SEC Division of Corporation Finance no-action letter: MetLife, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
February 21,2006
Mr. Steven W. Hansen
Bingham McCutchen
150 Federal Street
Boston, MA 02 1 10- 1726
Re: MetLife, Inc. - Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Hansen:
This is in response to your letter dated January 17,2006, written on behalf of MetLife, Inc. (Company), and constituting an application for relief fiom the Company being considered an "ineligible issuer" under Rule 405(l)(vi) of the Securities Act of 1933 (Securities Act). The Company requests relief fiom being considered an "ineligible issuer" under Rule 405(l)(vi), due to the entry on February 21,2006, of a Commission order (Order) pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940 .naming New England Securities Corporation (NES), a subsidiary of the Company, as a respondent. Based on the facts and representations in your letter, and assuming the Company and NES will comply with the Order, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason of the entry of the Order. Specifically, we determined under these facts and representations that the Company has shown that the terms of the Order were agreed to in a settlement prior to December 1,2005. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts fiom those represented or non-compliance with the Order might require us to reach a different conclusion. Sincerely, Mary Kosterlitz Chief, Office of Enforcement Liaison Division of Corporation Finance

BINCHAM McCUTCHEN
Bingham McCutchen LLP
150 Federal Street
Boston, MA
02110-1726
617951 8000
617 951 8736 fax
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Steven W. Hansen
Direct Dial: 6 17-95 1-8538
E-Mail: steven.hansen@bingharn.com
January 17,2006
VIA FEDERAL EXPRESS
Mary J. Kosterlitz, Esq.
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Mail Stop 3628
Washington, D.C. 20549
Re: In the Matter of New England Securities Corporation, B-1960 Dear Ms. Kosterlitz:
We submit this letter on behalf of MetLife, Inc. ("MetLife") in connection with a proposed settlement arising out of the above-entitled investigation by the Securities and Exchange Commission (the "Commission"). The proposed settlement would result in the issuance of an order that is described below (the "Proposed Order") against New England Securities Corporation, a wholly owned subsidiary of MetLife. MetLife hereby requests, pursuant to Rule 405 of the Securities Act of 1933 (the "Securities Act"), 17 C.F.R. fj230.405, that the Commission determine that, for good cause shown., it is not necessary under the circumstances that MetLife be considered an "ineligible issuer" under Rule 405. MetLife requests that this determination be effiective upon the entry of the Proposed Order. It is our understanding that the Division of Enforcement does not object to the Division of Corporation Finance providing the requested determination. BACKGROUND The Commission ancl NES have reached agreement on the terms of the Proposed Order. NES is submitting an offer of settlement in which it neither admits nor denies the findings of the Proposed Order but consents to its entry in agreed form. The Proposed Order will find that NES violated Section 206(2) of the Investment Advisers Act of 1940 ("Advisers Act"), and will direct, among other things, that NES (a) be censured, (b) cease and desist from committing or causing any violations and any future violations of Section 206(2) of the Advisers Act, (c) pay $2,042,865 plus interest of $572,000 to account holders in its

Blnghani McCutchen LLP b~nyhamcorn
Mary J. Kosterlitz, Esq.
U.S. Securities and Exchange Commission
January 17,2006
Investment Manager program during the period 1995 through 2002, and (d) comply with its undertaking .to retain a consultant to review certain operations and procedures. DISCUSSION MetLife understands that entry of the Proposed Order against NES, a MetLife subsidiary, could olperate to make MetLife an "ineligible issuer" under Rule 405 of the Securities Act. That Rule, effective on December 1, 2005, makes available to certain issuers, referred to as "well-known seasoned issuers," among other things, greater flexibility in registering securities through the automatic shelf registration process. MetLife, if it is not an "ineligible issuer," would qualify as a well-known seasoned issuer and would anticipate taking advantage of the securities offering reforms reflected in the Commission's recently-adopted rules modifying the registration, communications and offering processes under the Act. See Release No. 33-8591 (July 19,2005). In relevant part, Rule 405 defines "ineligible issuer," as "an issuer with respect to which any of the following is true as of the relevant dates of determination:" (vi) Within the past three years (but in the case of a decree or order agreed to in a settlement, not before December 1, 2005), the issuer or any entity that at the time was a subsidiary of the issuer was made the subject of any judicial or administrative decree or order arising out of a governmental action that:
(A) Prohibits certain conduct or activities regarding, including future violations, of, the anti-fraud provisions of the federal securities laws; (B) Requires that the person cease and desist from violatin,g the anti-fraud provisions of the federal securities laws; or (C) Determines that the person violated the anti￾fraud provisio.ns of the federal securities laws.

Mary J. Kosterlitz, Esq.
U.S. Securities and Exchange Commission
January 17,2006
Pursuant to section (2) of the definition, the Commission may determine "upon a showing of good cause, that it is not necessary under the circumstances that the issuer be considered an ineligible issuer." Bin,yhilrn McCotchen LLP b~ngharncorn MetLife requests that the Commission make this determination on the following grounds:

1. NES and the :staff had agreed in principle to a settlement and NES
   submitted an executed Offer of Settlement substantially prior to December 1, 2005 (the effective date o-F Rule 405). We understand that the Division of Enforcement concurs.
2. We further u.nderstand that the Commission had reviewed and
   approved the settlement reflected in an Offer of Settlement that NES had submitted prior to December 1, 2005. However, the staff requested non￾substantive changes in the Offer of Settlement and NES agreed to submit a revised Offer of Settlement. As a result, the Proposed Order will be entered by the Secretary after December 1, 2005.
3. Under such circumstances, NES should be treated as if it were the
   subject of an order agreecl to in a settlement prior to December 1, 2005. Accordingly, MetLife should1 be determined not to be an "ineligible issuer" within the meaning of Rule 405. In light of these considerations, there is good cause to determine that MetLife should not be con:sidered an "ineligible issuer" under Rule 405. We respectfully request the Commission to make that determination.

Mary J. Kosterlitz, Esq.
U.S. Securities and Exchange Commission
January 17,2006
Please contact me at 61 7-95 1-8538 with any questions about this request. Very truly yours, fl

B~ngtiornMcCutchen LLP bingharn corn
Steven W. Hansen cc: Gregory S. Gilman, Ekq.

Steven P. Seltzer, Esq.