Brighthouse Financial Announces Pricing Terms of Cash Tender Offer for 3.700% and 4.700% Senior Notes

CHARLOTTE, N.C.--(BUSINESS WIRE)--Brighthouse Financial, Inc. (the “Company”) (Nasdaq: BHF) announced today the pricing terms for its previously announced cash tender offer (the “Offer”) for an aggregate purchase price of up to $750 million (the “Tender Cap”) of its 3.700% Senior Notes due 2027 (the “2027 Notes”) and its 4.700% Senior Notes due 2047 (the “2047 Notes” and, together with the 2027 Notes, the “Notes” and each a “series” of Notes) from registered holders of the Notes (individually, a “Holder” or “you,” and collectively, the “Holders”).

The terms and conditions of the Offer are described in the Offer to Purchase, dated November 9, 2021 (the “Offer to Purchase”) and the related Letter of Transmittal, dated November 9, 2021 (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Tender Offer Documents”).

Because the aggregate purchase price of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on November 23, 2021 (the “Early Tender Deadline”) exceeds the Tender Cap, the Company will accept for purchase Notes subject to acceptance priority levels and proration illustrated below and as described in the Offer to Purchase, so as not to exceed the Tender Cap.

The “Total Consideration” per $1,000 principal amount of Notes of each series validly tendered and accepted for purchase pursuant to the Offer was determined by reference to the fixed spread specified for the applicable series of Notes plus the yield based on the bid side price of the applicable U.S. Treasury Security specified in the table below for each series of Notes, as described in the Offer to Purchase, as calculated by BofA Securities, Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC at 10:00 a.m., New York City time, today, November 24, 2021. In addition to the Total Consideration, all Holders of Notes accepted for purchase will also receive accrued and unpaid interest rounded to the nearest cent from the last applicable interest payment date up to, but not including, November 26, 2021 (with respect to each series of Notes, the “Accrued Interest”).

The following table sets forth the pricing terms for the Offer:

Title of Security	CUSIP Number	Acceptance Priority Level	Principal Amount Expected to be Accepted	Reference U.S. Treasury Security	Approximate Proration Factor	Fixed Spread (basis points)	Tender Offer Yield	Total Consideration(1)
3.700% Senior Notes due 2027	10922NAC7/ 10922NAA1/ U6225NAA0	1	$542,842,000	1.125% UST due October 31, 2026	N/A	50	1.857%	$1,093.00
4.700% Senior Notes due 2047	10922NAF0/ 10922NAD5/ U6225NAB8	2	$136,181,000	2.375% UST due May 15, 2051	22.59%	175	3.767%	$1,150.48
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(1) The Total Consideration for each series of Notes is inclusive of the Early Tender Premium but exclusive of Accrued Interest.

The amount of Notes accepted for purchase was determined upon the terms and subject to the conditions of the Offer as described in the Tender Offer Documents.

Payment for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be made on November 26, 2021.

Each Offer will expire at 11:59 p.m., New York City time, on December 8, 2021, or any other date and time to which the Company extends the Offer (such date and time, as the same may be extended, the “Expiration Time”), unless earlier terminated. As a result of reaching each Tender Cap by the Early Tender Deadline, no Notes tendered after the Early Tender Deadline will be accepted for purchase. Tenders of the Notes in the Offer may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

The Company's obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to the Offer, up to the Tender Cap, is subject to the satisfaction or waiver of the conditions set forth in the Offer to Purchase. The Company continues to reserve the absolute right, subject to applicable law, to: (i) waive any and all conditions to the Offer; (ii) extend or terminate the Offer; (iii) further increase, decrease or eliminate the Tender Cap for the Offer without extending the Early Tender Deadline or Withdrawal Deadline; or (iv) otherwise amend the Offer in any respect. The Offer is not conditioned on any minimum amount of Notes being tendered.

BofA Securities, Inc., Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC are acting as dealer managers and Loop Capital Markets LLC is acting as a co-dealer manager for the Offer. Questions regarding terms and conditions of the Offer should be directed to BofA Securities, Inc. by calling toll free at [phone] or collect at [phone], Goldman Sachs & Co. LLC by calling toll free at [phone] or collect at [phone], Wells Fargo Securities, LLC by calling toll free at [phone] or collect at [phone], or Loop Capital Markets LLC by calling toll free at [phone].

