Investor Information

Investor Information

Important information regarding acquisition
of The Phoenix Companies, Inc.

On June 20, 2016, The Phoenix Companies, Inc. ("Phoenix") announced the completion of the acquisition of Phoenix by Nassau Reinsurance Group Holdings, L.P. ("Nassau Re") in accordance with the previously announced Agreement and Plan of Merger dated September 28, 2015. The acquisition made Phoenix a privately held, wholly owned subsidiary of Nassau Re. In 2018, The Phoenix Companies, Inc. changed its name to The Nassau Companies of New York.

Bondholders

The Nassau Companies of New York (formerly named The Phoenix Companies, Inc.) pays interest on the 7.45% Quarterly Interest Bonds due 2032 (CUSIP 71902E208) on a quarterly basis. Payment dates are January 15, April 15, July 15 and October 15. When the payment date occurs on a weekend or holiday, interest is paid on the next business day. In 2019, interest will be paid on January 15, April 15, July 15 and October 15.

When The Phoenix Companies, Inc. became a privately held company on June 20, 2016, the 7.45% Quarterly Interest Bonds due 2032 ceased being listed for trading on the New York Stock Exchange. The bonds remain outstanding and began trading over the counter on June 27, 2016. There were no changes to the terms or the obligation. There were no changes to the CUSIP (71902E208) or TRACE symbol (PNX3814338) for this security when the name of the company changed to The Nassau Companies of New York.

As a privately held company, we restrict access to our financial information. Only current bondholders or prospective purchasers, as well as securities analysts and market makers, are eligible to obtain access to the Secure Financial Information Portal to which we have agreed to post certain reports required by the Indenture, as supplemented, governing the bonds. See the history of our transactions in the last section.

Annual consolidated GAAP financial statements will be made available within 120 days following the end of each fiscal year and quarterly consolidated GAAP financial statements will be made available within 60 days after the end of each of the first three fiscal quarters in each fiscal year.

Shareholders

Phoenix stockholders received $37.50 in cash, without interest, for each share of common stock owned immediately before the transaction was effected at the close of business on June 20, 2016. Phoenix’s common stock (NYSE:PNX) ceased trading and was delisted from the New York Stock Exchange.

No changes were made to insurance policies or annuities with Phoenix as a result of the Nassau Re transaction. The company continues to offer quality life insurance and annuity products and is here to support policyholders from our existing Hartford, Connecticut, headquarters and East Greenbush, New York, service center.

Computershare Inc. ("Computershare") is the paying agent with respect to the Phoenix common stock. Computershare sent stockholders who hold stock certificates or a combination of stock certificates and book-entry shares, a letter of transmittal containing instructions on how their shares may be exchanged for payment of the merger consideration. Stockholders who held only book-entry shares (those shares which are held electronically or in non-paper form) received their proceeds automatically from Computershare.

Phoenix stockholders with questions regarding their shares of common stock or the exchange of such shares should contact Computershare Inc. directly at:

Computershare
Corporate Action Department
250 Royall Street
Canton, MA 02940

Website:
www.computershare.com/investor

Toll Free:
800-546-5141 (inside the US and Canada)
781-575-2765 (outside the US and Canada)

FAQs

Answers to frequently asked investor questions

Nassau Re purchased all outstanding shares of Phoenix. Phoenix stockholders received $37.50 in cash, without interest, for each share of common stock held.

Phoenix’s common stock (Ticker symbol: PNX) ceased trading and was delisted from the New York Stock Exchange (“NYSE”).

Book entry shares

If your registered shares were in book-entry form (electronic), our paying agent, Computershare, sent you a check shortly after the June 20, 2016 effective date of the transaction. This payment was made automatically.

Certificated shares

If your registered shares were in certificated form, the payment was not sent automatically. Shortly after the June 20, 2016 effective date of the transaction, our paying agent, Computershare, sent you a Letter of Transmittal with detailed, written instructions for exchanging your stock certificate for cash.

Other brokerage accounts

Shortly after the June 20, 2016 effective date of the transaction, proceeds for the shares were allocated to brokers by DTC (Cede & Co.). Contact your broker for more information.

If you received your shares in Phoenix's 2001 demutualization, your cost basis in those shares will be zero.

If you purchased your shares from a broker, the amount you paid for the shares will be your cost basis.

We cannot provide tax advice. Your specific tax situation should be discussed with your tax advisor.

Book-entry is registered ownership of stock without the issuance of a corresponding stock certificate. Periodic statements of ownership are issued instead of certificates.

Shares of stock held in the name of a broker for a client are said to be held in "street name." This occurs when a client wishes the shares to be held by the broker.

Computershare is the paying agent with respect to the Phoenix common stock.

Computershare sent to stockholders who hold stock certificates or a combination of stock certificates and book-entry shares, a letter of transmittal containing instructions on how their shares may be exchanged for payment of the merger consideration.

Stockholders who held only book-entry shares (those shares which are held electronically or in non-paper form) received their proceeds automatically from Computershare.

Stockholders who held their shares in street name received their proceeds directly from their broker.

