In Person:   You may attend the special meeting and vote your shares in person, rather than by submitting a proxy to vote your shares by mail, over the internet or by telephone. You will be given a ballot when you arrive.

Q.

The proxy statement and the attached annexes contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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, or representing management’s beliefs about, future events, transactions, strategies, operations and financial results, including, without limitation, our expectation to provide information within anticipated timeframes and otherwise in accordance with law, the outcome of litigation and claims as well as regulatory examinations, investigations, proceedings and orders arising out of restatements of financial statements and the failure by Phoenix and its wholly owned subsidiary, PHL Variable Insurance Company, to file SEC reports on a timely basis, potential penalties that may result from failure to timely file statutory financial statements with state insurance regulators, and Phoenix’s ability to satisfy its requirements under, and maintain the listing of its shares on, the NYSE. Such forward-looking statements often contain words such as “assume,” “will,” “anticipate,” “believe,” “predict,” “project,” “potential,” “contemplate,” “plan,” “forecast,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should,” “would,” “could,” “goal,” “seek,” “hope,” “aim,” “continue” and other similar words or expressions or the negative thereof or other variations thereon. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Such forward-looking statements involve numerous assumptions, risks and uncertainties that may cause actual results to differ materially from those expressed or implied in any such statements. Our ability to maintain a timely filing schedule with respect to our SEC filings is subject to a number of contingencies, including but not limited to, whether existing systems and processes can be timely updated, supplemented or replaced, and whether additional filings may be necessary in connection with the restatements. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our filings with the SEC. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at www.phoenixwm.com under “Investor Relations.” You are urged to carefully consider all such factors. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading this proxy statement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only to expectations as of the date of this proxy statement. Except as required by law, we do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this proxy statement, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this proxy statement, such statements or disclosures will be deemed to modify or supersede such statements in this proxy statement.

There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from those suggested by our forward-looking statements. These risks and uncertainties include the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the inability to complete the proposed merger due to the failure to obtain stockholder approval for the proposed merger or the failure to satisfy other conditions to completion of the proposed merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transactions contemplated by the merger agreement; risks related to disruption of management’s attention from Phoenix’s ongoing business operations due to the transactions contemplated by the merger agreement; the effect of the announcement of the proposed merger on Phoenix’s relationships with its customers, operating results and business generally; the risk that the proposed merger will not be consummated in a timely manner; economic conditions adversely affecting our business, results or the viability of our supply base; risks associated with non-U.S. operations, including economic and political uncertainty in some regions, adversely affecting our business, results or financial condition; the unsuccessful implementation of our current expansion efforts adversely impacting our business or results; any developments related to antitrust investigations adversely affecting our financial

The special meeting is scheduled to be held at One American Row, Hartford, Connecticut 06102-5056 on [•], [•], 2015 at [•], Eastern Time.

At the special meeting, Phoenix stockholders will be asked to consider and vote on the following proposals:

Phoenix will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournments or postponements thereof.

Phoenix stockholders must approve the merger proposal as a condition to the completion of the merger. If the Phoenix stockholders fail to approve the merger proposal, the merger will not occur. The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote to approve the merger proposal. Accordingly, a stockholder may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote on the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on Phoenix, Nassau or the surviving corporation. Accordingly, because Phoenix is contractually obligated to pay such merger-related compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger proposal is approved, regardless of the outcome of the advisory vote.

Other than the matters described above, Phoenix does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof. However, if any other matters are properly brought before the special meeting or any adjournment or postponement thereof for consideration, the holders of the proxies will have discretion to vote on such matters in accordance with their best judgment.

The Phoenix Board has unanimously determined that it is in the best interests of the stockholders of Phoenix to enter into the merger agreement and has unanimously approved and declared advisable the merger agreement and the merger. A description of factors considered by the Phoenix Board in reaching its decision to approve and declare advisable the merger agreement can be found in “The Merger Proposal (Proposal 1) — Recommendation of the Phoenix Board and Reasons for the Merger” beginning on page 43.

Phoenix stockholders must vote to approve the merger proposal as a condition for the merger to occur. If the Phoenix stockholders fail to approve the merger proposal by the requisite vote, the merger will not occur.

Only holders of Phoenix common stock at the close of business on [•], 2015, the record date for the special meeting, will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting. At the close of business on the record date, [•] shares of Phoenix common stock were issued and outstanding.

Holders of Phoenix common stock are entitled to one vote for each share of Phoenix common stock they own at the close of business on the record date.

The presence at the special meeting, in person or by proxy, of the holders of one-third of the shares of Phoenix common stock outstanding at the close of business on the record date will constitute a quorum. There must be a quorum for business to be conducted at the special meeting. However, even if a quorum does not exist, the affirmative vote of a majority of the shares of Phoenix common stock present or represented by proxy at the special meeting may adjourn the meeting to another place, date or time. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject Phoenix to additional expense.

If you submit a properly executed proxy card, even if you abstain from voting, your shares will be counted as present for purposes of determining whether a quorum exists at the special meeting.

The approval of the merger proposal requires the affirmative vote of a majority of the shares of Phoenix common stock outstanding at the close of business on the record date.

Approval of each of the named executive officer merger-related compensation proposal, which approval shall be on a non-binding, advisory basis, and the adjournment proposal requires the affirmative vote of a majority of the shares of Phoenix common stock present or represented by proxy at the special meeting.

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. At the special meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as a vote “AGAINST” the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal.

If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy, the proxy will be voted “FOR” (i) approval of the merger proposal, (ii) approval of the named executive officer merger-related compensation proposal, which approval shall be on a non-binding, advisory basis, and (iii) approval of the adjournment proposal.

Broker non-votes are shares held in “street name” by brokers, banks and other nominees that are present or represented by proxy at the special meeting, but with respect to which the broker, bank or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such broker, bank or nominee does not have discretionary voting power on such proposal. Because, under NYSE rules, brokers, banks and other nominees holding shares in “street name” do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of Phoenix common stock held in “street name” does not give voting instructions to the broker, bank or other nominee, then those shares will not be counted as present in person or by proxy at the special meeting. As a result, it is expected that there will not be any broker non-votes in connection with any of the three proposals described in this proxy statement.

If you are a stockholder of record and you do not sign and return your proxy card or vote over the internet, by telephone or in person at the special meeting, your shares will not be voted at the special meeting, will not be counted as present in person or by proxy at the special meeting and will not be counted as present for purposes of determining whether a quorum exists.

As discussed above, under NYSE rules, brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. Accordingly, if you are the beneficial owner of shares held in “street name” and you do not issue voting instructions to your broker, bank or other nominee, your shares will not be voted at the special meeting and will not be counted as present in person or by proxy at the special meeting or counted as present for purposes of determining whether a quorum exists.

A failure to vote will have no effect on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal. However, the vote to approve the merger proposal is based on the total number of shares of Phoenix common stock outstanding at the close of business on the record date, not just the shares that are counted as present in person or by proxy at the special meeting. As a result, if you fail to vote your shares, it will have the same effect as a vote “AGAINST” the merger proposal.

At the close of business on the record date, directors and executive officers of Phoenix and their affiliates were entitled to vote [•] shares of Phoenix common stock, or approximately [•]% of the shares of Phoenix common stock issued and outstanding on that date. Phoenix’s directors and executive officers have informed us that they intend to vote their shares in favor of the merger proposal and the other proposals to be considered at the special meeting, although none of Phoenix’s directors and executive officers is obligated to do so.

If your shares are registered directly in your name with our transfer agent, you are considered a “stockholder of record” and there are four methods by which you may vote your shares at the special meeting. You may attend the special meeting and vote your shares in person, rather than signing and returning your proxy card, or you may vote your shares by authorizing the persons named as proxies on the proxy card to vote your shares at the special meeting by returning the proxy card by mail, through the internet, or by telephone. If you choose to submit a proxy to vote your shares over the internet or by telephone, there is no need for you to mail back your proxy card. Although Phoenix offers four different voting methods, Phoenix encourages you to submit a proxy to vote over the internet or by telephone to ensure that your shares are represented and voted at the special meeting.

