Item 1.01 Entry into a Material Definitive Agreement
On June 1, 2021, Equitable Financial Life Insurance Company, a New York-domiciled life insurance company (the “Company”) and wholly owned subsidiary of Equitable Holdings, Inc., a Delaware corporation (“EQH”), entered into a Coinsurance and Modified Coinsurance Agreement (the “Reinsurance Agreement”) with Corporate Solutions Life Reinsurance Company, an insurance company domiciled in Delaware (“CSLRC”), in connection with the completion of the transactions contemplated by the previously announced Master Transaction Agreement, dated October 27, 2020 (the “Agreement”), among EQH, Venerable Insurance and Annuity Company, an insurance company domiciled in Iowa (“VIAC”), and, solely with respect to Article XIV thereof, Venerable Holdings, Inc., a Delaware corporation (“Venerable”). Pursuant to the Reinsurance Agreement, EFLIC ceded to CSLRC, on a combined coinsurance and modified coinsurance basis, legacy variable annuity policies sold by EFLIC between 2006-2008 (the “Block”), comprised of non-New York “Accumulator” policies containing fixed rate Guaranteed Minimum Income Benefit and/or Guaranteed Minimum Death Benefit guarantees. At the closing of the transactions contemplated by the Master Transaction Agreement, CSLRC deposited assets supporting the general account liabilities relating to the Block into a trust account for the benefit of EFLIC, which assets will secure its obligations to EFLIC under the Reinsurance Agreement. EFLIC will reinsure the separate accounts relating to the Block on a modified coinsurance basis in accordance with the Reinsurance Agreement. Venerable provided a holding company guarantee of CSLRC’s obligation to EFLIC under the Reinsurance Agreement. In addition, the investment of assets in the trust account will be subject to investment guidelines and the requirements of the trust will be strengthened upon certain capital adequacy related triggers. VIAC also issued a surplus note in aggregate principal amount of $50 million to EFLIC for cash consideration.
The foregoing description of the Reinsurance Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Reinsurance Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference. Pursuant to Item 601 of Regulation S-K, the Company has redacted certain confidential portions of the Reinsurance Agreement.
Item 7.01 Regulation FD Disclosure
On June 1, 2021, EQH issued a press release announcing the completion of the Transaction. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on 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.
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