BRIGHTHOUSE FINANCIAL, INC. [23,155,117] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 12th, 2018 • Brighthouse Financial, Inc. • Life insurance • New York
The stockholders named in Schedule 2 hereto (collectively, the “Selling Stockholders”) of Brighthouse Financial, Inc., a Delaware corporation (the “Company”), propose to sell to Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (collectively, the “Underwriters”), an aggregate of [23,155,117] shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Stock”). On the date hereof and prior to the execution of this Agreement, the Selling Stockholders entered into an exchange agreement (the “Exchange Agreement”) with MetLife, Inc., a Delaware corporation (“MetLife”). Pursuant to the Exchange Agreement, and prior to the execution of this Agreement, MetLife transferred to the Selling Stockholders the Shares in exchange for certain indebtedness of MetLife held by the Selling Stockholders (the “Exchange”).
BRIGHTHOUSE FINANCIAL, INC., as Issuer AND U.S. BANK NATIONAL ASSOCIATION, as Trustee JUNIOR SUBORDINATED INDENTURE DATED AS OF SEPTEMBER 12, 2018 PROVIDING FOR ISSUANCE OF JUNIOR SUBORDINATED DEBT SECURITIES IN SERIESBrighthouse Financial, Inc. • September 12th, 2018 • Life insurance • New York
JUNIOR SUBORDINATED INDENTURE, dated as of September 12, 2018, between Brighthouse Financial, Inc., a Delaware corporation, and U.S. Bank National Association, a national banking association, as Trustee.
DEPOSIT AGREEMENT among BRIGHTHOUSE FINANCIAL, INC., COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Depositary, and The Holders From Time to Time of the Receipts Described Herein Dated as of November 22, 2021Deposit Agreement • November 22nd, 2021 • Brighthouse Financial, Inc. • Life insurance • New York
THIS DEPOSIT AGREEMENT, dated as of November 22, 2021, among Brighthouse Financial, Inc., a Delaware corporation (the “Corporation”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust Company” and together with Computershare, collectively, the “Depositary”), and the Holders from time to time of the Receipts (as defined below).
BRIGHTHOUSE FINANCIAL, INC. Underwriting AgreementUnderwriting Agreement • November 22nd, 2021 • Brighthouse Financial, Inc. • Life insurance • New York
Brighthouse Financial, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed on Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $400,000,000 principal amount of its 3.850% Senior Notes due 2051 (the “Securities”). The Securities will be issued pursuant to a Senior Indenture, dated as of May 15, 2020, as supplemented by the Second Supplemental Indenture, to be dated as of November 22, 2021 (together, the “Indenture”), each between the Company and U.S. Bank National Association, as trustee (the “Trustee”).
REVOLVING CREDIT AGREEMENT dated as of April 15, 2022 Among BRIGHTHOUSE FINANCIAL, INC., as the Company, The BANKS Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent, BOFA SECURITIES, INC., JPMORGAN CHASE BANK, N.A., WELLS FARGO SECURITIES,...Assignment and Assumption • April 19th, 2022 • Brighthouse Financial, Inc. • Life insurance • New York
FIRST AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT BETWEEN BRIGHTHOUSE SERVICES, LLC ANDInvestment Management Agreement • August 6th, 2019 • Brighthouse Financial, Inc. • Life insurance • New York
This First Amended and Restated Investment Management Agreement (the “Agreement”), by and between Brighthouse Services, LLC, an entity organized and existing under the laws of Delaware (“Services”), and METLIFE INVESTMENT MANAGEMENT, LLC (“MIM” or “Investment Adviser”), is effective as of July 17, 2019 (the “Effective Date”).
DATED JANUARY 1, 2017 METLIFE INVESTMENT ADVISORS, LLC AND METLIFE INSURANCE COMPANY USA INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • August 9th, 2017 • Brighthouse Financial, Inc. • Life insurance • New York
METLIFE INVESTMENT ADVISORS, LLC, a limited liability company organized under the laws of the State of Delaware (“Investment Manager”), has agreed to provide METLIFE INSURANCE COMPANY USA, an insurance company organized under the laws of the State of Delaware (“Client”), with certain investment management and other services as further detailed in this investment management agreement (the “Agreement”), effective as of January 1, 2017 (the “Effective Date”).
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT dated as of May 7, 2019Revolving Credit Agreement • May 7th, 2019 • Brighthouse Financial, Inc. • Life insurance • New York
TAX SEPARATION AGREEMENT by and among METLIFE, INC. AND ITS AFFILIATES and BRIGHTHOUSE FINANCIAL, INC. AND ITS AFFILIATESTax Separation Agreement • August 9th, 2017 • Brighthouse Financial, Inc. • Life insurance • New York
This Tax Separation Agreement (the “Agreement”) is entered into as of the 27th day of July 2017, between MetLife, Inc. (“MetLife”), a Delaware corporation, by and on behalf of itself and each Affiliate of MetLife, and Brighthouse Financial, Inc. (“Brighthouse” and, together with MetLife, the “Parties”), a Delaware corporation, by and on behalf of itself and each Affiliate of Brighthouse.
