In the Matter of:
PROPOSED ACQUISITION OF CONTROL OF
PHL VARIABLE INSURANCE COMPANY, PHOENIX LIFE AND ANNUITY COMPANY,
AND AMERICAN PHOENIX LIFE AND REASSURANCE COMPANY
BY
DAVERO MERGER SUB CORP., NASSAU REINSURANCE GROUP HOLDINGS, L.P.,
NASSAU
REINSURANCE GROUP HOLDINGS GP, LLC, NASSAU HOLDINGS, L.P., AND NASSAU HOLDINGS, GP LTD.
DOCKET # EX 15-150
OVERVIEW
On November 6, 2015, DAVERO MERGER SUB CORP., NASSAU REINSURANCE GROUP HOLDINGS, L.P., NASSAU REINSURANCE GROUP HOLDINGS GP, LLC, NASSAU HOLDINGS,
L.P., AND NASSAU HOLDINGS, GP LTD., (“Nassau Re”) filed an application on Form A with the Connecticut Insurance Department (the “Department”)
pursuant to Conn. Gen. Stat. §38a-130 and Conn. Agencies Regs. §38a-138-6 (the “Application”) requesting approval by the Insurance Commissioner of
the State of Connecticut for the proposed acquisition of control (the “Proposed Acquisition”) of the Connecticut domestic insurers
PHL VARIABLE INSURANCE COMPANY, PHOENIX LIFE AND ANNUITY COMPANY, AND AMERICAN PHOENIX LIFE AND REASSURANCE CO., (“Phoenix”).
The Proposed Acquisition will be effected pursuant to the terms of the Agreement and Plan of Merger dated as of September 28, 2015,
by and among Nassau Re and Phoenix.
The total aggregate consideration to be paid by Nassau Re in the acquisition is estimated to be approximately $ 217.2 million.
In Connecticut, the Insurance Commissioner (“Commissioner”), is required by Conn. Gen. Stat. §38a-132 and Conn. Agencies Regs. §38a-138-6 to hold a
public hearing on the Proposed Acquisition of the Domestic Insurer within thirty days after the Commissioner determines that the Application is
complete in all respects. When the Department determines that Application is complete, the Commissioner will issue a notice of public hearing to
consider the Proposed Acquisition.
The following is a list of all documents related to the Proposed Acquisition which are available for public viewing. Some documents which include trade secrets or personal data have been exempted from public inspection pursuant to the Connecticut Freedom of Information Act. (see Conn. Gen. Stat. §1-210).
- Form A Application
- Exhibit 1: Agreement And Plan Of Merger
- Exhibit 2: Organizational Chart Prior To The Change Of Control
- Exhibit 3: Organizational Chart Following The Change Of Control
- Exhibit 4: Biographical Affidavits For The Directors And Executive Officers Of The Applicants
- Exhibit 5: Phoenix's Form 10-K For The Year Ended December 31, 2014 Filed With The U.S. Securities And Exchange Commission
- Exhibit 6: Audited Financial Statements For Phoenix For The Years Ended December 31, 2012 Through December 31, 2014 Excerpted From Phoenix's Form 10-K For The Year Ended December 31, 2014 Filed With The U.S. Securities And Exchange Commission And Statutory Financial Statements For The Domestic Insurers For The Years Ended December 31, 2012 Through December 31, 2014
- Exhibit 7: Regulatory Filings From Item 14(A)
- Exhibit 8: Early Termination Notice From The Federal Trade Commission
- Exhibit 9: Plan Of Operation And Three-Year Pro Forma Financial Projections Of The Domestic Insurers
- Exhibit 10: Pro Forma Balance Sheets For Nassau Holdings GP Ltd., Nassau Holdings, L.P., Nassau Reinsurance Group Holdings GP, LLC, And Nassau Reinsurance Group Holdings, L.P.
Form-A follow-up Letters and Supplemental Filings
- Letter To Nassau Reinsurance Group Requesting A Supplemental Submission From Connecticut Insurance Department, Dated March 8, 2016 (Uploaded: 3/8/2016)
- Letter to Connecticut Insurance Department in response to March 8, 2016 letter to Applicant (Uploaded: 3/16/2016)
- Amended And Restated Form A Filing (Uploaded: 3/16/2016)
- Letter To Connecticut Insurance Department With Supplemental Filing, Dated March 15, 2016 (Uploaded: 3/16/2016)
- Letter To Connecticut Insurance Department Clarifying Identity Of Applicants Dated March 17, 2016 (Uploaded: 3/17/2016)
- Letter To Connecticut Insurance Department Updating Biographical Affidavits Dated March 17, 2016 (Uploaded: 3/17/2016)
- Letter To Nassau Reinsurance Group Requesting A Supplemental Filing From Connecticut Insurance Department, Dated March 24, 2016 (Uploaded: 3/24/2016)
- Letter To Connecticut Insurance Department With Applicant’s Response To The Department’s Letter Of March 24, 2016 (Uploaded: 4/7/2016)
- Applicant’s Response To The Department’s Letter Of March 24, 2016 (Uploaded: 4/7/2016)
- Letter to Connecticut Insurance Department with Capital Management Plan (Uploaded: 4/11/2016)
- Capital Management Plan (Uploaded: 4/11/2016)
- Letter to Connecticut Insurance Department with FINRA filing (Uploaded: 4/11/2016)
- Letter to Applicant RE: confidentiality for FINRA filing granted (Uploaded: 4/11/2016)
- Letter to Connecticut Insurance Department with additional signature pages (Uploaded: 4/21/2016)
- Additional Form-A Signature Pages (Uploaded: 4/21/2016)