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