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”).
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.
SECOND SUPPLEMENTAL INDENTURE BETWEEN BRIGHTHOUSE FINANCIAL, INC., ISSUER AND U.S. BANK NATIONAL ASSOCIATION, TRUSTEE DATED AS OF NOVEMBER 22, 2021 3.850% SENIOR NOTES DUE 2051Second Supplemental Indenture • November 22nd, 2021 • Brighthouse Financial, Inc. • Life insurance • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of November 22, 2021 (this “Second 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.
