| Item 3.03. | Material Modification to Rights of Security Holders. |
On November 20, 2020, Brighthouse Financial, Inc. (“Brighthouse Financial”) closed the public offering of 23,000,000 depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of its 5.375% Non-Cumulative Preferred Stock, Series C (the “Series C Preferred Stock”), and in the aggregate representing 23,000 shares (the “Preferred Shares”) of Series C Preferred Stock. The Depositary Shares were offered and sold pursuant to an effective shelf registration statement (the “Registration Statement”) on Form S-3 (File No. 333-227190). Under the terms of the Series C Preferred Stock, the ability of Brighthouse Financial to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of any other class or series of capital stock of Brighthouse Financial that ranks junior to the Series C Preferred Stock will be subject to certain restrictions in the event that Brighthouse Financial does not declare and pay (or set aside) dividends on the Series C Preferred Stock for the latest completed dividend period, and the ability of Brighthouse Financial to declare full dividends on any preferred stock that ranks equally with the Series C Preferred Stock will be subject to certain limitations in the event Brighthouse Financial declares partial dividends on the Series C Preferred Stock. The terms of the Series C Preferred Stock, including such restrictions, are more fully described in, and this description is qualified in its entirety by reference to, the Certificate of Designations (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 18, 2020, Brighthouse Financial filed a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Series C Preferred Stock. The Certificate of Designations became effective upon filing with the Secretary of State of the State of Delaware, and a copy is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the sale of the Depositary Shares, Brighthouse Financial entered into an Underwriting Agreement with Morgan Stanley & Co. LLC, BofA Securities, Inc., UBS Securities LLC, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, which is filed as Exhibit 1.1 hereto.
On November 20, 2020, in connection with the issuance of the Depositary Shares, Brighthouse Financial entered into a Deposit Agreement (the “Deposit Agreement”), dated as of November 20, 2020, among Brighthouse Financial, Computershare Inc. and Computershare Trust Company, N.A., collectively as depositary, and the holders from time to time of the depositary receipts described therein. A copy of the Deposit Agreement is filed as Exhibit 4.2 to this Current Report on Form 8-K, and the form of depositary receipt evidencing the Depositary Shares is included as Exhibit A to the Deposit Agreement.
The opinion of Debevoise & Plimpton LLP relating to the validity of the Depositary Shares and the Preferred Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.
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