BRIGHTHOUSE FIN(US:BHFAM)2025-11-07 00:17Merger Agreement - The merger agreement states that each issued and outstanding share will be converted into the right to receive $70.00 per share in cash[16]. - The Board of Directors of Brighthouse Financial has unanimously approved the merger agreement, determining it to be fair and in the best interests of the company and its stockholders[16]. - The merger will result in Brighthouse Financial becoming a wholly owned subsidiary of Aquarian Holdings[16]. - The merger is subject to the satisfaction of various conditions outlined in the agreement, including stockholder approval[16]. - The agreement includes provisions for the treatment of dissenting shares and the rights of stockholders[16]. - The merger is expected to enhance the strategic position of both companies in the market[16]. - The agreement outlines the corporate governance structure of the surviving corporation post-merger[16]. - The merger is anticipated to close following the fulfillment of regulatory approvals and other conditions[16]. - The financial statements and disclosures related to the merger are to be filed with the SEC as part of the process[16]. - The effective time of the merger will be when the Certificate of Merger is filed with the Secretary of State of Delaware[112]. - The Surviving Corporation will possess all property, rights, privileges, and powers of both the Company and Merger Sub[113]. - The closing of the merger will occur six business days after the last condition is satisfied or waived[114]. - The certificate of incorporation of the Company will be amended and restated at the effective time[115]. - The bylaws of the Company will be amended to reflect the bylaws of Merger Sub at the effective time[116]. - The initial directors of the Surviving Corporation will be the directors of Merger Sub immediately prior to the effective time[117]. - Each outstanding share will be converted into the right to receive $70.00 per share in cash as part of the merger consideration[119]. - All shares converted into the merger consideration will automatically be canceled and retired, ceasing to exist[120]. - The merger consideration will be adjusted for any changes in the outstanding shares prior to the effective time, including stock splits or dividends[121]. - Excluded shares, including those owned by Parent or held in treasury, will be canceled without any consideration[122]. - Company stock options will be deemed fully vested and converted into cash payments equal to the excess of the merger consideration over the exercise price[127]. - Restricted stock units will also be converted into cash payments based on the merger consideration[128]. - The company ESPP will be suspended, and no new participants will be allowed after the agreement date[129]. - The payment of the aggregate merger consideration will be made through a designated paying agent[135]. - Holders of book-entry shares will not need to deliver certificates to receive the merger consideration[136]. - Payments will be made only to the registered holders of book-entry shares[137]. Financial Performance - The company reported a revenue increase of 15% year-over-year, reaching $1.2 billion in Q3 2023[110]. - User data showed a growth of 25% in active users, totaling 5 million by the end of the quarter[110]. - The company provided guidance for Q4 2023, expecting revenue between $1.3 billion and $1.5 billion, representing a growth of 10% to 25%[110]. - New product launches included a premium subscription service, projected to generate an additional $200 million in annual revenue[110]. - The company is investing $50 million in R&D for new technologies aimed at enhancing user experience[110]. - Market expansion efforts are underway in Europe, with a target to increase market share by 15% by the end of 2024[110]. - The company completed a strategic acquisition of a smaller competitor for $300 million, expected to enhance its product offerings[110]. - Cost-cutting measures implemented are projected to save $30 million annually[110]. - The company reported a net income of $200 million, a 20% increase compared to the previous year[110]. - Customer satisfaction ratings improved to 90%, reflecting the success of recent service enhancements[110]. Corporate Governance and Compliance - The Company has a defined process for handling Company Acquisition Proposals that could significantly impact its operations[34]. - The Company has a defined process for assessing Company Material Adverse Effects that could impact its financial condition[42]. - The Company has established a Deferred RSU Amount related to its RSU Awards, which may affect compensation structures[52]. - The Company is involved in a Director Deferred Compensation Plan that affects non-management directors[53]. - The Company has a comprehensive Employee Stock Purchase Plan effective from April 3, 