NEW YORK, Feb. 25, 2016 /PRNewswire/ -- Chimicles
& Tikellis LLP of Haverford,
PA and Wolf Haldenstein Adler Freeman & Herz LLP of
New York, NY, announce that they
have entered into a memorandum of understanding ("MOU") with
respect to a proposed settlement of a class action lawsuit, brought
on behalf of holders ("Bondholders") of the outstanding 7.45%
Quarterly Interest Bonds due 2032 ("Bonds") issued by The Phoenix
Companies ("Phoenix"), against
Phoenix and U.S. Bank National
Association, in its capacity as Indenture Trustee (the "Trustee"
and together with Phoenix, the
"Defendants") in the New York Supreme Court in Manhattan, in the matter Kenneth Roth on behalf of himself and all
similarly-situated bondholders v. The Phoenix Companies, Inc. and
U.S. Bank National Association, in its capacity as Indenture
Trustee, Index No. 650634/2016.
Because the $268 million in face
amount of the Bonds (NYSE: PFX) would remain outstanding after the
closing of a proposed going-private merger ("Merger") between
Phoenix and Nassau Reinsurance
Group Holdings, L.P. ("Nassau"),
Phoenix launched a consent
solicitation on January 7, 2016
asking Bondholders to approve a Fourth Supplemental Indenture that
would "replace its public filing obligations with reporting
obligations more appropriate for a privately held company." The
complaint alleges that if the Fourth Supplemental Indenture were to
be adopted as proposed by Phoenix,
then Bondholders, prospective purchasers of the Bonds, market
makers and securities analysts would not have access to financials
and other corporate information about Phoenix, and this lack of information
would impact their ability to evaluate the Bonds and the Bond's
value. The complaint also alleges that the consent solicitation
materials are false and misleading in several ways, including that
they fail to accurately describe Phoenix's disclosure obligations to the
Bondholders.
In addressing concerns over the lack of sufficient information
to evaluate the Bonds and their value in the secondary market
following consummation of the Merger, Plaintiff entered into the
MOU to secure the following benefits:
- Bondholders will now have access to financials and other
corporate information pursuant to the amended Fourth Supplemental
Indenture once Phoenix is no
longer required to file reports with the Securities and Exchange
Commission ("SEC"). Phoenix would have no obligation to file
with the SEC under securities laws once it delists from the NYSE
and deregisters the Bonds based on the current number of registered
bondholders.
- Prospective purchasers of the Bonds, securities analysts and
market makers will likewise have access to the same financial and
corporate information.
- Upon request, Bondholders, prospective purchasers of the Bonds,
securities analysts and market makers will be given prompt access
to the following information via a password protected website: (i)
the financial statements and related information set out in Section
704 in the Fourth Supplemental Indenture; (ii) the information
required to be made available to Bondholders pursuant to the Trust
Indenture Act; and (iii) quarterly and annual general account
financial statements of Phoenix Life and PHL Variable (and their
successors and assigns) as filed with state insurance regulators of
such entities.
- Bondholders are being provided with a Consent Solicitation
Supplement that, among other disclosures: (i) details the process
by which Bondholders, prospective purchasers of the Bonds,
securities analysts and market makers will get access to
information; (ii) explains that Phoenix remains the obligor under the
Indenture; (iii) provides additional explanation about the
Trustee's duties under the Fourth Supplemental Indenture; and (iv)
explains the approximately $16
million in Bonds held by "the Company and its
affiliates."
- Bondholders now have until March 4,
2016 to submit their consent to the Fourth Supplemental
Indenture and receive the Consent Fee, or revoke any prior given
consent.
The Consent Solicitation Supplement can be accessed in the Form
8-K filed by Phoenix today and is
available in the Investor Relations section of Phoenix's website. 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.
Any settlement is contingent upon, among other things, the
drafting and execution of a definitive Stipulation of Settlement,
Court approval, and consummation of the Merger. There can be no
assurance that a settlement will occur.
To see a copy of the complaint, go to www.chimicles.com.
If you would like to discuss your legal rights and options, please
contact attorney Catherine Pratsinakis,
Esq. by telephone at (610)649-1497 or by email at
cp@chimicles.com.
CONTACT INFORMATION:
CHIMICLES & TIKELLIS LLP
Nicholas E.
Chimicles
Kimberly
Donaldson Smith (kds@chimicles.com)
Catherine Pratsinakis
(cp@chimicles.com)
One Haverford Centre
361 West Lancaster Avenue
Haverford, PA 19041
Telephone: (610) 642-8500/(888) 805-7848
Fax: (610) 649-3633
www.chimicles.com
WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP
Lawrence P. Kolker
270 Madison Avenue
New York, NY 10016
Telephone:
(212) 545-4672
Fax: (212) 545-4653
www.whafh.com
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/phoenix-enters-into-memorandum-of-understanding-proposing-to-settle-the-phoenix-bondholder-litigation-300226218.html
SOURCE Chimicles & Tikellis LLP