D.F. King & Co., Inc. has been appointed as information agent (the “Information Agent”) and tender agent (the “Tender Agent”) in connection with the Offer. Questions or requests for assistance in connection with the Offer or the delivery of tender instructions, or for additional copies of the Tender Offer Documents, may be directed to D.F. King & Co., Inc. by calling collect at [phone] (for banks and brokers) or toll free at [phone] (for all others) or by email at [e-mail]. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

None of the Company, the Company's Board of Directors, the Dealer Managers, the Tender Agent, the Information Agent, the trustee under the indenture governing the Notes or any of their respective affiliates is making any recommendation as to whether Holders should tender any Notes in response to the Offer. Holders must make their own decision as to whether to tender any of their Notes and, if so, the principal amounts of Notes to tender.

This press release shall not constitute an offer to sell, a solicitation of an offer to buy, or an offer to purchase any securities. The Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

Forward-Looking Statements

This news release and other oral or written statements that we make from time to time may contain information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve substantial risks and uncertainties. We have tried, wherever possible, to identify such statements using words such as "anticipate," "estimate," "expect," "may," "will," "could," "intend," "believe" and other words and terms of similar meaning.

Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. Many such factors will be important in determining the actual future results of the Company. These statements are based on current expectations and the current economic environment and involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others: differences between actual experience and actuarial assumptions and the effectiveness of our actuarial models; higher risk management costs and exposure to increased market risk due to guarantees within certain of our products; the effectiveness of our variable annuity exposure risk management strategy and the impact of such strategy on volatility in our profitability measures and negative effects on our statutory capital; material differences from actual outcomes compared to the sensitivities calculated under certain scenarios and sensitivities that we may utilize in connection with our variable annuity risk management strategies; the impact of interest rates on our future ULSG policyholder obligations and net income volatility; the impact of the COVID-19 pandemic; the potential material adverse effect of changes in accounting standards, practices or policies applicable to us, including changes in the accounting for long-duration contracts; loss of business and other negative impacts resulting from a downgrade or a potential downgrade in our financial strength or credit ratings; the availability of reinsurance and the ability of the counterparties to our reinsurance or indemnification arrangements to perform their obligations thereunder; heightened competition, including with respect to service, product features, scale, price, actual or perceived financial strength, claims-paying ratings, credit ratings, e-business capabilities and name recognition; our ability to market and distribute our products through distribution channels; any failure of third parties to provide services we need, any failure of the practices and procedures of such third parties and any inability to obtain information or assistance we need from third parties; the ability of our subsidiaries to pay dividends to us, and our ability to pay dividends to our shareholders and repurchase our common stock; the adverse impact on liabilities for policyholder claims as a result of extreme mortality events; the impact of adverse capital and credit market conditions, including with respect to our ability to meet liquidity needs and access capital; the impact of economic conditions in the capital markets and the U.S. and global economy, as well as geo-political or catastrophic events, on our investment portfolio, including on realized and unrealized losses and impairments, net investment spread and net investment income; the impact of events that adversely affect issuers, guarantors or collateral relating to our investments or our derivatives counterparties, on impairments, valuation allowances, reserves, net investment income and changes in unrealized gain or loss positions; the impact of changes in regulation and in supervisory and enforcement policies on our insurance business or other operations; the potential material negative tax impact of potential future tax legislation that could make some of our products less attractive to consumers; the effectiveness of our policies and procedures in managing risk; the loss or disclosure of confidential information, damage to our reputation and impairment of our ability to conduct business effectively as a result of any failure in cyber- or other information security systems; whether all or any portion of the tax consequences of our separation from MetLife, Inc. (“MetLife”) are not as expected, leading to material additional taxes or material adverse consequences to tax attributes that impact us; the uncertainty of the outcome of any disputes with MetLife or its subsidiaries over tax-related or other matters and agreements or disagreements regarding MetLife’s or our obligations under our other agreements; and other factors described in the Offer to Purchase and the documents incorporated by reference herein.

Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.

About Brighthouse Financial, Inc.

Brighthouse Financial, Inc. (Brighthouse Financial) (Nasdaq: BHF) is on a mission to help people achieve financial security. As one of the largest providers of annuities and life insurance in the U.S.,¹ we specialize in products designed to help people protect what they’ve earned and ensure it lasts. Learn more at brighthousefinancial.com.

¹ Ranked by 2020 admitted assets. Best's Review^®: Top 200 U.S. Life/Health Insurers. A.M. Best, 2021.