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

AXA S.A. (“AXA”) announces today the pricing of a secondary public offering of 40,000,000 shares (the “Offering”) of its U.S. subsidiary, AXA Equitable Holdings, Inc. (“EQH”), at a public offering price of USD 20.50 per share, corresponding to approximately USD 0.8 billion of net proceeds*. The Offering consists of shares of common stock of EQH to be sold by AXA, as selling stockholder, and is expected to close on March 25, 2019. AXA has granted the underwriters a 30-day option to purchase up to an additional 6,000,000 shares of EQH’s common stock.

In addition to the Offering, AXA has entered into a share repurchase agreement with EQH pursuant to which AXA will sell to EQH 30,000,000 shares of EQH’s common stock (the “Share Buyback”), corresponding to approximately USD 0.6 billion of proceeds*. The Share Buyback is subject to certain terms and conditions, including the successful completion of the Offering.

Upon completion of the Offering and the Share Buyback, total net proceeds to AXA would amount to approximately USD 1.4 billion* and AXA’s ownership of EQH’s common stock would decrease from approximately 60.1%* to approximately 49.5%*.

Following the completion of the Offering and the Share Buyback, the retained non-controlling minority stake in EQH will be deconsolidated and subsequently accounted for using the equity method.

The transaction is expected to result in a negative net income impact of approximately Euro 0.7 billion* in AXA Group’s HY 2019 consolidated financial statements. This impact reflects the difference between the Offering price and the consolidated book value* of (i) the EQH shares to be sold in the transaction, and (ii) AXA’s remaining 49.5%* stake in EQH (i.e. the loss required to be taken upon deconsolidation). This does not reflect Management’s expectations on the future evolution of EQH’s share price or of the price at which potential future transactions might take place.

The transaction is also expected to result in a reduction in AXA’s Debt Gearing* by approximately 1 point*.

J.P. Morgan, Morgan Stanley and Citigroup are acting as joint lead book-running managers and underwriters for the Offering. Barclays, BNP Paribas, Credit Agricole CIB, Deutsche Bank Securities, Goldman Sachs & Co. LLC, HSBC, Natixis, Societe Generale, Credit Suisse, ING, and UniCredit Capital Markets are acting as joint book-running managers and underwriters for the Offering. Lazard is acting as financial advisor to AXA in connection with the Offering.

A registration statement relating to the Offering has been filed by EQH with, and declared effective by, the U.S. Securities and Exchange Commission. Copies of the registration statement 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.

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.

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