DE Insurance Department Details Review of Brighthouse Acquisition

The Delaware Department of Insurance is reviewing an application from Aquarian Capital LLC and its affiliates to acquire control of Brighthouse Life Insurance Company through what is commonly referred to in the regulatory community as a “Form A application.”

The proposed acquisition has generated significant national and international interest, as well as questions about the Department’s regulatory review process, a process which is standardized by law. While the Department does not typically comment publicly on pending Form A applications, it is providing information about the review process to promote transparency and avoid speculation about the status of the application.

“The Department is using its expertise, along with carefully selected outside specialists, to evaluate the proposed transaction and ensure it meets all applicable regulatory requirements,” explained Insurance Commissioner Trinidad Navarro. “This is not a regulatory procedure for its own sake; it is a process designed to protect policyholders and the public by ensuring rigorous evaluation of significant transactions. We are proud to conduct an informed and thorough assessment and appreciate both the interest of the public and the patience of all parties.”

As part of its review, which takes place in accordance with Chapter 50 of the Delaware Insurance Code and related regulations, the Department is analyzing information submitted with the application and requesting additional information, as necessary.

The Department has retained outside experts with specialized knowledge relevant to the transaction. Depending on the needs of a particular Form A application, outside experts may include actuaries, valuation experts, financial advisors, auditors, accountants, attorneys, and investigators. Coordination with other state, national and international regulators whose involvement may be required as part of the review is also taking place.

If the Department determines that the application is complete and that the requirements of Delaware law have been satisfied, a public hearing will be scheduled and will be presided over by an officer selected by the Commissioner. Notice will be provided in accordance with Delaware law. The hearing process may include consideration of public comment and will be available virtually.

Following the hearing, the officer will submit Findings of Fact and Recommended Conclusions of Law to the Commissioner for review, along with a Proposed Order. The transaction may proceed only after the Commissioner issues a Final Order.

“The Department cannot comment on the timing of any potential public hearing, and no inference should be drawn regarding the current stage of the review beyond the fact that the Department will continue to follow the process and requirements established by Delaware law,” Commissioner Navarro said.

The Department regularly reviews significant insurance transactions both domestically and globally and maintains the expertise necessary to evaluate complex transactions while protecting policyholders and the public. Commissioner Navarro is required to remain neutral throughout the process until the hearing officer has submitted recommendations. Accordingly, he has delegated Deputy Insurance Commissioner Tanisha Merced, Esquire, to oversee all aspects of the transaction.