February 28, 2024

Item 1.01 Entry Into a Material Definitive Agreement
On August 16, 2022, a subsidiary of Equitable Holdings, Inc., a Delaware
corporation (the “Company”), Equitable Financial Life Insurance Company, a New
-domiciled insurance company (the “EFLIC”), entered into a Master
Transaction Agreement (the “Agreement”) with First Allmerica Financial Life
Insurance Company
, a Massachusetts-domiciled insurance company (“Reinsurer”),
pursuant to which, among other things, at the closing of the transactions
contemplated thereby, Reinsurer and EFLIC will enter into a coinsurance and
modified coinsurance agreement (the “Reinsurance Agreement”) pursuant to which
EFLIC will cede to the Reinsurer, on a combined coinsurance and modified
coinsurance basis, a 50% quota share of legacy Group EQUI-VEST® deferred
variable annuity contracts issued by EFLIC between 1980 and 2008, which
predominantly include EFLIC’s policies with the 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”).
Reinsurer will deposit assets supporting the general account liabilities
relating to the Reinsured Contracts into a trust account for the benefit of the
Company, which assets will secure its obligations to EFLIC under the Reinsurance
Agreement. EFLIC will reinsure 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
and affiliate of Reinsurer, will provide 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.
Based on estimates as of June 30, 2022, as consideration for the transaction,
the Company, through EFLIC, expects to receive from Reinsurer a positive ceding
commission of approximately $1.1 billion. The reinsurance transaction also
mitigates EFLIC’s remaining Regulation 213 redundant reserves, securing future
cash flows. The reinsurance transaction results in a limited impact to Group
Retirement operating earnings of $10-15 million earnings per annum.
Under the terms of the Agreement, at closing of the transactions,
AllianceBernstein L.P., an affiliate of the Company (“AB”), will enter into an
investment advisory agreement with Reinsurer, with specific terms to be agreed
between the date hereof and the closing of the transactions, pursuant to which
AB will be the preferred investment manager for approximately half of the
general account assets to be transferred to the trust account as of June 30,
for, subject to certain provisions, a minimum of five years. EFLIC will
continue to administer the Reinsured Contracts.
The Agreement contains customary representations and warranties as well as
covenants by each of the parties. The representations and warranties in the
Agreement are the product of negotiation among the parties to the Agreement and
are for the sole benefit of such parties. Any inaccuracies of such
representations and warranties are subject to waiver by such parties in
accordance with the Agreement without notice or liability to any other person.
In some instances, the representations and warranties in the Agreement may
represent an allocation among the parties of risk associated with particular
matters, and the assertions embodied in those representations and warranties are
qualified by information disclosed by one party to the other in connection with
the execution of the Agreement. Consequently, persons other than the parties to
the Agreement may not rely upon the representations and warranties in the
Agreement as characterizations of actual facts or circumstances as of the date
of the Agreement or as of any other date. Each of EFLIC and Reinsurer has agreed
to indemnify the other party and their respective affiliates with respect to
certain losses arising out of or resulting from breaches of its representations,
warranties and covenants, as well as for certain other matters.
The transaction is expected to close in the second half of 2022. The
consummation of the closing under the Agreement is subject to the satisfaction
or waiver of customary closing conditions specified in the Agreement, including,
among other things, (i) the receipt of required regulatory approvals, without
imposing a burdensome condition, and (ii) absence of a material adverse effect
on Reinsurer (in the case of EFLIC) or the Reinsured Contracts (in the case of
Reinsurer), subject to certain exceptions and qualifications.
Item 7.01 Regulation FD Disclosure
On August 16, 2022, the Company issued a press release announcing entry into the
Agreement and the transactions contemplated thereby. Additional details about
this transaction can be found in such press release issued by the Company on
August 16, 2022 and furnished as Exhibit 99.1 to this 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
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. “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
COVID-19 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, 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) legal and regulatory risks,
including federal and state legislation affecting financial institutions,
insurance regulation and tax reform; (ix) risks related to our common stock and
(x) general risks, including strong industry competition, information systems
failing or being compromised and protecting our intellectual property.
Forward-looking statements 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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