Phoenix To Be Taken Private By Nassau Reinsurance In $217.2 Mln Deal

(RTTNews) - Nassau Reinsurance Group Holdings L.P. and The Phoenix Companies Inc. (PNX) announced that they have entered into a definitive agreement in which Nassau will acquire Phoenix for $37.50 per share in cash, or aggregate equity purchase price of $217.2 million.

The purchase price represents a 188% premium over Phoenix's closing stock price of $13.03 on September 28, 2015.

After completion of the transaction, which is expected to occur by early 2016, Nassau will contribute $100 million in new equity capital into Phoenix to further stabilize and improve Phoenix's balance sheet as well as providing growth capital.

After completion of the transaction, Phoenix will be a privately held, wholly owned subsidiary of Nassau. Phoenix's corporate headquarters will remain in Hartford, Conn., and its service center will continue to be located in East Greenbush, N.Y.

Phoenix's retail bonds (PFX) will remain outstanding and, in connection with the transaction, Phoenix will solicit its bondholders to amend the indenture to replace its public filing obligations with reporting obligations more appropriate for a privately held company.

Nassau was launched in April 2015 and is an insurance and reinsurance business founded by insurance industry executives Phillip J. Gass and Kostas Cheliotis. Nassau is backed by Golden Gate Capital, a private investment firm founded in 2000 with more than $15 billion of committed capital.

The transaction is subject to approval by Phoenix shareholders, approvals by regulatory authorities including Connecticut and New York insurance regulators, FINRA and Hart-Scott-Rodino, as well as other closing conditions.

Phoenix and Nassau engaged in discussions with state insurance regulators regarding the proposed transaction in advance of executing the agreement.