement upon your request by calling SMBC Nikko Securities America, Inc. toll free at 1-888-868-6856, Mizuho Securities USA LLC toll free at 1-866-271-7403 or Morgan Stanley & Co. International plc toll free at 1-866-718-1649.

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.

 

 

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