Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC Announce Cash Tender Offers for up to $900,000,000 Aggregate Purchase Price of Certain...

NEW YORK, May 15, 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 that they have commenced four separate cash tender offers (each offer an "Offer" and collectively, the "Offers") to purchase for cash certain outstanding debt securities issued by MetLife, Inc. ("MetLife" ) (collectively, the "Notes" and each a "series" of Notes), up to $900,000,000 aggregate purchase price (the "Maximum Tender Consideration"), subject to the acceptance priority levels set forth in the table below (the "Acceptance Priority Levels"), on the terms and subject to the conditions set forth in the Offer to Purchase dated May 15, 2018 and the related Letter of Transmittal (together, the "Offer Materials").

The Offer for each series will expire at 11:59 p.m., New York City time, on Tuesday, June 12, 2018, unless such offer is extended by the Purchasers (such time and date as it may be extended, the "Expiration Date").

Holders must validly tender and not validly withdraw their Notes by 5:00 p.m., New York City time, on Tuesday, May 29, 2018, unless such time and date are extended by the Purchasers (such time and date as it may be extended, the "Early Tender Date"), to be eligible to receive the Total Consideration (as defined in the Offer Materials) for Notes of the applicable series (which Total Consideration includes the applicable Early Tender Premium as set forth in the table above), plus accrued and unpaid interest up to, but not including, the applicable Settlement Date (as defined below). Subject to the terms and conditions of the Offers, Holders who validly tender Notes of a series after the Early Tender Date but at or prior to the Expiration Date will be eligible to receive the Tender Offer Consideration for Notes of that series (which is equal to the applicable Total Consideration minus the applicable Early Tender Premium), plus accrued and unpaid interest up to, but not including, the applicable Settlement Date.

The Total Consideration for each series will be determined as described in the Offer Materials based on the present value of future payments on the applicable Notes discounted 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 calculated by the Purchasers at 2:00 p.m., New York City time, on the Price Determination Date, which is currently expected to be Tuesday, May 29, 2018.

The Purchasers reserve the right, but are under no obligation, at any date following the Early Tender Date and prior to the Expiration Date (the "Early Settlement Date"), to accept for purchase any Notes validly tendered at or prior to the Early Tender Date. The Early Settlement Date will be determined at the Purchasers' option and is currently expected to occur on Wednesday, May 30, 2018, subject to all conditions to the Offers having been satisfied or waived by the Purchasers. Irrespective of whether the Purchasers choose to exercise their option to have an Early Settlement Date, the Purchasers will, subject to the terms and conditions of the Offers, purchase any remaining Notes (or if the Purchasers have not exercised their option to have an Early Settlement Date, all Notes) that have been validly tendered by the Expiration Date, on a date promptly following the Expiration Date (the "Final Settlement Date" and each of the Early Settlement Date and Final Settlement Date, a "Settlement Date"). The Final Settlement Date will occur promptly following the Expiration Date, subject to all conditions to the Offers having been satisfied or waived by the Purchasers. The expected Final Settlement Date is Thursday, June 14, 2018, unless extended by the Purchasers, assuming all conditions to the Offers have been satisfied or waived by the Purchasers.

The amounts of each series of Notes that are purchased on any Settlement Date will be determined in accordance with the Acceptance Priority Levels as described in the Offer Materials, with 1 being the highest Acceptance Priority Level and 4 being the lowest Acceptance Priority Level.  Subject to the terms and conditions of the Offers, all Notes validly tendered and not validly withdrawn at or before the Early Tender Date having a higher Acceptance Priority Level will be accepted before any Notes validly tendered and not validly withdrawn at or before the Early Tender Date having a lower Acceptance Priority Level are accepted pursuant to the Offers, and all Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date having a higher Acceptance Priority Level will be accepted before any Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date having a lower Acceptance Priority Level are accepted pursuant to the Offers. However, Notes validly tendered and not validly withdrawn at or before the Early Tender Date will be accepted for purchase in priority to other Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date, even if such Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date have a higher Acceptance Priority Level than Notes validly tendered and not validly withdrawn at or before the Early Tender Date.

In addition, the Purchasers will only accept for purchase, based on the Acceptance Priority Levels, Notes up to the Maximum Tender Consideration. If purchasing all of the validly tendered Notes of a series of an applicable Acceptance Priority Level on any Settlement Date would cause the Maximum Tender Consideration to be exceeded, the amount of that series of Notes purchased on that Settlement Date will be prorated based on the aggregate principal amount of that series of Notes validly tendered in respect of that Settlement Date, such that the Maximum Tender Consideration will not be exceeded. Furthermore, if the Offers are fully subscribed 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.

Withdrawal rights for each Offer will expire at 5:00 p.m.New York City time, on Tuesday, May 29, 2018, unless extended or as otherwise required by law.

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 and questions regarding the procedures for tendering of Notes may be directed to D.F. King & Co., Inc. (the Tender Agent and Information Agent) at (800) 591-6313 (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) 834-4811 (collect), Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212)-761-1057 (collect) or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4760 (collect).

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.

Holders of Notes are urged to carefully read the Offer Materials before making any decision with respect to the Offers. None of the Purchasers, the Tender Agent, the Information Agent, MetLife or the trustee with respect to the Notes is making any recommendation as to whether holders should tender any of their Notes in response to the Offers. Holders of Notes must make their own decision as to whether to tender their Notes and, if they decide to do so, the principal amount of their Notes to tender.

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SOURCE MetLife, Inc.