AXA S.A. announces the launch of a Secondary Offering of AXA Equitable Holdings, Inc.’s Common Stock

AXA S.A. (AXA) announces today the launch of a secondary public offering of the shares of common stock (the Offering) of its U.S. subsidiary, AXA Equitable Holdings, Inc. (EQH), and the commencement of the roadshow for the Offering.

AXA, as selling stockholder, is offering 40,000,000 shares* of common stock of EQH, and has granted the underwriters a 30-day option to purchase up to an additional 6,000,000 shares of EQH’s common stock.

In connection with the Offering, AXA has entered into a share repurchase agreement (the Share Buyback) with EQH pursuant to which AXA will sell to EQH 30,000,000 shares of EQH’s common stock. The Share Buyback is subject to certain terms and conditions, including the successful completion of the Offering.

Following the completion of the Offering and the Share Buyback, (i) AXA’s ownership of EQH’s common stock will fall below 50%, (ii) the retained non-controlling minority stake in EQH will be deconsolidated and subsequently accounted for using the equity method, and (iii) AXA will move to a minority position on the EQH Board of Directors with a right to designate three of nine directors.

The shares are being offered by a group of underwriters led by J.P. Morgan, Morgan Stanley, and Citigroup. Copies of the preliminary prospectus relating to the offering may be obtained from: J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, Attention: Prospectus Department, 1155 Long Island Avenue, Edgewood, New York 11717 or telephone: 866-803-9204; Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York 10014; and Citigroup Global Markets Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717 or telephone: 800-831-9146.

A registration statement relating to the proposed Offering has been filed by EQH with the U.S. Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.

*EQH’s issued and outstanding common stock as of March 7th, 2019 was comprised of 521,051,204 shares.