If your shares are held by your broker, bank or other nominee, you are considered the beneficial owner of shares held in “street name” and you will receive a form from your broker, bank or other nominee seeking instruction from you as to how your shares should be voted. If you are a beneficial owner and you wish to vote in person at the special meeting, you must bring to the special meeting a proxy from the broker, bank or other nominee that holds your shares authorizing you to vote in person at the special meeting.

If you participate in The Phoenix Companies, Inc. Savings and Investment Plan and shares of common stock held in the Common Stock Fund are credited to your individual account under the Savings and Investment Plan, then you will receive a set of the proxy materials through the mail (which will include a voting instruction form). You may then instruct Fidelity, the trustee of the Savings and Investment Plan, how to vote the shares in the Common Stock Fund credited to your individual account, in writing or through another means agreed upon by Fidelity and us. Fidelity will vote your shares in accordance with your instructions, and with respect to each proposal, will vote shares for which it has received no instructions in the same proportion as it votes those shares for which it has received instructions. Voting instructions for the Common Stock Fund shares must be received by [•] to allow sufficient time for the trustee to process voting instructions and submit votes with respect to these shares.

Stockholders who are entitled to vote at the special meeting may attend the special meeting. Beneficial owners who have not obtained a proxy but who wish to attend the special meeting should bring a copy of an account statement reflecting their ownership of Phoenix common stock as of the record date. All stockholders and proxyholders should bring photo identification.

You can change or revoke your proxy at any time before the final vote at the special meeting. If you are the record holder of your shares, you may revoke your proxy by:

If you are the beneficial owner of shares held in “street name,” you should contact your broker, bank or other nominee with questions about how to change or revoke your voting instructions.

The Phoenix Board is soliciting your proxy, and Phoenix will bear the cost of soliciting proxies. Morrow has been retained to assist with the solicitation of proxies. Morrow will be paid approximately $9,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and related services in connection with the special meeting. Solicitation initially will be made by mail. Forms of proxies and proxy materials may also be distributed through brokers, banks and other nominees to the beneficial owners of shares of Phoenix common stock, in which case these parties will be reimbursed for their reasonable out-of-pocket expenses. Proxies may also be solicited in person or by telephone, facsimile, electronic mail, or other electronic medium by Morrow or, without additional compensation, by certain of Phoenix’s directors, officers and employees.

In addition to the merger proposal and the named executive officer merger-related compensation proposal, Phoenix stockholders are also being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting for the purpose of soliciting additional votes in favor of the

Subject to the terms and conditions of the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will merge with and into Phoenix, the separate corporate existence of Merger Sub will cease and Phoenix will survive the merger as a direct wholly owned subsidiary of Nassau.

Upon the terms and subject to the conditions of the merger agreement, at the effective time, each outstanding share of Phoenix common stock (other than any shares that may be held in the treasury of Phoenix, by Nassau or by any direct or indirect wholly-owned subsidiary of Nassau or Phoenix, and other than shares owned by stockholders who have properly made and not withdrawn a demand for appraisal rights under the DGCL) will be automatically converted into the right to receive $37.50 in cash, without interest. After the merger is completed, holders of Phoenix common stock will have only the right to receive a cash payment in respect of their shares of Phoenix common stock, and will no longer have any rights as holders of Phoenix common stock, including voting or other rights. Shares of Phoenix common stock held by us or by Nassau, Merger Sub or any of Phoenix’s or Nassau’s other direct or indirect wholly owned affiliates will be cancelled at the effective time.

The merger agreement provides that outstanding equity-based awards issued under Phoenix’s equity incentive plans will be treated as set forth below:

Immediately before the effective time, because each outstanding option to purchase shares of Phoenix common stock held by any current or former employee or director, whether vested or unvested, has an exercise price equal to or greater than $37.50, each such option will be cancelled without any payment for the option. Immediately before the effective time, each outstanding Stock Unit, whether vested or unvested, will be cancelled, and the holder will receive, at or promptly after the effective time, an amount in cash, without interest and less any required withholding taxes, equal to the product of  (i) the number of shares of Phoenix common stock previously subject to the Stock Unit and (ii) $37.50.

If the merger proposal is not approved by Phoenix stockholders or if the merger is not completed for any other reason, Phoenix stockholders will not receive any payment for their shares in connection with the merger. Instead, Phoenix will remain an independent public company and shares of Phoenix common stock will continue to be listed and traded on the NYSE. In addition, if the merger is not completed, Phoenix expects that management will operate Phoenix’s business in a manner similar to that in which it is being operated today and that Phoenix stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to the highly competitive industry in which Phoenix operates and adverse economic conditions. Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, it is possible that the price of Phoenix’s common stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Phoenix’s common stock would return to the price at which it trades as of the date of this proxy statement. Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Phoenix’s common stock.

Further, if the merger agreement is terminated under specified circumstances, Phoenix may be required to pay Nassau a termination fee of  $10,300,000 or reimburse Nassau’s reasonable, documented out-of-pocket expenses up to $2,000,000 (provided that, if the expense reimbursement is made it will reduce

The Company’s senior management and Board regularly review and assess the Company’s operations and financial performance and industry conditions and related regulatory developments as they may impact the Company’s long-term strategic goals and plans. As part of this ongoing strategic evaluation, the Board, together with the Company’s senior management team, considers potential opportunities to enhance stockholder value, which has from time to time included an evaluation of potential business combinations and other financial and strategic alternatives.

On November 8, 2012, the Company disclosed that it would need to restate its previously issued audited financial statements for the years ended December 31, 2011, 2010 and 2009 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 and the unaudited financial statements for the quarterly periods ended June 30, 2012, March 31, 2012 and September 30, June 30 and March 31 of 2011 included in the Company’s Quarterly Reports on Form 10-Q.

Throughout the period during which the Company was completing its restatement in 2013 and early 2014, the Company engaged in periodic discussions with a number of parties that approached the Company on an unsolicited basis about the possibility of exploring a potential strategic transaction. The Board, together with Goldman Sachs, its financial advisor, met from time to time throughout this time period to discuss the inquiries the Company received, as well as the status of the Company’s restatement and remediation efforts. Representatives of Simpson Thacher & Bartlett LLP (“STB”), the Company’s outside legal advisor, attended a number of these meetings. In addition, in January of 2013, the Company invited Sandler O’Neill, because of, among other things, its extensive experience as a financial advisor in the life and annuity industry, to present its views on potential strategic alternatives for the Company so as to provide the Board with multiple perspectives on the industry, the merger and acquisition landscape and strategic alternatives for the Company.

At a number of the Board’s meetings during this time period, representatives of Sandler O’Neill and/or Goldman Sachs reviewed for the Board the profiles of those parties that had expressed interest in pursuing a transaction with the Company and the general environment for mergers and acquisition activity in the life insurance and annuity sector. The Board discussed the advantages and disadvantages of pursuing a possible sale of the Company, both in the context of the general environment as well as in the context of the Company’s specific circumstances, including that the Company was not then a current SEC filer and was involved in a substantial restatement process.

On April 1, 2014, the Company filed its restatement of previously issued audited financial statements as part of its annual report on Form 10-K for the year ended December 31, 2012. The Company continued to work on its remediation efforts and becoming current in its SEC filings, which was expected to occur later in 2014.

