ALLIANCEBERNSTEIN HOLDING L.P. (Form: SC TO-T/A, Received: 04/02/2025 08:51:55)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

AllianceBernstein Holding L.P.

(Name of Subject Company (Issuer))

Equitable Holdings, Inc.

(Name of Filing Person (Offeror))

Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests

(Title of Class of Securities)

01881G106

(CUSIP Number of Class of Securities)

Robin M. Raju

Chief Financial Officer

Equitable Holdings, Inc.

1345 Avenue of the Americas

New York, New York 10105

(212) 554-1234

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

Copy to:

John M. Schwolsky

Jennifer J. Carlson

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

(212) 728-8000

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒

third-party tender offer subject to Rule 14d-1.

☐

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☒

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

As permitted by General Instruction G to Schedule TO, this Schedule TO is also an amendment to the statement on Schedule 13D initially filed on August 4, 1992, as previously amended.


CUSIP No.		01881G106


1		Name of reporting person Equitable Holdings, Inc.
2		Check the appropriate box if a member of a Group (See Instructions) (a) ☐ (b) ☐
3		SEC use only
4		Source of funds (See Instructions) OO
5		Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or place of organization DELAWARE

COMBINED AMENDMENT NO. 3 TO SCHEDULE TO AND SCHEDULE 13D

This Amendment No. 3 to the Tender Offer Statement on Schedule TO (this “Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO filed by Equitable Holdings, Inc., a Delaware corporation (“Equitable”), with the Securities and Exchange Commission on February 24, 2025, as amended and supplemented by Amendment No. 1, filed on March 17, 2024, and Amendment No. 2, filed on March 25, 2025 (together with any subsequent amendments and supplements thereto, the “Schedule TO”), relating to an offer by Equitable to purchase up to 46,000,000 units representing assignments of beneficial ownership of limited partnership interests (“Units”) in AllianceBernstein Holding L.P., a Delaware limited partnership, at a price of $38.50 per Unit (the “Purchase Price”), net to the seller in cash, for an aggregate Purchase Price of up to approximately $1.8 billion, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 24, 2025 (as amended, the “Offer to Purchase”), and the related Letter of Transmittal, copies of which were filed with the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.

This Amendment No. 3 is being filed to report the preliminary results of the Offer. Except as set forth in this Amendment No. 3, the information set forth in the Schedule TO and the exhibits thereto remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 3.

ITEM 11.

Item 11 is hereby amended and supplemented by adding the following text:

“On April 2, 2025, Equitable issued a press release announcing the preliminary results of the Offer, which expired at 5:00 p.m., New York City time, on April 1, 2025. A copy of such press release is filed as Exhibit (a)(5)(v) to this Amendment No. 3 and is incorporated herein by reference.”

ITEM 12. EXHIBITS

Item 12 of the Schedule TO is hereby amended and restated in its entirety as set forth below:


(a)(1)(i)*		Offer to Purchase, dated February 24, 2025.

(a)(1)(ii)*		Form of Letter of Transmittal (including IRS Form W-9).

(a)(1)(iii)*		Form of Notice of Guaranteed Delivery.

(a)(1)(iv)*		Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.

(a)(1)(v)*		Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.

(a)(1)(vi)*		Text of Summary Advertisement, as published in the Wall Street Journal on February 24, 2025.

(a)(5)(i)*		Press Release issued by Equitable Holdings, Inc., dated February 24, 2025.

(a)(5)(ii)*		Excerpt from a presentation held by Equitable on February 24, 2025.

(a)(5)(iii)*		Excerpt from a transcript of a presentation held by Equitable on February 24, 2025.

(a)(5)(iv)*		Press Release issued by Equitable Holdings, Inc., dated March 25, 2025.

(a)(5)(v)		Press Release issued by Equitable Holdings, Inc., dated April 2, 2025.

(b)		364-day Term Loan Credit Agreement, dated as of February 21, 2025, among Equitable Holdings, Inc., certain Banks and Barclays Bank plc, as administrative agent, sole lead arranger and bookrunner (incorporated by reference to Exhibit 10.1 to Equitable’s Current Report on Form 8-K, filed on February 24, 2025).

(d)(i)		Amendment No. 1 dated February 24, 2006 to Amended and Restated Agreement of Limited Partnership of AB Holding (incorporated by reference to Exhibit 3.1 to AB Holding’s Form 10-Q for the fiscal quarter ended September 30, 2006, filed on November 8, 2006).


(d)(ii)		Amended and Restated Agreement of Limited Partnership dated October 29, 1999 of AB Holding (incorporated by reference to Exhibit 3.2 to AB Holding’s Form 10-K for the fiscal year ended December 31, 2003, filed on March 10, 2004).

(d)(iii)		Amendment No. 1 dated February 24, 2006 to Amended and Restated Agreement of Limited Partnership of AB (incorporated by reference to Exhibit 3.2 to AB Holding’s Form 10-Q for the fiscal quarter ended September 30, 2006, filed on November 8, 2006).

