Phoenix asks to amend 7.45% bonds due 2032 for Nassau merger

By Susanna Moon

Chicago, Jan. 7 – Phoenix Cos., Inc. began a consent solicitation to amend its 7.45% quarterly interest bonds due 2032, according to an 8-K filing with the Securities and Exchange Commission.

The consent bid is related to the company’s plans to be acquired by Nassau Reinsurance Group Holdings, LP, which was approved at a shareholder meeting Dec. 17. Afterward, Phoenix would become a privately held, wholly owned subsidiary.

Under the merger terms, the company said it has agreed to use its reasonable best efforts to solicit bondholders to amend the notes indenture, at Nassau’s expense.

If the merger is completed and the company is no longer required to file reports with the SEC, the proposed amendment would require Phoenix to deliver to the bond trustee annual financial statements, quarterly financial statements and reports on current events, according to a company press release.

The consent solicitation will remain open until 5 p.m. ET on Feb. 9 to holders of record as of 5 p.m. ET on Jan. 6.

The company is soliciting consents from holders of a majority of the outstanding securities. If the company obtains the needed approval, the proposed amendment will become effective when the merger is completed.

The cash consent payment will be $0.0625 per $25 principal amount of notes.

Morgan Stanley & Co. LLC (800 624-1808) is the solicitation agent. D.F. King & Co., Inc. (866-620-2535, 212 269-5550 or pfx@dfking.com) is the information and tabulation agent.

Phoenix is a Hartford-based boutique life insurance and annuity company.

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