
[Federal Register Volume 75, Number 4 (Thursday, January 7, 2010)]
[Notices]
[Pages 1007-1009]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: X10-350107]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. IC-29101; 812-13549]


MetLife, Inc. and MetLife Capital Trust V; Notice of Application

December 30, 2009.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (the ``Act'') for an exemption from all provisions 
of the Act.

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Summary of Application:  MetLife Capital Trust V (the ``Trust'') and 
MetLife, Inc. (``MetLife'') request an order that would permit the 
Trust to sell debt securities or non-voting preferred stock and use the 
proceeds to finance the business operations of its parent company or a 
controlled company of the parent company.

Filing Dates:  The application was filed on July 21, 2008, and amended 
on January 16, 2009, August 13, 2009, November 16, 2009 and November 
27, 2009.

Hearing or Notification of Hearing:  An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing by writing to the Commission's 
Secretary and serving applicant with a copy of the request, personally 
or by mail. Hearing requests should be received by the Commission by 
5:30 p.m. on January 25, 2010, and should be accompanied by proof of 
service on applicant, in the form of an affidavit, or for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, the reason for the request, and the issues 
contested. Persons who wish to be notified of a hearing may request 
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549-1090. Applicants, 200 Park Avenue, 
New York, NY 10166-0188.

FOR FURTHER INFORMATION CONTACT: Laura L. Solomon, Senior Counsel, at 
(202) 551-6915, or Julia Kim Gilmer, Branch Chief, at (202) 551-6871 
(Division of Investment Management, Office of Investment Company 
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained via the 
Commission's Web site by searching for the file number, or an applicant 
using the Company name box, at http://www.sec.gov/search/search.htm or 
by calling (202) 551-8090.

Applicants' Representations

    1. The Trust is a statutory trust formed under Delaware law and 
pursuant to a Declaration of Trust that MetLife signed as sponsor. As 
sponsor, MetLife is currently the sole beneficial owner of the 
Trust.\1\ MetLife, a Delaware corporation, is an insurance holding 
company that, through its subsidiaries and affiliates, offers life 
insurance, annuities, automobile and homeowners insurance, retail 
banking and other financial services to individuals, as well as group 
insurance and retirement and savings products and services to 
corporations and other institutions.\2\
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    \1\ If the Trust issues common securities, MetLife or a 
Controlled Company (defined below) will own all of the common 
securities issued by the Trust. MetLife, as sponsor, will at all 
times control the Trust in all material respects, including having 
the sole right to select, remove or replace the Trust 
administrators. A Controlled Company may be a wholly-owned or 
majority-owned subsidiary of MetLife through which MetLife conducts 
its insurance, banking and broker-dealer business, or an entity that 
is or would be, after giving effect to the requested order, 
``controlled by'' MetLife within the meaning of paragraph (b)(3) of 
rule 3a-5 under the Act.
    \2\ Applicants request that the order also apply to any existing 
or future company controlled by MetLife that is an insurance company 
or a bank (as defined in section 2(a) of the Act) or a holding 
company primarily engaged in the business of an insurance company or 
a bank, that relies on section 3(c)(3) and/or section 3(c)(6) of the 
Act, and that, except for its reliance on section 3(c)(3) and/or 
section 3(c)(6), acts as a ``parent company'' within the meaning of 
rule 3a-5 under the Act (such companies, together with MetLife, 
``Parent Companies'' and each, individually, a ``Parent Company'') 
and to certain finance subsidiaries wholly owned by a Parent Company 
or a controlled company of such Parent Company (``Controlled Company 
of the Parent Company'') that currently exist or that may be 
established or acquired in the future (such finance subsidiaries, 
together with the Trust, ``MetLife Finance Subsidiaries''). The 
Trust is the only MetLife Finance Subsidiary that presently intends 
to rely on the requested order. Any MetLife entity that relies on 
the requested order in the future will comply with the terms and 
conditions of the application.
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    2. The Trust was formed for the purpose of funding the operations 
of MetLife or its Controlled Companies through the issuance of debt 
securities or non-voting preferred stock (the ``Finance Subsidiary 
Securities''). The Trust has not yet begun operations.
    3. MetLife currently contemplates that a MetLife Finance Subsidiary 
will offer Finance Subsidiary Securities in private placement 
transactions in reliance on an exemption from the registration 
requirements of the Securities Act of 1933, as amended (the 
``Securities Act''), or through public offerings that are registered 
under the Securities Act.

[[Page 1008]]

Applicants propose to use the proceeds from any such offerings to 
finance the business operations of the MetLife Finance Subsidiary's 
Parent Company or a Controlled Company of the Parent Company.
    4. A Parent Company will unconditionally guarantee in conformity 
with rule 3a-5, any debt securities constituting Finance Subsidiary 
Securities as to payment of principal, interest and premium, if any, 
and any non-voting preferred securities constituting Finance Subsidiary 
Securities as to the payment of dividends, liquidation preference and 
sinking fund payments, if any. The guarantee will provide that, in the 
event of a default by the MetLife Finance Subsidiary in payment of any 
such amount, the holders of Finance Subsidiary Securities may institute 
legal proceedings directly against the Parent Company that guaranteed 
the Finance Subsidiary Securities to enforce the guarantee without 
first proceeding against the MetLife Finance Subsidiary.
    5. Any Finance Subsidiary Securities that are convertible or 
exchangeable will be convertible or exchangeable only for securities 
issued by the Parent Company that guaranteed the Finance Subsidiary 
Securities or for other securities issued by the MetLife Finance 
Subsidiary that meet the applicable requirements of rule 3a-5(a)(1) 
through (a)(3) of the Act. Each MetLife Finance Subsidiary, through 
loans or an investment, will transfer at least 85% of the proceeds from 
the sale of the Finance Subsidiary Securities to its Parent Company or 
a Controlled Company of the Parent Company as soon as practicable, but 
in no event later than six months after receipt of such proceeds.