On May 21, 2014, the Board held a regularly scheduled meeting where it further discussed the status of the discussions with a number of the parties that had expressed interest over the course of the past year. At this meeting, representatives of Sandler O’Neill and Goldman Sachs reviewed with the Board other parties that may be interested in pursuing a transaction with the Company, as well as process alternatives available to the Board if it decided to pursue a potential sale of the Company. Also at this meeting, representatives of STB advised the Board members of their fiduciary duties and other legal considerations under Delaware law. In this regard, representatives of STB discussed with the Board considerations related to requiring potentially interested parties to agree to a standstill arrangement in a non-disclosure and standstill agreement (an “NDA”) with a provision that would prohibit the counterparty from asking the Company to waive such standstill arrangement (often referred to as a “don’t ask, don’t waive” provision). In addition, the Board discussed the prospects of entering into a potential sale transaction prior to the Company becoming current in its SEC filings and potential implications that not then being a current SEC filer could have on a possible sale process.

The Company formally executed an engagement letter with Goldman Sachs on July 7, 2014 and with Sandler O’Neill on July 8, 2014.

On July 17, 2014, the Board again held a regularly scheduled meeting where it discussed the possibility of formally engaging in a strategic process to explore a potential sale of the Company. Representatives of management, Sandler O’Neill, Goldman Sachs and STB were present at the meeting. Representatives from Sandler O’Neill and Goldman Sachs discussed with the Board possible outreach plans for soliciting proposals from potentially interested parties. Representatives of Sandler O’Neill and Goldman Sachs presented their views on those parties it considered most likely as having an interest in a potential transaction with the Company, as well as their views on the possibility of such parties’ having the ability to fund a transaction and to successfully obtain regulatory approvals. These parties included potential strategic acquirers as well as potential financial buyers. The Board discussed various advantages and disadvantages associated with engaging in a broader strategic process and the potential structure of such process were it to initiate one, including the possibility of announcing publicly that it was engaged in a review of strategic alternatives. Following this discussion, the Board determined that the Company should proceed with a strategic process to explore a potential sale of the Company by initiating contact with ten parties discussed at this meeting, which were the parties considered by the Board to be the most likely to have an interest and the ability to pursue an acquisition of the Company.

Following this Board meeting, throughout the remainder of July 2014, at the Company’s direction, representatives of Sandler O’Neill and Goldman Sachs invited the parties discussed at the Board meeting to participate in the Company’s strategic process, which included parties that had previously expressed interest in the Company during 2013 and early 2014 (we refer to this process in this proxy statement as the “2014 Strategic Process”). By early August 2014, the Company had executed NDAs and was in discussions with seven of these parties (three parties invited to explore a potential transaction with the Company either did not respond to the invitation to participate in the process or declined to execute an NDA). The NDAs entered into by the Company throughout its 2014 Strategic Process contained a standstill agreement with a “don’t ask, don’t waive” provision.

On July 30, 2014, various news outlets reported that the Company had engaged Sandler O’Neill and Goldman Sachs to explore a sale and that such sale process had launched in July of 2014.

After the reports surfaced on July 30, 2014, over ten additional parties contacted Sandler O’Neill or Goldman Sachs to discuss exploring a potential transaction with the Company, and the Company determined that a number of such parties were credible potential acquirers of the Company, in that they appeared to have knowledge of the industry and its regulatory environment and the financial capability to pursue a transaction, and they were invited to participate in the 2014 Strategic Process.

At the Company’s direction, representatives of Sandler O’Neill and Goldman Sachs communicated to all of the parties who were participating in the 2014 Strategic Process that the Company set a deadline of September 4, 2014 for the submission of written preliminary indications of interest with details of such interest.

Between September 4, 2014 and September 8, 2014, the Company received seven indications of interest for the potential acquisition of the Company.

On September 8, 2014, the Board held a special meeting to review such indications of interest. Representatives of management, Sandler O’Neill, Goldman Sachs and STB were present at the meeting. The Board, together with its advisors and members of the Company’s senior management team, discussed the terms of each indication of interest and the profiles of the parties who submitted such indications. The Board also discussed that any potential sale transaction likely would not be executable until the Company had become, or was very near becoming, current in its SEC filings, which was anticipated to be towards the end of 2014. The Board determined to engage in more detailed discussions with, and provide additional due diligence information to, six of the parties that had submitted indications of interest (one party was not invited to participate in the next phase of the Company’s process as a result of its price indication being on the low end of those received and the lack of engagement that such party had evidenced during the prior month).

Throughout the remainder of September and into early October, the Company provided additional due diligence information to the parties participating in the 2014 Strategic Process, which included holding

In mid to late October 2014, at the Company’s direction, representatives of Sandler O’Neill and Goldman Sachs sent forms of a merger agreement to the parties who remained in the 2014 Strategic Process with instructions to submit revised proposals together with any comments they may have to the draft merger agreement by October 31, 2014. At this point, there were three parties still engaged with the Company, as the other parties previously involved had either (i) communicated to the Company that they were no longer interested in pursuing a potential acquisition of the Company or (ii) informed the Company that they would have to substantially revise downward their preliminary indications of interest (such that the Company determined to discontinue communications with such parties).

On October 31, 2014, the Company received proposals from each of the three parties that remained interested in exploring a potential acquisition of the entire Company, as well as a proposal from a party interested in acquiring a portion of the Company’s assets. The three parties that expressed interest in a whole Company transaction also submitted on October 31, 2014 their comments to the Company’s draft of the merger agreement.

The Board held special meetings on November 3, 2014 and November 5, 2014 to discuss the indications of interest received by the Company with its advisors and the Company’s senior management team. After discussions at these meetings, the Board determined not to move forward with the party that was only interested in acquiring a portion of the Company’s assets but to focus on the three parties that continued to express an interest in a whole company acquisition. The Board further determined that none of these three parties had sufficiently distinguished themselves and that each should be asked to improve their proposals and submit revised bids by December 5, 2014, which was on or about the time that the Company expected to become a current SEC filer.

Following this Board meeting, representatives of Sandler O’Neill spoke with representatives of each of the three potential acquirors to request improved proposals by December 5, 2014. At this time, one such party stated it was no longer interested in a transaction. One of the two remaining parties, which we hereinafter refer to as “Bidder 1”, stated that it would be willing to submit a revised proposal in advance of December 5, 2014 if the Company would be willing, in exchange for an improved proposal, to consider Bidder 1 as its preferred acquirer and discuss Bidder 1’s proposal with the Company’s insurance regulators, which Bidder 1 had indicated was a condition to its executing definitive agreements for the acquisition of the Company. Representatives of Sandler O’Neill stated that they would discuss any revised proposal with the Company, and on November 7, 2014, representatives of Bidder 1 called representatives of Sandler O’Neill to indicate that it would increase its proposed price to $66.00 per share in cash, which was the highest proposed price per share of the three potential acquirers that had submitted proposals on October 31, 2014. Bidder 1 indicated that its revised proposal continued to be subject to completion of its due diligence review and also was subject to the outcome of discussions with the Company’s insurance regulators.

Following receipt of the revised proposal from Bidder 1, the Company’s senior management team, including Mr. Wehr, held multiple discussions with its advisors and Mr. John Forsgren, the Chairman of the Board, to consider whether to schedule meetings with the Company’s insurance regulators regarding Bidder 1’s interest in acquiring the Company at which representatives of Bidder 1 would be invited to attend. They also discussed the viability of the other party that was still involved in the Company’s strategic process, including the lack of certainty around such other party’s ability to obtain the requisite equity financing and regulatory approval. These matters were further discussed with the Board at a special meeting it held on November 13, 2014, and the Board concluded that the Company should move forward with Bidder 1 at this time but that it would not foreclose re-engaging with other parties.

On November 21, 2014, the Company filed its quarterly report on Form 10-Q for the quarter ended September 30, 2014 with the SEC and became a current filer with the SEC.

