MetLife in $2.1 Billion Equity Units Offering; Part of $6.9 Billion Travelers Acquisition Financing; Represents Largest Offering of Mandatorily Convertible Securities

June 24, 2005

Cleary Gottlieb represented the underwriters, led by Banc of America Securities LLC and Goldman, Sachs & Co., in a $2.07 billion offering by MetLife, Inc. of 82.8 million common equity units (including full exercise of the overallotment option). The transaction represents the largest-ever offering of mandatorily convertible securities.

Each of the common equity units consists of (i) a stock purchase contract issued by MetLife and (ii) fractional interests in trust preferred securities issued by two subsidiary trusts of MetLife. The stock purchase contract requires the holder to purchase, and MetLife to sell, a number of shares of MetLife common stock to be determined upon settlement of the contract, based on the then-prevailing market price of MetLife common stock. While the interests in the trust preferred securities are initially held as components of the common equity units and pledged to secure the holder’s obligations under the related stock purchase contracts, they may be separated from the units in the future at the holder’s option in some circumstances.

MetLife used the offering proceeds to fund a part of the purchase price for its acquisition of Citigroup’s Travelers Life & Annuity unit and substantially all of Citigroup’s international insurance businesses. Cleary also represented the underwriters in other financings tied to the acquisition, raising a total of $6.9 billion.

Founded in 1863, MetLife, through its subsidiaries and affiliates, is a leading provider of insurance and other financial services to individual and institutional customers.