Applicant's Legal Analysis

    1. Applicants request an order under section 6(c) of the Act for an 
exemption from all provisions of the Act. Rule 3a-5 under the Act 
provides an exemption from the definition of investment company for 
certain companies organized primarily to finance the business 
operations of their parent companies or companies controlled by their 
parent companies.
    2. Rule 3a-5(b)(2)(i) in relevant part defines a ``parent company'' 
to be any corporation, partnership, or joint venture that is not 
considered an investment company under section 3(a) of the Act or that 
is excepted or exempted by order from the definition of investment 
company by section 3(b) of the Act or by the rules or regulations under 
section 3(a) of the Act. Applicants state that while MetLife is not an 
investment company within the definition of section 3(a) of the Act, 
MetLife may in the future, choose to rely on section 3(c)(6) of the Act 
for an exclusion from the definition of an investment company. To the 
extent MetLife or another Parent Company derives its non-investment 
company status from section 3(c)(6) of the Act, MetLife would not 
qualify as an eligible parent company under rule 3a-5(b)(2)(i). 
Accordingly, applicants request exemptive relief to permit MetLife or 
another Parent Company that does not satisfy a portion of the 
definition of a ``parent company'' in rule 3a-5(b)(2)(i) solely because 
it is an ``insurance company'' or ``bank'' as defined in section 2(a) 
of the Act and is excepted from the definition of an investment company 
under sections 3(c)(3) or 3(c)(6) of the Act or a holding company 
primarily engaged in the business of an insurance company or a bank 
that is excepted from the definition of an investment company under 
section 3(c)(6) of the Act to guarantee Finance Subsidiary Securities 
issued by a MetLife Finance Subsidiary that is wholly-owned by the 
Parent Company or a Controlled Company of the Parent Company.
    3. Rule 3a-5(b)(3)(i) in relevant part defines a ``company 
controlled by the parent company'' to be any corporation, partnership, 
or joint venture that is not considered an investment company under 
section 3(a) of the Act or that is excepted or exempted by order from 
the definition of investment company by section 3(b) of the Act or by 
the rules and regulations under section 3(a) of the Act. MetLife 
requests exemptive relief to permit a Controlled Company of the Parent 
Company that is excepted from the definition of an investment company 
under section 3(c)(2), 3(c)(3), 3(c)(4), 3(c)(5)(A), 3(c)(5)(B) or 
3(c)(6) of the Act to receive funds from a MetLife Finance Subsidiary 
that is wholly owned by its Parent Company or a Controlled Company of 
the Parent Company.
    4. Applicants state that the purpose of each MetLife Financing 
Subsidiary is to provide funds for the operations of its Parent Company 
or Controlled Company of the Parent Company. Applicants state that 
neither any Parent Company nor any Controlled Company of the Parent 
Company presents the potential for investment company activities.
    5. Applicants seek exemptive relief that would include Parent 
Companies that have not been named as applicants to the application. 
Without the requested relief, a newly acquired MetLife insurance 
company or bank subsidiary that may seek (or such existing subsidiary 
that may determine in the future) to act as a ``parent company'' within 
the meaning of rule 3a-5 would have to submit another application 
seeking essentially the same relief as sought here. Such an application 
would not raise any significant issue that applicants have not already 
analyzed in the application.
    6. Section 6(c) of the Act, in pertinent part, provides that the 
Commission, by order upon application, may conditionally or 
unconditionally exempt any person, security or transaction, or any 
class or classes of persons, securities or transactions, from any 
provision or provisions of the Act to the extent that such exemption is 
necessary or appropriate in the public interest and consistent with the 
protection of investors and the purposes fairly intended by the policy 
and provisions of the Act. Applicants submit that the exemptive request 
meets the standards set forth in section 6(c) of the Act.

Applicants' Conditions

    Applicants agree that any order granting the requested relief will 
be subject to the following conditions:
    Applicants will comply with all of the provisions of rule 3a-5 
under the Act, except that:

    (1) A Parent Company may not meet the portion of the definition 
of a ``parent company'' in rule 3a-5(b)(2)(i) solely because it is 
excluded from the definition of an investment company under sections 
3(c)(3) or 3(c)(6) of the Act; and
    (2) a Controlled Company of the Parent Company may not meet the 
portion of the definition of a ``company controlled by the parent 
company'' in rule 3a-5(b)(3)(i) solely because it is excluded from 
the definition of an investment company under sections 3(c)(2), 
3(c)(3), 3(c)(4), 3(c)(5)(A), 3(c)(5)(B) or 3(c)(6) of the Act;
provided that:
    (a) any Controlled Company of the Parent Company excluded from 
the definition of investment company under section 3(c)(5) of the 
Act will fall within section 3(c)(5)(A) or section 3(c)(5)(B) solely 
by reason of its holdings of accounts receivable of either its own 
customers or the customers of another Controlled Company of the 
Parent Company, or by reason of loans made to its customers or the 
customers of another Controlled Company of the Parent Company; and
    (b) any Parent Company or Controlled Company of a Parent Company 
excluded from the definition of investment company under section 
3(c)(6) of the Act will not engage primarily, directly, or through 
majority-owned subsidiaries in one or more of the businesses 
described in section 3(c)(5) of the Act (except as permitted by (a) 
above).


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    For the Commission, by the Division of Investment Management, 
under delegated authority.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010-1 Filed 1-6-10; 8:45 am]
BILLING CODE 8011-01-P


