Brighthouse Financial Files Form 10 Registration Statement in Connection with Planned Separation From MetLife
MetLife takes important step toward separating into two independent publicly traded companies
New York, N.Y., October 5, 2016
MetLife, Inc. (NYSE: MET) today announced that Brighthouse Financial, Inc. filed a Registration Statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”). The filing of the Form 10 is an important step in MetLife’s plan to separate into two independent publicly traded companies. The filing provides information on the strategy and historical financial data of Brighthouse Financial and will be updated with additional information in subsequent amendments as the SEC reviews it.
The Form 10 reflects MetLife's current plan to initiate the separation of Brighthouse Financial in the form of a spin-off. While MetLife and Brighthouse Financial are currently preparing for a spin-off transaction, the ultimate form and timing of a separation will be influenced by a number of factors, including regulatory considerations and economic conditions. MetLife continues to evaluate and pursue structural alternatives for the planned separation, including different forms of spin-off, a public offering of shares in an independent, publicly traded company, or a sale. The first step in the separation transaction is expected to take place in the first half of 2017. In conjunction with the Form 10, MetLife today filed a Form 8-K with the SEC that includes additional financial information concerning MetLife related to the planned separation.
"Today’s filing marks an important milestone for both MetLife and Brighthouse Financial as we move toward separating into two companies," said Steven A. Kandarian, chairman, president and CEO of MetLife. "We believe the separation will enable both companies to compete more effectively, achieve strong operational and financial performance, and create long-term value for our shareholders."
"Brighthouse Financial aims to deliver simple, transparent solutions and experiences that empower advisors and consumers to confidently make choices that will take them one step closer to achieving the financial future they envision," said Eric T. Steigerwalt, executive vice president of MetLife's U.S. Retail business and incoming president and CEO of Brighthouse Financial. "In addition, we believe that the company’s strong capital structure and commitment to financial discipline, risk management, and operational efficiencies will create long-term shareholder value."
As outlined in the Form 10, Brighthouse Financial will be a major U.S. life insurance and annuity company, with $240 billion of total assets and approximately 2.6 million insurance policies and annuity contracts in-force as of June 30, 2016. Through a diverse network of independent distributors, Brighthouse Financial will offer a simplified set of accumulation and protection products.
Following the planned separation, MetLife, Inc. will remain the largest provider of employee benefits in the U.S., as well as a leading global insurer. MetLife will continue to hold leading market positions in the United States, Japan, Latin America, Asia, Europe and the Middle East.
The Form 10 describes a potential transaction which is a pro-rata distribution of at least 80.1 percent of the shares of Brighthouse Financial's common stock to MetLife's shareholders. Brighthouse Financial anticipates that such a transaction would be tax-free to U.S. shareholders for U.S. federal income tax purposes (except for any cash received in lieu of fractional shares).
The separation remains subject to certain conditions including, among others, obtaining final approval from the MetLife board of directors, receipt of a favorable IRS ruling and an opinion from MetLife's tax advisor regarding certain U.S. federal income tax matters, and an SEC declaration of the effectiveness of the Form 10.
For more information, the full Brighthouse Financial Form 10 can be viewed at http://www.sec.gov and MetLife's Investor Relations site at www.metlife.com.
MetLife, Inc. (NYSE: MET), through its subsidiaries and affiliates (“MetLife”), is one of the largest life insurance companies in the world. Founded in 1868, MetLife is a global provider of life insurance, annuities, employee benefits and asset management. Serving approximately 100 million customers, MetLife has operations in nearly 50 countries and holds leading market positions in the United States, Japan, Latin America, Asia, Europe and the Middle East. For more information, visit www.metlife.com.