TERM LOAN AGREEMENT dated as of December 2, 2016 Among BRIGHTHOUSE FINANCIAL, INC. as the Company The BANKS Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, and WELLS FARGO...Assignment and Assumption • December 6th, 2016 • Brighthouse Financial, Inc. • Life insurance • New York
TERM LOAN AGREEMENT dated as of December 2, 2016 among: BRIGHTHOUSE FINANCIAL, INC., a Delaware corporation, the BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
NON-MANAGEMENT DIRECTOR AWARD AGREEMENT SUPPLEMENTNon-Management Director Award Agreement • May 11th, 2020 • Brighthouse Financial, Inc. • Life insurance • New York
This Award Agreement Supplement (this “Supplement”) provides terms that are part of your Award Agreement (the “Agreement”) under the Brighthouse Financial, Inc. 2017 Non-Management Director Stock Compensation Plan (the “Director Plan”). In this Supplement, “Award” refers to the Restricted Stock Units, Stock Options, or Restricted Units that are the subject of the Award Agreement. All capitalized terms used in this document that are not defined herein are defined in the Director Plan document.
BRIGHTHOUSE FINANCIAL, INC. 20,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Underwriting AgreementBrighthouse Financial, Inc. • November 20th, 2020 • Life insurance • New York
The Preferred Shares will, when issued, be deposited by the Company against delivery of depositary receipts (the “Depositary Receipts”) to be issued by the Depositary (as defined below) pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of November 20, 2020, among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”), and holders from time to time of the Depositary Receipts issued thereunder to evidence the Securities. Each Security will represent a 1/1,000th interest in one Preferred Share pursuant to the Deposit Agreement. The terms of the Preferred Shares will be set forth in a certificate of designations (the “Certificate of Designations”), the proposed form of which has been provided to the Underwriters, to be filed by the Company with the Secretary of State of the State of Delaware.
TAX RECEIVABLES AGREEMENT dated as of July 27, 2017 between MetLife, Inc. and Brighthouse Financial, Inc.Tax Receivables Agreement • August 9th, 2017 • Brighthouse Financial, Inc. • Life insurance • New York
This TAX RECEIVABLES AGREEMENT (as amended from time to time, this “Agreement”), is hereby entered into by and between MetLife, Inc., a Delaware corporation (“MetLife”) and Brighthouse Financial, Inc., a Delaware corporation (“Brighthouse”).
AWARD AGREEMENT SUPPLEMENTAward Agreement Supplement • February 26th, 2019 • Brighthouse Financial, Inc. • Life insurance • New York
This Award Agreement Supplement (this “Supplement”) provides terms that are part of your Award Agreement (the “Agreement”) under the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (the “2017 Plan”). In this Supplement, “Award” refers to the Performance Shares, Restricted Stock Units, Stock Options, Performance Units, or Restricted Units, that are the subject of the Award Agreement. All capitalized terms used in this document that are not defined herein are defined in the 2017 Plan document.
REGISTRATION RIGHTS AGREEMENT dated as of August 4, 2017 between MetLife, Inc. and Brighthouse Financial, Inc.Registration Rights Agreement • August 9th, 2017 • Brighthouse Financial, Inc. • Life insurance • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 4, 2017, is between MetLife, Inc., a Delaware corporation (“RemainCo”), and Brighthouse Financial, Inc., a Delaware corporation (“SpinCo”).
MASTER SEPARATION AGREEMENT BETWEEN METLIFE, INC. AND BRIGHTHOUSE FINANCIAL, INC. Dated [ ], 2017Master Separation Agreement • June 2nd, 2017 • Brighthouse Financial, Inc. • Life insurance • New York
This MASTER SEPARATION AGREEMENT (this “Agreement”) is made effective as of [ ], 2017, by and between MetLife, Inc., a Delaware corporation (“MetLife”), and Brighthouse Financial, Inc., a Delaware corporation (the “Company”). Each of MetLife and the Company shall be referred to herein as a “Party” and, together, the “Parties.”
AWARD AGREEMENT SUPPLEMENTAward Agreement Supplement • February 26th, 2019 • Brighthouse Financial, Inc. • Life insurance • New York
This Award Agreement Supplement (this “Supplement”) provides terms that are part of your Award Agreement (the “Agreement”) under the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (the “2017 Plan”). In this Supplement, “Award” refers to the Performance Shares, Restricted Stock Units, Stock Options, Performance Units, or Restricted Units, that are the subject of the Award Agreement. All capitalized terms used in this document that are not defined herein are defined in the 2017 Plan document.