Throughout the balance of November 2014 and continuing through the end of January 2015, Bidder 1 continued its due diligence investigation, and the Company and Bidder 1 continued to negotiate the definitive documentation for a potential acquisition of the Company at $66.00 per share in cash. In addition to negotiating the definitive agreements, representatives of the Company, including Mr. Wehr, and representatives of Bidder 1 held meetings with the Connecticut Insurance Department (“CID”) and the New York Department of Financial Services (“NYDFS”) regarding the potential transaction and possible conditions that such regulators would impose on Bidder 1 as a condition to approving its acquisition of the Company.

During the period of time from the October 31, 2014 submission of proposals through February 1, 2015, as representatives of the Company and Bidder 1 engaged in the foregoing efforts to finalize a transaction at the $66.00 per share proposal submitted by Bidder 1, the Phoenix common stock traded at a price per share range of  $57.10 to $70.92.

By the end of January 2015, representatives of Bidder 1 noted to representatives of the Company that they believed Bidder 1 was close to completing all of its due diligence review and that it was nearly satisfied with its discussions with the CID and NYDFS. However, on February 6, 2015, representatives of Bidder 1 called Mr. Wehr to inform him that they were instructed by their parent company to withdraw Bidder 1’s consideration of a potential acquisition of the Company because such parent company had determined that it was re-evaluating its strategic direction with respect to Bidder 1.

Also on February 6, 2015, the Company publicly disclosed that it needed to restate the Company’s previously issued audited consolidated financial statements for periods in 2013, which the Company intended to do on the 2014 Form 10-K. Representatives of Bidder 1 stated that the Company’s need to restate these financial statements was not the reason behind the withdrawal of its interest.

On February 9, 2015, the Board held a special meeting to discuss its strategic process in light of Bidder 1 withdrawing its proposal and the fact that no other parties from the 2014 Strategic Process remained engaged with the Company. The Board also discussed the Company’s need to complete its then current financial restatement expeditiously. Representatives of management, Sandler O’Neill, Goldman Sachs and STB were present at this meeting. After discussion, the Board determined that the Company should terminate its 2014 Strategic Process and focus on, among other business priorities, achieving the restatement on a timely basis and continuing to remediate its accounting processes, although the Company should remain open to any inbound indications of interest, as it was prior to the initiation of the 2014 Strategic Process.

Following this meeting and through March 2015, representatives of the Company received two inbound inquiries regarding a potential transaction with the Company. The first inquiry was from a party we refer to in this proxy statement as “Bidder 2”. Mr. Wehr and representatives from Sandler O’Neill held an in-person meeting with representatives of Bidder 2 shortly after the receipt of its inquiry to have preliminary discussions regarding Bidder 2’s interest and the Company provided Bidder 2 with access to diligence information. In addition, Bidder 2 was asked to submit a preliminary proposal by March 31, 2015 in order for the Company to better evaluate whether it would be willing to engage in more in-depth discussions with such party. The second inquiry was related to a potential investment of capital into the Company in the form of preferred convertible stock from a party that had participated in the 2014 Strategic Process, and representatives of the Company also engaged in preliminary conversations with such party.

On March 18, 2015, the Board held a regularly scheduled meeting where it discussed the expressions of interest from each of these two parties. Representatives of the Company’s management, STB, Sandler O’Neill and Goldman Sachs were also in attendance. At the meeting, representatives of Sandler O’Neill reviewed with the Board the profile of Bidder 2 and also reviewed the terms of the capital investment proposal of the party that previously participated in the 2014 Strategic Process. After discussion of Bidder 2’s profile, the Board concluded that management should continue to engage in preliminary discussions with Bidder 2 pending its potential submission of an indication of interest. Further, after discussion regarding the capital investment proposal, the Board determined that the terms of such proposal were unattractive to the Company and the Company should not engage in any further discussions at this time with the party that submitted that proposal unless it were willing to propose terms that were more favorable to the Company. The party that submitted this capital investment proposal did not subsequently revise its proposal.

On March 31, 2015, the Company filed its annual report for the year ended December 31, 2014 on Form 10-K and became a current filer with the SEC. Also on this date, the Company held a conference call to present its fourth quarter and full year 2014 financial results. The results presented included a net loss for the year ended December 31, 2014 and a decline in holding company liquidity, primarily related to elevated expenses as a result of the restatement and remediation efforts throughout 2014. The trading price of the Phoenix common stock declined 79% from $56.07 per share on March 30, 2015, the last trading day prior to the release of financial results, to $11.76 per share on August 25, 2015, which was the lowest per share trading price of the Phoenix common stock between March 31, 2015 and date on which the merger agreement was signed; during this time, the Company also announced a one-time legal settlement charge to the Company of  $48.5 million and filed its first quarter 2015 unaudited financial statements, which reflected a net loss for such quarter.

Also on March 31, 2015, Bidder 2 submitted a non-binding letter of interest proposing to acquire the Company in a merger transaction.

On April 6, 2015, the Board held a special meeting to discuss Bidder 2’s March 31, 2015 proposal, as well as the market’s reaction to the Company’s recent presentation of financial results. Representatives of management, Sandler O’Neill, Goldman Sachs and STB were present at the meeting. Representatives of Sandler O’Neill described Bidder 2’s proposal to the Board and noted that the proposal lacked specificity on a number of potential issues, including Bidder 2’s perspectives on how it would achieve regulatory approval for an acquisition of the Company. After further discussion, the Board determined that the Company should remain engaged with Bidder 2 and seek to further evaluate the potential for Bidder 2 to achieve regulatory approval.

On April 20, 2015, Mr. Wehr held an in-person meeting with Phillip Gass and Kostas Cheliotis, former principals of Fidelity and Guaranty Life where Messrs. Gass and Cheliotis informed Mr. Wehr that they had formed an insurance and reinsurance platform called Nassau Reinsurance Group (“Nassau”). Messrs. Gass and Cheliotis indicated that Nassau would have initial capital commitments of about $750 million from various funds managed by Golden Gate Capital, a private investment firm with more than $15 billion of capital under management, with a mandate to build Nassau’s business. Messrs. Gass and Cheliotis further indicated to Mr. Wehr that Nassau would be interested in discussing a potential transaction to acquire the Company. On May 1, 2015, the Company entered into an NDA with Nassau and began to provide diligence materials to Nassau.

During the first several weeks of May 2015, in addition to providing preliminary diligence materials to Nassau, representatives of the Company received additional inbound inquiries from two parties who had previously participated in the 2014 Strategic Process and another party who had not participated in the 2014 Strategic Process. In addition, on May 12, 2015, the Company held an earnings call to discuss the results of its operations for the first quarter of 2015, where it was reported that the Company’s results were negatively impacted during such quarter by the previously announced litigation charge and adverse mortality, which had resulted in a decline in statutory surplus. The per share trading price of the Phoenix common stock continued to decline during this period of time. Also on May 12, 2015, Nassau submitted a preliminary indication of interest to acquire the Company for a price between $37.00 and $43.00 per share.

On May 20, 2015, the Board held a special meeting to discuss the possibility of initiating a new process for a potential sale of the Company. Representatives of management, Sandler O’Neill, Goldman Sachs and STB were present at the meeting. Representatives of Sandler O’Neill and Goldman Sachs discussed with the Board various considerations associated with the possibility of re-engaging in a strategic process at this time, including the inbound indications of interest received by the Company, the profiles of the potential buyers and the current financial condition of the Company. The Board discussed various improvements made by the Company since the 2014 Strategic Process was terminated, including that the Company (i) had completed its previously announced restatement and made further progress on its remediation efforts, (ii) had reached an agreement to settle two lawsuits facing the Company, (iii) was executing, subject to regulatory approval, an intercompany reinsurance agreement to improve the risk-based capital ratio of the Company’s insurance subsidiaries and (iv) had made progress in its ongoing efforts to reduce its operating expenses. The Board also discussed various challenges that were now facing the Company, including (a) that the Company’s financial condition had weakened over the past two quarters, which had resulted in net

Also at this meeting, representatives of Sandler O’Neill and Goldman Sachs discussed with the Board various alternative methods for conducting a strategic process in the event the Board was to commence a process. The Board discussed the familiarity it had with the parties who may be interested in exploring the possibility of acquiring the Company as a result of the 2014 Strategic Process, among other things.

