Delphi Financial Group, Inc. Announces Intention to Delist & Deregister 7.376% Fixed-to-Floating Rate Junior Subordinated Deb...
27 Abril 2012 - 3:30PM
Business Wire
Delphi Financial Group, Inc. (Delphi) (NYSE:DFG) announced today
that it has notified the New York Stock Exchange (the “NYSE”) that
the Board of Directors of Delphi have authorized and empowered
designated officers of Delphi to voluntarily delist from the NYSE
the 7.376% Fixed-to-Floating Rate Junior Subordinated Debentures
due May 1, 2067 issued by Delphi with NYSE ticker symbol DFP (the
“Hybrid Securities”), as well as terminate the registration of the
Hybrid Securities and the 7.875% Senior Notes due January 31, 2020
issued by Delphi (the “Senior Notes”) and the reporting obligations
of Delphi with respect to the Hybrid Securities and Senior Notes
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). To delist the Hybrid Securities, Delphi expects to
file a Form 25 with the U.S. Securities and Exchange Commission
(the “SEC”) on or about the closing of the contemplated merger of
TM Investment (Delaware) Inc. (“Merger Sub”) with and into Delphi,
pursuant to that certain Agreement and Plan of Merger, dated as of
December 21, 2011, by and among Delphi, Tokio Marine Holdings, Inc.
and Merger Sub (such transaction, the “Merger”). Delphi reserves
the right to delay the filing of the Form 25 or to withdraw such
filing for any reason prior to its effectiveness, including,
without limitation, the delay or failure of the closing of the
Merger. Delphi expects that the delisting of the Hybrid Securities
will become effective 10 days after the filing of a Form 25 with
the SEC and the deregistration of the Hybrid Securities and Senior
Notes will become effective 90 days after the filing of a Form 15
with the SEC. If the closing of the Merger does not occur, Delphi
would not expect to file a Form 25 to delist the Hybrid Securities
nor a Form 15 to deregister the Hybrid Securities and Senior
Notes.
Delphi’s decision to withdraw the Hybrid Securities from listing
on the NYSE and to terminate registration of the Hybrid Securities
and Senior Notes under the Exchange Act was based on its
determination that, in light of the contemplated Merger, the
administrative costs and burdens associated with maintaining the
listing of the Hybrid Securities on the NYSE and the registration
of the Hybrid Securities and Senior Notes with the SEC exceed the
benefits given the small number of holders of each of the Hybrid
Securities and Senior Notes.
After the delisting and deregistration of the Hybrid Securities
and Senior Notes, the holders of each of the Hybrid Securities and
Senior Notes will continue to deal with and receive their
respective principal and interest payments through the trustee,
U.S. Bank National Association. Delphi has not arranged for the
listing and/or registration of the Hybrid Securities or Senior
Notes on another national securities exchange or for the quotation
of the Hybrid Securities or Senior Notes in a quotation medium.
About Delphi Financial Group, Inc.:
Delphi is a financial services company focused on specialty
insurance and insurance-related businesses. Delphi is a leader in
managing all aspects of employee absence to enhance the
productivity of its clients and provides the related group
insurance coverages: long-term and short-term disability, life,
excess workers’ compensation for self-insured employers, large
casualty programs including large deductible workers’ compensation,
travel accident, dental and limited benefit health insurance.
Delphi’s asset accumulation business emphasizes individual annuity
products. Delphi’s common stock is listed on the NYSE under the
symbol DFG and its corporate website address is
www.delphifin.com.
Cautionary Statement Regarding Forward-Looking
Statements
Certain statements in this communication may constitute
“forward-looking statements.” Actual results could differ
materially from those projected or forecast in the forward-looking
statements. The factors that could cause actual results to differ
materially include those referred to in filings of Delphi with the
SEC, as well as the following: operating costs, customer loss and
business disruption (including, without limitation, difficulties in
maintaining relationships with employees, customers or suppliers)
may be greater than expected following the announcement of the
transaction; the retention of certain key employees at Delphi; the
conditions to the completion of the proposed transaction may not be
satisfied, or the regulatory approvals required for the proposed
transaction may not be obtained on the terms expected or on the
anticipated schedule; the parties may not be able to meet
expectations regarding the timing, completion and accounting and
tax treatments of the proposed transaction. Tokio Marine Holdings,
Inc. and Delphi assume no obligation, and expressly disclaim any
obligation, to update the information in this communication, except
as otherwise required by law. Readers are cautioned not to place
undue reliance on these forward-looking statements that speak only
as of the date hereof.
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