2024[41]. - The Company has a Revolving Credit Agreement in place, dated April 15, 2022, to support its financial operations[40]. - The Company has authorized capital stock consisting of 1,000,000,000 shares of Common Stock and 100,000,000 shares of Preferred Stock, with 57,171,217 shares of Common Stock issued and outstanding as of November 5, 2025[150]. - As of the Company Measurement Date, there are 166,769 shares of Common Stock underlying Stock Options, 612,282 shares underlying RSU Awards, and 747,274 shares underlying PSU Awards at target performance[150]. - The Company Board has unanimously determined that the Agreement and Transactions are fair and in the best interests of the Company and its stockholders[147]. - The execution and performance of the Agreement require no action by any Governmental Entity other than necessary filings and compliance with applicable laws[148]. - The Company is not in violation of any provision of its Charter or Bylaws, and all outstanding shares of capital stock are fully paid and nonassessable[144][150]. - The Company has made available true and accurate copies of the Organizational Documents of each Subsidiary, confirming their good standing[153]. - The Company has timely filed all required SEC documents since January 1, 2023, with no ongoing SEC reviews or investigations[159]. - The audited financial statements comply with GAAP and fairly present the consolidated financial position of the Company and its Subsidiaries[160]. - There are no undisclosed material liabilities that would be required by GAAP to be reflected on a consolidated balance sheet[171]. - The Company maintains a system of internal control over financial reporting that provides reasonable assurance regarding the reliability of financial reporting[165]. - The Company has not received any complaints regarding illegal accounting or auditing practices since January 1, 2023[168]. - The Company has no obligations related to off-balance sheet arrangements[169]. - The Company’s subsidiaries are wholly owned and free of any encumbrances, ensuring full ownership[154]. - The Company has made available true and complete copies of statutory statements for its Insurance Companies for the years ended December 31, 2022, 2023, and 2024[161]. - The Proxy Statement will comply with the applicable requirements of the Exchange Act when filed[163]. - The Company has timely filed all required Tax Returns and paid all due Taxes, ensuring compliance with applicable Laws[4]. - There are no ongoing Tax Proceedings against the Company or its Subsidiaries that could result in material liabilities[4]. - The Company has complied with all applicable Laws regarding employee benefit plans, ensuring timely contributions and filings[178]. - No Company Benefit Plan has been subject to examination or investigation by any Governmental Entity since January 1, 2023[179]. - The Company has not maintained any defined benefit pension plans or multiemployer plans within the last six years, mitigating potential liabilities[180]. - The minimum funding standards for Title IV Plans have been satisfied, with no outstanding liabilities under ERISA[181]. - Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has received favorable determination letters from the IRS[183]. - The execution of the Agreement will not trigger any severance pay or accelerate benefits for employees[186]. - No Tax gross-up payments are owed to any Person due to excise Taxes under Section 4999 of the Code[188]. - Each Company Stock Option has been granted with an exercise price at or above the fair market value of the underlying Share at the time of grant[189]. - Since January 1, 2023, the Company and its Subsidiaries have not been involved in any collective bargaining agreements with labor unions[190]. - The Company has complied with all applicable labor laws since January 1, 2023, with no material non-compliance issues reported[191]. - No allegations of sexual harassment or misconduct have been made against any managerial employees since January 1, 2023[192]. - The Company is not delinquent in payments to current or former employees, except for minor arrearages in the ordinary course of business[193]. - The Company has been in full compliance with the WARN Act since January 1, 2023, with no required notifications to employees[196]. - There have been no violations of applicable laws since January 1, 2023, that would be expected to be material to the Company[197]. - The Company has maintained compliance with Anti-Money Laundering Laws and anti-bribery laws since January 1, 2023[198]. - No disclosures or investigations related to non-compliance with Economic Sanctions or Anti-Money Laundering Laws have occurred since January 1, 2023[199]. - The Company has not received any notices alleging violations of Environmental Laws and is in compliance with applicable Environmental Laws[200].