Item 3.03 Material Modification to Rights of Security Holders
Upon issuance of the Fixed Rate Noncumulative Perpetual Preferred Stock, Series
A, par value $1.00 per share and liquidation preference $25,000 per share (the
"Preferred Stock") by AXA Equitable Holdings, Inc. (the "Company") expected to
take place on November 27, 2019, the ability of the Company to declare or pay
dividends on, or purchase, redeem or otherwise acquire, shares of its common
stock or any shares of the Company that rank junior to, or on parity with, the
Preferred Stock will be subject to certain restrictions in the event that the
Company does not declare and pay (or set aside) dividends on the Preferred Stock
for the last preceding dividend period. The terms of the Preferred Stock,
including such restrictions, are more fully described in the Certificate of
Designations for the Preferred Stock, a copy of which is attached as Exhibit 3.1
hereto and incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 20, 2019, Gérald Harlin resigned as a director of the Company.
Mr. Harlin's resignation follows the completion on November 13, 2019 of AXA
S.A.'s ("AXA") follow-on secondary offering of common stock of the Company,
which reduced AXA's ownership interest in the Company to approximately 10%. As a
result of AXA ceasing to beneficially own more than 35% of the Company's
outstanding common stock, the number of directors that AXA may designate to the
Company's board of directors decreased from three to two.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On November 21, 2019, the Company filed a Certificate of Designations with the
Secretary of State of the State of Delaware to establish the preferences,
limitations and relative rights of the Preferred Stock. The Certificate of
Designations became effective upon filing, a copy of which is attached as
Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events
On November 20, 2019, the Company entered into an Underwriting Agreement (the
"Underwriting Agreement") with Morgan Stanley & Co. LLC, BofA Securities, Inc.,
Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives
of the several underwriters named therein (the "Underwriters"), with respect to
the offer and sale by the Company of an aggregate of 29,000,000 depositary
shares (the "Depositary Shares"), each representing a 1/1,000th interest in a
share of the Preferred Stock. The offering and sale of the Depositary Shares and
Preferred Stock were registered under the Company's registration statement on
Form S-3 (File No. 333-234788), and a prospectus supplement related to the
Depositary Shares dated November 20, 2019 (filed with the Commission pursuant to
Rule 424(b)(5) under the Securities Act of 1933, as amended). The Company has
granted the Underwriters an option to purchase up to an additional 4,350,000
Depositary Shares to cover over-allotments, if any.
The Underwriting Agreement is being filed with this Current Report on Form 8-K
as Exhibit 1.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
1.1 Underwriting Agreement, dated as of November 20, 2019, among the
Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., Wells
Fargo Securities, LLC and J.P. Morgan Securities LLC, as
representatives of the several underwriters named therein.
3.1 Certificate of Designations with respect to the Preferred Stock of
the Company, dated November 21, 2019.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
EQUITABLE HOLDINGS, INC. 
