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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