- Jun 12, 2018
Brighthouse Financial, Inc. Announces Secondary Common Stock Offering
CHARLOTTE, NC June 12, 2018
Brighthouse Financial, Inc. (“Brighthouse”) (Nasdaq: BHF) announced today the commencement of an underwritten public offering of 23,155,117 shares of its common stock previously issued to and currently owned by MetLife, Inc., Brighthouse’s former parent company (“MetLife”). Brighthouse is not selling any shares and will not receive any proceeds from the sale of the shares in the offering or the debt-for-equity exchange (as described below).
Prior to the closing of the offering, MetLife intends to exchange the shares of Brighthouse common stock to be sold in the offering for indebtedness of MetLife currently owned by Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (collectively, the “Selling Stockholders”). The Selling Stockholders then intend to sell these shares of Brighthouse common stock to the underwriters in connection with the public offering.
Goldman Sachs & Co. LLC, J.P. Morgan, Morgan Stanley and Wells Fargo Securities are acting as the underwriters for the offering.
The offering will be made only by means of a prospectus. A copy of the preliminary prospectus and prospectus supplement related to the offering may be obtained from: Goldman Sachs & Co. LLC Attention: Prospectus Department, 200 West Street, New York, NY 10282, telephone: (866) 471-2526, facsimile: (212) 902-9316 or e-mail: email@example.com; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by calling toll-free at (866) 803-9204; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, New York 10014, Attention: Prospectus Department; or Wells Fargo Securities, LLC, Attention: Equity Syndicate Department, 375 Park Avenue, New York, New York 10152, by calling (800) 326-5897 or by emailing firstname.lastname@example.org. You may also obtain a copy of the preliminary prospectus and prospectus supplement, without charge, by visiting the SEC’s website at http://www.sec.gov.
A registration statement on Form S-1 relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Note Regarding Forward-Looking Statements
This press release and other oral or written statements that we make from time to time, including with respect to the proposed public offering, 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,” “project,” “may,” “will,” “could,” “intend,” “goal,” “target,” “forecast,” “objective,” “continue,” “aim,” “plan,” “believe” and other words and terms of similar meaning, or are tied to future periods, in connection with a discussion of future operating or financial performance. In particular, these include, without limitation, statements relating to future actions, prospective services or products, future performance or results of current and anticipated services or products, sales efforts, expenses, the outcome of contingencies such as legal proceedings, trends in operating and financial results, as well as statements regarding the expected benefits of the separation from MetLife, Inc. and the recapitalization actions.
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. 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. Risks, uncertainties, and other factors that might cause such differences include the risks, uncertainties and other factors identified in the registration statement on Form S-1 filed by Brighthouse with the U.S. Securities and Exchange Commission (the “SEC”) on the date hereof, particularly in the section entitled “Risk Factors”, in Brighthouse’s most recent Annual Report on Form 10-K filed with the SEC, in Brighthouse’s subsequent Quarterly Reports on Form 10-Q, including in the sections thereof captioned “Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in Brighthouse’s subsequent Current Reports on Form 8-K. Brighthouse does not undertake any obligation to publicly correct or update any forward-looking statement if Brighthouse later becomes aware that such statement is not likely to be achieved. Please consult any further disclosures Brighthouse makes on related subjects in reports to the SEC.
About Brighthouse Financial
Brighthouse Financial (Nasdaq: BHF) is a major provider of annuities and life insurance in the U.S. Established by MetLife, we are on a mission to help people achieve financial security. We specialize in offering annuity and life insurance products that play an essential role in helping people protect what they’ve earned and ensure it lasts.