AXA Equitable Holdings, Inc. Completes $3.8 Billion Notes Offering

April 20, 2018

AXA Equitable Holdings, Inc. (AEH) completed an offering under Rule 144A and Regulation S of $3,800,000,000 aggregate principal amount of senior notes, consisting of $800,000,000 aggregate principal amount of 3.900% senior notes due 2023, $1,500,000,000 aggregate principal amount of 4.350% senior notes due 2028 and $1,500,000,000 aggregate principal amount of 5.000% senior notes due 2048. S&C represented the initial purchasers, led by Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC.

AEH is a leading U.S. insurance and financial services company that, through its subsidiaries, provides portfolio construction, estate and retirement planning, asset allocation, insurance, brokerage and advisory accounts, financial planning, investment management and other investment services. AEH is a wholly owned subsidiary of AXA S.A. (AXA), a worldwide leader in life, property and casualty and health insurance and asset management. The debt offering was completed as part of a restructuring and recapitalization of AEH in advance of the planned initial public offering of AEH. AXA launched the initial public offering of AEH shares and an offering of mandatory exchangeable bonds of AXA, which automatically exchange into shares of common stock of AEH, on April 26. S&C is acting as underwriters' counsel in connection with the IPO and initial purchasers' counsel in connection with the mandatory exchangeable bonds offering.

The S&C team that worked on the AEH bonds was led by Robert DeLaMater, along with Katherine McGavin, So Yeon Kim and Terence Kim. Steven Borenstein, John Hasley and Korey Inglin advised on matters related to the initial public offering and AXA mandatory exchangeable bonds; Danielle Abada and Katherine Nemeth assisted on due diligence matters; and Alexander Metz provided support in the early stages of the transaction. William Torchiana, Olivier de Vilmorin and Nicolas de Boynes, along with Alexis Raguet and Seela Apaya-Gadabaya, also advised on the transaction. Eric Kadel, along with William Friedman and Roderick Gilman, advised on certain regulatory matters. Tracey Russell advised on FINRA matters. Jeffrey Hochberg and Andrew Motten advised on ERISA matters. David Hariton, Jeffrey Hochberg, Saul Brander and David Simins advised on tax matters. Heather Coleman, Sarah Remmer Long and Hilary Albrecht advised on executive compensation and benefits matters. Neal McKnight, Daniel Loeser and Courtland Morrice advised on financing matters, including a suite of credit facilities established by AEH as part of its IPO preparations. Cristina Liebolt provided valuable support.