Following discussion, the Board determined that it would be prudent and in the Company’s and its stockholders’ best interests to initiate a new process for the potential sale of the Company notwithstanding the Company’s recent share price decline since the end of the first quarter of 2015. The Board further concluded that this new process should be a targeted process whereby the Company would engage with a relatively small number of potential bidders who were most likely to have a willingness and ability to pursue an acquisition of the Company. This process would include parties that were involved in the 2014 Strategic Process as well as Nassau and Bidder 2.

In the weeks immediately following the May 20, 2015 Board meeting, at the Company’s direction, representatives of Sandler O’Neill and Goldman Sachs discussed with approximately ten parties (including those parties that had reached out to the Company prior to May 20, 2015) the possibility of exploring a potential acquisition of the Company. Also during this time, Mr. Wehr spoke with one party who had participated at times during the Company’s 2014 Strategic Process to determine whether such party would be interested in again evaluating a potential acquisition of the Company. At the Company’s direction, representatives of Sandler O’Neill and Goldman Sachs informed each party that expressed interest in participating in the Company’s strategic process that such party should submit a preliminary indication of interest by June 15, 2015. The NDAs entered into with interested parties following the May 20, 2015 Board meeting provided that the “don’t ask, don’t waive” aspect of the standstill provision did not apply after the Company executed and announced a merger agreement (or similar acquisition agreement). As of the date of this proxy statement, only one party (other than Nassau and Sponsor) continued to be bound by an NDA that contained a “don’t ask, don’t waive” provision (which party is Bidder 2).

Between June 12, 2015 and June 15, 2015, the day on which the indications of interest were due, the Company received indications of interest to acquire the Company on an all-cash basis from four parties, which included proposals from Nassau, Bidder 2 and two additional parties that we refer to in this proxy statement as Bidder 3 and Bidder 4. Nassau’s indication of interest set forth on a non-binding basis a proposed price range of between $37.00 and $43.00 per share for an acquisition of the Company. Bidder 3’s indication of interest proposed a price range that was close to, but still below Nassau’s range, and Bidder 2 and Bidder 4 proposed prices below that of Nassau’s and Bidder 3’s indication of interest.

On June 18, 2015, the Board held a special meeting to discuss the strategic process. Representatives of management, Sandler O’Neill, Goldman Sachs and STB were in attendance. Representatives of Sandler O’Neill and Goldman Sachs updated the Board on the strategic process and presented to the Board the details of the four indications of interest received by the Company between June 12, 2015 and June 15, 2015. Representatives of Sandler O’Neill and Goldman Sachs also described the due diligence efforts of the various parties that submitted bids, during the course of which it was noted that Nassau appeared to be the furthest along in its due diligence efforts. Representatives of Sandler O’Neill and Goldman Sachs also discussed with the Board the current environment for mergers and acquisitions, especially in the life insurance and annuity sector. The Board discussed these matters as well as the current risks and opportunities facing the Company. Following discussion, the Board determined to continue pursuing its strategic process with Nassau and Bidder 3 and to communicate to each of Bidder 2 and Bidder 4, which bidders had submitted the lowest proposed prices, that the Company would cease further engagement with such bidder unless it was prepared to make a significant increase in its proposed price per share.

Following this Board meeting, at the Company’s direction, representatives of Sandler O’Neill and Goldman Sachs communicated to each of Bidder 2 and Bidder 4 that its proposal was not competitive and that the Company would discontinue engagement unless its proposal was improved. Around the same time, as instructed by the Company, representatives of Sandler O’Neill and Goldman Sachs indicated to Nassau and Bidder 3 that the Company would continue to provide due diligence information and that it expected each party to be substantially complete with its due diligence and submit an updated proposal on July 14, 2015.

Following these discussions, representatives of Bidder 2 indicated a willingness to increase its proposed price per share and Bidder 2 was thereby permitted to remain in the Company’s strategic process. There were no further proposals received from Bidder 4. Throughout this period up until the July 14, 2015 deadline for revised proposals, representatives of the Company continued to provide due diligence information and hold periodic due diligence meetings with each of the remaining three interested parties participating in the Company’s strategic process.

On July 14, 2015, the Company received revised indications of interest to acquire the Company on an all-cash basis from three parties: Nassau, Bidder 2 and Bidder 3. Nassau’s non-binding price indication at this time was $37.50 per share, and was the highest of the three proposals received. In addition, Nassau expressed its willingness to make a post-closing contribution of new capital into the Company and a desire to participate jointly in meetings with the Company’s insurance regulators regarding the potential transaction approval process. Nassau also requested that the Company enter into an exclusivity arrangement with Nassau.

On July 16, 2015, the Board held a regularly scheduled meeting where it discussed the revised proposals from the potential acquirors. Representatives of management, Sandler O’Neill, Goldman Sachs and STB were present. At the meeting, representatives of Sandler O’Neill and Goldman Sachs summarized for the Board the revised proposals, the profile of each of the bidders and the remaining due diligence and other items that each bidder stated it needed to complete prior to being prepared to execute a definitive merger agreement with the Company. At the meeting, members of the Company’s senior management team and the Company’s advisors indicated their belief that Nassau was the furthest along in the completion of its due diligence and had stated that it only had a limited amount of remaining items to review to complete its due diligence process. The Board also discussed potential regulatory approval issues, including that Bidder 2’s proposal had lacked specificity as to how it would address the potential regulatory challenges associated with obtaining approval from NYDFS and CID in connection with a potential transaction. Following discussion, the Board determined it should not move forward any further with Bidder 2 in light of, among other things, the fact that its proposed price was less than that proposed by Nassau and that it appeared to still need to complete a significant amount of work to be in a position to execute a definitive merger agreement with the Company. The Board determined that it would continue to move forward with Nassau and Bidder 3 in an effort to have each party complete its remaining material due diligence items and put forward its final proposal following such completion. In addition, the Board determined that although it would not agree to an exclusive arrangement with Nassau it was prepared to agree to Nassau’s request to hold discussions with the Company’s insurance regulators if Nassau were to further improve its proposed per share price in a meaningful respect.

Between July 16, 2015 and July 17, 2015, representatives of Sandler O’Neill and Goldman Sachs delivered the messages to each of the parties as directed by the Board, including informing representatives of Nassau that the Company would consider jointly approaching the insurance regulators with Nassau in the event that Nassau was to increase its proposed price per share.

On July 17, 2015, representatives of Nassau called representatives of Sandler O’Neill to indicate that it would increase its proposed price per share to $40.00 in exchange for the Company agreeing to schedule joint meetings among the Company, Nassau, CID and NYDFS and that it would commit to such insurance regulators that Nassau would contribute $100 million into the Company after the consummation of the merger as part of its proposal to achieve regulatory approval for an acquisition of the Company. Representatives of Nassau then reiterated its request to enter into an exclusivity agreement. In response, representatives of Sandler O’Neill indicated to representatives of Nassau that, with the price increase, the Company would schedule meetings with the insurance regulators but that the Board was not willing to enter into an exclusivity agreement.

Thereafter, during the last two weeks of July and the first week of August representatives of the Company and Nassau discussed a plan to approach the insurance regulators and Nassau continued to finalize its due diligence review of the Company. In addition, during this time period, representatives of Nassau’s counsel, Debevoise & Plimpton LLP (“Debevoise”) and representatives of STB discussed the outline of the merger agreement, and on July 29, 2015 STB sent a proposed draft of the merger agreement to Debevoise.

