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0001193125-17-032180.txt : 20170320 0001193125-17-032180.hdr.sgml : 20170320 20170206214655 ACCESSION NUMBER: 0001193125-17-032180 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170206 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST METLIFE INVESTORS INSURANCE CO CENTRAL INDEX KEY: 0001167609 IRS NUMBER: 133690700 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 285 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 617-578-3514 MAIL ADDRESS: STREET 1: 285 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: FIRST METLIFE INVESTORS INSURANCE CO DATE OF NAME CHANGE: 20020215 CORRESP 1 filename1.htm CORRESP

First MetLife Investors Insurance Company

200 Park Avenue

New York, NY 10166-0188

February 6, 2017

Via EDGAR and E-mail

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington D.C. 20549


Attention:		Sharon M. Blume
		Accounting Branch Chief
		Office of Healthcare and Insurance

Re:		First MetLife Investors Insurance Company
		Amendment No. 2 to Registration Statement on Form 10
		Filed January 20, 2017
		File No. 000-55705

Dear Ms. Blume:

This letter responds to the comment set forth in the letter dated January 27, 2017, from the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) regarding the above-referenced Amendment No. 2 to the Registration Statement on Form 10 filed by First MetLife Investors Insurance Company (the “Company,” “FMLI” or “we”) with the Commission on January 20, 2017 (the “Second Amendment”).

Concurrently with this letter, the Company is electronically transmitting Amendment No. 3 to the Company’s Registration Statement on Form 10 (the “Third Amendment”), for filing under the Securities Exchange Act of 1934, as amended. The Third Amendment includes revisions made in response to the comment of the Staff as well as other changes. We have enclosed for your convenience one copy of the Third Amendment that has been marked to show changes made to the Second Amendment.

The Staff’s comment is set forth in bold, followed by the Company’s response. As a result of the revisions in the Third Amendment, some page references have changed. The page reference in the comment refers to the page number of the Second Amendment and the page references in the response refer to page numbers in the Third Amendment. Capitalized terms used herein but not otherwise defined have the meanings assigned to them in the Third Amendment.

Item 2. Financial Information

Unaudited Pro Forma Condensed Financial Statements, page 64

We note the January 13, 2017 regulatory approval to execute a novation and assignment of a variable annuity reinsurance agreement with MLIC and its exclusion from the pro forma financial statements because the impacts cannot be accurately estimated. Further, we note your current expectation that there will be a material loss at the inception of this transaction. Given your expectation and close proximity to the transaction’s February 1, 2017 expected effective date, we are unclear why you are unable to make an accurate estimate. Please revise to include the impact of this transaction on your pro forma financial statements in your next amendment.

Response: The Company has provided the requested disclosure in the Third Amendment. Please see pages 65-70 in response to the Staff’s comment.

Ms. Sharon Blume

U.S. Securities and Exchange Commission

February 6, 2017

Page 2

Please contact me at (980) 365-7426 with any questions you may have regarding the Third Amendment. Electronic mail transmissions may be sent to me at ldumais@metlife.com and facsimile transmissions may be sent to my attention at (980) 949-3931.

Sincerely,

/s/ Lynn A. Dumais

Lynn A. Dumais

Vice President and

Chief Financial Officer

Copies to:

Bonnie Baynes

Suzanne Hayes

Irene Paik

Jim Rosenberg

Josh Samples

U.S. Securities and Exchange Commission

Stephen Gauster

Bruce Schindler

MetLife

Benjamin Nixon

Willkie Farr & Gallagher LLP