As filed with the Securities and Exchange Commission on December 5, 2016
File No. 001-37905
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
BRIGHTHOUSE FINANCIAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 81-3846992 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification Number) | |
Gragg Building, 11225 North Community House Road Charlotte, North Carolina | 28277 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code:
(212) 578-9500
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class to be so Registered | Name of Each Exchange on Which Each Class is to be Registered | |
| Common stock, par value $0.01 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
Brighthouse Financial, Inc.
Information Required in Registration Statement
Cross-Reference Sheet Between the Information Statement and Items of Form 10
This Registration Statement on Form 10 incorporates by reference information contained in our Information Statement filed as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the Information Statement.
Item No. | Item Caption | Location in Information Statement | ||
| 1. | Business | See “Summary,” “Risk Factors,” “Note Regarding Forward-Looking Statements,” “The Separation and Distribution,” “Formation of Brighthouse and the Restructuring,” “Recapitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulation” and “Where You Can Find More Information.” | ||
| 1A. | Risk Factors | See “Summary,” “Risk Factors” and “Note Regarding Forward-Looking Statements.” | ||
| 2. | Financial Information | See “Summary,” “Risk Factors,” “Recapitalization,” “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Quantitative and Qualitative Disclosures About Market Risk.” | ||
| 3. | Properties | See “Business — Properties.” | ||
| 4. | Security Ownership of Certain Beneficial Owners and Management | See “Beneficial Ownership of Common Stock.” | ||
| 5. | Directors and Executive Officers | See “Management.” | ||
| 6. | Executive Compensation | See “Management” and “Compensation of Executive Officers and Directors.” | ||
| 7. | Certain Relationships and Related Transactions and Director Independence | See “Risk Factors,” “Certain Relationships and Related Person Transactions” and “Management.” | ||
| 8. | Legal Proceedings | See “Business — Litigation and Regulatory Matters.” | ||
| 9. | Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters | See “The Separation and Distribution,” “Dividend Policy,” “Beneficial Ownership of Common Stock,” “Description of Capital Stock” and “Shares Eligible for Future Sale.” | ||
| 10. | Recent Sales of Unregistered Securities | In the three years preceding the filing of this registration statement, the registrant has not issued any securities that were not registered under the Securities Act, except for the issuance of 100,000 shares of common stock of the registrant to MetLife, Inc. for aggregate consideration of $1,000 on September 28, 2016 in a transaction exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. | ||
| 11. | Description of Registrant’s Securities to be Registered | See “Description of Capital Stock.” | ||
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Item No. | Item Caption | Location in Information Statement | ||
| 12. | Indemnification of Directors and Officers | See “Risk Factors,” “Certain Relationships and Related Person Transactions” and “Description of Capital Stock — Limitation of Liability and Indemnification of Directors and Officers.” | ||
| 13. | Financial Statements and Supplementary Data | See “Selected Historical Combined Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Index to Financial Statements, Notes and Schedules,” “Index to Interim Condensed Combined Financial Statements, Notes and Schedules” and the financial statements referenced therein. | ||
| 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | None. | ||
| 15. | Financial Statements and Exhibits | (a) Financial Statements
See “Index to Financial Statements, Notes and Schedules” and “Index to Interim Condensed Combined Financial Statements, Notes and Schedules” and the financial statements referenced therein.
(b) Exhibits
See below. | ||
The following documents are filed as exhibits hereto:
Exhibit | Exhibit Descriptions | |
| 2.1 | Form of Master Separation Agreement between MetLife, Inc. and Brighthouse Financial, Inc.* | |
| 3.1 | Form of Amended and Restated Articles of Incorporation of Brighthouse Financial, Inc.* | |
| 3.2 | Form of Amended and Restated By-laws of Brighthouse Financial, Inc.* | |
| 4.1 | Form of Certificate for Common Stock, par value $0.01 per share* | |
| 10.1 | Form of Transition Services Agreement among MetLife Services and Solutions, LLC, Brighthouse Services, LLC, MetLife, Inc. (but only with respect to certain provisions) and Brighthouse Financial, Inc. (but only with respect to certain provisions)* | |
| 10.2 | Form of Registration Rights Agreement between MetLife, Inc. and Brighthouse Financial, Inc.* | |
| 10.3 | Form of Investment Management Agreement* | |
| 10.4 | Form of Transitional Trademark License Agreement* | |
| 10.5 | Form of Intellectual Property License Agreement* | |
| 10.6 | Form of Tax Receivables Agreement* | |
| 10.7 | Form of Tax Separation Agreement* | |
| 10.8 | Revolving Credit Agreement, dated as of December 2, 2016, among Brighthouse Financial, Inc., JP Morgan Chase Bank, N.A., as administrative agent, and the other lenders named therein | |
| 10.9 | Term Loan Agreement, dated as of December 2, 2016, among Brighthouse Financial, Inc., JP Morgan Chase Bank, N.A., as administrative agent, and the other lenders named therein | |
| 21.1 | List of subsidiaries of Brighthouse Financial, Inc.* | |
| 99.1 | Preliminary Information Statement of Brighthouse Financial, Inc., subject to completion, dated December 5, 2016 | |
| * | To be filed by amendment. |
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.
| BRIGHTHOUSE FINANCIAL, INC. | ||
| By: | /s/ Anant Bhalla | |
| Name: Anant Bhalla | ||
| Title: Chief Financial Officer | ||
Dated: December 5, 2016
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