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 principal amount of up to $500,000,000 (the “Maximum Aggregate Principal Amount”), 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) | |||||||
| 4.350% Senior Notes due 2028 | 054561AJ4 / US054561AJ49U0507EAC8 / USU0507EAC85(Reg S)054561AG0 / US054561AG00(Rule 144A) | $1,500,000,000 | $350,000,000 | 1 | 3.625% U.S. Treasury due August 15, 2028 | FIT1 | 40 bps | |||||||
| 7.000% Senior Debentures due 2028 | 29444GAJ6 / US29444GAJ67 | $250,711,000 | $50,000,000 | 2 | 3.625% U.S. Treasury due August 15, 2028 | FIT1 | 40 bps | |||||||
| 5.000% Senior Notes due 2048 | 054561AM7 / US054561AM77 U0507EAD6 / USU0507EAD68(Reg S) 054561AK1 / US054561AK12(Rule 144A) | $1,305,000,000 | N/A | 3 | 4.875% U.S. Treasury due August 15, 2045 | FIT1 | 90 bps |
| (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 (as defined herein), subject to applicable law. If any Notes are validly tendered and the principal amount of such tendered Notes exceeds the Series Cap as set forth in the table above, any principal amount of the Notes accepted for payment and purchased, on the terms and subject to the conditions of the Tender Offer, will be prorated based on the principal amount of validly tendered Notes, subject to the Series Cap and any prior purchase of Notes on any day following the Early Tender Deadline and prior to the Expiration Date. | |
| (2) | Subject to the Maximum Aggregate Principal Amount, 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 Dealer Managers referred to below will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page. | |
| (4) | Includes the Early Tender Premium of $50 per $1,000 principal amount of Notes for each Series (the “Early Tender Premium”). Excludes Accrued Interest, which will be paid in addition to the Total Tender Consideration or Late Tender Consideration, as applicable. |
The terms and conditions of the Tender Offer are described in an Offer to Purchase dated August 25, 2025 (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. 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 Principal Amount 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.
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 September 23, 2025, 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 September 8, 2025, 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 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 Dealer Managers 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 September 9, 2025. The Early Tender Premium for each Series of Notes is $50 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 $50 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 Company may elect to pay 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 following the Early Tender Deadline but prior to the Final Settlement Date (as defined below) (such date, an “Early Settlement Date”). If the Company elects to have an Early Settlement Date, it will accept up to the Maximum Aggregate Principal Amount of Notes validly tendered (subject to the Series Cap and the proration) at or prior to the Early Tender Deadline. If the Company elects to have an Early Settlement Date, the Company expects such Early Settlement Date may be as early as September 11, 2025, the third business day after the Early Tender Deadline. The purchase price plus accrued and unpaid interest for Notes that are validly tendered before the Expiration Date and accepted for purchase that are not purchased on an Early Settlement Date 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 September 26, 2025, the third business day after the Expiration Date, assuming Notes representing an aggregate principal amount equal to the Maximum Aggregate Principal Amount are not purchased on an 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 principal amount equal to or greater than the Maximum Aggregate Principal Amount 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 September 8, 2025, 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 Principal Amount and the Series Cap, all Notes validly tendered and not validly withdrawn 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 principal amount less than the Maximum Aggregate Principal Amount as of the Early Tender Deadline, Notes validly tendered and not validly withdrawn 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 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 principal amount of up to the Maximum Aggregate Principal Amount.
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 Principal Amount, 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.
Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC are serving as Dealer Managers for the Tender Offer. D.F. King & Co. is the Tender and Information Agent. Persons with questions regarding the Tender Offer should contact Goldman Sachs & Co. LLC at (800) 828-3182 (toll-free) or at (212) 357-1452 (collect); or Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or at (704) 410-4820 (collect). Questions regarding the tendering of Notes and requests for copies of the Offer to Purchase and related materials should be directed to D.F. King & Co., Inc. at (212) 269-5550 (banks and brokers) or (800) 791-3319 (toll-free), in writing at 28 Liberty Street, 53rd Floor, New York, NY 10005 or by email at equitable@dfking.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 August 25, 2025. 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 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 more than $1 trillion in assets under management and administration (as of 6/30/2025) 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 4,500 duly registered and licensed financial professionals that provide financial planning, wealth management, retirement planning, protection and risk management services to clients across the country.
