MetLife, Inc. and MetLife Capital Trust V; Notice of Application, 1007-1009 [2010-1]
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Federal Register / Vol. 75, No. 4 / Thursday, January 7, 2010 / Notices
WReier-Aviles on DSKGBLS3C1PROD with NOTICES
not derived from quantitative,
comprehensive, or even representative
survey or study of the burdens
associated with our rules and forms.
The Commission staff estimates the
average cost of preserving books and
records required by rule 31a–2, to be
approximately $70,000 annually per
fund. As discussed previously, there are
approximately 4,522 funds currently
operating, for a total cost of preserving
records as required by rule 31a–2 of
$316,540,000 per year.10 Our staff
understands, however, based on
conversations with representatives of
the fund industry, that funds would
already spend approximately half of this
amount ($158,270,000) to preserve these
same books and records, as they are also
necessary to prepare financial
statements, meet various state reporting
requirements, and prepare their annual
federal and state income tax returns.
Therefore, we estimate that the total
annual cost burden for funds as a result
of compliance with rule 31a–2 is
$158,270,000 per year.
These estimates of average costs are
made solely for the purposes of the
Paperwork Reduction Act. The estimate
is not derived from a comprehensive or
even a representative survey or study of
the costs of Commission rules. An
agency may not conduct or sponsor, and
a person is not required to respond to,
a collection of information unless it
displays a currently valid OMB control
number.
Please direct general comments
regarding the above information to the
following persons: (i) Desk Officer for
the Securities and Exchange
Commission, Office of Management and
Budget, Room 10102, New Executive
Office Building, Washington, DC 20503
or send an e-mail to Shagufta Ahmed at
Shagufta_Ahmed@omb.eop.gov; and (ii)
Charles Boucher, Director/CIO,
Securities and Exchange Commission,
C/O Shirley Martinson, 6432 General
Green Way, Alexandria, VA 22312; or
send an e-mail to:
PRA_Mailbox@sec.gov. Comments must
be submitted to OMB within 30 days of
this notice.
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.
Dated: December 30, 2009.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–6 Filed 1–6–10; 8:45 am]
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).
BILLING CODE 8011–01–P
SUPPLEMENTARY INFORMATION:
10 This estimate is based on the following
calculation: 4,522 funds × $70,000 = $316,540,000.
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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
PO 00000
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1007
number, or an applicant using the
Company name box, at https://
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
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.
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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Federal Register / Vol. 75, No. 4 / Thursday, January 7, 2010 / Notices
WReier-Aviles on DSKGBLS3C1PROD with NOTICES
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
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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
PO 00000
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Fmt 4703
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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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Federal Register / Vol. 75, No. 4 / Thursday, January 7, 2010 / Notices
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]
DEPARTMENT OF STATE
[Public Notice 6860]
Culturally Significant Objects Imported
for Exhibition Determinations:
‘‘Habsburg Treasures’’
SECURITIES AND EXCHANGE
COMMISSION
Sunshine Act Meeting Notice
WReier-Aviles on DSKGBLS3C1PROD with NOTICES
Notice is hereby given, pursuant to
the provisions of the Government in the
Sunshine Act, Public Law 94–409, that
the Securities and Exchange
Commission will hold an Open Meeting
on January 11, 2010 at 9:30 a.m., in the
Auditorium, Room L–002, to hear oral
argument in an appeal by Diane M.
Keefe (‘‘Keefe’’), a former employee of
Pax World Management Corp. (‘‘Pax
Management’’), a registered investment
adviser, from the decision of an
administrative law judge. The law judge
found that Keefe, a portfolio manager of
the Pax World High Yield Fund
(‘‘Fund’’), an investment company
registered with the Commission and
advised by Pax Management, willfully
violated Section 34(b) of the Investment
Company Act of 1940. The law judge
suspended Keefe for twelve months
from association with an investment
adviser, broker, or dealer.
Among the issues likely to be argued
are whether Keefe willfully violated
Investment Company Act Section 34(b)
and, if so, whether and to what extent
sanctions should be imposed on her.
Commissioner Paredes, as duty
officer, determined that no earlier notice
thereof was possible.
At times, changes in Commission
priorities require alterations in the
scheduling of meeting items.
For further information and to
ascertain what, if any, matters have been
added, deleted or postponed, please
contact:
The Office of the Secretary at (202)
551–5400.
BILLING CODE 8011–01–P
SUMMARY: Notice is hereby given of the
following determinations: Pursuant to
the authority vested in me by the Act of
October 19, 1965 (79 Stat. 985; 22 U.S.C.
