Brighthouse Financial to be acquired by Aquarian Capital for $70.00 per share

Aquarian Capital and Brighthouse Financial (BHF) announced the signing of a definitive merger agreement under which an affiliate of Aquarian Capital will acquire Brighthouse Financial for $70.00 per share in an all-cash transaction valued at approximately $4.1B. Following the closing of the transaction, Brighthouse Financial will operate as a standalone entity within the Aquarian Capital portfolio. Steigerwalt will continue as president and CEO of Brighthouse Financial, and the company will continue to be headquartered in Charlotte, North Carolina, with the same name and brand. The transaction is expected to close in 2026 and is subject to customary closing conditions, including approval by Brighthouse Financial’s common stockholders, antitrust clearance and the receipt of insurance regulatory approvals. Under the terms of the merger agreement, at the time of closing of the merger, each issued and outstanding share of Brighthouse Financial common stock will be entitled to receive $70.00 in cash, without interest. The merger consideration of $70.00 per share of Brighthouse Financial common stock represents a 37% premium to the unaffected share price of $51.09 at closing on January 27 as well as a 37.7% premium over Brighthouse Financial’s 90-day volume-weighted average price as of November 5, the last full trading day prior to the announcement of the transaction. All outstanding shares of each series of Brighthouse Financial preferred stock will continue as preferred shares of Brighthouse Financial immediately following the closing of the merger, and immediately following the closing of the merger the rights, terms and conditions of each series of preferred stock will remain entitled to the same dividends and all other preferences, privileges and other special rights, and qualifications, limitations and restrictions set forth in the certificate of designations applicable to such series of preferred stock. The outstanding junior subordinated debentures and each series of Brighthouse Financial’s outstanding senior notes will continue to remain outstanding as obligations of Brighthouse Financial immediately following the closing of the merger. The board of directors of Brighthouse Financial has unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and resolved to recommend that Brighthouse Financial’s common stockholders vote to adopt the merger agreement and to approve the merger.