Brighthouse shareholders approve $4.1bn Aquarian Capital takeover
Merger approval clears major hurdle for life insurer's all-cash acquisition
Brighthouse Financial stockholders voted to approve the company's $4.1 billion acquisition by Aquarian Capital, removing a key regulatory hurdle and moving the life insurer toward completion of the all-cash deal.
The Charlotte-based insurer, which closed at $63.87 on Wednesday, secured shareholder backing for the $70 per share transaction, representing a 37% premium over its unaffected share price prior to the November 2025 announcement. The deal, first announced on November 6, 2025, is now expected to close in 2026, pending final regulatory approvals.
"This transaction represents an exciting new chapter for Brighthouse Financial," Chief Executive Eric Steigerwalt said when the deal was announced, characterizing the acquisition as the culmination of a strategic review process initiated by the board earlier in 2025. Under the terms of the agreement, Brighthouse will operate as a standalone entity within Aquarian Capital's portfolio, retaining its name, brand, and Charlotte headquarters. Steigerwalt will remain in his role as president and chief executive.
The merger consideration will be funded with committed financing, and the receipt of financing is not a condition for completing the transaction, according to regulatory filings. This structure provides additional certainty for shareholders as the deal progresses toward closing.
Aquarian Capital, a private equity firm, views the acquisition as aligning with its "strategic focus on the United States retirement market, which represents a significant and growing opportunity," according to Rudy Sahay, Founder and Managing Partner of Aquarian Capital. The firm intends to "preserve Brighthouse Financial's disciplined and thoughtful approach to distribution, products and services while accelerating its strategy through continued investment and customer focus."
The transaction is part of a broader trend of private equity firms acquiring US life insurers, driven by the search for stable capital and opportunities to expand investment management capabilities. Brighthouse, with its market capitalization of $3.64 billion, has established itself as a leading provider in the US life insurance and annuity markets, particularly known for its innovative Shield annuity products and its collaboration with BlackRock on LifePath Paycheck solutions.
Financial analysts have been closely watching the deal's progress. The company's current analyst target price stands at $65.50, below the $70 acquisition price but reflecting pre-merger valuation metrics. Brighthouse trades at a trailing price-to-earnings ratio of 4.48 and a forward P/E of 3.12, suggesting significant undervaluation relative to peers even before the takeover premium.
Brighthouse's position in the market includes leadership in variable annuities and a growing footprint in 401(k) plan services. The partnership with Aquarian Capital is expected to bolster the company's investment management capabilities through Aquarian Investments, potentially giving it a competitive edge in target-date funds and retirement income solutions.
The company reported revenue of $7.83 billion over the trailing twelve months, with quarterly earnings growth of 219.4% year-over-year, though quarterly revenue declined by 10.1%. The firm's profit margin stands at 12.3%, with an operating margin of 34%, demonstrating strong operational efficiency despite revenue fluctuations.
Following shareholder approval, the remaining conditions for transaction completion include antitrust clearance and insurance regulatory approvals. These regulatory hurdles are typically the final steps in insurance industry acquisitions, which require approval from state insurance departments across the company's operating jurisdictions.
For Brighthouse's existing customers and policyholders, the company has emphasized that the acquisition will not immediately impact existing contracts or services. The standalone operating structure within Aquarian's portfolio is designed to maintain business continuity while providing access to additional capital for growth initiatives.
The completion of this transaction would mark a significant development in the US retirement and life insurance landscape, as private capital continues to flow into the sector seeking exposure to demographic tailwinds and stable, long-term cash flows from annuity and life insurance products.