The Phoenix Companies, Inc. (“Phoenix” or the “company”)
(NYSE:PNX) today announced it is seeking consent of holders of its
7.45% Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8)
(NYSE:PFX) to amend the indenture governing the bonds. The proposed
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.
If the merger is consummated and the company is no longer
required to file reports with the SEC, and is not otherwise
required to file reports with the bond trustee or the SEC pursuant
to the Trust Indenture Act of 1939, the proposed amendment would
require Phoenix to deliver to the bond trustee certain annual
financial statements, quarterly financial statements and reports on
certain current events.
The solicitation will expire at 5:00 p.m., New York City time,
on Feb. 9, 2016, or such date and time to which the company may
extend it. Only bondholders of record as of 5:00 p.m., New York
City time, on Jan. 6, 2016 may provide consents and receive the
consent fee.
If the consent solicitation is successful, and subject to the
conditions described in the Consent Solicitation Statement dated
Jan. 7, 2016, bondholders will be compensated for their consent
that is validly delivered and not revoked in the amount of $0.0625
for each $25 in principal amount. Further, as described in the
Consent Solicitation Statement, retail processing dealers may
receive a cash payment.
Phoenix is making the Consent Solicitation Statement available
to its bondholders through the bank or broker where their bonds are
held and will begin outreach for their consent to the proposed
amendment. The proposed amendment will become effective if Phoenix
receives consents from holders representing a majority of the
outstanding principal amount of the bonds and the merger is
consummated.
Morgan Stanley & Co. LLC is serving as Solicitation Agent
and D.F. King & Co., Inc. is serving as Information and
Tabulation Agent for this solicitation. Bondholders needing
assistance or additional copies of the Consent Solicitation
Statement should call D.F. King at 1-866-620-2535. Banks and
brokers should call D.F. King at 1-212-269-5550. Inquiries to D.F.
King also may be sent via email to pfx@dfking.com. General
questions may be directed to Morgan Stanley at 1-800-624-1808.
This announcement is not a solicitation of consents with
respect to the bonds. The consent solicitation is being made solely
by the Consent Solicitation Statement, as may be amended and
supplemented.
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.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160107005339/en/
Media RelationsAlice S.
Ericson,
860-403-5946alice.ericson@phoenixwm.comorInvestor
RelationsNaomi Baline Kleinman,
860-403-7100pnx.ir@phoenixwm.com
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