The Phoenix Companies, Inc. (NYSE:PNX) today announced that it has
signed a definitive agreement with Tiptree Financial Partners, LP for it
to acquire Phoenix’s private placement insurance business, PFG Holdings,
Inc., including its subsidiaries, Philadelphia Financial Group, Inc. and
AGL Life Assurance Company.
The transaction, which is subject to regulatory approvals and other
customary closing conditions, is expected to close in the second quarter
of 2010. PFG’s existing management will continue with the company.
Detailed terms of the transaction were not disclosed.
"This sale of our private placement business is part of our strategic
repositioning to focus on the markets and products where we have the
greatest potential for sustainable growth in addition to strengthening
our capital position,” said James D. Wehr, Phoenix’s president and chief
executive officer.
"We believe Tiptree is a good fit for us and that the transaction will
enable PFG to enhance its leadership position in the private placement
arena,” said John K. Hillman, PFG’s president and chief executive
officer.
"PFG is a great addition to the Tiptree family of companies, and we are
looking forward to working with John and his team,” said Geoffrey
Kauffman, Tiptree’s president and chief operating officer.
Duff & Phelps Securities, LLC, the FINRA registered affiliate of Duff &
Phelps Corporation (NYSE:DUF), initiated the transaction, assisted in
the negotiations and acted as Phoenix’s financial advisor. Simpson
Thacher & Bartlett LLP acted as Phoenix’s legal advisor, and Stroock &
Stroock & Lavan LLP acted as Tiptree’s legal advisor.
ABOUT PFG HOLDINGS, INC.
Founded in 1996, PFG Holdings, Inc. develops and administers private
placement insurance and annuity structures for ultra-high net worth and
institutional clients. These products provide institutionally priced,
custom-designed alternative investment structures using variable life
insurance or an individual or group variable annuity policy. Its primary
subsidiaries are Philadelphia Financial Group and AGL Life Assurance
Company. The company is based in Plymouth Meeting, Pa.
ABOUT PHOENIX
Dating to 1851, The Phoenix Companies, Inc. (NYSE:PNX) provides
financial solutions using life insurance and annuities, with particular
expertise in the high-net-worth and affluent market. In 2008, Phoenix
had annual revenues of $2.0 billion and total assets of $25.8 billion.
Phoenix is headquartered in Hartford, Conn. For more information, visit www.phoenixwm.com.
ABOUT TIPTREE FINANCIAL PARTNERS
Formed in 2007, Tiptree Financial Partners, LP invests in the equity of
financial businesses as well as performing and distressed credit
securities. It is primarily owned by a diverse group of major financial
institutions.
FORWARD-LOOKING STATEMENTS
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 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,” "may,”
"should” and other similar words or 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.
Our
actual business, financial condition and results of operations may
differ materially from those suggested by forward-looking statements as
a result of risks and uncertainties, which include, among others:
(i)
unfavorable general economic developments including, but not limited to,
specific related factors such as the performance of the debt and equity
markets and changes in interest rates; (ii) the effect of continuing
adverse capital and credit market conditions on our ability to meet our
liquidity needs, our access to capital and our cost of capital; (iii)
the possibility of losses due to defaults by others including, but not
limited to, issuers of fixed income securities; (iv) changes in our
investment valuations based on changes in our valuation methodologies,
estimations and assumptions; (v) the effect of guaranteed benefits
within our products; (vi) the consequences related to variations in the
amount of our statutory capital due to factors beyond our control; (vii)
further downgrades in our debt or financial strength ratings; (viii) the
possibility that mortality rates, persistency rates, funding levels or
other factors may differ significantly from our pricing expectations;
(ix) the availability, pricing and terms of reinsurance coverage
generally and the inability or unwillingness of our reinsurers to meet
their obligations to us specifically; (x) our dependence on
non-affiliated distributors for our product sales; (xi) our dependence
on third parties to maintain critical business and administrative
functions; (xii) our ability to attract and retain key personnel in a
competitive environment; (xiii) the strong competition we face in our
business from banks, insurance companies and other financial services
firms; (xiv) 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; (xv) the
potential need to fund deficiencies in our Closed Block; (xvi) tax
developments that may affect us directly, or indirectly through the cost
of, the demand for or profitability of our products or services; (xvii)
the possibility that the actions and initiatives of the U.S. Government,
including those that we elect to participate in, may not improve adverse
economic and market condition generally or our business, financial
condition and results of operations specifically; (xviii) other
legislative or regulatory developments; (xix) legal or regulatory
actions; (xx) changes in accounting standards; (xxi) the potential
effects of the spin-off of our former asset management subsidiary;
(xxii) the potential effect of a material weakness in our internal
control over financial reporting on the accuracy of our reported
financial results; and (xxiii) the risks related to a man-made or
natural disaster; and (xxiv) 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.