Also during this time period representatives of the Company continued to support Bidder 3’s due diligence review, which continued to focus on high-level valuation related matters. In addition, although, at the Company’s direction, representatives of Sandler O’Neill and Goldman Sachs indicated to Bidder 2 that the Company would not be pursuing a transaction with Bidder 2 any further, following a request by representatives of Bidder 2, representatives of STB, Sandler O’Neill and Goldman agreed, following consultation with Messrs. Wehr and Forsgren, to a meeting with representatives of Bidder 2. During this meeting, which was held on July 27, 2015, representatives of Bidder 2 discussed their views on Bidder 2’s ability to obtain regulatory approval for an acquisition of the Company as well as its contemplated process for completing its due diligence review. Bidder 2 did not put forth a revised proposal at this time, nor did Bidder 2 further reach out to representatives of the Company following this meeting in an effort to re-engage in the Company’s strategic process.

On August 6, 2015, representatives of the Company and Nassau met with representatives of CID, and on August 10, 2015, representatives of the Company and Nassau met with representatives of NYDFS, to discuss, in each case, the potential transaction between the Company and Nassau. At each meeting, Nassau communicated to the insurance regulators its commitment to preserve and grow the Company. In addition, Nassau presented multiple conditions it would be willing to accept in order to obtain such regulator’s approval of the transaction, including Nassau’s commitment: (i) to make a capital commitment of $100 million and to agree to operate subsidiaries of the Company at specified minimum capital ratios for specified periods of time following the closing, (ii) to agree to certain restrictions, for a specified period of time following the closing, on shareholder dividends from the Company’s insurance subsidiaries in specified circumstances, (iii) to agree to restrictions relating to the type of investment assets that the Company’s insurance subsidiaries would hold under specified circumstances, and (iv) to commit to specified minimum employment levels, headquarters location and reporting requirements.

On August 13, 2015, the Board held a special meeting to discuss the status of its strategic process. Representatives of management, Sandler O’Neill, Goldman Sachs and STB were present at this meeting. At the meeting, representatives of Sandler O’Neill and Goldman Sachs updated the Board on the progress made with Nassau and Bidder 3, including Nassau’s increase in its proposed price per share in exchange for the Company facilitating meetings among it, Nassau and the Company’s insurance regulators to discuss the potential transaction with Nassau. Representatives of Sandler O’Neill and Goldman Sachs also updated the Board on the meeting with Bidder 2 held on July 27, 2015 and noted that Bidder 2 had not communicated any further with the Company after such meeting. Mr. Wehr summarized for the Board the meetings with CID and NYDFS and discussed with the Board that in order to better develop a view as to the approvability of a transaction between the Company and Nassau, further discussions were needed with such insurance regulators, particularly NYDFS, regarding the potential conditions that they would impose in approving a transaction between the Company and Nassau. At this Board meeting, members of the Company’s management also discussed with the Board the status of the due diligence review being conducted by each of Nassau and Bidder 3, which continued to include both confirmatory due diligence reviews and valuation-related due diligence reviews.

Throughout the balance of August 2015, representatives of the Company and its advisors continued to facilitate the due diligence review being conducted by Nassau and Bidder 3. Also during this period, representatives of Nassau held additional calls and meetings, often with representatives of the Company in attendance, with NYDFS to discuss the conditions it expected to impose in connection with any approval of a transaction between the Company and Nassau. In addition, between August 13, 2015, and August 18, 2015, Debevoise and STB exchanged drafts of the merger agreement, and on August 25, 2015 representatives of the Company, STB, Debevoise, Nassau and Golden Gate Capital met at the offices of STB to discuss outstanding points raised by the drafts of the merger agreement, including: (i) the amount of the termination fee payable by the Company in the event its Board were to change its recommendation in

On August 27, 2015 and August 28, 2015, Debevoise submitted a draft of the Sponsor’s equity commitment letter and a revised draft of the merger agreement to STB, and the parties continued to discuss the unresolved issues.

On August 31, 2015, representatives of Nassau communicated to representatives of Sandler O’Neill that Nassau had nearly completed its due diligence and that it continued to propose acquiring the Company for consideration of  $40.00 per share of the Phoenix common stock. On the same day, the Company received a revised proposal from Bidder 3 to acquire the Company at a proposed price below its prior proposal and below Nassau’s proposal. Bidder 3 also indicated at this time that it believed it would require at least an additional 60 days before being in a position to enter into a definitive agreement with respect to a transaction.

On September 2, 2015, the Board held a special meeting to discuss the strategic process. Representatives of management, Sandler O’Neill, Goldman Sachs and STB were present. Mr. Wehr updated the Board on recent events, including on the meetings with NYDFS and CID at which representatives of the Company and Nassau discussed the potential transaction. Representatives of Sandler O’Neill and Goldman Sachs then discussed with the Board the revised proposal of Bidder 3 and provided a further update on the discussions with Nassau, including that Nassau had nearly completed its due diligence review. Representatives of Sandler O’Neill and Goldman Sachs discussed with the Board their respective preliminary financial analyses based on the current proposal from Nassau, and representatives from STB updated the Board on the status of the discussions of the documentation for a transaction with Nassau, including those items that remained unresolved. The Board discussed, among other things, the ongoing discussions between Nassau and the Company’s insurance regulators and that it would be helpful to glean further information from the insurance regulators to better ascertain the likely conditions that would be imposed in order to obtain regulatory approval, in the event Nassau and the Company were to enter into a definitive merger agreement. Also at this meeting, the Board concluded that the Company should not move forward any further with Bidder 3 unless it were to significantly increase its proposed price.

Later in the day on September 2, 2015, representatives of Sandler O’Neill communicated to representatives of Bidder 3 that the Company was no longer interested in pursuing a transaction with Bidder 3 at this time unless it were to significantly increase its proposed price. Bidder 3 did not submit a revised proposal.

On September 9, 2015, the Board held a special meeting to discuss further the status of the strategic process. Representatives of management, Sandler O’Neill, Goldman Sachs and STB were present at this meeting. At the meeting, members of the senior management team discussed with the Board the Company’s stand-alone strategy in comparison to a potential transaction with Nassau, including various opportunities and risks inherent in each strategy. The opportunities and risks discussed with the Board in this regard included (i) the benefits of a stand-alone strategy, including the benefits associated with the Company’s return to being a current filer with the SEC, the progress of the Company in reducing its operating expenses and potential areas for increased profitability and (ii) the risks faced by the Company in a stand-alone strategy, including the Company’s insurance subsidiaries’ financial strength ratings and low risk capital ratios, as well as its reduced access to capital, the related heightened regulatory scrutiny, the high expense base of the Company, the increased competition in the middle market business and litigation risks still facing the Company. The Board discussed such opportunities and risks in terms of the ability of the Company to grow on a stand-alone basis versus the potential transaction with Nassau, which would result in the Company’s stockholders being able to receive a cash price for their shares at a substantial premium to the Company’s current trading price but having to forego any potential increase in the Company’s future value.

After the presentation by management, representatives of STB reminded the Board of their fiduciary duties under Delaware law and summarized for the Board the principal terms of the draft merger agreement being negotiated with Nassau and the items that remained unresolved, including the amount of the termination fee, the circumstances, if any, under which the Company would have to provide expense reimbursement to Nassau and the definition of what would constitute a “burdensome condition” in connection with the receipt of necessary regulatory approvals. Also at this meeting, representatives of Sandler O’Neill and Goldman Sachs discussed with the Board their respective preliminary financial analysis of the proposed transaction with Nassau and the overall condition of the mergers and acquisition environment, especially in the life insurance and annuity sector.

