Exhibit 99.1
THE REORGANIZATION TRANSACTIONS
Summary of Reorganization
In connection with the initial public offering (the “IPO”) of the common stock of AXA Equitable Holdings, Inc. (“Holdings,” and together with its consolidated subsidiaries, “we,” “us,” “our” or the “Company”), we undertook the Reorganization (as defined below). The Reorganization’s primary goals were to ensure that (i) we held, at the time of the IPO, all of the U.S. retirement and protection businesses of AXA S.A., asociété anonyme organized under the laws of France (“AXA”), and AXA’s interests in AllianceBernstein Holding L.P., a Delaware limited partnership (“AB Holding”) and AllianceBernstein L.P., a Delaware limited partnership and the operating partnership for the AllianceBernstein business (“ABLP,” and together with AB Holding, “AB” or “AllianceBernstein”), and (ii) certain AXA U.S. P&C business was extracted from us and held by AXA outside of us. As part of the Reorganization Transactions, we also effected an unwind of the reinsurance provided to AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable Life”), by AXA RE Arizona Company, formerly an Arizona corporation (“AXA RE Arizona”), for certain variable annuities with GMxB features (the “GMxB Reinsurance”).
“Reorganization” means the transactions described under the following headings: “—Transfer of AXA Financial Shares,” “—Extraction of U.S. Property and Casualty Insurance Business,” and “—Transfer of AXA’s Interests in AB,” but does not include the AXF Merger (as defined in “—Transfer of AXA Financial Shares”).
“Reorganization Transactions” means the Reorganization, the GMxB Unwind, as defined in “—Unwind of GMxB Reinsurance” and the Recapitalization, as defined in “Recapitalization,” collectively.
The Reorganization was subject to approval from various state insurance regulators. All required regulatory approvals were received.
In April 2018, we completed the Reorganization.
Transfer of AXA Financial Shares
On October 1, 2018, AXA Financial, Inc., a Delaware corporation (“AXA Financial”), merged with and into Holdings (the “AXF Merger”). Prior to the AXF Merger, AXA Financial indirectly owned a number of subsidiaries that comprised our retirement and protection businesses and Holdings owned 100% of the shares in AXA Financial. Until January 2018, approximately 0.5% of AXA Financial was held by Coliseum Reinsurance Company, an indirect subsidiary of AXA (“Coliseum Re”), and AXA Belgium S.A., an indirect subsidiary of AXA (“AXA Belgium”). As part of the Reorganization, AXA Belgium transferred its approximate 0.47% interest in AXA Financial to AXA in January 2018 and Coliseum Re transferred its approximate 0.03% interest in AXA Financial to AXA in March 2018. AXA then contributed the entire approximate 0.5% interest to Holdings (the “AXA Financial Transfer”) in March 2018.
Extraction of U.S. Property and Casualty Insurance Business
Holdings formerly held 78.99% of the shares of AXA America Corporate Solutions, Inc. (“AXA CS”), which holds certain AXA U.S. P&C business. As part of the Reorganization, Holdings sold its shares of AXA CS to AXA so that AXA CS and its subsidiaries are no longer a part of the Company. Holdings’ repayment obligation to AXA in respect of a $622 million loan made by AXA to Holdings in December 2017 was set off against AXA’s payment obligation to Holdings with respect to the sale of AXA CS shares and AXA paid Holdings the balance of the purchase price in cash. Note that AXA CS and its subsidiaries have been excluded from the historical financial statements of Holdings because their businesses (i) are demonstrably distinct from the other business of Holdings, (ii) have been managed and financed historically autonomously, (iii) have no more than incidental common facilities and costs with the other business of Holdings, (iv) are operated and financed autonomously following the disposition and (v) do not have material financial commitments, guarantees or contingent liabilities to or from Holdings following the disposition.
