EQUITABLE HOLDINGS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

Item 1.01 Entry Into a Material Definitive Agreement

On October 3, 2022, a subsidiary of Equitable Holdings, Inc., a Delaware
corporation (the "Company"), Equitable Financial Life Insurance Company, a New
York-domiciled insurance company ("EFLIC"), completed the transactions (the
"Transaction") contemplated by the previously announced Master Transaction
Agreement, dated August 16, 2022, (the "Agreement"), by and between EFLIC and
First Allmerica Financial Life Insurance Company, a Massachusetts-domiciled
insurance company (the "Reinsurer").

At the closing of the Transaction, EFLIC and the Reinsurer entered into a
Coinsurance and Modified Coinsurance Agreement (the "Reinsurance Agreement"),
pursuant to which EFLIC 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 EFLIC between
1980 and 2008, which predominately include EFLIC'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 EFLIC, which assets will
secure its obligations to EFLIC under the Reinsurance Agreement. EFLIC 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 ("Commonwealth), provided a guarantee of Reinsurer's payment
obligation to EFLIC 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 the Company ("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. EFLIC 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.

Item 7.01 Regulation FD Disclosure

On October 3, 2022, the Company issued a press release announcing the completion
of the Transaction. A copy of such press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.

As provided in General Instruction B.2 of Form 8-K, the information and exhibits
provided pursuant to this Item 7.01 shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor
shall they be deemed to be incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1      Press Release of Equitable Holdings, Inc., dated October 3, 2022
        (furnished and not filed).

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



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