The Phoenix Companies, Inc. (NYSE:PNX) Commences Consent Solicitation to Amend Indenture for 7.45% Quarterly Interest Bonds d...
12 Décembre 2012 - 2:55PM
Business Wire
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
one-time consent to amend the indenture governing the bonds and
provide a related waiver.
Phoenix is restating financial statements for several prior
periods and, as a result, delayed filing its third quarter 2012
Form 10-Q with the Securities and Exchange Commission (SEC). That
delay prevented Phoenix from filing the required Form 10-Q with the
bond trustee within 15 days after the SEC filing deadline. The
company said it intends to file its third quarter 2012 Form 10-Q
with the SEC prior to the timely filing of its year-end 2012 Form
10-K. The SEC’s deadline for the Form 10-K filing is March 18,
2013.
The approval of the amendments and waiver will allow Phoenix to
extend the date for providing its third quarter 2012 Form 10-Q to
the bond trustee to March 31, 2013 and will not alter the company’s
current obligation to pay principal and interest on the bonds as
provided for in the indenture.
The solicitation will expire at 5 p.m., EST, on Jan. 15, 2013,
or such date and time to which the company may extend it. Only
bondholders of record as of the close of business on Dec. 11, 2012
may provide consents and receive the consent fee.
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.
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. 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.
ABOUT PHOENIX
Headquartered in Hartford, Connecticut, The Phoenix Companies,
Inc. (NYSE:PNX) is a boutique life insurance and annuity company
serving customers’ retirement and protection needs through select
independent distributors. For more information, visit
www.phoenixwm.com.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The foregoing may contain “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. We intend 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 trends in, or representing
management’s beliefs about, our future transactions, strategies,
operations and financial results, and 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 concerning trends and
future developments and their potential effects on us. They are not
guarantees of future performance.
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: the Company’s ability to produce
restated financial results and provide final third quarter and
year-end 2012 financial information in the anticipated timeframes
or to achieve the anticipated results of the consent solicitation;
the impact of downgrades in our debt or financial strength ratings;
the impact on our ability to hedge our positions due to the
inability to replace hedges as a result of our credit rating and
the default under the Indenture covering the securities; if we fail
to maintain an effective system of internal control over financial
reporting, the accuracy and timing of our financial reporting may
be adversely affected and, as previously reported, management will
likely conclude that there are one or more material weaknesses in
our internal control over financial reporting; the impact of our
anticipated incurrence of significant expenses related to our
financial restatement, the consent solicitation and our failure to
timely file our third quarter 2012 Form 10-Q with the SEC and
deliver it to the trustee under the indenture for the securities;
the impact that our financial restatement, the events which caused
the need for the consent solicitation, and the delay in filing our
third quarter 2012 Form 10-Q may have on our ability to access
alternate financing arrangements to fund our ongoing operations,
particularly in the event the payment obligation with respect to
the securities is accelerated as provided in the indenture; the
impact of the financial restatement process of one of our principal
insurance company subsidiaries, our financial restatement, and the
events that caused the need for the consent solicitation on the
level of regulatory scrutiny on us and our subsidiaries; the impact
of our limited ability to register our securities for offer and
sale until we are current with our relevant SEC filing obligations;
the impact, which may be adverse, on the market value of the bonds
if the requisite number of consents to effect the amendments and
waiver proposed in the Consent Solicitation Statement are received
and such proposed amendments and waiver are given effect; and the
impact of the outcome of litigation and other claim not in our
favor, which could have a material adverse effect on our financial
condition, liquidity or consolidated financial statements.
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 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.
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