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Form 8-K Equitable Financial Life For: Oct 03

October 3, 2022 4:25 PM EDT
Equitable Financial Life Insurance Co false 0000727920 0000727920 2022-10-03 2022-10-03

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 3, 2022

 

 

 

LOGO

Equitable Financial Life Insurance Company

(Exact name of registrant as specified in its charter)

 

 

 

New York   000-20501   13-5570651
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

1290 Avenue of the Americas,
New York, New York
  10104
(Address of principal executive offices)   (Zip Code)

(212) 554-1234

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 1.01

Entry into a Material Definitive Agreement

On October 3, 2022, 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 First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled insurance company (“Reinsurer”), in connection with the completion of the transactions contemplated by the previously announced Master Transaction Agreement, dated August 16, 2022 (the “Agreement”), by and between the Company and the Reinsurer (the “Transaction”). Pursuant to the Reinsurance Agreement, the Company ceded to Reinsurer, on a combined coinsurance and modified coinsurance basis, a 50% quota share of approximately 360,000 legacy Group EQUI-VEST® deferred variable annuity contracts issued by the Company between 1980 and 2008, which predominately include the Company’s highest guaranteed general account crediting rates of 3%, supported by general account assets of approximately $4 billion and $6 billion of separate account value (the “Reinsured Contracts”). At the closing of the Transaction, Reinsurer deposited assets supporting the general account liabilities relating to the Reinsured Contracts into a trust account for the benefit of the Company, which assets will secure its obligations to the Company under the Reinsurance Agreement. The Company reinsured the separate accounts relating to the Reinsured Contracts on a modified coinsurance basis. Commonwealth Annuity and Life Insurance Company, an insurance company domiciled in the Commonwealth of Massachusetts and affiliate of Reinsurer, provided a guarantee of Reinsurer’s payment obligation to the Company under the Reinsurance Agreement. In addition, the investment of assets in the trust account will be subject to investment guidelines and certain capital adequacy related triggers will require enhanced funding. The Reinsurance Agreement also contains additional counterparty risk management and mitigation provisions. At the closing of the Transaction, AllianceBernstein L.P., a subsidiary of EQH (“AB”), entered into an investment advisory agreement with Reinsurer pursuant to which AB will serve as the preferred investment manager of certain general account assets transferred to the trust account. The Company will continue to administer the Reinsured Contracts.

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 will be filed along with the Company’s 10-Q later this quarter.

 

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Item 9.01

Financial Statements and Exhibits

(d) Exhibits

 

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

    EQUITABLE FINANCIAL LIFE
INSURANCE COMPANY
Date: October 3, 2022     By:  

/s/ Ralph Petruzzo

 

    Name:   Ralph Petruzzo

 

    Title:   Associate General Counsel

 

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