The Phoenix Companies, Inc. (NYSE:PNX) Announces Successful Consent Solicitation Relating to 7.45% Quarterly Interest Bonds d...
04 März 2016 - 11:09PM
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 PhoenixThe 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
StatementsThe 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20160304005816/en/
The Phoenix Companies, Inc.Media
RelationsAlice S. Ericson,
860-403-5946alice.ericson@phoenixwm.comorInvestor
RelationsNaomi Baline Kleinman,
860-403-7100pnx.ir@phoenixwm.com
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