2459), Executive Order 12047 of March
27, 1978, the Foreign Affairs Reform and
Restructuring Act of 1998 (112 Stat.
2681, et seq.; 22 U.S.C. 6501 note, et
seq.), Delegation of Authority No. 234 of
October 1, 1999, Delegation of Authority
No. 236 of October 19, 1999, as
amended, and Delegation of Authority
No. 257 of April 15, 2003 [68 FR 19875],
I hereby determine that the objects to be
included in the exhibition ‘‘Habsburg
Treasures,’’ imported from abroad for
temporary exhibition within the United
States, are of cultural significance. The
objects are imported pursuant to a loan
agreement with the foreign owner or
custodian. I also determine that the
exhibition or display of the exhibit
objects at the Norton Museum of Art,
West Palm Beach, Florida, from on or
about January 16, 2010, until on or
about April 11, 2010; the Columbia
Museum of Art, Columbia, South
Carolina, from on or about May 21,
2010, until on or about September 19,
2010; the John and Mable Ringling
Museum of Art, Sarasota, Florida, from
on or about October 7, 2010, until on or
about December 30, 2010, and at
possible additional exhibitions or
venues yet to be determined, is in the
national interest. I have ordered that
Public Notice of these Determinations
be published in the Federal Register.
FOR FURTHER INFORMATION CONTACT: For
further information, including a list of
the exhibit objects, contact Paul W.
Manning, Attorney-Adviser, Office of
the Legal Adviser, U.S. Department of
State (telephone: 202–632–6469). The
mailing address is U.S. Department of
State, SA–5, L/PD, Fifth Floor (Suite
5H03), Washington, DC 20522–0505.
Dated: January 4, 2010.
Maura M. Pally,
Deputy Assistant Secretary for Professional
and Cultural Exchanges, Bureau of
Educational and Cultural Affairs, Department
of State.
[FR Doc. 2010–113 Filed 1–6–10; 8:45 am]
BILLING CODE 4710–05–P
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DEPARTMENT OF STATE
[Public Notice 6861]
BILLING CODE 8011–01–P
Dated: January 5, 2010.
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–117 Filed 1–5–10; 4:15 pm]
1009
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Termination of Ineligible Status and
Statutory Debarment Pursuant to
Section 38(g)(4) of the Arms Export
Control Act and Section 127.7 of the
International Traffic in Arms
Regulations for Earlene Christenson
(a.k.a. Earlene Larson Christenson;
Earlene Larson)
ACTION:
Notice.
SUMMARY: Notice is hereby given that
the Department of State has terminated
the ineligible status and statutory
debarment of Earlene Christenson (a.k.a.
Earlene Larson Christenson; Earlene
Larson), pursuant to section 38(g)(4) of
the Arms Export Control Act (AECA) (22
U.S.C. 2778(g)(4)) and section 127.7 of
the International Traffic in Arms
Regulations (ITAR).
DATES: Effective Date: January 7, 2010.
FOR FURTHER INFORMATION CONTACT:
Daniel J. Buzby, Acting Director, Office
of Defense Trade Controls Compliance,
Directorate of Defense Trade Controls,
Bureau of Political-Military Affairs,
Department of State (202) 663–2812.
SUPPLEMENTARY INFORMATION: Section
38(g)(4) of the AECA and section 127.7
of the ITAR prohibit the issuance of
export licenses or other approvals to a
person if that person, or any party to the
export, has been convicted of violating
the AECA and certain other U.S.
criminal statutes enumerated at section
38(g)(1) of the AECA and section 120.27
of the ITAR. Such individuals are
considered ineligible in accordance
with section 120.1 of the ITAR. Also, a
person convicted of violating the AECA
is subject to statutory debarment under
section 127.7 of the ITAR.
In September 2003, Earlene
Christenson was statutorily debarred
pursuant to section 127.7 of the ITAR.
Ms. Christenson was thus prohibited
from participating directly or indirectly
in exports of defense articles and
defense services. Notice of debarment
was published in the Federal Register
(68 FR 52436, September 3, 2003).
In accordance with section 38(g)(4) of
the AECA and section 127.7 of the
ITAR, the statutory debarment may be
terminated after consultation with other
appropriate U.S. agencies, after a
thorough review of the circumstances
surrounding the conviction, and a
finding that appropriate steps have been
taken to mitigate any law enforcement
concerns. Ms. Christenson, even after
reinstatement, will not be eligible to
participate directly or indirectly in any
activities regulated under the ITAR
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]]>Agencies
[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: 2010-1]
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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.
-----------------------------------------------------------------------
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 https://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).
[[Page 1009]]
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