Computershare
Corporate Action Department
250 Royall Street
Canton, MA 02940

Website:
www.computershare.com/investor

Toll Free:
800-546-5141 (inside the US and Canada)
781-575-2765 (outside the US and Canada)

The 7.45% Quarterly Interest Bonds due 2032 remain outstanding and began trading over the counter on June 27, 2016 after they ceased trading on the New York Stock Exchange (Ticker symbol: PFX). There were no changes to the terms or the obligation. There were no changes to the CUSIP (71902E208) or TRACE symbol (PNX3814338) for this security when the name of the company changed to The Nassau Companies of New York. For the latest trading information, please click here to go to the FINRA bond information website.

For the latest trading information, please click here to go to the FINRA bond information website. Please contact your broker for more information.

No changes were made to insurance policies or annuities with Phoenix as a result of the Nassau Re transaction in 2016. There also were no changes to existing insurance policies or annuities when Phoenix Life Insurance Company changed its name to Nassau Life Insurance Company and Phoenix Life and Annuity Company changed its name to Nassau Life and Annuity Company in 2018.

The company continues to offer life insurance and annuity products and is here to support you from our existing Hartford, Connecticut, headquarters and East Greenbush, New York, service center.

If you have any questions about your life insurance policy or annuity contract, please refer to the Contact Us information this web site

Historical closing common stock prices for The Phoenix Companies, Inc. prior to the Nassau Re transaction may be found here in PDF format.

History

On March 4, 2016, The ​Phoenix Companies, Inc. ​announced the successful ​consent solicitation of ​bondholders holding its 7.45% ​Quarterly Interest Bonds due ​2032 (CUSIP 71902E 20 8) to ​amend the indenture governing ​the bonds. The approved ​amendment was in connection ​with the acquisition of ​Phoenix by Nassau Reinsurance ​Group Holdings, L.P.

Historical Documents
Date Document
Mar 9, 2016 Current Report on Form 8-K
Mar 9, 2016 Fourth Supplement Indenture
Mar 4, 2016 The Phoenix Companies, Inc. (NYSE:PNX) Announces Successful Consent Solicitation Relating to 7.45% Quarterly Interest Bonds due 2032 in Connection with Proposed Acquisition by Nassau
Feb 24, 2016 The Phoenix Companies Announces Second Extension to Consent Solicitation Relating to 7.45% Quarterly Interest Bonds due 2032; Enters Memorandum of Understanding to Settle Litigation
Feb 24, 2016 Current Report on Form 8-K
Feb 10, 2016 The Phoenix Companies Extends Consent Solicitation Relating to 7.45% Quarterly Interest Bonds due 2032
Jan 7, 2016 The Phoenix Companies, Inc. (NYSE:PNX) Announces Consent Solicitation Relating to 7.45% Quarterly Interest Bonds Due 2032 in Connection with Proposed Acquisition by Nassau
Feb 21, 2014 Current Report on Form 8-K
Feb 21, 2014 Third Supplemental Indenture
Feb 20, 2014 The Phoenix Companies, Inc. (NYSE:PNX) Announces Success of Consent Solicitation Relating to 7.45% Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8) (NYSE:PFX)
Jan 23, 2014 The Phoenix Companies, Inc. (NYSE:PNX) Commences Consent Solicitation to Amend Indenture for 7.45% Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8) (NYSE:PFX)
Jan 23, 2014 PFX Form of Consent
Jan 23, 2014 PFX Consent Solicitation Statement
May 23, 2013 Current Report on Form 8-K
May 23, 2013 Second Supplemental Indenture
May 22, 2013 The Phoenix Companies, Inc. (NYSE:PNX) Announces Success of Consent Solicitation Relating to 7.45% Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8) (NYSE:PFX)
May 15, 2013 PFX Bondholder Letter
May 10, 2013 PFX Bondholder Letter
May 7, 2013 PFX Bondholder Letter
Apr 24, 2013 The Phoenix Companies, Inc. (NYSE:PNX) Announces Consent Solicitation Relating to 7.45% Quarterly Interest Bonds due 2032 and Provides Restatement Update
Apr 24, 2013 PFX Form of Consent
Apr 24, 2013 PFX Consent Solicitation Statement
Jan 18, 2013 Current Report on Form 8-K
Jan 18, 2013 First Supplemental Indenture
Jan 16, 2013 The Phoenix Companies, Inc. (NYSE:PNX) Announces Success of Consent Solicitation Relating to 7.45% Quarterly Interest Bonds Due 2032 (CUSIP 71902E 20 8) (NYSE:PFX)
Jan 8, 2013 Current Report on Form 8-K
Jan 3, 2013 PFX Bondholder Letter
Dec 12, 2012 PFX Form of Consent
Dec 12, 2012 PFX Consent Solicitation Statement
Dec 12, 2012 PFX Bondholder Letter
Dec 12, 2012 The Phoenix Companies, Inc. (NYSE:PNX) Commences Consent Solicitation to Amend Indenture for 7.45% Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8) (NYSE:PFX)
Dec 6, 2012 The Phoenix Companies, Inc. (NYSE:PNX) to Seek Consent to Amend Indenture for 7.45% Quarterly Interest Bonds Due 2032 (NYSE:PFX)
Dec 27, 2001 PFX Indenture

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