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Correspondence 0001193125-24-043703 from BRIGHTHOUSE LIFE INSURANCE Co (CIK 0000733076)

BRIGHTHOUSE LIFE INSURANCE Co (CIK 0000733076)
Date: Feb. 23, 2024 · CIK: 0000733076 · Accession: 0001193125-24-043703

AI Filing Summary & Sentiment

File numbers found in text: 333-252817, 333-276469

Referenced dates: April 30, 2021

Date
February 23, 2024
Author
BRIGHTHOUSE LIFE INSURANCE COMPANY
Form
CORRESP
Company
BRIGHTHOUSE LIFE INSURANCE Co (CIK 0000733076)

Letter

333-276469 Selective Review

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, DC

Attn: Sonny Oh, Esq.

Senior Counsel, Division of Investment Management –

Disclosure Review and Accounting Office

February 23, 2024

Re: Request for Selective Review of Initial Registration Statement on Form S-3

Brighthouse Life Insurance Company

Brighthouse Fixed Annuity (File No. 333-276469)

To the Commission:

Carlton Fields, counsel to Brighthouse Life Insurance Company (the “Company”), previously submitted a transmittal letter on the Company’s behalf concerning the January 11, 2024 filing under the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s initial registration statement on Form S-3 (the “New Registration Statement”) for certain flexible premium group deferred annuity contracts (the “Contracts”), referred to as the Brighthouse Fixed Annuity (Strategic Value Annuity). The primary purpose for which the Initial Registration Statement was filed is to comply with the requirements in Rule 415(a)(5) under the Securities Act to file a new registration statement within three years of the effective date of the initial registration statement.

The Company is supplementing counsel’s prior correspondence to request selective review by the Securities and Exchange Commission’s staff (the “Staff”) of the New Registration Statement. The Company notes that the Staff previously reviewed the currently effective registration statement for the Contracts as follows:

• Fixed Annuity: File No. 333-252817; SEC Accession No. 0001193125-21-030985 (Initial Registration Statement) and SEC Accession No. 001193125-21-119516 (Pre-Effective Amendment No. 1); declared effective on April 30, 2021 (the “Current Registration Statement”).

The New Registration Statement for the Fixed Annuity is substantively similar to the Current Registration Statement, with the exception of certain clarifying, updating and other non-material changes. Accordingly, because the New Registration Statement will provide only very limited new material for review by the Staff, the Company requests that the New Registration Statement be accorded selective review by the Staff. In this connection, the Company notes that if the New Registration Statement were eligible to be filed pursuant to Rule 485 under the Securities Act, the Company would make the filing pursuant to Rule 485(b) because it does not include any material changes from the Current Registration Statement other than those noted above. The Company has reviewed the New Registration Statement and represents that it does not include any disclosures that would render it ineligible to become effective under Rule 485(b) (assuming that the New Registration Statement would be eligible for Rule 485 generally).

Page 1 of 2

To facilitate selective review of the New Registration Statement by the Staff, we have provided the Staff with a copy of the prospectus included in the Current Registration Statement (dated April 30, 2021) marked against the prospectus included in the New Registration Statement. The Company respectfully requests that the Staff limit its review to the highlighted changes reflected therein.

If you have any questions or comments regarding the New Registration Statement or this request for selective review, please call Tom Conner of Carlton Fields at (202) 965-8139.

Sincerely,
BRIGHTHOUSE LIFE INSURANCE COMPANY

Show Raw Text
CORRESP
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333-276469 Selective Review

 VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

100 F Street, NE

 Washington, DC
20549

 Attn: Sonny Oh, Esq.

 Senior Counsel, Division of Investment Management
–

 Disclosure Review and Accounting Office

February 23, 2024

Re:   Request for Selective Review of Initial Registration Statement on Form S-3

  Brighthouse Life Insurance Company

 Brighthouse Fixed Annuity (File No. 333-276469)

 To the Commission:

 Carlton Fields, counsel to Brighthouse
Life Insurance Company (the “Company”), previously submitted a transmittal letter on the Company’s behalf concerning the January 11, 2024 filing under the Securities Act of 1933, as amended (the “Securities Act”), of
the Company’s initial registration statement on Form S-3 (the “New Registration Statement”) for certain flexible premium group deferred annuity contracts (the “Contracts”), referred to
as the Brighthouse Fixed Annuity (Strategic Value Annuity). The primary purpose for which the Initial Registration Statement was filed is to comply with the requirements in Rule 415(a)(5) under the Securities Act to file a new registration statement
within three years of the effective date of the initial registration statement.

The Company is supplementing counsel’s prior correspondence to request selective review by the Securities and Exchange
Commission’s staff (the “Staff”) of the New Registration Statement. The Company notes that the Staff previously reviewed the currently effective registration statement for the Contracts as follows:

•   Fixed Annuity: File
No. 333-252817; SEC Accession No. 0001193125-21-030985 (Initial Registration Statement) and SEC Accession No. 001193125-21-119516 (Pre-Effective Amendment No. 1); declared effective on April 30, 2021 (the “Current
Registration Statement”).

 The
New Registration Statement for the Fixed Annuity is substantively similar to the Current Registration Statement, with the exception of certain clarifying, updating and other non-material changes. Accordingly,
because the New Registration Statement will provide only very limited new material for review by the Staff, the Company requests that the New Registration Statement be accorded selective review by the Staff. In this connection, the Company notes
that if the New Registration Statement were eligible to be filed pursuant to Rule 485 under the Securities Act, the Company would make the filing pursuant to Rule 485(b) because it does not include any material changes from the Current Registration
Statement other than those noted above. The Company has reviewed the New Registration Statement and represents that it does not include any disclosures that would render it ineligible to become effective under Rule 485(b) (assuming that the New
Registration Statement would be eligible for Rule 485 generally).

 Page 1 of 2

 To facilitate selective review of
the New Registration Statement by the Staff, we have provided the Staff with a copy of the prospectus included in the Current Registration Statement (dated April 30, 2021) marked against the prospectus included in the New Registration
Statement. The Company respectfully requests that the Staff limit its review to the highlighted changes reflected therein.

If you have any questions or comments regarding the New Registration Statement or this request for selective review, please
call Tom Conner of Carlton Fields at (202) 965-8139.

Sincerely,

BRIGHTHOUSE LIFE INSURANCE COMPANY

 By: /s/ Michele H. Abate

 Name: Michele H. Abate

 Title:  Vice President and Associate General Counsel

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