Item 1.02 Termination of a Material Definitive Agreement.
On June 2, 2020, in connection with the repayment by Brighthouse Financial, Inc.
("Brighthouse Financial") of all outstanding borrowings under its unsecured term
loan facility (the "Facility"), the Term Loan Agreement, dated as of February 1,
2019, among Brighthouse Financial, JPMorgan Chase Bank, N.A., as administrative
agent, and the other lenders party thereto (as amended, the "Term Loan
Agreement") governing the Facility, was terminated without penalty, and all
obligations of Brighthouse Financial under the Term Loan Agreement were
released, discharged and satisfied in full. Brighthouse Financial used proceeds
from the sale of additional Notes discussed below to repay the remaining
borrowings under the Facility.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June 2, 2020, Brighthouse Financial issued and sold $115,000,000 aggregate
principal amount of 5.625% Senior Notes due 2030 (the "additional Notes"). The
additional Notes were issued pursuant to the Senior Indenture (the "Senior
Indenture"), dated as of May 15, 2020, and the First Supplemental Indenture
thereto, dated as of May 15, 2020 (the "First Supplemental Indenture" and,
together with the Senior Indenture, the "Indenture"), between Brighthouse
Financial and U.S. Bank National Association, as trustee. The additional Notes
have identical terms as, are fungible with and are treated as a single series of
senior debt securities with the $500,000,000 aggregate principal amount of
Brighthouse Financial's 5.625% Senior Notes due 2030 issued on May 15, 2020 (the
"original Notes" and, together with the additional Notes, the "Notes"). The
Notes bear interest at a rate of 5.625% per year and will mature on May 15,
2030.
The Notes were offered and sold pursuant to an effective shelf registration
statement (the "Registration Statement") on Form S-3, File No. 333-227190. The
closing of the sale of the additional Notes occurred on June 2, 2020. The Senior
Indenture and First Supplemental Indenture (which includes a form of Note) were
filed as Exhibits 4.1 and 4.2, respectively, to Brighthouse Financial's Form 8-K
filed on May 15, 2020 and are incorporated by reference herein. The foregoing
description of the Indenture does not purport to be complete and is qualified in
its entirety by reference to the full text of the Indenture.
Item 8.01 Other Events.
In connection with the sale of the additional Notes, Brighthouse Financial
entered into an Underwriting Agreement with BofA Securities, Inc., Goldman
Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the
several underwriters named therein, which is filed as Exhibit 1.1 hereto. The
opinion of Debevoise & Plimpton LLP relating to the validity of the additional
Notes is filed as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
The exhibits (except Exhibit 104) to this Current Report on Form 8-K are
incorporated by reference into the Registration Statement.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated May 28, 2020, among Brighthouse
Financial, Inc. and BofA Securities, Inc., Goldman Sachs & Co. LLC
and Wells Fargo Securities, LLC, as representatives of the several
underwriters named therein.
5.1 Opinion of Debevoise & Plimpton LLP.
23.1 Consent of Debevoise & Plimpton LLP (included in Exhibit 5.1).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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