| Item 3.03 | Material Modification to Rights of Security Holders |
On August 11, 2020 Equitable Holdings, Inc. (the “Company”) closed the public offering of an aggregate of 500,000 depositary shares (the “Depositary Shares”), each representing a 1/25th interest in a share of the Fixed Rate Reset Noncumulative Perpetual Preferred Stock, Series B, par value $1.00 per share and liquidation preference of $25,000 per share (the “Preferred Stock”), of the Company. The offering and sale of the Depositary Shares and Preferred Stock were registered under the Company’s registration statement on Form S-3 (File No. 333-234788), and a prospectus supplement related to the Depositary Shares dated August 6, 2020 (filed with the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended).
Upon the issuance of the Preferred Stock, the ability of the Company to declare or pay dividends on, or purchase, redeem or otherwise acquire, shares of its common stock or any shares of the Company that rank junior to, or on parity with, the Preferred Stock became subject to certain restrictions in the event that the Company does not declare and pay (or set aside) dividends on the Preferred Stock for the last preceding dividend period. The terms of the Preferred Stock, including such restrictions, are more fully described in the Certificate of Designations for the Preferred Stock, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On August 7, 2020, the Company filed a Certificate of Designations with the Secretary of State of the State of Delaware to establish the preferences, limitations and relative rights of the Preferred Stock. The Certificate of Designations became effective upon filing, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
On August 6, 2020, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (the “Underwriters”), with respect to the offer and sale by the Company of the Depositary Shares.
The Underwriting Agreement is being filed with this Current Report on Form 8-K as Exhibit 1.1 hereto and is incorporated herein by reference.
The following additional documents are being filed with this Current Report on Form 8-K and are incorporated herein by reference: (i) the Deposit Agreement, dated August 11, 2020, among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively, as depositary, and the holders from time to time of the depositary receipts described therein, relating to the Depositary Shares, (ii) the Form of Preferred Stock Certificate, (iii) the Form of Depositary Receipt and (iv) the validity opinion and consent of Willkie Farr & Gallagher LLP with respect to the Depositary Shares and the Preferred Stock.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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Exhibit
No. | | Description of Exhibit |
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| 1.1 | | Underwriting Agreement, dated as of August 6 2020, among the Company and Wells Fargo Securities, LLC, Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. |
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| 3.1 | | Certificate of Designations with respect to the Preferred Stock of the Company, filed August 7, 2020. |
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| 4.1 | | Deposit Agreement, dated August 11, 2020, among the Company, Computershare Inc. and Computershare Trust Company, N.A., collectively, as depositary, and the holders from time to time of the depositary receipts described therein. |
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| 4.2 | | Form of Preferred Stock Certificate (included as Exhibit A to Exhibit 3.1 above). |
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| 4.3 | | Form of Depositary Receipt (included as Exhibit A to Exhibit 4.1 above). |
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| 5.1 | | Opinion of Willkie Farr & Gallagher LLP with respect to the Depositary Shares and the Preferred Stock. |
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| 23.1 | | Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1 above). |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
