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PNX > SEC Filings for PNX > Form 8-K on 21-Feb-2014All Recent SEC Filings

Show all filings for PHOENIX COMPANIES INC/DE

Form 8-K for PHOENIX COMPANIES INC/DE


21-Feb-2014

Entry into a Material Definitive Agreement, Submission of Matters to a V


Item 1.01 Entry into a Material Definitive Agreement.

On February 21, 2014, The Phoenix Companies, Inc. (the "Company") and U.S. Bank National Association, as successor trustee to SunTrust Bank, as trustee (the "Trustee") under the Indenture, dated as of December 27, 2001 (the "Original Indenture"), as amended by that certain First Supplemental Indenture, dated as of January 18, 2013 (the "First Supplemental Indenture") and that certain Second Supplemental Indenture, dated as of May 23, 2013 (the "Second Supplemental Indenture" and together with the First Supplemental Indenture and Original Indenture, the "Indenture"), governing the Company's 7.45% Quarterly Interest Bonds due 2032 (the "Bonds"), executed a Third Supplemental Indenture amending the Indenture (the "Third Supplemental Indenture"), which Third Supplemental Indenture became effective on such date.

On February 20, 2014, the Company announced the success of its consent solicitation relating to the Bonds conducted pursuant to its Consent Solicitation Statement dated January 23, 2014 (the "Consent Solicitation Statement"). Holders of $181,516,525 in aggregate principal amount of the Bonds, representing 71.84% of the $252,682,375 in outstanding principal amount of Bonds as of the January 22, 2014 record date for the consent solicitation, consented to the amendments to the Indenture set forth in the Third Supplemental Indenture (the "Amendments") and the related waiver (the "Waiver"). The consents received from holders are in excess of the requisite majority of the outstanding principal amount of the Bonds necessary to approve the Amendments and the Waiver. Pursuant to the terms of the Indenture, Bonds owned by the Company's affiliates were not deemed outstanding for purposes of the consent solicitation and, as a result, did not participate in the consent solicitation.

The Amendments provide that until 5:30 p.m., New York City time on March 16, 2015, any failure by the Company to comply with the sections of the Indenture relating to the filing of the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2012, its Annual Report on Form 10-K for the year ended December 31, 2012, its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013, June 30, 2013 and September 30, 2013, its Annual Report on Form 10-K for the year ended December 31, 2013, and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 (the "SEC Reports") and the delivery of any related notice of default to the Trustee will not constitute defaults under the Indenture, and that the Company's filing of the SEC Reports on a delayed basis on or prior to March 16, 2015 will satisfy its obligations under the reporting covenant in the Indenture. The Waiver provides that any and all defaults and events of default occurring under the Indenture prior to the effectiveness of the Third Supplemental Indenture are waived.

Additional details regarding the Amendments and the Waiver are contained in the Consent Solicitation Statement, which was furnished as Exhibit 99.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on January 23, 2014.

The foregoing is intended to be a summary of the terms of the Third Supplemental Indenture and is qualified in its entirety by reference to the Third Supplemental Indenture, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference as if fully set forth herein.



Item 5.07 Submission of Matters to a Vote of Security Holders

Reference is made to the disclosure made under Item 1.01 of this Current Report on Form 8-K.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibit:

Exhibit 4.1 - Third Supplemental Indenture dated February 21, 2014


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