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • August 9th, 2017 • Brighthouse Financial, Inc. • Life insurance • New York
THIS INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”), dated as of August 4, 2017 (the “Effective Date”), by and among Metropolitan Life Insurance Company, a New York-domiciled insurance company (“MetLife”), on behalf of itself and its Affiliates other than the Brighthouse Company Group, and Brighthouse Services LLC, a Delaware limited liability company, (“Brighthouse”) on behalf of itself and the other members of the Brighthouse Company Group. MetLife and Brighthouse are hereinafter referred to collectively as the “Parties” or individually as a “Party”.
TERM LOAN AGREEMENT dated as of February 1, 2019 Among BRIGHTHOUSE FINANCIAL, INC. as the Company The BANKS Party Hereto and JPMORGAN CHASE BANK, N.A. as Administrative Agent JPMORGAN CHASE BANK, N.A., as a Joint Lead Arranger and Joint Bookrunner...Term Loan Agreement • February 5th, 2019 • Brighthouse Financial, Inc. • Life insurance • New York
TERM LOAN AGREEMENT dated as of February 1, 2019 among: BRIGHTHOUSE FINANCIAL, INC., a Delaware corporation, the BANKS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
BRIGHTHOUSE FINANCIAL, INC., as Issuer AND U.S. BANK NATIONAL ASSOCIATION, as Trustee SENIOR INDENTURE DATED AS OF May 15, 2020 PROVIDING FOR ISSUANCE OF SENIOR DEBT SECURITIES IN SERIESSenior Indenture • May 15th, 2020 • Brighthouse Financial, Inc. • Life insurance • New York
SENIOR INDENTURE, dated as of May 15, 2020, between Brighthouse Financial, Inc., a Delaware corporation, and U.S. Bank National Association, a national banking association, as Trustee.
TRANSITION SERVICES AGREEMENT dated as of January 1, 2017 between MetLife Services and Solutions, LLC and Brighthouse Services, LLC And for purposes of Article VIII only, MetLife, Inc. and Brighthouse Financial, Inc.Transition Services Agreement • August 9th, 2017 • Brighthouse Financial, Inc. • Life insurance
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated and effective as of January 1, 2017 (the “Effective Date”), is entered into by and between MetLife Services and Solutions, LLC, a Delaware limited liability company (“MSS”), and Brighthouse Services, LLC, a Delaware limited liability company (the “Company”), and for purposes of Article VIII only, among MetLife, Inc., a corporation organized under the laws of Delaware (the “Parent”) and Brighthouse Financial, Inc., a corporation organized under the laws of Delaware (“BHF”).
BRIGHTHOUSE FINANCIAL, INC., as Issuer AND U.S. BANK NATIONAL ASSOCIATION, as Trustee SENIOR INDENTURE DATED AS OF [●] PROVIDING FOR ISSUANCE OF SENIOR DEBT SECURITIES IN SERIESSenior Indenture • September 5th, 2018 • Brighthouse Financial, Inc. • Life insurance • New York
SENIOR INDENTURE, dated as of [●], between Brighthouse Financial, Inc., a Delaware corporation, and U.S. Bank National Association, a national banking association, as Trustee.
Separation Agreement, Waiver and General ReleaseSeparation Agreement, Waiver and General Release • March 18th, 2019 • Brighthouse Financial, Inc. • Life insurance
WHEREAS, Participant’s employment has been terminated in a Qualified Termination as that term is defined in the Brighthouse Services, LLC Executive Severance Pay Plan, effective as of November 19, 2018 (the “Plan”);
PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • May 24th, 2018 • Brighthouse Financial, Inc. • Life insurance
Brighthouse Financial, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Performance Share Units (your “Performance Share Units”). Your Performance Share Units are subject to the terms and conditions of the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (the “Plan”) and this Performance Share Agreement (this “Agreement”), which includes the Award Agreement Supplement (the “Supplement”). Please note that the Supplement includes terms for forfeiture of your Performance Share Units under some circumstances.
June 1, 2018 Peter Carlson Dear Pete,Brighthouse Financial, Inc. • June 8th, 2018 • Life insurance
This letter sets forth the agreement between you, Peter Carlson (“you” or “Executive”) and Brighthouse Services, LLC (“Brighthouse” or “Company”) regarding your retirement from the Company in light of Brighthouse Financial, Inc.’s successful separation from MetLife, Inc. (“Agreement”). As set forth the below, you and Brighthouse agree:
FIRST SUPPLEMENTAL INDENTURE BETWEEN BRIGHTHOUSE FINANCIAL, INC., ISSUER AND U.S. BANK NATIONAL ASSOCIATION, TRUSTEE DATED AS OF MAY 15, 2020 5.625% SENIOR NOTES DUE 2030First Supplemental Indenture • May 15th, 2020 • Brighthouse Financial, Inc. • Life insurance • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of May 15, 2020 (this “First Supplemental Indenture”), between Brighthouse Financial, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”), supplementing the Senior Indenture, dated as of May 15, 2020 (the “Base Indenture”), between the Company and the Trustee.
