AM Best has placed under review with negative implications the Financial Strength Rating (FSR) of A (Excellent) and the Long-Term Issuer Credit Ratings (Long-Term ICR) of “a+” (Excellent) of Brighthouse Life Insurance Company (headquartered in Charlotte, NC), New England Life Insurance Company (Boston, MA) and Brighthouse Life Insurance Company of NY (New York, NY). These entities collectively are referred to as Brighthouse and are operating insurance subsidiaries of Brighthouse Financial, Inc. (Brighthouse Financial) (headquartered in Charlotte, NC) [NASDAQ: BHF].

Concurrently, AM Best has placed under review with negative implications the Long-Term ICR of “bbb+” (Good) and the Long-Term Issue Credit Ratings (Long-Term IRs) of Brighthouse Financial. Additionally, AM Best has placed under review with negative implications the Long-Term ICR of “bbb+” (Good) and the Long-Term IRs of Brighthouse Holdings, LLC, Brighthouse Financial’s intermediate holding company. (See below for a detailed listing of the Long-Term IRs.)

The under review with negative implications status reflects the recent announcement of a definitive merger agreement under which an affiliate of Aquarian Capital LLC (Aquarian Capital) will acquire Brighthouse Financial for $70.00 per share in an all-cash transaction valued at approximately $4.1 billion. Per the announcement, following the closing of the transaction, Brighthouse Financial will operate as a standalone entity within the Aquarian Capital portfolio, its president and chief executive officer will remain in place, and Brighthouse Financial will continue to be headquartered in Charlotte, NC, with the same name and brand. The transaction is expected to close in 2026, pending shareholder and regulatory approvals.

The negative implications are mostly as a result of transaction and execution risks. Aquarian Capital has a solid track record for acquiring and managing other insurance companies; however, there is scalability risk due to the size of Brighthouse Financial. Additionally, the acquisition has execution risk over the near term. There is no additional debt at the insurance company level; however, Aquarian Capital will take on debt at its holding company, Aquarian Holdings LLC.

The Credit Ratings (ratings) reflect Brighthouse’s balance sheet strength, which AM Best assesses as strong, as well as its strong operating performance, favorable business profile and appropriate enterprise risk management. The most recent ratings review was conducted in January 2025, which resulted in the Long-Term ICRs receiving negative outlooks, while the FSR’s outlook remained stable. AM Best will monitor execution of the transaction and will reassess the ratings as the process moves forward, as well as at the close of the transaction.

The following Long-Term IRs have been placed under review with negative implications:

Brighthouse Financial, Inc.—

— “bbb+” (Good) on $1.5 billion 3.7% senior unsecured notes, due 2027

— “bbb+” (Good) on $615 million 5.625% senior unsecured notes, due 2030

— “bbb+” (Good) on $1.5 billion 4.7% senior unsecured notes, due 2047

— “bbb+” (Good) on $400 million 3.85% senior unsecured notes, due 2051

— “bbb-” (Good) on $375 million 6.25% junior subordinated debentures, due 2058

— “bbb-” (Good) on $425 million 6.6% non-cumulative preferred stock, Series A

— “bbb-” (Good) on $402.5 million 6.75% non-cumulative preferred stock, Series B

— “bbb-” (Good) on $575 million 5.375% non-cumulative preferred stock, Series C

— “bbb-” (Good) on $350 million 4.625% non-cumulative preferred stock, Series D

Brighthouse Holdings, LLC—

— “bbb-” (Good) on $50 million fixed rate cumulative preferred units, Series A

The following Long-Term IR has been placed under review with negative implications:

Brighthouse Financial Institutional Funding I, LLC—“a+” (Excellent) program rating

The following indicative Long-Term IRs have been placed under review with negative implications:

Brighthouse Financial, Inc.—

— “bbb+” (Good) on senior unsecured debt

— “bbb” (Good) on subordinated debt

— “bbb-” (Good) on preferred stock

— “bbb-” (Good) on junior subordinated debt

This press release relates to Credit Ratings that have been published on AM Best’s website. For all rating information relating to the release and pertinent disclosures, including details of the office responsible for issuing each of the individual ratings referenced in this release, please see AM Best’s Recent Rating Activity web page. For additional information regarding the use and limitations of Credit Rating opinions, please view Guide to Best's Credit Ratings. For information on the proper use of Best’s Credit Ratings, Best’s Performance Assessments, Best’s Preliminary Credit Assessments and AM Best press releases, please view Guide to Proper Use of Best’s Ratings & Assessments.

AM Best is a global credit rating agency, news publisher and data analytics provider specializing in the insurance industry. Headquartered in the United States, the company does business in over 100 countries with regional offices in London, Amsterdam, Dubai, Hong Kong, Singapore and Mexico City. For more information, visit www.ambest.com.

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