Phoenix is required to file its quarterly and annual reports with the bond trustee within 15 days after the applicable SEC filing deadline. Once that date passes, the trustee or holders representing 25% or more in principal amount of the bonds may then initiate a 60-day “cure” period. If the reports are not delivered to the trustee before the cure period expires, the trustee or holders representing 25% or more in principal amount of the bonds can request acceleration of maturity.
With today’s announcement, Phoenix has concluded that it will not meet the respective deadlines for providing the trustee with its third quarter 2012 Form 10-Q or 2012 Form 10-K. If the company later concludes that it does not expect to deliver these reports within the cure periods, it may solicit its bondholders for another consent that would further extend the deadline for providing the trustee with the third quarter 2012 Form 10-Q and extend the deadline for providing the 2012 Form 10-K.
Even without another successful solicitation of bondholders, the company believes acceleration to be unlikely because of, among other things, the favorable interest rate paid on the bonds. However, the company believes it would have adequate liquidity in the holding company to meet those obligations if an acceleration occurred directly after the cure periods.
ANNUAL MEETING OF SHAREHOLDERS
Phoenix will announce the date for its 2013 Annual Meeting of Shareholders once a timetable for the filing of its 2012 Form 10-K is established.
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
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; the impact of downgrades in our debt or financial strength ratings; 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 multiple material weaknesses in our internal control over financial reporting; the impact of our anticipated incurrence of significant expenses related to our financial restatement and our failure to timely file our third quarter 2012 Form 10-Q and 2012 Form 10-K with the SEC; the impact that our financial restatement and the delay in filing our third quarter 2012 Form 10-Q and 2012 Form 10-K may have on our ability to access alternate financing arrangements to fund our ongoing operations; the impact of the financial restatement process of one of our principal insurance company subsidiaries and our financial restatement 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; and the impact of the outcome of litigation and other claims 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
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.