(d)(iv)		Amended and Restated Agreement of Limited Partnership dated October 29, 1999 of AB (incorporated by reference to Exhibit 3.3 to AB Holding’s Form 10-K for the fiscal year ended December 31, 2003, filed on March 10, 2004).

(d)(v)		Master Exchange Agreement dated December 19, 2024, between Equitable and AB (incorporated by reference to Exhibit 10.1 to AB Holding’s Form 8-K, filed on December 19, 2024).

(g)		None.

(h)		None.

107*		Filing Fee Table.

*	Filed previously.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 2, 2025


EQUITABLE HOLDINGS, INC.

By:		/s/ Robin M. Raju
		Name: Robin M. Raju
		Title: Chief Financial Officer

Exhibit (a)(5)(v)

LOGO

Equitable Holdings Announces Preliminary Results of Cash Tender Offer for Up

to 46,000,000 Units of AllianceBernstein Holding

New York, NY, April 2, 2025 — Equitable Holdings, Inc. (NYSE: EQH), the leading financial services holding company of Equitable, AllianceBernstein and Equitable Advisors, today announced the preliminary results of its previously announced cash tender offer to purchase up to 46,000,000 units (“Units”) representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. (NYSE: AB) (“AB Holding”), at a price of $38.50 per Unit, net to the seller in cash, for an aggregate purchase price of up to approximately $1.8 billion, less any applicable tax withholding (the “Offer”), which expired at 5:00 p.m., New York City time, on April 1, 2025 (the “Expiration Time”).

Based on a preliminary count by the depositary and paying agent for the Offer, a total of 19,766,878 Units were properly tendered and not properly withdrawn under the Offer prior to the Expiration Time, including 559,614 Units that were tendered by notice of guaranteed delivery.

In accordance with the terms and conditions of the Offer, Equitable expects to accept for payment all of the Units that were properly tendered and not properly withdrawn, for an aggregate cost of approximately $761.0 million, excluding fees and expenses relating to the Offer. As Equitable expects to accept for purchase all of the Units that were properly tendered and not properly withdrawn there is no proration factor. The Units that Equitable expects to accept for purchase represent approximately 17.9% of the outstanding Units as of December 31, 2024. After giving effect to such purchase, Equitable will have an approximate 68.6% economic interest in AllianceBernstein L.P., the operating partnership of AB Holding.

The number of Units expected to be purchased in the Offer is based on the depositary and paying agent’s preliminary count and the assumption that all Units tendered by notice of guaranteed delivery will be delivered within the required one business day period and is subject to change. The final number of Units to be purchased will be announced following the expiration of the guaranteed delivery period and completion by the depositary and paying agent of its confirmation process. Payment for Units accepted for purchase under the Offer will occur promptly thereafter.

Questions regarding the Offer and requests for assistance in connection with the Offer may be directed to D.F. King & Co., Inc. (“D.F. King”), the information agent for the Offer, by contacting them at (800) 848-3402 (toll-free) or via email at AB@dfking.com. Banks and brokers may contact D.F. King at (212) 269-5550 or Barclays Capital Inc., the dealer manager for the Offer, at (800) 438-3242 (toll-free). Computershare Trust Company, N.A. is acting as depositary and paying agent for the Offer.

This press release is provided for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell any Units.

About Equitable Holdings

Equitable Holdings, Inc. (NYSE: EQH) is a leading financial services holding company comprised of complementary and well-established businesses, Equitable, AllianceBernstein and Equitable Advisors. Equitable Holdings has $1.0 trillion in assets under management and administration (as of 12/31/2024) and more than 5 million client relationships globally. Founded in 1859, Equitable provides retirement and protection strategies to individuals, families and small businesses. AllianceBernstein is a global investment management firm that offers diversified investment services to institutional investors, individuals and private wealth clients. Equitable Advisors, LLC (Equitable Financial Advisors in MI and TN) has 4,600 duly registered and licensed financial professionals that provide financial planning, wealth management, retirement planning, protection and risk management services to clients across the country.

Note Regarding Forward-Looking Statements

This press release contains certain forward-looking statements. Words such as “expects,” “believes,” “anticipates,” “forecasts,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release. You should read this press release, the Offer to Purchase and the other related Offer documents that have been or will be delivered to you or filed by Equitable with the SEC completely and with the understanding that actual future events may be materially different from expectations. All forward-looking statements made in this press release are qualified by these cautionary statements. Further, any forward-looking statement speaks only as of the date on which it is made, and Equitable undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, except as otherwise may be required by law.

Contacts:

Investor Relations

Erik Bass

(212) 314-2476

IR@equitable.com

Media Relations

Laura Yagerman

(212) 314-2010

mediarelations@equitable.com