HARTFORD, Conn.--(BUSINESS WIRE)--The Phoenix Companies, Inc. (“Phoenix” or the “company”) (NYSE:PNX) today announced the successful consent solicitation of bondholders holding its 7.45% Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8) (NYSE:PFX) to amend the indenture governing the bonds. The consents received represent approximately 70% of the outstanding principal amount.
The approved amendment is in connection with Phoenix’s previously announced agreement to be acquired by Nassau Reinsurance Group Holdings, L.P. and become its privately held, wholly owned subsidiary. Completion of the consent solicitation is not a condition to closing.
If the merger is consummated and the bonds are delisted, the company will no longer be required to file SEC Reports with the SEC and will not be required to file reports with the bond’s trustee or the SEC pursuant to the terms of the Indenture or the Trust Indenture Act of 1939, as amended.
The amendment would require the company to deliver to the trustee and make available to bondholders certain annual financial statements, quarterly financial statements and reports on certain current events. The consent solicitation statement, as supplemented, contains more detail on how bondholders and other designated parties can access financial statements and other information after the company is no longer required to file reports with the SEC.
About Phoenix
The Phoenix Companies, Inc. (NYSE:PNX) helps
financial professionals provide solutions, including income strategies
and insurance protection, to families and individuals planning for or
living in retirement. Founded as a life insurance company in 1851,
Phoenix offers products and services designed to meet financial needs in
the middle income and mass affluent markets. Its distribution
subsidiary, Saybrus Partners, Inc., offers solutions-based sales support
to financial professionals and represents Phoenix’s products among key
distributors, including independent marketing organizations and
brokerage general agencies. Phoenix is headquartered in Hartford,
Connecticut, and has two insurance company operating subsidiaries:
Phoenix Life Insurance Company, which has its statutory home office in
East Greenbush, New York, and PHL Variable Insurance Company, which has
its statutory home office in Hartford, Connecticut. For more
information, visit www.phoenixwm.com.
Cautionary Statement Regarding Forward-Looking Statements
The
foregoing contains “forward-looking statements” within the meaning of
the Private Securities Litigation Reform Act of 1995. We intend for
these forward-looking statements to be covered by the safe harbor
provisions of the federal securities laws relating to forward-looking
statements. These forward-looking statements include statements relating
to regulatory approvals and the expected timing, completion and effects
of the merger, as well as other statements representing management’s
beliefs about, future events, transactions, strategies, operations and
financial results, including, without limitation, our expectation to
provide information within anticipated timeframes and otherwise in
accordance with law, the outcome of litigation and claims as well as
regulatory examinations, investigations, proceedings and orders arising
out of restatements of financial statements and the failure by Phoenix
and its wholly owned subsidiary, PHL Variable Insurance Company, to file
SEC reports on a timely basis, potential penalties that may result from
failure to timely file statutory financial statements with state
insurance regulators, and Phoenix’s ability to satisfy its requirements
under, and maintain the listing of its shares on, the NYSE. Such
forward-looking statements often contain words such as “assume,” “will,”
“anticipate,” “believe,” “predict,” “project,” “potential,”
“contemplate,” “plan,” “forecast,” “estimate,” “expect,” “intend,” “is
targeting,” “may,” “should,” “would,” “could,” “goal,” “seek,” “hope,”
“aim,” “continue” and other similar words or expressions or the negative
thereof or other variations thereon. Forward-looking statements are made
based upon management’s current expectations and beliefs and are not
guarantees of future performance. Such forward-looking statements
involve numerous assumptions, risks and uncertainties that may cause
actual results to differ materially from those expressed or implied in
any such statements. These risks and uncertainties include the
occurrence of any event, change or other circumstances that could give
rise to the termination of the merger agreement, which could have a
material adverse effect on us and our stock price; the inability to
consummate the merger, or the inability to consummate the merger in the
timeframe or manner currently anticipated, due to the failure to satisfy
conditions to completion of the merger, including that a governmental
entity may prohibit, delay or refuse to grant approval for the
consummation of the transaction could have a material adverse effect on
us and our stock price. Our ability to maintain a timely filing schedule
with respect to our SEC filings is subject to a number of contingencies,
including but not limited to, whether existing systems and processes can
be timely updated, supplemented or replaced, and whether additional
filings may be necessary in connection with the restatements. Our actual
business, financial condition or results of operations may differ
materially from those suggested by forward-looking statements as a
result of risks and uncertainties which include, among others, those
risks and uncertainties described in any of our filings with the SEC.
Certain other factors which may impact our business, financial condition
or results of operations or which may cause actual results to differ
from such forward-looking statements are discussed or included in our
periodic reports filed with the SEC and are available on our website at www.phoenixwm.com
under “Investor Relations.” You are urged to carefully consider all such
factors. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable and are expressed in good
faith, no assurance can be given that such expectations will prove to
have been correct and persons reading this material are therefore
cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date of this announcement. Except
as required by law, we do not undertake or plan to update or revise
forward-looking statements to reflect actual results, changes in plans,
assumptions, estimates or projections, or other circumstances occurring
after the date of this material, even if such results, changes or
circumstances make it clear that any forward-looking information will
not be realized. If we make any future public statements or disclosures
which modify or impact any of the forward-looking statements contained
in or accompanying this material, such statements or disclosures will be
deemed to modify or supersede such statements in this material.