On September 10, 2015, representatives of NYDFS provided representatives of the Company and Nassau with feedback regarding conditions that it would expect to require in order to approve an acquisition of the Company by Nassau. Representatives of Nassau communicated to representatives of the Company that such conditions were meaningfully more restrictive, and would likely be more costly to implement, than the commitments Nassau indicated it was willing to make in its initial presentation to NYDFS on August 10, 2015.

Following the feedback from NYDFS, representatives of the Company and Nassau held a number of discussions over the course of the next several days to discuss Nassau’s response to NYDFS, and on September 14, 2015, Nassau communicated a revised proposal to NYDFS. Also during this time, representatives of STB and Debevoise continued to discuss the draft merger agreement and related definitive documents in an effort to resolve open items in such documents.

On September 16, 2015, the Board held a regularly scheduled meeting where it discussed the strategic process. Representatives of management, Sandler O’Neill, Goldman and STB were present at the meeting. At the meeting, Mr. Wehr summarized the recent feedback from NYDFS regarding the conditions that it would expect to require of Nassau in order to approve an acquisition of the Company by Nassau and the revised proposal that Nassau communicated to NYDFS on September 14, 2015. The Board discussed potential next steps and concluded that the Company should continue to facilitate Nassau’s discussions with NYDFS to have more clarity regarding the conditions to approval of a transaction between Nassau and the Company that would likely be imposed by NYDFS.

On September 17, 2015, Debevoise sent a revised draft of the merger agreement to STB and throughout the period from September 17, 2015 through September 28, 2015 the parties continued to negotiate the final terms of the merger agreement and related definitive documents. During the course of these discussions, the parties came to mutual agreement on the amount of the termination fee payable by the Company to Nassau under specified circumstances ($11,000,000; or approximately 4.7% of the total equity value of the merger), the amount of expense reimbursement payable by the Company to Nassau under specified circumstances ($2,000,000) and the definition of  “burdensome condition” (see “The Merger Proposal (Proposal 1) — Regulatory Clearances and Approvals Required for the Merger”).

On September 22, 2015, following additional feedback from NYDFS regarding conditions that it would expect to require in order to approve an acquisition of the Company by Nassau, Nassau communicated a further revised proposal to NYDFS. Around this time, Mr. Gass of Nassau also called Mr. Wehr to indicate to him that although Nassau continued to engage with NYDFS and would be willing to agree to more restrictive and more costly commitments with NYDFS than Nassau had originally proposed in the interest of consummating a transaction with the Company, as a result of, among other things, such additional restrictions, Nassau was considering a reduction of its proposed purchase price of  $40.00 per share. Mr. Wehr indicated to Nassau that he would not recommend a transaction to the Board at a price per share that fell below the range of  $37.00 to $43.00, which was the price per share range that had been proposed by Nassau in its initial indication of interest on May 12, 2015.

On September 25, 2015, Nassau received a further communication from NYDFS regarding the commitments NYDFS expected it would require from Nassau in order to grant approval of a proposed acquisition of the Company by Nassau. These requirements continued to be more restrictive than the ones proposed by Nassau on August 10, 2015 and also more restrictive than the revised proposal made by Nassau on September 14, 2015.

In the morning on September 29, 2015, the Company and Nassau issued a joint press release announcing the execution of the merger agreement.

At a meeting of the Phoenix Board held on September 28, 2015, the Phoenix Board unanimously determined that it is in the best interest of the Phoenix stockholders that Phoenix enter into the merger agreement, approved and declared advisable the merger and the merger agreement, resolved that the merger agreement be submitted for consideration by the Phoenix stockholders at a special meeting of the Phoenix stockholders and recommended, subject to the Phoenix Board’s further exercise of its fiduciary duties, that the Phoenix stockholders vote to adopt the merger agreement and the transactions contemplated thereby.

When you consider the Phoenix Board’s recommendation, you should be aware that Phoenix’s executive officers and directors may have interests in the merger that may be different from, or in addition to, the interests of Phoenix stockholders generally. These interests are described in “The Merger Proposal (Proposal 1) — Interests of Phoenix Executive Officers and Directors in the Merger.”

Factors Considered Supporting Approval of the Merger.   In the course of reaching its decision, the Phoenix Board consulted with members of our senior management, financial and legal advisors, reviewed a significant amount of information and considered a number of factors that it believed supported its decision, including the following (not necessarily in order of relative importance):

Merger consideration represents a significant premium across a number of measuring periods.   The Phoenix Board considered that the merger consideration of  $37.50 per share in cash represented:

In addition, the Phoenix Board considered that the merger consideration represented an implied enterprise value (as of September 25, 2015) of approximately $612 million, which represents an implied multiple of 12.5x and 12.6x of our estimated pre-tax operating earnings for 2015 and 2016, respectively.

Strategic alternatives to a sale of the Company.   The Phoenix Board considered the potential values, benefits, risks and uncertainties facing Phoenix’s stockholders associated with possible strategic alternatives to the merger (including alternative acquisition proposals and the possibility of remaining independent), and the timing and likelihood of accomplishing such alternatives. This evaluation included an evaluation by the Phoenix Board of the Company’s long-term strategic plan were it to remain an independent public company, as well as the significant risks associated with executing such plan, including a number of difficulties presently facing the Company, such as the challenges to the Company posed by the continued low interest rate environment for the industry, the Company’s decreased capital flexibility due to requirements imposed on the Company by its insurance regulators, the continued efforts associated with the Company’s remediation initiatives following its recent accounting restatements, and the Company’s high

Phoenix’s current condition and prospects.   In furtherance of the evaluation described in the preceding paragraph, the Phoenix Board considered information with respect to our financial condition and results of operations, on both a historical and prospective basis, as well as current industry, economic and market conditions, trends and cycles, including the fact that the Company (i) had been operating at a net loss of approximately $96.6 million for the first two quarters of 2015 and (ii) continues to incur significant expenses related to the process to remediate the Company’s financial reporting controls. In addition, the Phoenix Board considered the competitive landscape in the Company’s industry, and its competitive position and business strategy, as well as uncertainties currently facing the Company, such as the costs and expenses associated with litigation involving the Company and the impact of the claims paying ability ratings of our insurance subsidiaries on our growth.

Extensive process to explore a sale of the Company.   The Phoenix Board considered the extensive strategic process the Company undertook, with the assistance of its financial advisors, to evaluate its strategic alternatives, including a potential sale of the Company, which included (i) the process conducted in 2014 during which the Company engaged with over 20 potential parties, which did not result in a transaction, and (ii) the process conducted in 2015 during which the Company engaged with eight parties, none of whom submitted an offer that set forth a purchase price per share greater than the $37.50 per share price to be paid in the proposed merger.

The Phoenix Board also considered that (i) on July 30, 2014 various news outlets reported that the Company was engaged in a sale process and (ii) the parties with whom the Company engaged during the course of its strategic process included a number of both potential strategic acquirors and potential financial acquirors. As a result of the press reports and the processes conducted by the Company, with the assistance of its financial advisors, the Phoenix Board believed that it had a deep understanding of the parties that may be willing and able to acquire the Company, all of whom were afforded the opportunity to participate in the Company’s strategic process.

Cash consideration.   The Phoenix Board considered the fact that the merger consideration would be paid solely in cash, which, compared to non-cash consideration, provides certainty of value and immediate liquidity to our stockholders upon the consummation of the merger in comparison to the risks and uncertainty that would be inherent in remaining an independent public company or engaging in a transaction in which all or a portion of the consideration is payable in stock.

