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BHF Brighthouse Financial

Filed: 21 May 20, 4:34pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) or (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

LOGO

Brighthouse Financial, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 81-3846992
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification Number)

11225 North Community House Road

Charlotte, North Carolina 28277

 (980)365-7100
(Address of principal executive office and zip code) (Registrant’s telephone number, including area code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Depositary Shares, each representing a 1/1,000th interest in a share of 6.750%Non-Cumulative Preferred Stock, Series B The Nasdaq Stock Market LLC

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:333-227190

Securities to be registered pursuant to Section 12(g) of the Act:

None

 

 

(Title of Class)

 

(Title of Class)

 

 

 


INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

Brighthouse Financial, Inc. (the “Company”) hereby incorporates by reference the description of its depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of the Company’s 6.750%Non-Cumulative Preferred Stock, Series B (the “Series B Preferred Stock”), and the description of its Series B Preferred Stock contained in the Company’s Prospectus, dated September 5, 2018, under the headings “Description of Depositary Shares” and “Description of Capital Stock,” respectively, and in the Company’s Prospectus Supplement, dated May 18, 2020, under the headings “Description of the Depositary Shares” and “Description of the Series B Preferred Stock,” respectively, constituting part of the Registration Statement onFormS-3 (File No. 333-227190) filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, on September 5, 2018. The Depositary Shares have been approved for listing on The Nasdaq Stock Market LLC.

Item 2. Exhibits.

 

Exhibit
No.
  

Description

3.1  Amended and Restated Certificate of Incorporation of Brighthouse Financial, Inc., is incorporated herein by reference to Exhibit 3.1 to our Quarterly Report on Form10-Q, filed on August 15, 2017 (FileNo. 001-37905).
3.2  Certificate of Designations of Brighthouse Financial, Inc. with respect to the 6.750%Non-Cumulative Preferred Stock, Series B, dated May 19, 2020, filed with the Secretary of State of the State of Delaware and effective May 19, 2020 (the “Certificate of Designations”), is incorporated herein by reference to Exhibit 3.1 to our Current Report on Form8-K, filed on May 21, 2020 (FileNo. 001-37905).
3.3  Amended and Restated Bylaws of Brighthouse Financial, Inc., is incorporated herein by reference to Exhibit 3.2 to our Quarterly Report on Form10-Q, filed on August 15, 2017 (FileNo. 001-37905).
4.1  Certificate of Designations, filed as Exhibit 3.2.
4.2  Deposit Agreement, dated as of May  21, 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, is incorporated by reference to Exhibit 4.2 to our Current Report on Form8-K, filed on May 21, 2020 (FileNo. 001-37905).
4.3  Form of depositary receipt evidencing the Depositary Shares (included as Exhibit A to Exhibit 4.2).

 

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

BRIGHTHOUSE FINANCIAL, INC.
By:/s/ D. Burt Arrington                                        
Name: D. Burt Arrington
Title: Corporate Secretary

Date: May 21, 2020

 

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