BRIGHTHSE(US:BHFAO)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 and stockholder requirements[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 right to receive the merger consideration will automatically be canceled and cease 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 the parent or held in treasury, will be canceled without consideration[122]. - Company stock options will be deemed fully vested and converted into cash payments based on the merger consideration, with options having an exercise price equal to or greater than the merger consideration being canceled[127]. - Restricted stock units (RSUs) will also be fully vested and 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, with existing rights being converted into cash payments at the effective time[129]. - The payment fund for the merger consideration will be established prior to the effective time to ensure sufficient cash is available for all shareholders[135]. - Holders of book-entry shares will automatically receive the merger consideration without needing to deliver share certificates[136]. - The company must provide a certificate confirming it is not a "United States real property holding corporation" prior to closing[133]. 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 reduction strategies implemented are projected to save $30 million annually[110]. - The company reported a net income of $150 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 Debt Commitment Letter that outlines financing arrangements for transactions[33]. - The Company is subject to various economic sanctions and trade laws that may impact its operations[54]. - The Company has established a Deferred Compensation Plan for Non-Management Directors effective as of December 1, 2019[53]. - The Company has a defined process for handling Company Acquisition Proposals that involve significant assets or revenue[34]. - The Company must adhere to Collective Bargaining Agreements as part of its operational framework[32]. - The Company has a defined structure for its Employee Stock Purchase Plan effective April 3, 2024[41]. - The Company is required to maintain compliance with the Internal Revenue Code of 1986[32]. - The Company must consider the impact of general economic conditions on its financial performance[42]. - The Company Board unanimously determined that the Agreement and Transactions are fair and in the best interests of the Company and its stockholders[147]. - The only vote required for the adoption of the Agreement is the affirmative vote of a majority of the outstanding Shares[146]. - The Company is duly incorporated and in good standing under the Laws of the State of Delaware, with all corporate powers necessary to conduct its business[144]. - The Company has made available true, complete, and accurate copies of its Certificate of Incorporation and Bylaws as of the date of the Agreement[144]. - The execution and performance of the Agreement require no action or consent from any Governmental Entity other than certain filings and compliance with applicable laws[148]. - All outstanding shares of Company Capital Stock are fully paid and nonassessable[150]. - The Company has no outstanding obligations to repurchase or redeem any Company Securities, except for Company Equity Awards[151]. - Each Subsidiary of the Company is duly organized and in good standing under the laws of its jurisdiction, with all necessary powers to conduct its business[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]. - There have been no significant deficiencies or material weaknesses in internal control over financial reporting since January 1, 2023[167]. - The Company has no obligations related to off-balance sheet arrangements[169]. - The Company has not taken any actions that would require Parent's consent under specified sections since the Company Balance Sheet Date[170]. - There are no pending or threatened litigations that would be material to the Company and its Subsidiaries[172]. - 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 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[174]. - No Tax deficiencies have been asserted against the Company or its Subsidiaries that remain unpaid, settled, or withdrawn[175]. - The Company has not participated in any "listed transaction" as defined by Treasury Regulations, indicating a low risk of tax-related issues[175]. - There are no Encumbrances for Taxes on the Company's assets, ensuring clear ownership[175]. - The Company has complied with all applicable Laws regarding employee benefit plans, with timely contributions made[178]. - No material liabilities related to employee benefit plans have been incurred, ensuring financial stability[181]. - The Company has not maintained any defined benefit pension plans or multiemployer plans, reducing long-term liabilities[180]. - The consummation of the transactions will not trigger any additional payments or benefits to employees, maintaining cost control[186]. - Each Company Stock Option has been granted at an exercise price no less than the fair market value, ensuring compliance with valuation standards[189]. Labor and Compliance - Since January 1, 2023, the Company has not been involved in any collective bargaining agreements with labor unions[190]. - The Company and its Subsidiaries have complied with all applicable labor laws since January 1, 2023, with no material violations 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[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 anti-money laundering or anti-corruption laws since January 1, 2023[198]. - The Company has not received any notices or penalties for non-compliance with economic sanctions or trade laws since January 1, 2023[199]. - The Company and its Subsidiaries are in compliance with applicable environmental laws, with no violations reported[200].