Equitable Holdings Announces Cash Tender Offer for Up to $500 Million Aggregate Purchase Price of Its Debt Securities

NEW YORK, June 03, 2024--(BUSINESS WIRE)--Equitable Holdings, Inc. (the "Company") (NYSE: EQH), the leading financial services holding company of Equitable, AllianceBernstein and Equitable Advisors, today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase the outstanding debt securities listed in the table below (collectively, the "Notes" and each a "Series" of Notes) having an aggregate purchase price (excluding accrued interest) of up to $500,000,000 (the "Maximum Aggregate Purchase Price"), in the order of priority, and subject to the Series Cap shown in the table below. Capitalized terms used in this press release and not defined herein have the meanings given to them in the Offer to Purchase.

Title of Security		CUSIP / ISIN		Aggregate Principal Amount Outstanding				Series Cap (1)				Acceptance Priority Level (2)			Reference U.S. Treasury Security		Bloomberg Reference   Page (3)		Fixed Spread (basis points)   (4)
4.572% Senior Notes due 2029 (previously Pre-Capitalized Trust Securities issued by Pine Street Trust I under ISIN US722844AA56)		054561AN5/ US054561AN50		$	600,000,000			$	275,000,000			1			4.500% U.S. Treasury due May 31, 2029		FIT1			75
7.000% Senior Debentures due 2028		29444GAJ6/ US29444GAJ67		$	350,000,000			$	100,000,000			2			4.500% U.S. Treasury due May 31, 2029		FIT1			70
5.000% Senior Notes due 2048		054561AM7/ US054561AM77   U0507EAD6 / USU0507EAD68 (Reg S)   054561AK1/ US054561AK12 (Rule 144A		$	1,500,000,000			$	125,000,000			3			4.250% U.S. Treasury due February 15, 2054		FIT1			110

(1)		The Series Cap represents the maximum aggregate principal amount of such series of Notes that will be purchased. The Company reserves the right, but is under no obligation, to increase, decrease or eliminate the Series Cap at any time, including on or after the Price Determination Date, subject to applicable law.
(2)		Subject to the Maximum Aggregate Purchase Price, the Series Cap and proration, the principal amount of each series of Notes that is purchased in the Tender Offer will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 3 being the lowest) specified in this column.
(3)		The Bloomberg Reference Page is provided for convenience only. To the extent any Bloomberg Reference Page changes prior to the Price Determination Date (as defined below), the Lead Dealer Manager referred to below will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page.
(4)		Includes the Early Tender Premium of $30.00 per $1,000 principal amount of Notes for each Series.

The terms and conditions of the Tender Offer are described in an Offer to Purchase dated June 3, 2024 (as it may be amended or supplemented, the "Offer to Purchase"). The Tender Offer is subject to the satisfaction of certain conditions as set forth in the Offer to Purchase, including (i) the settlement of the new issuance of Pre-Capitalized Trust Securities by Pine Street Trust III, a Delaware statutory trust, to several initial purchasers and (ii) the settlement and receipt of proceeds from the sale by the Company of the Eligible Assets associated with the 2029 P-Caps (each, as defined below and together with (i), the "Financing Condition").

Subject to applicable law, the Company may waive any and all of these conditions or extend, terminate or withdraw the Tender Offer with respect to one or more Series of Notes including increase or decrease the Maximum Aggregate Purchase Price and/or increase, decrease or eliminate the Series Cap at any time, including on or after the Price Determination Date. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered.

In April 2019, the Company raised an aggregate of $1,000,000,000 of contingent liquidity via the issuance of (i) an aggregate principal amount of $600,000,000 of the 4.572% pre-capitalized trust securities due February 15, 2029 (CUSIP No. 722844AA5) (the "2029 P-Caps") by Pine Street Trust I, a Delaware statutory trust ("Trust I") and (ii) an aggregate principal amount of $400,000,000 of the 5.568% pre-capitalized trust securities due February 15, 2049 (CUSIP No. 72284LAA70) by Pine Street Trust II, a Delaware statutory trust. The Company values contingent liquidity as a flexible, off-balance method of managing its liquidity and capital.

