MetLife, Inc. is offering 60,000,000 shares of its 6.50% Non-Cumulative Preferred Stock, Series B, $25 liquidation preference per share (the “series B preferred shares”).
Holders of series B preferred shares will be entitled to receive dividend payments only when, as and if declared by MetLife, Inc.’s board of directors or a duly authorized committee of the board. Any such dividends will be payable from the date of original issue on a non-cumulative basis, quarterly in arrears on the 15th day of March, June, September and December of each year (each, a “dividend payment date”), commencing on September 15, 2005, at an annual rate of 6.50%.
Dividends on the series B preferred shares are not cumulative. Accordingly, in the event dividends are not declared on the series B preferred shares for payment on any dividend payment date, then those dividends will cease to accrue and be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends accrued for that dividend period, whether or not dividends on the series B preferred shares are declared for any future dividend period.
The Certificate of Designations for the series B preferred shares prohibits the declaration of dividends on the series B preferred shares if we fail to meet specified capital adequacy, net income and shareholders’ equity levels. In addition, under Federal Reserve Board policy, MetLife, Inc. may not be able to pay dividends if it does not earn sufficient operating income. See “Description of the Series B Preferred Shares — Dividend Payment Restrictions.”
So long as any series B preferred shares remain outstanding, no dividend shall be paid or declared on MetLife, Inc.’s common stock or any of its other securities ranking junior to the series B preferred shares (other than a dividend payable solely in common stock or in such other junior securities), unless the full dividends for the latest completed dividend period on all outstanding series B preferred shares and any parity stock have been declared and paid or provided for.
The series B preferred shares are not redeemable prior to September 15, 2010. On and after that date, the series B preferred shares will be redeemable at MetLife, Inc.’s option, subject to the Federal Reserve Board’s prior approval, in whole or in part, at a redemption price of $25 per series B preferred share, plus declared and unpaid dividends.