Equitable Holdings Announces Preliminary Results of Cash Tender Offer for Up to 46,000,000 Units of AllianceBernstein Holding

Rhea-AI Summary

Equitable Holdings (NYSE: EQH) has announced preliminary results of its cash tender offer for AllianceBernstein Holding (NYSE: AB) units. The offer, which expired on April 1, 2025, sought to purchase up to 46,000,000 units at $38.50 per unit, for a maximum aggregate value of $1.8 billion.

According to preliminary counts, 19,766,878 units were properly tendered, including 559,614 units tendered by notice of guaranteed delivery. Equitable expects to accept all tendered units for payment, representing approximately 17.9% of outstanding Units as of December 31, 2024, for an aggregate cost of approximately $761.0 million. Following the purchase, Equitable will hold an approximate 68.6% economic interest in AllianceBernstein L.P.

Positive

• Successfully secured 19.8M units, increasing economic interest in AllianceBernstein to 68.6%
• No proration needed as tender offer was undersubscribed, allowing all tendered shares to be accepted
• Efficient capital deployment of $761M versus initial $1.8B allocation

Negative

• Tender offer uptake of only 43% (19.8M units) versus maximum sought (46M units)
• Lower than expected shareholder participation might indicate lack of interest at offered price

Insights

Financial Strategist

Equitable Holdings' tender offer for AllianceBernstein units delivers mixed but ultimately positive strategic outcomes for EQH shareholders. While the company originally targeted up to $1.8 billion for 46 million AB units, they received tenders for only 19.8 million units (43% of their maximum target) representing approximately $761 million in capital deployment.

This transaction increases EQH's economic interest in AllianceBernstein to 68.6% from their previous position, strengthening their control over this key asset. The $38.50 per unit offer price appears to have been attractive enough to acquire a significant 17.9% of outstanding AB units, but not compelling enough to reach their maximum target.

From a capital allocation perspective, this represents an efficient deployment of capital into a business they understand well. EQH now maintains substantial financial flexibility with approximately $1 billion of their original allocation remaining available for other strategic priorities like share repurchases, M&A, or debt reduction.

The transaction structure also allows EQH to consolidate more of AB's earnings without assuming additional operational risk, essentially doubling down on a business they already control. This increased economic interest should translate to higher proportional earnings from AB's fee-based asset management business flowing to EQH shareholders going forward.

NEW YORK--(BUSINESS WIRE)-- Equitable Holdings, Inc. (NYSE: EQH), the leading financial services holding company of Equitable, AllianceBernstein and Equitable Advisors, today announced the preliminary results of its previously announced cash tender offer to purchase up to 46,000,000 units (“Units”) representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. (NYSE: AB) (“AB Holding”), at a price of $38.50 per Unit, net to the seller in cash, for an aggregate purchase price of up to approximately $1.8 billion, less any applicable tax withholding (the “Offer”), which expired at 5:00 p.m., New York City time, on April 1, 2025 (the “Expiration Time”).

Based on a preliminary count by the depositary and paying agent for the Offer, a total of 19,766,878 Units were properly tendered and not properly withdrawn under the Offer prior to the Expiration Time, including 559,614 Units that were tendered by notice of guaranteed delivery.

In accordance with the terms and conditions of the Offer, Equitable expects to accept for payment all of the Units that were properly tendered and not properly withdrawn, for an aggregate cost of approximately $761.0 million, excluding fees and expenses relating to the Offer. As Equitable expects to accept for purchase all of the Units that were properly tendered and not properly withdrawn there is no proration factor. The Units that Equitable expects to accept for purchase represent approximately 17.9% of the outstanding Units as of December 31, 2024. After giving effect to such purchase, Equitable will have an approximate 68.6% economic interest in AllianceBernstein L.P., the operating partnership of AB Holding.

The number of Units expected to be purchased in the Offer is based on the depositary and paying agent’s preliminary count and the assumption that all Units tendered by notice of guaranteed delivery will be delivered within the required one business day period and is subject to change. The final number of Units to be purchased will be announced following the expiration of the guaranteed delivery period and completion by the depositary and paying agent of its confirmation process. Payment for Units accepted for purchase under the Offer will occur promptly thereafter.

Questions regarding the Offer and requests for assistance in connection with the Offer may be directed to D.F. King & Co., Inc. (“D.F. King”), the information agent for the Offer, by contacting them at (800) 848-3402 (toll-free) or via email at AB@dfking.com. Banks and brokers may contact D.F. King at (212) 269-5550 or Barclays Capital Inc., the dealer manager for the Offer, at (800) 438-3242 (toll-free). Computershare Trust Company, N.A. is acting as depositary and paying agent for the Offer.

This press release is provided for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any Units.

About Equitable Holdings

Equitable Holdings, Inc. (NYSE: EQH) is a leading financial services holding company comprised of complementary and well-established businesses, Equitable, AllianceBernstein and Equitable Advisors. Equitable Holdings has $1.0 trillion in assets under management and administration (as of 12/31/2024) and more than 5 million client relationships globally. Founded in 1859, Equitable provides retirement and protection strategies to individuals, families and small businesses. AllianceBernstein is a global investment management firm that offers diversified investment services to institutional investors, individuals and private wealth clients. Equitable Advisors, LLC (Equitable Financial Advisors in MI and TN) has 4,600 duly registered and licensed financial professionals that provide financial planning, wealth management, retirement planning, protection and risk management services to clients across the country.

Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. Words such as “expects,” “believes,” “anticipates,” “forecasts,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release. You should read this press release, the Offer to Purchase and the other related Offer documents that have been or will be delivered to you or filed by Equitable with the SEC completely and with the understanding that actual future events may be materially different from expectations. All forward-looking statements made in this press release are qualified by these cautionary statements. Further, any forward-looking statement speaks only as of the date on which it is made, and Equitable undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250401740726/en/

Investor Relations

Erik Bass

(212) 314-2476

IR@equitable.com



Media Relations

Laura Yagerman

(212) 314-2010

mediarelations@equitable.com

Source: Equitable Holdings, Inc.

FAQ

How many AllianceBernstein units were tendered in EQH's 2025 tender offer?

19,766,878 units were properly tendered, including 559,614 units by notice of guaranteed delivery.

What is the total cost of EQH's tender offer for AllianceBernstein units?

The total cost is approximately $761.0 million, excluding fees and expenses related to the offer.

What price per unit did EQH offer in the AllianceBernstein tender offer?

EQH offered $38.50 per unit, net to the seller in cash.

What will be EQH's economic interest in AllianceBernstein after the tender offer?

After the purchase, EQH will have an approximate 68.6% economic interest in AllianceBernstein L.P.

When did EQH's tender offer for AllianceBernstein units expire?

The tender offer expired at 5:00 p.m., New York City time, on April 1, 2025.