BRIGHTHOUSE FINANCIAL, INC. [23,155,117] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 12th, 2018 • Brighthouse Financial, Inc. • Life insurance • New York
The stockholders named in Schedule 2 hereto (collectively, the “Selling Stockholders”) of Brighthouse Financial, Inc., a Delaware corporation (the “Company”), propose to sell to Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC (collectively, the “Underwriters”), an aggregate of [23,155,117] shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (the “Stock”). On the date hereof and prior to the execution of this Agreement, the Selling Stockholders entered into an exchange agreement (the “Exchange Agreement”) with MetLife, Inc., a Delaware corporation (“MetLife”). Pursuant to the Exchange Agreement, and prior to the execution of this Agreement, MetLife transferred to the Selling Stockholders the Shares in exchange for certain indebtedness of MetLife held by the Selling Stockholders (the “Exchange”).
