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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240602752698/en/
Investor Relations Erik Bass (212) 314-2476
IR@equitable.com
Media Relations Sophia Kim (212) 314-2010
mediarelations@equitable.com
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