Phoenix gets consents to amend 7.45% notes, needed to delay filings

By Susanna Moon

Chicago, May 22 - Phoenix Cos., Inc. said it obtained consents from holders of about 60% of its 7.45% quarterly interest bonds due 2032, enough to amend the notes and to provide a waiver.

The company sought to extend the date for providing the bond trustee with its 10-Q report for the third quarter of 2012, its 10-K report for 2012 and its 10-Q reports for the first, second and third quarters of 2013 to Dec. 31, 2013, as announced on April 24.

The company needed consents from the holders of a majority of the notes.

The consent solicitation expired at 5 p.m. ET on May 21. Holders needed to be of record as of 5 p.m. ET on April 23.

As noted before, the company will pay a consent fee of $0.0625 per $25 principal amount of notes.

With respect to any consent received from a beneficial owner with holdings in an aggregate principal amount of notes less than or equal to $250,000, the company will pay, if applicable, any relevant retail processing dealer a cash payment equal to $0.0625 per $25 principal amount of notes to which such consent relates, the company previously said.

Filings delayed

The company received bondholder consent in January to extend the date for providing the third-quarter 10-Q report to March 31.

The company did not meet that deadline or the deadline for providing its 10-K report for 2012. On April 1, the indenture trustee sent a notice of default initiating a 60-day cure period. Without the waiver and extension, the trustee or holders of 25% of more of the notes can request acceleration of maturity if the reports are not delivered before the cure period ends.

The company previously said it did not expect to deliver these reports within the cure period. Even if the solicitation were unsuccessful, however, acceleration would have been unlikely because of the bonds' favorable interest rate, according to a previous press release.

If acceleration were to occur, the company previously said it believed it would have enough liquidity to meet its obligations.

The solicitation agent was Morgan Stanley & Co. LLC (800 624-1808). The information and tabulation agent was D.F. King & Co., Inc. (800 829-6551, pfx@dfking.com or, for bankers and brokers, 212 269-5550).

Phoenix is a boutique life insurance and annuity company based in Hartford, Conn.

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