Brighthouse increases tender cap, amends conditions on two note offers

By Taylor Fox

New York, Nov. 10 – Brighthouse Financial, Inc. has increased the amount it intends to purchase under its cash tender offers to up to $175 million of its $1.5 billion 3.7% senior notes due 2027 (Cusip: 10922NAC7, 10922NAA1) and up to $325 million of its $1.5 billion 4.7% senior notes due 2047 (Cusip: 10922NAF0, 10922NAD5, U6225NAB8), from up to $100 million for each series of notes, according to a news release.

Brighthouse also amended the financing condition under each offer. Each offer is now conditioned on the company receiving prior to the expiration time proceeds of at least $500 million from an offering of one or more series of depositary shares, up from $200 million.

As previously reported, the offers will expire at 11:59 p.m. ET Dec. 9.

Holders who tender notes prior to the 5 p.m. ET Nov. 24 early tender deadline will be eligible to receive the total consideration, which includes a $50 early tender premium per $1,000 of notes.

The total consideration will be determined using a fixed spread plus the yield based on the bid side price of the applicable U.S. Treasury security calculated at 10 a.m. ET Nov. 25.

Pricing for the 3.7% notes will be based on the 0.625% U.S. Treasury due Aug. 15, 2030 and a fixed spread of 130 basis points, and pricing for the 4.7% notes will be based on the 1.25% U.S. Treasury due May 15, 2050 and a fixed spread 275 bps.

Holders tendering after the early deadline will be eligible to receive the tender offer consideration, which is the total consideration less the early tender premium.

The company will also pay accrued interest to but excluding the applicable settlement date.

The early settlement date is expected to be Nov. 27. The final settlement date is expected to be Dec. 11.

If an offer is not fully subscribed as of the early tender deadline, notes of the applicable series validly tendered and not validly withdrawn at or prior to the early tender deadline will be accepted for purchase in priority to notes of that same series validly tendered after the early tender deadline.

If an offer is fully subscribed as of the early tender deadline, no notes of that series tendered after the early tender deadline will be accepted for purchase.

Notes of a series may be subject to proration if the amount of the notes of that series validly tendered and not validly withdrawn is greater than the tender cap for that series.

The purpose of the offers is to refinance the notes of each series that are validly tendered and accepted for purchase in the offers.

Goldman Sachs & Co. LLC (212 357-1452, 800 828-3182) and Morgan Stanley & Co. LLC (800 624-1808, 212 761-1057) are lead dealer managers, and Siebert Williams Shank is the co-dealer manager.

D.F. King & Co., Inc (212 269-5550, 800 848-3401; bhf@dfking.com) is the information agent and tender agent.

Brighthouse is a Charlotte, N.C.-based insurance provider.

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