The Phoenix Companies, Inc. (NYSE:PNX) today commenced its previously
announced solicitation of bondholders holding its 7.45% Quarterly
Interest Bonds Due 2032 (CUSIP 71902E 20 8) seeking a consent to amend
the indenture governing the bonds and provide a related waiver.
The amendment to the terms of the indenture would allow Phoenix to
extend to March 16, 2015 the deadline for all SEC reports required to be
delivered to the bond trustee prior to that date, but will not alter the
company's current obligation to pay principal and interest on the bonds
as provided for in the indenture.
Phoenix previously said it expects to file its 2012 Form 10-K by March
31, 2014 and become a timely SEC filer with the filing of its second
quarter 2014 Form 10-Q. The extended deadline would provide Phoenix with
additional flexibility for delivering required SEC reports to the bond
As previously reported, Phoenix is restating historical annual and
interim GAAP financial statements. As a result, Phoenix has not yet
filed with the SEC its third quarter 2012 Form 10-Q and its subsequent
Phoenix is required to file its quarterly and annual reports with the
bond trustee within 15 days after the applicable filing deadline. After
each deadline, the trustee or holders representing 25% or more in
outstanding principal amount of the bonds may then initiate a 60-day
"cure" period. If the reports are not delivered to the trustee before
the cure period expires, the trustee or holders representing 25% or more
in outstanding principal amount of the bonds can request acceleration of
In May 2013, Phoenix received valid consents from bondholders that
allowed the company to extend the date for providing to the bond trustee
its third quarter 2012 Form 10-Q and subsequent periodic reports to Dec.
31, 2013. Because Phoenix did not meet this deadline and does not expect
to provide the reports within the cure period, it must obtain bondholder
consent for the amendments and waiver by March 7, 2014 to avoid an event
Phoenix is making a 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 amendments. If the consent
solicitation is successful, and subject to the conditions described in
the Consent Solicitation Statement, bondholders will be compensated for
their consent in the amount of $0.0625 for each $25 in principal amount.
Bondholders may revoke their consent pursuant to the terms described in
the Consent Solicitation Statement.
The solicitation will expire at 5 p.m., EST, on Feb. 20, 2014, or such
date and time to which the company may extend it. Only bondholders of
record as of the close of buiness on Jan. 22, 2014 may provide consents
and receive the consent fee.
This announcement is not a solicitation of consents with respect to any
bonds. The consent solicitation is being made solely by a Consent
Solicitation Statement and related documents.
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 1-800-829-6551
or send an email to email@example.com.
Bankers and brokers should call D.F. King at 1-212-269-5550. General
questions may be directed to Morgan Stanley at 1-800-624-1808.
Phoenix's 7.45% Quarterly Interest Bonds are a retail note issued in
2001 with approximately $253 million outstanding and are traded on the
NYSE under the symbol "PFX."
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 its principal
operating subsidiary, Phoenix Life Insurance Company, has its statutory
home office in East Greenbush, New York. 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, or representing management's beliefs
about, our future transactions, strategies, operations and financial
results, including, without limitation, our expectation to provide
information within anticipated timeframes and potential penalties that
may result from failure to timely file statutory financial statements
with state insurance regulators, and the Company'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
"will," "anticipate," "believe," "plan," "estimate," "expect," "intend,"
"is targeting," "may," "should" and other similar words or expressions.
Forward-looking statements are made based upon management's current
expectations and beliefs and are not guarantees of future performance.
Our ability to provide updated information about the restatement in
the anticipated timeframe, complete the restatement and resume a timely
filing schedule with respect to our SEC filings reflecting the
restatement is subject to a number of contingencies, including but not
limited to, whether we continue to identify errors in our consolidated
financial statements, whether existing systems and processes can be
timely updated, supplemented or replaced, and the number and complexity
of, and periods covered by, the periodic reports that we will have to
file with the SEC to reflect the restatement. 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 other 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. 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 news release, 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 news release, such statements or
disclosures will be deemed to modify or supersede such statements in
this news release.
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