Phoenix Files Form 10 Registration Statement Relating to the Spin-off of Phoenix Investment Partners
June 30, 2008
Hartford, CT
The Phoenix Companies, Inc. (NYSE:PNX) today filed a Form 10 Registration Statement with attached information statement with the Securities and Exchange Commission (SEC) relating to the planned spin-off of its asset management subsidiary, Phoenix Investment Partners, Ltd., to Phoenix's stockholders. Duff & Phelps has been a wholly owned subsidiary of Phoenix Investment Partners, Ltd., since 1995.
"Today's filing marks an important milestone on our path to separating our asset management and life and annuity businesses as part of our ongoing efforts to build value for all of our shareholders," said Dona D. Young, chairman, president and chief executive officer of The Phoenix Companies. "Once concluded, this transaction will represent the culmination of the restructuring of asset management and the refocusing of life and annuity that will allow each company to focus on maximizing its own, distinct opportunities and different financial characteristics. Over time, the two companies may appeal to different investor bases and allow for clarity on valuation of the respective businesses."
Goodwin Capital Advisers, Inc., currently part of Phoenix Investment Partners, will remain with Phoenix and continue to manage Phoenix's general account assets. It also will manage certain retail mutual funds of the new asset management company, under a sub-advisory agreement, as well as institutional accounts.
Phoenix Investment Partner's president, George R. Aylward, will serve as president and chief executive officer of the new asset management company.
"Our strategy as an independent company will be to maximize value to our stockholders by building on our current strengths and capitalizing on the opportunities we see in the market where we believe we can be competitive and achieve growth," Mr. Aylward said.
"We expect to maintain, extend and improve our product offerings of high-quality investment management capabilities by leveraging our internal capabilities. We will work to develop new products, build upon our current distribution access to generate higher levels of sales, develop and attract additional high-caliber investment professionals and enhance our shared administrative and distribution services and achieve greater economies of scale," he said.
After the separation, Phoenix will be a pure play life and annuity company serving the high-growth affluent and high-net-worth marketplace. We are focused on growing our core product lines, as well as in more innovative businesses. We believe clarity of focus will enhance our execution and the opportunity to demonstrate our value to shareholders, Mrs. Young said.
Phoenix intends to structure the transaction on a tax-free basis for the company and stockholders and expects to complete it in the third quarter of 2008. The registration statement and information statement will be mailed to all stockholders prior to the spin off. Stockholders are urged to read the registration statement when it becomes available.
Goldman, Sachs & Co. and Wachovia Capital Markets, LLC are acting as the company's financial advisors in connection with the transaction. Simpson Thacher & Bartlett LLP is acting as legal advisor.
With roots dating to 1851, The Phoenix Companies, Inc. (NYSE:PNX) helps individuals and institutions solve their often highly complex personal financial and business planning needs through its broad array of life insurance, annuities and investments. In 2007, Phoenix had annual revenues of $2.6 billion and total assets of $30.2 billion. For more information, visit www.phoenixwm.com.
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which, by their nature, are subject to risks and uncertainties. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These include statements relating to trends in, or representing management's beliefs about, our future transactions, strategies, operations and financial results, as well as other statements including words such as anticipate, believe, plan, estimate, expect, intend, may, should and other similar expressions. Forward-looking statements are made based upon our current expectations and beliefs concerning trends and future developments and their potential effects on the company. They are not guarantees of future performance. Actual results may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties, which include, among others: (i) changes in general market and business conditions, interest rates and the debt and equity markets; (ii) the possibility that mortality rates, persistency rates or funding levels may differ significantly from our pricing expectations; (iii) the availability, pricing and terms of reinsurance coverage generally and the inability or unwillingness of our reinsurers to meet their obligations to us specifically; (iv) our dependence on non-affiliated distributors for our product sales, (v) downgrades in our debt or financial strength ratings; (vi) our dependence on third parties to maintain critical business and administrative functions; (vii) the ability of independent trustees of our mutual funds and closed-end funds, intermediary program sponsors, managed account clients and institutional asset management clients to terminate their relationships with us; (viii) our ability to attract and retain key personnel in a competitive environment; (ix) the poor relative investment performance of some of our asset management strategies and the resulting outflows in our assets under management; (x) the possibility that the goodwill or intangible assets associated with our asset management business could become impaired, requiring a charge to earnings; (xi) the strong competition we face in our business from mutual fund companies, banks, asset management firms and other insurance companies; (xii) our reliance, as a holding company, on dividends and other payments from our subsidiaries to meet our financial obligations and pay future dividends, particularly since our insurance subsidiaries' ability to pay dividends is subject to regulatory restrictions; (xiii) the potential need to fund deficiencies in our Closed Block; (xiv) tax developments that may affect us directly, or indirectly through the cost of, the demand for or profitability of our products or services; (xv) other legislative or regulatory developments; (xvi) legal or regulatory actions; (xvii) changes in accounting standards; (xviii) the potential effects of the spin-off of our asset management subsidiary on our expense levels, liquidity and third-party relationships; and (xix) other risks and uncertainties described herein or in any of our filings with the SEC. We undertake no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.
CONTACT: The Phoenix Companies, Inc.
Media Relations
Alice S. Ericson, 860-403-5946
alice.ericson@phoenixwm.com
or
Investor Relations
860-403-7100
pnx.ir@phoenixwm.com
SOURCE: The Phoenix Companies, Inc.
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