EQUITABLE FINANCIAL LIFE INSURANCE CO FILES (8-K) Disclosure of entering into material definitive agreement, financial statements and supporting documentation


Section 1.01 Entering into a Material Definitive Agreement

On August 16, 2022, Equitable Financial Life Insurance Companya New
– domiciled insurance company (the “Company”), registered in Master
Transaction Agreement (the “Agreement”) with First Allmerica Financial Life
insurance company
a Massachusetts– domiciled insurance company (“Reinsurer”),
pursuant to which, among other things, upon closing of transactions
envisaged, the reinsurer and the company will enter into a co-insurance agreement
and the amended coinsurance agreement (the “Reinsurance Agreement”) pursuant to
that the Company will cede to the Reinsurer, on a combined coinsurance and
modified coinsurance basis, a 50% share of the former EQUI-VEST® group
deferred variable annuity contracts issued by the Company between 1980 and 2008,
which mainly include the Company’s policies with the highest guarantee
general account deposit rates of 3%, supported by general account assets of
approximately $4 billion and $6 billion the value of the separate account (the
“Reinsured Contracts”).

The reinsurer will deposit assets supporting the liabilities of the general account
relating to Reinsured Contracts in a fiduciary account for the benefit of
Company, whose assets will secure its obligations to the Company under the
Reinsurance Agreement. The Company will reinsure the separate accounts relating
Contracts Reinsured on a Modified Coinsurance Basis. Commonwealth Annuity
and life insurance company
an insurance company domiciled in Commonwealth
from Massachusetts
and affiliate of the Reinsurer, will provide a guarantee of
The reinsurer’s obligation to pay to the company under the reinsurance contract.
In addition, the placement of assets in the trust account will be subject to
investment guidelines and certain capital adequacy triggers will require
increased funding. The reinsurance agreement also contains
provisions relating to the management and mitigation of counterparty risk.

Based on estimates as of June 30, 2022in return for the transaction,
the Company expects to receive from the Reinsurer a positive ceding commission of
approximately $1.1 billion. The reinsurance transaction also mitigates the
Remaining redundant reservations of company regulation 213.

Under the terms of the agreement, upon closing of the transactions,
AllianceBernstein LPa subsidiary of the Company (“AB”), will enter into an agreement
investment advisory agreement with the reinsurer, with specific terms to be agreed
between the date hereof and the closing of operations, pursuant to which
AB will be the preferred investment manager for approximately half of the
assets from the general account to be transferred to the trust account as of June 30th,
for, subject to certain provisions, a minimum of five years. The company
will continue to administer the reinsured contracts.

The Agreement contains customary representations and warranties as well as
commitments made by each of the parties. The representations and warranties in the
agreement are the product of negotiation between the parties to the agreement and
are for the sole benefit of such parties. Any inaccuracies of such
representations and warranties are subject to disclaimer by such parties in
under the Agreement without notice or liability to any other person.
In some cases, the representations and warranties contained in the Contract may
represent an allocation between the parties of the risk associated with
matters, and the assertions contained in these representations and warranties are
qualified by the information disclosed by one party to the other in connection with
execution of the Agreement. Consequently, persons other than the parties to
the Agreement cannot rely on the representations and warranties contained in the
Agreement as characterizations of actual facts or circumstances as of the date
of the Contract or on any other date. The Company and the Reinsurer each have
agreed to indemnify the other party and their respective affiliates with respect to
to certain losses arising out of or resulting from breaches of its
representations, warranties and covenants, and certain other matters.

The transaction is expected to be finalized in the second half of 2022. The
the consummation of the closing under the agreement is subject to the satisfaction
or the waiver of customary closing conditions specified in the agreement, including,
among others, (i) receipt of required regulatory approvals, without
the imposition of a binding condition, and (ii) the absence of a Material Adverse Effect
on the Reinsurer (in the case of the Company) or the Reinsured Contracts (in the
case of the Reinsurer), subject to certain exceptions and reservations.

Item 9.01 Financial statements and supporting documents

(d) Exhibits

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

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Note Regarding Forward-Looking Statements

Certain of the statements included in this current report on Form 8-K constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act 1995. Words such as “expects”, “believes”,
“plans”, “intends”, “seeks”, “aims”, “plans”, “assumes”, “estimates”,
“projects”, “should”, “would”, “could”, “may”, “will”, “shall” or variations of
these words generally form part of forward-looking statements. avant-garde
statements are made based on the current expectations and beliefs of management
regarding future developments and their potential effects on Fair
Financial life insurance company
(“Equitable Financial”) and its consolidated subsidiaries
subsidiaries. “We”, “us” and “our” refer to Equitable Financial and its
consolidated subsidiaries, unless the context refers only to Equitable Financial
as a legal person. There can be no assurance that future developments
affecting Equitable Financial will be those anticipated by management.
Forward-looking statements include, without limitation, all matters that are not
historical events.

These forward-looking statements are not guarantees of future performance and
involve risks and uncertainties, and certain important factors
could cause actual results to differ, possibly materially, from expectations or
estimates reflected in these forward-looking statements, including, among other things:
(i) financial market and economic conditions, including the impact of
COVID-19 and related economic conditions, stock market decline and volatility,
fluctuations in interest rates and changes in liquidity and, access to and cost of
Capital city; (ii) operational factors, correction of our material weakness,
indebtedness, protection of confidential customer information or
business information, operational failures, our service providers and
catastrophic events, such as the outbreak of pandemic diseases, including
default on derivative contracts, failure of financial institutions, default of
third parties and affiliates and economic downturns, failures and other events
adversely affect our investments; (iv) our reinsurance and hedging programs;
(v) our products, product structure and distribution, including variable annuity
guaranteed benefits in some of our products, variations in
legal capital requirements, financial strength and claims payment ratings and
key product distribution relationships; (vi) estimates, assumptions and
assessments, including risk management policies and procedures,
insufficient reserves and experience differing from price expectations or
reserves, amortization of deferred acquisition costs and financial models; and
(vii) legal and regulatory risks, including federal and state legislation
affecting financial institutions, insurance regulation and tax reform.

Forward-looking statements should be read in conjunction with other
caveats, risks, uncertainties and other factors identified in
Equitable Financial Annual Report on Form 10-K for the Year Ended The 31st of December,
as amended or supplemented in our quarterly reports subsequently filed on
Form 10-Q, including in the section titled “Risk Factors,” and elsewhere in
quarterly reports on Form 10-Q. You must read this Form 8-K completely and
it being understood that actual future results may differ materially
expectations. In addition, any forward-looking statement speaks only as of the
date on which it is made, and we undertake no obligation to update or revise any
forward-looking statement to reflect events or circumstances after the date on which
where the statement is made or to reflect the occurrence of unforeseen events
events, unless otherwise required by law.

Other risks, uncertainties and factors, including those discussed under “Risk
Factors”, in our Annual Report on Form 10-K, could cause our actual results
differ materially from those projected in the forward-looking statements that we
Manufacture. Readers should carefully read the factors described in “Risk Factors” in
our annual report on Form 10-K to better understand risks and uncertainties
inherent in our business and underlying any forward-looking statement.

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