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EQUITABLE HOLDINGS, INC.

(EQH)
  Report
Delayed Nyse  -  04:00 2022-12-02 pm EST
31.98 USD   +0.28%
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EQUITABLE HOLDINGS, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

10/03/2022 | 04:28pm EST

Item 1.01 Entry Into a Material Definitive Agreement

On October 3, 2022, a subsidiary of Equitable Holdings, Inc., a Delaware corporation (the "Company"), Equitable Financial Life Insurance Company, a New York-domiciled insurance company ("EFLIC"), completed the transactions (the "Transaction") contemplated by the previously announced Master Transaction Agreement, dated August 16, 2022, (the "Agreement"), by and between EFLIC and First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled insurance company (the "Reinsurer").

At the closing of the Transaction, EFLIC and the Reinsurer entered into a Coinsurance and Modified Coinsurance Agreement (the "Reinsurance Agreement"), pursuant to which EFLIC ceded to Reinsurer, on a combined coinsurance and modified coinsurance basis, a 50% quota share of approximately 360,000 legacy Group EQUI-VEST® deferred variable annuity contracts issued by EFLIC between 1980 and 2008, which predominately include EFLIC's highest guaranteed general account crediting rates of 3%, supported by general account assets of approximately $4 billion and $6 billion of separate account value (the "Reinsured Contracts"). At the closing of the Transaction, Reinsurer deposited assets supporting the general account liabilities relating to the Reinsured Contracts into a trust account for the benefit of EFLIC, which assets will secure its obligations to EFLIC under the Reinsurance Agreement. EFLIC reinsured the separate accounts relating to the Reinsured Contracts on a modified coinsurance basis. Commonwealth Annuity and Life Insurance Company, an insurance company domiciled in the Commonwealth of Massachusetts and affiliate of Reinsurer ("Commonwealth), provided a guarantee of Reinsurer's payment obligation to EFLIC under the Reinsurance Agreement. In addition, the investment of assets in the trust account will be subject to investment guidelines and certain capital adequacy related triggers will require enhanced funding. The Reinsurance Agreement also contains additional counterparty risk management and mitigation provisions. At the closing of the Transaction, AllianceBernstein L.P., a subsidiary of the Company ("AB"), entered into an investment advisory agreement with Reinsurer pursuant to which AB will serve as the preferred investment manager of certain general account assets transferred to the trust account. EFLIC will continue to administer the Reinsured Contracts.

The foregoing description of the Reinsurance Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Reinsurance Agreement, a copy of which will be filed along with the Company's 10-Q later this quarter.

Item 7.01 Regulation FD Disclosure

On October 3, 2022, the Company issued a press release announcing the completion of the Transaction. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

As provided in General Instruction B.2 of Form 8-K, the information and exhibits provided pursuant to this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1      Press Release of Equitable Holdings, Inc., dated October 3, 2022
        (furnished and not filed).

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).



                                     - 2 -

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