06.01.2010 14:27:00
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Phoenix Announces Sale of PFG Holdings, Inc.
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.
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