AWARD AGREEMENT SUPPLEMENTAward Agreement Supplement • May 24th, 2018 • Brighthouse Financial, Inc. • Life insurance • New York
This Award Agreement Supplement (this “Supplement”) provides terms that are part of your Award Agreement (the “Agreement”) under (i) if you are an Employee of the Company, the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (the “Employee Plan”) and (ii) if you are a Non-Management Director of the Company, the Brighthouse Financial, Inc. 2017 Non-Management Director Stock Compensation Plan (the “Director Plan,” and together with the Employee Plan, the “Equity Plans”). In this Supplement, “Award” refers to the Performance Shares, Restricted Stock Units, Stock Options, Performance Units, or Restricted Units, that are the subject of the Award Agreement. All capitalized terms used in this document that are not defined herein are defined in the applicable Equity Plan document.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 26th, 2019 • Brighthouse Financial, Inc. • Life insurance
Brighthouse Financial, Inc. (the “Company”) confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Restricted Stock Units.
BRIGHTHOUSE FINANCIAL, INC. 14,000,000 Depositary Shares, Each Representing a 1/1,000th Interest in a Share of Underwriting AgreementDeposit Agreement • November 22nd, 2021 • Brighthouse Financial, Inc. • Life insurance • New York
The Preferred Shares will, when issued, be deposited by the Company against delivery of depositary receipts (the “Depositary Receipts”) to be issued by the Depositary (as defined below) pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of November 22, 2021, among the Company, Computershare Inc. and Computershare Trust Company, N.A., acting jointly as depositary (the “Depositary”), and holders from time to time of the Depositary Receipts issued thereunder to evidence the Securities. Each Security will represent a 1/1,000th interest in one Preferred Share pursuant to the Deposit Agreement. The terms of the Preferred Shares will be set forth in a certificate of designations (the “Certificate of Designations”), the proposed form of which has been provided to the Underwriters, to be filed by the Company with the Secretary of State of the State of Delaware.
RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 24th, 2018 • Brighthouse Financial, Inc. • Life insurance
Brighthouse Financial, Inc. (the “Company”) confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Restricted Stock Units.
FIRST SUPPLEMENTAL INDENTURE BETWEEN BRIGHTHOUSE FINANCIAL, INC., ISSUER AND U.S. BANK NATIONAL ASSOCIATION, TRUSTEE DATED AS OF SEPTEMBER 12, 2018 6.250% JUNIOR SUBORDINATED DEBENTURES DUE 2058Brighthouse Financial, Inc. • September 12th, 2018 • Life insurance • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of September 12, 2018 (this “First Supplemental Indenture”), between Brighthouse Financial, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”), supplementing the Junior Subordinated Indenture, dated as of September 12, 2018 (the “Base Indenture”), between the Company and the Trustee.
NON-MANAGEMENT DIRECTOR RESTRICTED STOCK UNIT AGREEMENTNon-Management Director Restricted Stock Unit Agreement • May 11th, 2020 • Brighthouse Financial, Inc. • Life insurance
Brighthouse Financial, Inc. (the “Company”) confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Restricted Stock Units.
RESTRICTED STOCK UNIT AGREEMENT (Ratable Period of Restriction Ends in Thirds)Restricted Stock Unit Agreement • February 26th, 2019 • Brighthouse Financial, Inc. • Life insurance
Brighthouse Financial, Inc. confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Restricted Stock Units. Your Restricted Stock Units are subject to the terms and conditions of the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (the “Plan”) and this Restricted Stock Unit Agreement (this “Agreement”), which includes the Award Agreement Supplement (the “Supplement”). Please note that the Supplement includes terms for forfeiture of your Restricted Stock Units under some circumstances.
ContractTerm Loan Agreement • July 21st, 2017 • Brighthouse Financial, Inc. • Life insurance • New York
PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • February 26th, 2019 • Brighthouse Financial, Inc. • Life insurance
Brighthouse Financial, Inc. (the “Company”) confirms that, on [grant date] (the “Grant Date”), it granted you, [name], [number] Performance Share Units (your “Performance Share Units”). Your Performance Share Units are subject to the terms and conditions of the Brighthouse Financial, Inc. 2017 Stock and Incentive Compensation Plan (the “Plan”) and this Performance Share Agreement (this “Agreement”), which includes the Award Agreement Supplement (the “Supplement”) and Exhibit A to this Agreement (including any Appendices). Please note that the Supplement includes terms for forfeiture of your Performance Share Units under some circumstances.
