- Phoenix Becomes Nassau Re’s U.S.
Life and Annuity Platform
- $100 Million of New Equity Capital
and Reinsurance Transaction Bolster Financial Strength
- Changes to the Phoenix Management
Team
Nassau Reinsurance Group Holdings, L.P. (“Nassau Re”) and The
Phoenix Companies, Inc. (NYSE:PNX) (“Phoenix” or the “company”)
today announced the successful completion of Nassau Re’s previously
announced acquisition of Phoenix after receipt of insurance
regulatory approvals from the Connecticut Insurance Department and
the New York State Department of Financial Services.
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Phoenix is now a privately held, wholly owned subsidiary of
Nassau Re, serving as its U.S. life and annuity platform. In
addition, Saybrus Partners, Inc., Phoenix’s distribution
subsidiary, (“Saybrus Partners”) has become a subsidiary of Nassau
Re, held outside of Phoenix.
As part of the transaction, Nassau Re contributed $100 million
of new equity capital into Phoenix at closing. Additionally, Nassau
Re funded $80 million of new equity capital to Nassau Re’s
reinsurance affiliate related to a reinsurance agreement between
this affiliate and PHL Variable Insurance Company (“PHL Variable”),
one of Phoenix’s operating subsidiaries. Both actions will
immediately improve Phoenix’s capital adequacy and overall
financial strength. In particular, after giving effect for the
acquisition, holding company liquidity and PHL Variable’s estimated
risk-based capital ratio as of March 31, 2016 would have improved
significantly.
Phillip J. Gass, Nassau Re’s chief executive officer, will also
serve as Phoenix’s chief executive officer, effective immediately.
James D. Wehr, who has served as Phoenix’s president and chief
executive officer since 2009, is retiring effective July 1, 2016.
Mr. Wehr joined Phoenix in 1981 and was chief investment officer
prior to being named chief executive officer.
CEO Comments“The acquisition of Phoenix represents an
important milestone for Nassau Re as we build our U.S. life and
annuity business. As a private company, with substantial new equity
capital and the execution of the reinsurance agreement, Phoenix has
greatly improved its capital adequacy and liquidity. We believe
this will accelerate its turnaround.” Mr. Gass said.
“Phoenix has a 165-year history and a well-recognized brand, and
the management team and I are excited to start a new chapter for
the company. Our immediate priorities are to bolster Phoenix’s
ratings and risk-based capital ratios while improving the company’s
profitability. We are also excited to build out Nassau Re’s
insurance distribution platform over the years ahead, starting with
the acquisition of Saybrus Partners,” he said.
“I want to thank Jim Wehr for his leadership through a
challenging period and market environment as well as his
implementation of a solid service and product strategy that
includes the success of Saybrus Partners. Jim’s contributions over
his three decades at Phoenix cannot be overstated, and we wish him
all the best in his future endeavors,” Mr. Gass said.
Management TeamPhoenix today announced that Kostas
Cheliotis, Nassau Re’s chief operating officer and general counsel,
will also serve as Phoenix’s general counsel, effective
immediately. John T. Mulrain, who has served as Phoenix’s general
counsel and secretary since 2009, is retiring effective July 1,
2016. Mr. Mulrain joined Phoenix in 1992 and served in various
capacities within the Law Department.
As previously announced, Ernest McNeill, Jr., was named chief
financial officer upon closing, succeeding Bonnie J. Malley. He
will also serve as Phoenix’s treasurer.
Other members of Phoenix’s senior management team are:
- Jody A. Beresin, chief administrative
officer
- Thomas M. Buckingham, chief operating
officer
- Robert J. Lombardi, chief actuary
- Gina Collopy O’Connell, chief risk
officer
- Christopher M. Wilkos, chief investment
officer
Edward W. Cassidy will continue to serve as managing principal
of Saybrus Partners, Inc.
Phoenix Common Stock and Quarterly Interest BondsPhoenix
stockholders have the right to receive $37.50 in cash, without
interest, for each share of common stock held. Phoenix’s common
stock will cease trading at the close of market today and will be
delisted from the New York Stock Exchange.
Phoenix intends to delist its 7.45% Quarterly Interest Bonds due
2032 (CUSIP 71902E208) (NYSE:PFX) from the New York Stock Exchange.
The bonds will begin trading in the over the counter market on June
27, 2016. The TRACE symbol for this security will be
PNX3814338.
About PhoenixFounded in 1851, The Phoenix Companies, Inc.
offers annuities and life insurance designed to meet income and
protection needs of families and individuals planning for or living
in retirement. Our products are available primarily through
independent agents and financial professionals. Phoenix is a wholly
owned subsidiary of Nassau Re and is headquartered in Hartford,
Connecticut. We have two insurance company operating subsidiaries:
Phoenix Life Insurance Company, with a statutory home office in
East Greenbush, New York, and PHL Variable Insurance Company, with
a statutory home office in Hartford, Connecticut. For more
information, visit www.phoenixwm.com.
About Nassau ReNassau Reinsurance Group Holdings, L.P.
was founded in 2015 with an equity seed capital commitment of $750
million provided by Golden Gate Capital, a private investment firm
with over $15 billion of committed capital. Nassau Re’s mission is
to build a franchise across the insurance value chain. Nassau Re’s
extensive experience as owner-operators of numerous insurance and
financial services businesses provides a competitive advantage in
building a unique platform over the long term. Subsidiaries
currently include The Phoenix Companies, Inc., Nassau Asset
Management, LLC, Saybrus Partners, Inc., and Nassau Re (Cayman)
Ltd., with pending acquisitions of Constitution Life Insurance
Company, a Texas domiciled insurance company, and Pyramid Life
Insurance Company, a Kansas domiciled insurance company, expected
to close in 2016. Nassau Re has pro forma consolidated assets of
$17.2 billion (including pending acquisitions). For more
information, visit www.nsre.com.
Cautionary Statement Regarding Forward-Looking
StatementsThis communication contains “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995 which represent the current expectations and
beliefs of management of Phoenix concerning the proposed
transaction involving Phoenix and Nassau and other future events
and their potential effects on Phoenix. Such statements are based
upon the current beliefs and expectations of Phoenix’s management,
are not guarantees of future results and are subject to a
significant number of risks and uncertainties. These
forward-looking statements are inherently subject to significant
business, economic and competitive uncertainties and contingencies
and risk relating to the transaction, many of which are beyond
Phoenix’s control.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160620006249/en/
MediaThe Phoenix Companies, Inc.Alice S. Ericson,
860-403-5946alice.ericson@phoenixwm.comorSard Verbinnen &
CoDenise DesChenes, 212-687-8080orJenny Gore,
312-895-4700orInvestorsThe Phoenix Companies,
Inc.Naomi Baline Kleinman, 860-403-7100pnx.ir@phoenixwm.com
Phoenix (NYSE:PNX)
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