UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
———————
FORM 8-K
———————
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 10, 2016
The Phoenix Companies, Inc.
(Exact name of registrant as specified
in its charter)
Delaware |
001-16517 |
06-1599088 |
(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
of incorporation) |
|
Identification No.) |
One American Row, Hartford, CT |
06102 -5056 |
(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (860) 403-5000
NOT APPLICABLE |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On February 10, 2016, The Phoenix Companies, Inc. (the “Company”)
issued a news release announcing the extension of the expiration date of the Company’s consent solicitation relating to its
outstanding 7.45% Quarterly Interest Bonds due 2032. The news release is furnished as Exhibit 99.1 hereto and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit:
The following exhibit is furnished herewith:
99.1 News
Release of The Phoenix Companies, Inc. dated February 10, 2016.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THE PHOENIX COMPANIES, INC. |
|
|
|
Date: February 10, 2016 |
By: |
/s/ Bonnie J. Malley |
|
Name: |
Bonnie J. Malley |
|
Title: |
Executive Vice President
and Chief Financial Officer |
Exhibit 99.1
NEWS RELEASE
|
|
![](http://www.sec.gov/Archives/edgar/data/1129633/000114420416080175/image_001.jpg) |
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|
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For Immediate Release
|
| One American Row
PO Box 5056
Hartford CT 06102-5056
www.phoenixwm.com |
Contacts: |
|
Media Relations
Alice S. Ericson, 860-403-5946
alice.ericson@phoenixwm.com |
Investor Relations
Naomi Baline Kleinman, 860-403-7100
pnx.ir@phoenixwm.com
|
The Phoenix Companies Extends
Consent Solicitation Relating to 7.45% Quarterly Interest Bonds due 2032
Hartford, Conn., Feb. 10, 2016 – The Phoenix
Companies, Inc. (“Phoenix” or the “company”) (NYSE:PNX) today announced that it has extended the expiration
date of its previously announced 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 solicitation was previously scheduled
to expire at 5:00 p.m., New York City time, on Feb. 9, 2016, and the consents received as of that time represent significantly
more than a majority in principal amount of the outstanding bonds. However, on Feb. 9, 2016, Phoenix became aware of a lawsuit
brought against it relating to the solicitation. Phoenix believes the case is without merit and is extending the solicitation to
evaluate its options.
The extended expiration date
is 5:00 p.m., New York City time, on Feb. 29, 2016. Only bondholders of record as of 5:00 p.m., New York City time, on Jan.
6, 2016 may provide consents.
Completion of the consent solicitation is not a condition to closing the previously
announced merger between Phoenix and Nassau Reinsurance Group Holdings, L. P. in which Phoenix will become a privately held,
wholly owned subsidiary of Nassau.
-more-
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.
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
-more-
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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