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  • Nov 25, 2020

Brighthouse Financial Announces Early Tender Results for 3.700% and 4.700% Senior Notes and Increased Tender Caps

CHARLOTTE, NC,  November 25, 2020

Brighthouse Financial, Inc. (the “Company” or “Brighthouse Financial”) (Nasdaq: BHF) announced today the early tender results for its previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) for the Notes set forth below. The Company also announced an increase to the aggregate principal amount of each series of Notes that the Company intends to purchase in the Offers from the previously announced amounts to (i) up to an aggregate principal amount of $199,716,000 (the “2027 Notes Tender Cap”) of its 3.700% Senior Notes due 2027 (the “2027 Notes”) and (ii) up to an aggregate principal amount of $350,000,000 (the “2047 Notes Tender Cap” and, together with the 2027 Notes Tender Cap, the “Tender Caps”) of its 4.700% Senior Notes due 2047 (the “2047 Notes” and, together with the 2027 Notes, the “Notes,” and each a “series” of Notes).

The terms and conditions of the Offers are described in the Offer to Purchase for Cash, dated November 10, 2020 (the “Offer to Purchase”) and the related Letter of Transmittal, dated November 10, 2020 (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Tender Offer Documents”).

Because the aggregate principal amounts of the 2027 Notes and the 2047 Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on November 24, 2020 (the “Early Tender Deadline”) each exceed the applicable Tender Cap, Brighthouse Financial will accept for purchase Notes of each series subject to proration, as described in the Offer to Purchase, so as not to exceed the applicable Tender Cap.

The previously announced withdrawal deadline of 5:00 p.m., New York City time, on November 24, 2020 has passed, and, accordingly, Notes validly tendered pursuant to the Offers may no longer be withdrawn, except in the limited circumstances described in the Offer to Purchase. As of the previously announced early tender date and time of 5:00 p.m., New York City time, on November 24, 2020 (the “Early Tender Deadline”), the aggregate principal amount of each series of Notes set forth in the table below has been validly tendered and not validly withdrawn in the Offers:

Title of Security CUSIP Number Principal Amount Outstanding Tender Cap(1) Aggregate Principal Amount Tendered Notes Accepted Approximate Proration Factor
3.700% Senior Notes due 2027 10922NAC7/ 10922NAA1 $1,500,000,000 $199,716,000 $456,065,000 $199,716,000 44.0%
4.700% Senior Notes due 2047 10922NAF0/ 10922NAD5/ U6225NAB8 $1,500,000,000 $350,000,000 $603,146,000 $350,000,000 58.1%

(1) The Tender Cap for each series will be based on the aggregate principal amount with respect to such series.

Holders of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline will be eligible to receive the relevant Total Consideration (as defined in the Offer to Purchase), which includes the applicable Early Tender Premium (as defined in the Offer to Purchase). The “Total Consideration” per $1,000 principal amount of Notes of each series validly tendered and accepted for purchase pursuant to the Offers will be 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 for each series of Notes, as described in the Offer to Purchase, as calculated by Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC at 10:00 a.m., New York City time, on November 25, 2020.

The Company anticipates that payment for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Deadline and accepted for purchase will be made on November 27, 2020.

Each Offer will expire at 11:59 p.m., New York City time, on December 9, 2020, or any other date and time to which the Company extends such Offer (such date and time, as the same may be extended with respect to each series of Notes, the “Expiration Time”), unless earlier terminated. Tenders of the Notes in the Offers may no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law. 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.

The Financing Condition for the Offers described in the Offer to Purchase was satisfied on November 20, 2020 upon the Company’s issuance of 23,000,000 depositary shares, each representing a 1/1,000th interest in a share of its 5.375% Non-Cumulative Preferred Stock, Series C, for gross proceeds of $575,000,000.

The Company's obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to each Offer, up to the applicable 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 an Offer; (ii) extend or terminate an Offer; (iii) further increase, decrease or eliminate the Tender Cap for an Offer without extending the Early Tender Deadline or Withdrawal Deadline (as defined in the Offer to Purchase); or (iv) otherwise amend an Offer in any respect. Neither of the Offers is conditioned upon consummation of the other Offer nor on any minimum amount of Notes being tendered. If the Company extends the Expiration Time or amends the Tender Cap with respect to either Offer, it may or may not extend or amend such terms with respect to the other Offer in its sole discretion.

Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC are acting as lead dealer managers and Siebert Williams Shank is acting as a co-dealer manager for the Offers. Questions regarding terms and conditions of the Offers should be directed to Goldman Sachs & Co. LLC by calling toll free at (212) 357-1452 or collect at (800) 828-3182 or Morgan Stanley & Co. LLC by calling toll free at (800) 624-1808 or collect at (212) 761-1057.

D.F. King & Co., Inc. has been appointed as information agent (the “Information Agent”) and tender agent (the “Tender Agent”) in connection with the Offers. Questions or requests for assistance in connection with the Offers 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 (212) 269-5550 (for banks and brokers) or toll free at (800) 848-3402 (for all others) or by email at bhf@dfking.com. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

None of the Company, the Company's Board of Directors, the Dealer Managers, 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 an 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 to buy, or an offer to purchase or sell any securities. The Offers are 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 Brighthouse Financial. 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: the impact of the ongoing COVID-19 pandemic; 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; the reserves we are required to hold against our variable annuities as a result of actuarial guidelines; the potential material adverse effect of changes in accounting standards, practices and/or policies applicable to us, including changes in the accounting for long-duration contracts; our degree of leverage due to indebtedness; 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 changes in regulation and in supervisory and enforcement policies on our insurance business or other operations; the availability of reinsurance and the ability of the counterparties to our reinsurance or indemnification arrangements to perform their obligations thereunder; the adverse impact to liabilities for policyholder claims as a result of extreme mortality events; 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; 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 insurance subsidiaries to pay dividends to us, and our ability to pay dividends to our shareholders and repurchase our common stock; the effectiveness of our policies and procedures in managing risk; our ability to market and distribute our products through distribution channels; 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 over tax-related or other matters and agreements or disagreements regarding MetLife’s or our obligations under our other agreements; the potential material negative tax impact of potential future tax legislation that could make some of our products less attractive to consumers; and other factors described from time to time in documents that we file with the U.S. Securities and Exchange Commission (the "SEC"). Further, 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 2019 admitted assets. Best’s Review®: Top 200 U.S. Life/Health Insurers. A.M. Best, 2020.


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