As of June 3, 2024, the date of the commencement of the Tender Offer, the 4.572% Senior Notes due 2029 (CUSIP No. 054561AN5) (the "2029 Notes") are represented by a $0 balance definitive certificate held in the name of Trust I and the Company intends to exercise its issuance right in full under that certain Facility Agreement, dated April 5, 2019, between the Company, Trust I and The Bank of New York Mellon, the trustee for the 2029 Notes (the "Exercise"), which provided the Company with the right to require Trust I to purchase certain senior unsecured notes of the Company in exchange for the portfolio of principal and interest strips of U.S. Treasury securities held by Trust I (the "Eligible Assets"). The net proceeds from such sale of Eligible Assets will be used to fund the Tender Offer, which will allow the Company to manage its near-term maturity profile in a cost-efficient manner while providing participating Holders liquidity.

Following the Company’s Exercise of the issuance right, the Company will:

(i)		issue $600,000,000 principal amount of the 2029 Notes to Trust I on June 6, 2024 in exchange for the Eligible Assets;
(ii)		waive its right to repurchase the 2029 Notes; and
(iii)		direct the trustee of Trust I to dissolve Trust I in accordance with its declaration of trust and deliver the 2029 Notes to the beneficial holders of the 2029 P-Caps pro rata in respect of each 2029 P-Cap, which is expected to occur on or before June 11, 2024 (the "Exchange Date").

Upon delivery through The Depository Trust Company ("DTC") on the Exchange Date, the beneficial holders of the 2029 P-Caps will become beneficial holders of the 2029 Notes and be eligible to tender their 2029 Notes in the Tender Offer. The 2029 P-Caps are not subject to the Tender Offer and beneficial holders of the 2029 P-Caps must wait until DTC updates their position on the Exchange Date to reflect beneficial ownership of the 2029 Notes before they can participate in the Tender Offer. Any questions or requests for assistance with respect to the tender of the 2029 Notes may be directed to Global Bondholder Services Corporation, the Tender and Information Agent for the Tender Offer, at the address and telephone numbers on the back cover of the Offer to Purchase.

Alongside the Tender Offer, the Company also announced its intention to raise more contingent liquidity via the contemplated issuance of new pre-capitalized trust securities from Pine Street Trust III. This offering, when combined with the Exercise of the 2029 P-Caps, will allow the Company to increase and extend its contingent liquidity profile in a higher rate environment than that of February 2019 (which was the date of the original issuance of the 2029 P-Caps) and at a lower ongoing cost.

The amounts of each Series of Notes that are purchased in the Tender Offer will be determined in accordance with the priorities identified in the column Acceptance Priority Level in the table above and will be subject to the Series Cap. The Tender Offer will expire at 5:00 p.m., New York City time, on July 2, 2024, unless extended (such date and time, as the same may be extended, the "Expiration Date") or earlier terminated. In order to receive the applicable Total Tender Offer Consideration, holders of Notes subject to the Tender Offer must validly tender and not validly withdraw their Notes before the Early Tender Deadline, which is 5:00 p.m., New York City time, on June 14, 2024, unless extended. Holders of Notes subject to the Tender Offer who validly tender their Notes after the Early Tender Deadline and before the Expiration Date and whose Notes are accepted for purchase will receive the applicable Late Tender Offer Consideration.

The applicable Total Tender Offer Consideration for each $1,000 in principal amount of Notes tendered and not withdrawn before the Early Tender Deadline and accepted for payment pursuant to the Tender Offer on the Early Settlement Date (as defined below) will be determined in the manner described in the Offer to Purchase. The consideration will be determined by reference to a fixed spread specified for each Series of Notes over the yield based on the bid-side price of the applicable Reference U.S. Treasury Security specified in the table above, as fully described in the Offer to Purchase. The consideration will be calculated by the Lead Dealer Manager for the Tender Offer at 10:00 a.m., New York City time, on the business day immediately following the Early Tender Deadline, unless extended (such date and time, as the same may be extended, the "Price Determination Date"). The Price Determination Date is expected to be June 17, 2024. The Early Tender Premium for each Series of Notes is $30.00 per $1,000 principal amount of Notes. The "Late Tender Offer Consideration" for the Notes purchased pursuant to the Tender Offer will be calculated by taking the Total Tender Offer Consideration for the applicable Series of Notes and subtracting from it the Early Tender Premium of $30.00 per $1,000 principal amount of Notes.

