Item 3.03 Material Modification to Rights of Security Holders
Upon issuance of the Fixed Rate Noncumulative Perpetual Preferred Stock, Series
C, par value $1.00 per share and liquidation preference $25,000 per share (the
"Series C Preferred Stock") by Equitable Holdings, Inc. (the "Company") expected
to take place on January 8, 2021, 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
Series C Preferred Stock will be subject to certain restrictions in the event
that the Company does not declare and pay (or set aside) dividends on the Series
C Preferred Stock for the last preceding dividend period. The terms of the
Series C Preferred Stock, including such restrictions, are more fully described
in the Certificate of Designations for the Series C 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 January 6, 2021, 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 Series C 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.
Item 8.01 Other Events
On January 5, 2021, the Company entered into an Underwriting Agreement (the
"Underwriting Agreement") with Morgan Stanley & Co. LLC, BofA Securities, Inc.,
Wells Fargo Securities, LLC and J.P. Morgan Securities LLC, as representatives
of the several underwriters named therein (the "Underwriters"), with respect to
the offer and sale by the Company of an aggregate of 12,000,000 depositary
shares (the "Depositary Shares"), each representing a 1/1,000th interest in a
share of the Series C Preferred Stock. The offering and sale of the Depositary
Shares and Series C 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 January 5, 2021 (filed with
the Commission pursuant to Rule 424(b)(5) under the Securities Act of 1933, as
amended).
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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
1.1 Underwriting Agreement, dated as of January 5, 2021, among the
Company and Morgan Stanley & Co. LLC, BofA Securities, Inc., Wells
Fargo Securities, LLC and J.P. Morgan Securities LLC, as
representatives of the several underwriters named therein.
3.1 Certificate of Designations with respect to the Series C Preferred
Stock of the Company, dated January 6, 2021.
4.1 Form of Series C Preferred Stock Certificate (included as Exhibit A
to Exhibit 3.1 above).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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