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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)
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ALLIANCEBERNSTEIN L.P. (Name of Issuer) |
Units of Limited Partnership Interest (Title of Class of Securities) |
01855A101 (CUSIP Number) |
Robin M. Raju 1345 Avenue of the Americas, New York, NY, 10105 (212) 554-1234 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 01855A101 |
| 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)
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| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
184,336,885.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
63.11 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
Row 7, 9 and 11. The securities disclosed include 4,788,806 AB Holding Units exchangeable for AB Units under the Exchange Agreement.
SCHEDULE 13D
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| CUSIP No. | 01855A101 |
| 1 |
Name of reporting person
Alpha Units 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
75,851,289.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
25.97 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
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| CUSIP No. | 01855A101 |
| 1 |
Name of reporting person
Alpha Units Holdings II, 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
41,934,582.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.36 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Units of Limited Partnership Interest | |
| (b) | Name of Issuer:
ALLIANCEBERNSTEIN L.P. | |
| (c) | Address of Issuer's Principal Executive Offices:
501 COMMERCE STREET, NASHVILLE,
TENNESSEE
, 32703. | |
Item 1 Comment:
This Amendment No. 25 amends the Statement on Schedule 13D ("Schedule 13D") initially filed on June 30, 2000 with the Securities and Exchange Commission, as amended by Amendment No. 1 to the Schedule 13D filed on November 27, 2002, Amendment No. 2 to the Schedule 13D filed on March 9, 2004, Amendment No. 3 to the Schedule 13D filed on December 22, 2004, Amendment No. 4 to the Schedule 13D filed on March 7, 2007, Amendment No. 5 to the Schedule 13D filed on December 19, 2008, Amendment No. 6 to the Schedule 13D filed on January 8, 2009, Amendment No.7 to the Schedule 13D filed on April 1, 2009, Amendment No. 8 to the Schedule 13D filed on December 16, 2011, Amendment No. 9 to the Schedule 13D filed on September 23, 2013, Amendment No. 10 to the Schedule 13D filed on December 20, 2013, Amendment No. 11 to the Schedule 13D filed on January 5, 2016, Amendment No. 12 to the Schedule 13D filed on May 1, 2017, Amendment No. 13 to the Schedule 13D filed on July 3, 2017, Amendment No. 14 to the Schedule 13D filed on December 13, 2017, Amendment No. 15 to the Schedule 13D filed on March 6, 2018, Amendment No. 16 to the Schedule 13D filed on April 25, 2018, Amendment No. 17 to the Schedule 13D filed on October 1, 2018, Amendment No. 18 to the Schedule 13D filed on December 21, 2018, Amendment No. 19 to the Schedule 13D filed on January 3, 2019, Amendment No. 20 to the Schedule 13D filed on March 25, 2019, Amendment No. 21 to the Schedule 13D filed on May 14, 2021, Amendment 22 to the Schedule 13D filed November 6, 2024, Amendment 23 to the Schedule 13D filed on December 20, 2024 and Amendment 24 to the Schedule 13D filed on February 24, 2025, which Schedule 13D relates to the units of limited partnership interests ("AB Units") of AllianceBernstein L.P. (formerly known as Alliance Capital Management L.P.), a Delaware limited partnership ("AllianceBernstein").
On February 24, 2025, Equitable Holdings, Inc., a Delaware corporation ("Equitable"), commenced a tender offer to purchase up to 46,000,000 units representing assignments of beneficial ownership of limited partnership interests ("AB Holding Units") in AllianceBernstein Holding L.P., a Delaware limited partnership ("AB Holding"), 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, and the related Letter of Transmittal (which together, as amended and supplemented from time to time, constitute the "Offer").
At 5:00 p.m., New York City time, on April 1, 2025, the Offer expired. Equitable accepted for payment, at a purchase price of $38.50 per AB Holding Unit, and will promptly pay for, all 19,682,946 AB Holding Units that were validly tendered and not validly withdrawn pursuant to the Offer.
This Amendment No. 25 is being filed to amend Items 3, 4 and 5 of the Schedule 13D as follows:
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| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended by replacing the last four paragraphs thereof with the following paragraphs:
The aggregate Purchase Price for the 19,682,946 AB Holding Units to be purchased by Equitable is approximately $757.8 million.
Equitable anticipates that it will pay the aggregate Purchase Price from its available cash and cash equivalents.
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| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended by inserting the following paragraph at the end thereof:
Expiration of the Offer. AB Holding Units acquired in the Offer will increase Equitable's interest in AllianceBernstein. Prior to the Offer, Equitable and its subsidiaries had an approximate 61.9% interest in AllianceBernstein through their ownership of both general partnership interests in AllianceBernstein and AB Holding and AB Units. The 19,682,946 AB Holding Units that Equitable accepted for purchase represent approximately 17.8% of the outstanding AB Holding Units as of December 31, 2024, and, after giving effect to the purchase of such AB Holding Units, Equitable will have an approximate 68.6% economic interest in AllianceBernstein.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended as follows:
Item 5(a) of the Schedule 13D is hereby amended by replacing the first paragraph thereof with the following paragraphs:
Upon Equitable's purchase of AB Holding Units pursuant to the Offer, Equitable will beneficially own 19,682,946 AB Holding Units, representing approximately 17.8% of the AB Holding Units outstanding, and 61,762,208 AB Units representing approximately 21.14% of the AB Units outstanding (or, assuming all 4,788,806 AB Holding Units are exchanged for AB Units pursuant to the terms of the Master Exchange Agreement, dated December 19, 2024 (the "Exchange Agreement"), with AllianceBernstein, Equitable will beneficially own 66,551,014 AB Units representing approximately 22.78% of the AB Units outstanding). As of the date of this Amendment No. 25, Alpha Units Holdings did not beneficially own directly any AB Holding Units and beneficially owned 75,851,289 AB Units, representing approximately 25.97% of the AB Units outstanding, and Alpha Units Holdings II did not beneficially own directly any AB Holding Units and beneficially owned directly 41,934,582 AB Units representing approximately 14.36% of the AB Units outstanding. Equitable, Alpha Units Holdings, and Alpha Units Holdings II have the sole power to vote or direct the vote and the sole power to dispose or direct the dispositions of each of their AB Units. By reason of its ownership interest in Alpha Units Holdings and Alpha Units Holdings II, Equitable may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to the 75,851,289 AB Units owned directly by Alpha Units Holdings and the 41,934,582 AB Units owned directly by Alpha Units Holdings II, which, together with the 61,762,208 AB Units owned directly by Equitable, represent approximately 61.47% of the AB Units outstanding (or, assuming all 4,788,806 AB Holding Units are exchanged for AB Units pursuant to the terms of the Exchange Agreement, will represent approximately 63.11% of the AB Units outstanding).
(This excludes Units acquired by the Reporting Persons and their affiliates solely for investment purposes on behalf of client discretionary accounts.)
As noted in Item 4, after giving effect to the purchase of AB Holding Units pursuant to the Offer, Equitable will have an approximate 68.6% economic interest in AllianceBernstein. | |
| (b) | See (a). | |
| (c) | Other than as described in this Amendment No. 25, no transactions in AB Holding Units or AB Units were made by the Reporting Persons during the 60 days preceding the filing of this Amendment. | |
| SIGNATURE | |
After reasonable 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.
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