Equitable Holdings, Inc.
1333986
Feb 24, 2025, 11:44 AM
0001193125-25-032727
Items (4)
Item 1.01 Entry Into a Material Definitive Agreement On February 21, 2025, subsidiaries of Equitable Holdings, Inc., a Delaware corporation (the “ Company”), entered into the364-DayTerm Loan Credit Agreement (the “ Term Loan Agreement”) with respect to a $500 million senior unsecured delayed-draw term loan (the “ Term Loan”). The Term Loan will be used, along with available cash and cash equivalents, to fund the Company’s tender offer (as described below) and pay related fees and expenses. The Term Loan is required to be repaid with the cash proceeds from the previously announced master transaction agreement, entered into on February 23, 2025, among the Company’s subsidiaries, Equitable Financial Life Insurance Company, Equitable Financial Life Insurance Company of America and Equitable Financial Life and Annuity Company, and Reinsurance Group of America (“ Reinsurer”), pursuant to which, among other things, at closing of the transactions contemplated thereby, Reinsurer would enter into reinsurance agreements, as reinsurer, with each such subsidiary, as ceding company, to reinsure 75% of such ceding companies’ in-forceindividual life insurance block on a pro-ratabasis (the “ RGA Reinsurance Transaction”), which is expected to close in mid-2025. The Term Loan Agreement contains certain administrative, reporting, legal and financial covenants, including requirements to maintain a specified minimum consolidated net worth and to maintain a ratio of indebtedness to total capitalization not in excess of a specified percentage, and limitations on the dollar amount of indebtedness that may be incurred by the Company’s subsidiaries and the dollar amount of secured indebtedness that may be incurred by the Company, which could restrict the Company’s operations and use of funds. The right to borrow funds under the Term Loan Agreement is subject to the fulfillment of certain conditions, including compliance with all covenants, and the ability to borrow thereunder is also subject to the continued ability of the lenders that are or will be parties to the facility to provide funds.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-BalanceSheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form8-Kis incorporated by reference into this Item 2.03.
Item 7.01 Regulation FD Disclosure
Item 9.01 Financial Statements and Exhibits