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19. Subsequent Events
12 Months Ended
Dec. 31, 2012
Notes to Financial Statements  
Subsequent Events

 

Late Filings

 

On May 10, 2013, we filed a Notification of Late Filing on Form 12b-25 with the SEC disclosing that we would be unable to timely file our First Quarter 2013 Quarterly Report on Form 10-Q with the SEC.

 

On May 31, 2013, we filed a Current Report on Form 8-K with the SEC disclosing that we had received from the Connecticut Insurance Department, our domiciliary state insurance regulator, a 30-day extension for submission of our audited financial statements prepared in accordance with Statements of Statutory Accounting Principles (“Statutory”) for the year ended December 31, 2012 and the subsequent filing of management’s report on internal control over financial reporting for Phoenix Life. This May 31, 2013 Form 8-K disclosed that we intend to seek further extensions if required.

 

On June 28, 2013, we filed a Current Report on Form 8-K with the SEC disclosing that we determined that the completion of our  2012 audited Statutory financial statements is dependent on substantial completion of both the Company’s Restatement and the Phoenix  U.S. GAAP restatement, the evaluation of internal control over financial reporting and the related audit processes, none of which was expected to be completed by the date upon which the Company’s then-current extension for filing the audited Statutory financial statements with our domiciliary state insurance regulator was due to expire.

 

On August 9, 2013, we filed a Notification of Late Filing on Form 12b-25 with the SEC disclosing that we would be unable to timely file our second quarter 2013 Quarterly Report on Form 10-Q with the SEC.

 

On November 8, 2013, we filed a Notification of Late Filing on Form 12b-25 with the SEC disclosing that we would be unable to timely file our Third Quarter 2013 Quarterly Report on Form 10-Q with the SEC.

 

On February 28, 2014, we filed a Notification of Late Filing on Form 12b-25 with the SEC disclosing that we would be unable to timely file our 2013 Annual Report on Form 10-K with the SEC.

 

Rating Agency Actions

 

On January 16, 2013, Standard & Poor’s Ratings Services affirmed our “BB-” financial strength ratings for the Company. They also removed the rating from CreditWatch Negative and changed their outlook to stable.

 

On March 8, 2013, Standard & Poor’s Rating Services placed our “BB-” financial strength ratings for the Company on CreditWatch with negative implications.

 

On March 20, 2013, Moody’s Investors Service maintained their review for downgrade for our “Ba2” financial strength ratings for the Company.

 

On April 9, 2013, A.M. Best Co. maintained the Company’s rating and kept it under review with negative implications.

 

On May 22, 2013, Standard & Poor’s Rating Services affirmed our “BB-” financial strength rating for the Company. They removed the rating from CreditWatch with negative implications and assigned it a negative outlook.

 

On January 14, 2014, Moody’s Investor Services withdrew the Ba2 financial strength rating of the Company.

 

Capital Contribution

 

On December 30, 2013, Phoenix purchased a $30.0 million surplus note from the Company and made a $45.0 million capital contribution to further benefit the Company. The capital provided by Phoenix to the Company was intended to partially offset an anticipated net statutory reserve increase in the fourth quarter of 2013 as a result of the Company’s statutory asset adequacy analysis and to maintain adequate statutory capital.

 

SEC Cease-and-Desist Order

 

On February 12, 2014, PNX and the Company submitted an Offer of Settlement with the SEC pursuant to which PNX and the Company consented to the issuance of the form of an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (the “Order”). The Order was approved by the SEC on March 21, 2014. Pursuant to the Order, PNX and the Company have been directed to cease and desist from committing or causing any violations and any future violations of Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder and Section 15(d) of the Exchange Act and Rules 15d-1 and 15d-13 thereunder. PNX was required by the Order to file its 2012 Annual Report on Form 10-K with the SEC by March 31, 2014.  PNX filed its 2012 Annual Report on Form 10-K before the opening of the market on April 1, 2014. Further, pursuant to the order, PNX was required to file its Quarterly Report on form 10-Q for the period ended September 30, 20112 with the SEC on or before April 15, 2014 and the Company was required to file its Annual Report on Form 10-K for the year ended December 31, 2012 with the SEC on or before April 15, 2014. In addition, PNX and the Company agreed to perform certain undertakings, including for the Company to file its Quarterly Report on Form 10-Q for the period ended September 30, 2012 no later than April 30, 2014 and for PNX and the Company to file their 2013 Forms 10-K by no later than June 4, 2014 and July 3, 2014, respectively. Also pursuant to the undertakings, PNX and  the Company would file their respective 2013 Forms 10-Q after the filing of their 2013 Forms 10-K. PNX intends to become timely with its periodic filings under the Exchange Act with the filing of its Quarterly Report on Form 10-Q for the period ending June 30, 2014. The Company intends to become timely with its periodic filings under the Exchange Act with the filing of its Quarterly Report on Form 10-Q for the period ending September 30, 2014. Finally, PNX and the Company each paid a civil monetary penalty in the amount of $375,000 to the United States Treasury following the entry of the Order.

 

On April 15, 2014, the Company filed a Current Report on form 8-K with the SEC reporting PNX’s announcement of its expectation to file PNX’s Quarterly Report on form 10-Q for the period ended September 30, 2012 with the SEC on or before April 25, 2014. PNX also announced the Company’s expectation to file the Company’s Annual Report on form 10-K for the year ended December 31, 2012 with the SEC on or before April 25, 2014.