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EX-23.1 - EX-23.1 - Equitable Holdings, Inc.d652007dex231.htm

As filed with the U.S. Securities and Exchange Commission on November 15, 2018

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

AXA Equitable Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   6411   90-0226248

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

1290 Avenue of the Americas

New York, New York 10104

(212) 554-1234

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Dave S. Hattem, Esq.

Senior Executive Vice President, General Counsel and Secretary

1290 Avenue of the Americas

New York, New York 10104

(212) 554-1234

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

with copies to:

 

Peter J. Loughran, Esq.

Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

(212) 909-6000

 

Robert G. DeLaMater, Esq.

William D. Torchiana, Esq.

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☑ 333-228365

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☒ (Do not check if a smaller reporting company)    Smaller reporting company  
     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 7(a)(2)(B) of the Securities Act. ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities

to be Registered

  Amount to be
Registered(1)
 

Proposed Maximum

Offering

Price Per Share

 

Proposed Maximum

Aggregate Offering

Price(1)(2)

 

Amount of

Registration Fee

Common stock, par value $0.01 per share

  11,500,000   $20.25   $232,875,000   $28,225

 

 

(1)

Includes shares/offering price of shares that may be sold upon exercise of the underwriters’ option to purchase additional shares.

(2)

This amount represents the proposed maximum aggregate offering price of the securities registered hereunder. Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933.

 

 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This Registration Statement is being filed by AXA Equitable Holdings, Inc. (the “Company”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, to register an additional number of shares of the Company’s common stock, par value $0.01 per share. The Company hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-228365), as amended (including the exhibits thereto), declared effective on November 15, 2018 by the U.S. Securities and Exchange Commission (the “Commission”).

CERTIFICATION

The Company hereby certifies to the Commission that (i) it has instructed its bank to transmit to the Commission the filing fee set forth on the cover page of this Registration Statement by a wire transfer of such amount to the Commission’s account as soon as practicable (but no later than the close of business on November 16, 2018), (ii) it will not revoke such instructions, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee and (iv) it will confirm receipt of such instructions by its bank during regular business hours on November 16, 2018.

 



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, AXA Equitable Holdings, Inc. has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on November 15, 2018.

 

AXA EQUITABLE HOLDINGS, INC.
By:   /s/ Anders B. Malmström
  Name:   Anders B. Malmström
  Title:  

Senior Executive Vice President and

Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed on November 15, 2018 by the following persons in the capacities indicated.

 

Signature

  

Title

*

  

President and Chief Executive Officer; Director

(Principal Executive Officer)

Mark Pearson

/s/ Anders B. Malmström

  

Senior Executive Vice President and Chief Financial Officer

(Principal Financial Officer)

Anders B. Malmström

*

  

Senior Vice President, Chief Accounting Officer and Controller

(Principal Accounting Officer)

William Eckert

*

  

Director

Thomas Buberl   

*

  

Director

Gérald Harlin

*

  

Director

George Stansfield

*

  

Director

Karima Silvent

*

  

Director

Bertrand Poupart-Lafarge

*

  

Director

Daniel G. Kaye

*

  

Director

Ramon de Oliveira

*

  

Director

Charles G. T. Stonehill
*By:   /s/ Anders B. Malmström
  Anders B. Malmström
  as Attorney-in-Fact