In addition to the applicable Total Tender Offer Consideration or applicable Late Tender Offer Consideration, as the case may be, accrued and unpaid interest up to, but not including, the applicable Settlement Date will be paid in cash on all validly tendered Notes accepted for purchase in the Tender Offer. The purchase price plus accrued and unpaid interest for Notes that are validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase will be paid by the Company in same day funds promptly following the Early Tender Deadline (the "Early Settlement Date"). The Company expects that the Early Settlement Date will be June 20, 2024, the third business day after the Early Tender Deadline. The purchase price plus accrued and unpaid interest for Notes that are validly tendered after the Early Tender Deadline and on or before the Expiration Date and accepted for purchase will be paid by the Company in same day funds promptly following the Expiration Date (the "Final Settlement Date"). The Company expects that the Final Settlement Date will be July 5, 2024, the second business day after the Expiration Date, assuming Notes representing an aggregate purchase price equal to the Maximum Aggregate Purchase Price are not purchased on the Early Settlement Date. No tenders will be valid if submitted after the Expiration Date. If Notes are validly tendered and not validly withdrawn having an aggregate purchase price equal to or greater than the Maximum Aggregate Purchase Price as of the Early Tender Deadline, Holders who validly tender Notes after the Early Tender Deadline but on or before the Expiration Date will not have any of their Notes accepted for purchase, subject to the Series Cap. Holders of Notes subject to the Tender Offer who validly tender their Notes on or before the Early Tender Deadline may not withdraw their Notes after 5:00 p.m., New York City time, on June 14, 2024, unless extended (such date and time, as the same may be extended, the "Withdrawal Deadline"), except in the limited circumstances described in the Offer to Purchase. Holders of Notes subject to the Tender Offer who validly tender their Notes after the Withdrawal Deadline but on or before the Expiration Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.

Subject to the Maximum Aggregate Purchase Price and the Series Cap, all Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any validly tendered and not validly withdrawn Notes having a lower Acceptance Priority Level, and all Notes validly tendered after the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Notes tendered after the Early Tender Deadline having a lower Acceptance Priority Level. However, if Notes are validly tendered and not validly withdrawn having an aggregate purchase price less than the Maximum Aggregate Purchase Price as of the Early Tender Deadline, Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline, subject to the Series Cap, will be accepted for purchase in priority to Notes tendered after the Early Tender Deadline, even if such Notes tendered after the Early Tender Deadline have a higher Acceptance Priority Level than Notes validly tendered and not validly withdrawn at or before the Early Tender Deadline. Notes of the Series in the last Acceptance Priority Level accepted for purchase in accordance with the terms and conditions of the Tender Offer may be subject to proration so that the Company will only accept for purchase Notes having an aggregate purchase price of up to the Maximum Aggregate Purchase Price.

From time to time, the Company may purchase additional Notes in the open market, in privately negotiated transactions, through tender offers or otherwise, or may redeem Notes pursuant to the terms of the applicable indenture governing the applicable Series of Notes. Any future purchases or redemptions may be on the same terms or on terms that are more or less favorable to Holders of Notes than the terms of the Tender Offer. Any future purchases by the Company will depend on various factors existing at that time. There can be no assurance as to which, if any, of these alternatives (or combinations thereof) the Company may choose to pursue in the future. The effect of any of these actions may directly or indirectly affect the price of any Notes that remain outstanding after the consummation or termination of the Tender Offer.

Notwithstanding any other provision of the Tender Offer, the Company’s obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn, if applicable, pursuant to the Tender Offer (up to the Maximum Aggregate Purchase Price, the Series Cap and subject to proration) is subject to, and conditioned upon, the satisfaction of or, where applicable, its waiver of, the General Conditions and the Financing Condition.

