Phoenix Enters Into Memorandum Of Understanding Proposing To Settle The Phoenix Bondholder Litigation

Feb 25, 2016, 09:16 ET from Chimicles & Tikellis LLP

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

 

SOURCE Chimicles & Tikellis LLP



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