Item 8.01 Other Events

On January 15, 2020, MetLife, Inc. closed the public offering of an aggregate of 40,000,000 depositary shares (the "Depositary Shares"), each representing a 1/1,000th interest in a share of the 4.75% Non-Cumulative Preferred Stock, Series F, par value $0.01 per share and liquidation preference of $25,000 per share (the "Preferred Stock") of MetLife, Inc. The offering and sale of the Depositary Shares and Preferred Stock were registered under MetLife, Inc.'s registration statement on Form S-3 (File No. 333-234761), and a prospectus supplement related to the Depositary Shares dated January 7, 2020 (filed with the Securities and Exchange Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933).

The following documents are being filed with this Current Report on Form 8-K and are incorporated herein by reference: (i) the Deposit Agreement, dated January 15, 2020, among MetLife, Inc., Computershare Inc. and Computershare Trust Company, N.A., collectively, as depositary, and the holders from time to time of the depositary receipts described therein, relating to the Depositary Shares, (ii) the Form of Preferred Stock Certificate, (iii) the Form of Depositary Receipt and (iv) the validity opinion and consent of Willkie Farr & Gallagher LLP with respect to the Depositary Shares and the Preferred Stock.

Item 9.01 Financial Statements and Exhibits.




 Exhibit
   No.                                  Description of Exhibit

    4.1            Deposit Agreement, dated January 15, 2020, among MetLife, Inc.,
                 Computershare Inc. and Computershare Trust Company, N.A.,
                 collectively, as depositary, and the holders from time to time of
                 the depositary receipts described therein.

    4.2            Form of Preferred Stock Certificate (included as Exhibit A to
                 Exhibit 3.1 of the MetLife, Inc.'s Form 8-K filed on January 9,
                 2020).

    4.3            Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1
                 above).

    5.1            Opinion of Willkie Farr & Gallagher LLP with respect to the
                 Depositary Shares and the Preferred Stock.

   23.1            Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1
                 above).

   101           Pursuant to Rule 406 of Regulation S-T, the cover page is formatted
                 in Inline XBRL (Inline eXtensible Business Reporting Language).

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document and included in Exhibit 101).

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