| Item 1.01. | Entry into a Material Definitive Agreement. |
On November 22, 2021, Brighthouse Financial, Inc. (“Brighthouse Financial”) entered into the Second Supplemental Indenture, dated as of November 22, 2021 (the “Second Supplemental Indenture” and, together with the Senior Indenture, dated as of May 15, 2020 (the “Senior Indenture”), the “Indenture”), between Brighthouse Financial and U.S. Bank National Association, as trustee. Pursuant to the Indenture, Brighthouse Financial issued and sold $400,000,000 aggregate principal amount of 3.850% Senior Notes due 2051 (the “Notes”). The Notes bear interest at a rate of 3.850% per year and will mature on December 22, 2051. Brighthouse Financial intends to use the net proceeds from this offering and the Depositary Shares Offering (as defined in Item 3.03 below), together with available cash, as necessary, to purchase up to $750 million aggregate purchase price of its outstanding 3.700% Senior Notes due 2027 (the “3.700% Notes”) and its outstanding 4.700% Senior Notes due 2047 (the “4.700% Notes” and, together with the 3.700% Notes, the “Tender Notes”) validly tendered and accepted for purchase in connection with Brighthouse Financial’s cash offer to purchase up to $750 million aggregate purchase price of Tender Notes (the “Tender Offer”), and to pay related accrued and unpaid interest, fees and expenses in connection with the Tender Offer.
The Notes were offered and sold pursuant to an effective shelf registration statement on Form S-3, File No. 333-259372 (the “Registration Statement”). The closing of the sale of the Notes occurred on November 22, 2021. The Senior Indenture and Second Supplemental Indenture (which includes a form of Note) are filed as Exhibits 4.1 and 4.2, respectively, hereto and are incorporated by reference herein. The foregoing descriptions of the Indenture do not purport to be complete and are qualified in their entirety by reference to the full text of the Indenture.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 3.03. | Material Modification to Rights of Security Holders. |
On November 22, 2021, Brighthouse Financial closed the public offering of 14,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of its 4.625% Non-Cumulative Preferred Stock, Series D (the “Series D Preferred Stock”), and in the aggregate representing 14,000 shares (the “Preferred Shares”) of Series D Preferred Stock. The Depositary Shares were offered and sold pursuant to the Registration Statement. Under the terms of the Series D Preferred Stock, the ability of Brighthouse Financial to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of any other class or series of capital stock of Brighthouse Financial that ranks junior to the Series D Preferred Stock will be subject to certain restrictions in the event that Brighthouse Financial does not declare and pay (or set aside) dividends on the Series D Preferred Stock for the latest completed dividend period, and the ability of Brighthouse Financial to declare full dividends on any preferred stock that ranks equally with the Series D Preferred Stock will be subject to certain limitations in the event Brighthouse Financial declares partial dividends on the Series D Preferred Stock. The terms of the Series D Preferred Stock, including such restrictions, are more fully described in, and this description is qualified in its entirety by reference to, the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 18, 2021, Brighthouse Financial filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series D Preferred Stock. The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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