EQUITABLE HOLDINGS, INC. : Completion of Acquisition or Disposition of Assets, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K)

Item 2.01 Completion of Acquisition or Disposition of Assets

On June 1, 2021, Equitable Holdings, Inc., a Delaware corporation (the "Company"), completed its previously announced sale (the "Transaction") of Corporate Solutions Life Reinsurance Company, an insurance company domiciled in Delaware and wholly owned subsidiary of the Company ("CSLRC"), to Venerable Insurance and Annuity Company, an insurance company domiciled in Iowa ("VIAC"), pursuant to the Master Transaction Agreement, dated October 27, 2020 (the "Master Transaction Agreement"), among the Company, VIAC and, solely with respect to Article XIV thereof, Venerable Holdings, Inc., a Delaware corporation ("Venerable").

Pursuant to the Master Transaction Agreement, immediately prior to the closing of the Transaction, CSLRC effected the recapture of all of the business that was ceded to CS Life Re Company, an insurance company domiciled in Arizona and wholly owned subsidiary of CSLRC ("Reinsurance Subsidiary"), and sold 100% of the equity of the Reinsurance Subsidiary to another wholly owned subsidiary of the Company.

Immediately following the closing of the Transaction, CSLRC and Equitable Financial Life Insurance Company, a New York-domiciled life insurance company and a wholly owned subsidiary of the Company ("EFLIC"), entered into a coinsurance and modified coinsurance agreement (the "Reinsurance Agreement"), pursuant to which EFLIC ceded to CSLRC, on a combined coinsurance and modified coinsurance basis, legacy variable annuity policies sold by EFLIC between 2006-2008 (the "Block"), comprised of non-New York "Accumulator" policies containing fixed rate Guaranteed Minimum Income Benefit and/or Guaranteed Minimum Death Benefit guarantees. At the closing of the Transaction, CSLRC deposited assets supporting the general account liabilities relating to the Block into a trust account for the benefit of EFLIC, which assets will secure its obligations to EFLIC under the Reinsurance Agreement. At the closing of the Transaction, AllianceBernstein L.P., a subsidiary of the Company ("AB"), entered into an investment advisory agreement with CSLRC pursuant to which AB will serve as the preferred investment manager of the general account assets transferred to the trust account.

The cash purchase price paid to the Company by VIAC for CSLRC at the closing of the Transaction was based on estimated amounts and is subject to a post-close true-up mechanism pursuant to which the purchase price will be adjusted based on CSLRC's adjusted book value as of the closing date. VIAC also issued a surplus note in aggregate principal amount of $50 million to EFLIC for cash consideration.

Item 7.01 Regulation FD Disclosure

On June 1, 2021, 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 8.01 Other Events.

As noted above in Item 2.01, on June 1, 2021, EFLIC, a wholly owned subsidiary of the Company, entered into a Reinsurance Agreement with CSLRC, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K. Pursuant to Item 601 of Regulation S-K, the Company has redacted certain confidential portions of the Reinsurance Agreement.

On June 1, 2021, upon the completion of the Transaction, Equitable Investment Management Group, LLC, a wholly owned subsidiary of the Company, acquired an approximate 9.09% equity interest in Venerable's parent holding company, VA Capital Company LLC. In connection with such investment, Equitable Investment Management Group, LLC will have the right to designate a member of the Board of Managers of VA Capital Company LLC.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits



99.1      Press Release of Equitable Holdings, Inc., dated June 1, 2021 (furnished
        and not filed).

99.2      Coinsurance and Modified Coinsurance Agreement, dated as of June 1,
        2021, between Equitable Financial Life Insurance Company and Corporate
        Solutions Life Reinsurance Company (redacted), incorporated by reference
        to Exhibit 10.1 to the Current Report on Form 8-K filed by Equitable
        Financial Life Insurance Company on June 1, 2021.

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




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