TD Securities (USA) LLC is the Sole Structuring Advisor and Lead Dealer Manager and Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC are serving as Dealer Managers for the Tender Offer. Global Bondholder Services Corporation is the Tender and Information Agent. Persons with questions regarding the Tender Offer should contact TD Securities (USA) LLC at +1 (866) 584-2096 (toll-free) or at +1 (212) 827-2806 (collect); Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or at (212) 357-1452 (collect); or J.P. Morgan Securities LLC at (866) 834-4666 (toll-free) or at (212) 834-7489 (collect). Questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to Global Bondholder Services Corporation at (212) 430-3774 (banks and brokers) or (855) 654-2015 (toll-free), in writing at 65 Broadway, Suite 404, New York, New York, 10006 or by email at contact@gbsc-usa.com.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is made only by the Offer to Purchase and the information in this press release is qualified by reference to the Offer to Purchase dated June 3, 2024. There is no separate letter of transmittal in connection with the Offer to Purchase. None of the Company, the Company’s Board of Directors, the Lead Dealer Manager, the Dealer Managers, the Tender Agent and Information Agent or the trustees with respect to any Notes is making any recommendation as to whether holders should tender any Notes in response to the Tender Offer, and neither the Company nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their Notes, and, if so, the principal amount of Notes to tender.

About Equitable Holdings

Equitable Holdings, Inc. (NYSE: EQH) is a leading financial services holding company comprised of complementary and well-established businesses, Equitable, AllianceBernstein and Equitable Advisors. Equitable Holdings has $974 billion in assets under management and administration (as of 3/31/2024) and more than 5 million client relationships globally. Founded in 1859, Equitable provides retirement and protection strategies to individuals, families and small businesses. AllianceBernstein is a global investment management firm that offers diversified investment services to institutional investors, individuals and private wealth clients. Equitable Advisors, LLC (Equitable Financial Advisors in MI and TN) has 4,300 duly registered and licensed financial professionals that provide financial planning, wealth management, retirement planning, protection and risk management services to clients across the country.

Reference to the 1859 founding applies specifically and exclusively to Equitable Financial Life Insurance Company (NY, NY).

Note Regarding Forward-Looking Statements:

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expects," "believes," "anticipates," "intends," "seeks," "aims," "plans," "assumes," "estimates," "projects," "should," "would," "could," "may," "will," "shall" or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Equitable Holdings, Inc. ("Holdings") and its consolidated subsidiaries. These forward-looking statements include, but are not limited to, statements regarding projections, estimates, forecasts and other financial and performance metrics and projections of market expectations. "We," "us" and "our" refer to Holdings and its consolidated subsidiaries, unless the context refers only to Holdings as a corporate entity. There can be no assurance that future developments affecting Holdings will be those anticipated by management. Forward-looking statements include, without limitation, all matters that are not historical facts.

These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (i) conditions in the financial markets and economy, including the impact of geopolitical conflicts and related economic conditions, equity market declines and volatility, interest rate fluctuations, impacts on our goodwill and changes in liquidity and access to and cost of capital; (ii) operational factors, including reliance on the payment of dividends to Holdings by its subsidiaries, protection of confidential customer information or proprietary business information, operational failures by us or our service providers, potential strategic transactions, changes in accounting standards, and catastrophic events, such as the outbreak of pandemic diseases including COVID-19; (iii) credit, counterparties and investments, including counterparty default on derivative contracts, failure of financial institutions, defaults by third parties and affiliates and economic downturns, defaults and other events adversely affecting our investments; (iv) our reinsurance and hedging programs; (v) our products, structure and product distribution, including variable annuity guaranteed benefits features within certain of our products, variations in statutory capital requirements, financial strength and claims-paying ratings, state insurance laws limiting the ability of our insurance subsidiaries to pay dividends and key product distribution relationships; (vi) estimates, assumptions and valuations, including risk management policies and procedures, potential inadequacy of reserves and experience differing from pricing expectations, amortization of deferred acquisition costs and financial models; (vii) our Investment Management and Research segment, including fluctuations in assets under management and the industry-wide shift from actively-managed investment services to passive services; (viii) recruitment and retention of key employees and experienced and productive financial professionals; (ix) subjectivity of the determination of the amount of allowances and impairments taken on our investments; (x) legal and regulatory risks, including federal and state legislation affecting financial institutions, insurance regulation and tax reform; (xi) risks related to our common stock and (xii) general risks, including strong industry competition, information systems failing or being compromised and protecting our intellectual property.

Forward-looking statements, including any financial guidance, should be read in conjunction with the other cautionary statements, risks, uncertainties and other factors identified in Holdings’ filings with the Securities and Exchange Commission. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.

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Contacts

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Erik Bass
(212) 314-2476
IR@equitable.com

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