Negotiations with Nassau.   The Phoenix Board considered the extensive negotiations the Company and its legal and financial advisors had with Nassau, including that throughout the period of time from May 12, 2015, which was the day Nassau first submitted a written indication of interest, to the date on which the merger agreement was executed, Nassau continuously offered a proposed price per share that was within the range of its originally proposed purchase price per share of  $37.00 to $43.00 despite (i) the fact that the closing trading price for the Phoenix common stock deteriorated from $21.61 on the date that Nassau submitted its first indication of interest on May 12, 2015 to $13.03 on September 28, 2015, the last trading day prior to the public announcement of the proposed merger and (ii) that Nassau (and Sponsor) learned during this time that it would have to agree to the imposition of various requirements from the Company’s insurance regulators in order to obtain approval for the merger that were considered by Nassau to be significantly more restrictive and costly than Nassau had originally offered at the time it first submitted its indication of interest. The Phoenix Board further considered that that no other potential buyer submitted and maintained an offer to acquire the Company at a purchase price per share that was greater than the $37.50 per share price to be paid in the proposed merger and its belief that the $37.50 per share price represented the highest price per share that Nassau was willing to pay, considering the extensive due diligence conducted by Nassau and the negotiations between the parties.

Insurance Regulatory Approvals.   The Phoenix Board considered the insurance regulatory approvals that would be required in connection with a sale of the Company and the prospects of the NYDFS and CID approving a sale of the Company to Nassau as compared to other parties who had expressed an

Anti-trust Regulatory Approvals.   The Phoenix Board considered that there are limited antitrust impediments to the consummation of the merger, and the Phoenix Board considered Nassau’s obligation under the merger agreement to use its reasonable best efforts to eliminate each impediment to the completion of the transactions contemplated by the merger agreement and obtain all approvals required under applicable antitrust laws.

No Financing Condition.   The Phoenix Board considered that the merger is not subject to a financing condition, that no debt financing is being sought in connection with the merger and that Sponsor has executed an equity commitment letter to provide, subject to the terms and conditions contained therein, the funds necessary to satisfy all of the merger consideration and other costs and expenses related to the merger, including the $100 million capital contribution to be made by Nassau after the closing of the merger.

Fairness opinion.   The Phoenix Board considered the financial analyses presented by representatives of Sandler O’Neill and Goldman Sachs, as well as the opinions of Sandler O’Neill and Goldman Sachs, dated September 28, 2015, to the Phoenix Board to the effect that, as of such date and based upon and subject to the qualifications, limitations, factors, procedures and assumptions set forth in each such opinion, the $37.50 cash per share merger consideration to be paid to holders (other than Nassau and its affiliates) of shares of Phoenix common stock pursuant to the proposed merger agreement was fair from a financial point of view to such holders. The Sandler O’Neill and Goldman Sachs opinions are more fully described in “The Merger Proposal (Proposal 1) — Opinion of Phoenix’s Financial Advisors” and the full text of the Sandler O’Neill opinion and Goldman Sachs opinion is attached to this proxy statement as Annex B-1 and Annex B-2, respectively.

Nassau’s capabilities.   The Phoenix Board considered the track record and business capabilities of Nassau and its management team as well as the capital commitment that Nassau has as a portfolio company of Golden Gate Capital, all of which the Phoenix Board believed are indicative of Nassau’s willingness and ability to consummate the proposed merger in a timely fashion.

Possibility of more favorable bid.   The Phoenix Board considered the possibility that a third party with the financial means and similar likelihood of obtaining insurance regulatory approval from the NYDFS and CID would agree to a transaction at a higher price than Nassau on substantially similar or more favorable terms, as more fully described above and in “The Merger Proposal (Proposal 1) — Background of the Merger.”

Appraisal rights.   The Phoenix Board considered the fact that stockholders who vote against the merger will have the right to demand appraisal of the fair value of their shares under the DGCL.

Stockholders’ ability to reject the merger.   The Phoenix Board considered the fact that the merger is subject to approval by the holders of a majority of Phoenix’s common stock.

In the course of reaching its decision, the Phoenix Board also considered and balanced against the potential benefits of the merger a number of potentially adverse factors concerning the merger, including the following:

No further participation in future gains.   The Phoenix Board considered the fact that we will no longer exist as an independent public company and Phoenix stockholders will forgo any future increase in Phoenix’s value that might result from our earnings or possible growth as an independent company. Although, the Phoenix Board was optimistic about our prospects on a stand-alone basis and our strategic plan, it concluded that there were a number of risks associated with remaining an independent company (as described in more detail above) and that the premium reflected in the merger consideration constituted fair compensation for the loss of the potential stockholder benefits that could be realized by our strategic plan, particularly on a risk-adjusted basis.

Regulatory risk.   The Phoenix Board considered the risk that necessary regulatory approvals may be delayed, conditioned or denied, including (i) the fact that certain restrictions on the business would constitute “burdensome conditions” under the terms of the merger agreement and (ii) the risk that the NYDFS and CID may require additional commitments from Nassau that may constitute a “burdensome condition”, in each case as is more fully described in “The Merger Agreement — Efforts to Complete the Merger” and “The Merger Agreement — Regulatory Clearances and Approvals Required for the Merger.”

Timing of Merger Agreement.   The Phoenix Board considered that the price per share of Phoenix common stock had deteriorated significantly during the course of the year and that the Company’s 52-week high closing price per share as of the last trading day prior to the public announcement of the proposed merger was $70.03. In this regard, the Phoenix Board considered the merit to seeking, and then entering into, a transaction to sell the Company in light of the market price of Phoenix common stock in the months leading up to the announcement of the merger. The Phoenix Board balanced this factor against the challenges facing the Company and its future prospects, as further described above.

Risks associated with announcement and pendency of the merger.   The Phoenix Board considered the risk that the announcement and pendency of the merger may cause substantial harm to relationships with our employees, vendors, customers and strategic partners and may divert management and employee attention away from the day-to-day operation of our business.

Risks associated with a failure to consummate the merger.   The Phoenix Board considered the fact that there can be no assurance that all conditions to the parties’ obligations to consummate the merger will be satisfied and as a result the possibility that the merger might not be completed. The Phoenix Board noted the fact that, if the merger is not completed, (i) we will have incurred significant risk, transaction expenses and opportunity costs, including the possibility of disruption to our operations, diversion of management and employee attention, employee attrition and a potentially negative effect on our business and customer relationships, (ii) depending on the circumstances that caused the merger not to be completed, the price of Phoenix’s common stock could decline, potentially significantly, and (iii) the market’s perception of our prospects could be adversely affected.

Restrictions on the operation of our business.   The Phoenix Board considered the restrictions on the conduct of our business prior to the completion of the merger, which could delay or prevent us from realizing certain business opportunities or taking certain actions with respect to our operations we would otherwise take absent the pending merger.

Non-solicitation provision.   The Phoenix Board considered the fact that the merger agreement precludes us from actively soliciting alternative proposals. The Phoenix Board further considered the possibility that the termination fee payable to Nassau if the merger agreement is terminated under certain circumstances might have the effect of discouraging alternative acquisition proposals or reducing the price of such proposals. The Phoenix Board also considered that the Company could be responsible for up to $2 million of Nassau’s expenses if Phoenix’s stockholders do not adopt the merger agreement.

Tax treatment.   The Phoenix Board considered the fact that an all cash transaction would be taxable to Phoenix’s stockholders that are U.S. holders for U.S. federal income tax purposes.

Limited Damages.   The Phoenix Board considered the fact that if it believed Nassau breached the merger agreement and the Company was unable to obtain specific performance to compel Nassau to perform its obligations under the merger agreement, then the Company’s only remedy is the right, in certain circumstances, to terminate the merger agreement and seek monetary damages that are capped at $20,000,000.

While the Phoenix Board considered potentially positive and potentially negative factors, the Phoenix Board concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the Phoenix Board unanimously determined that the merger agreement and the merger are advisable and fair to, and in the best interests of, Phoenix and its stockholders.

The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by the Phoenix Board in its consideration of the merger, but includes the material positive factors and material negative factors considered by the Phoenix Board in that regard. In view of the number and variety of factors and the amount of information considered, the Phoenix Board did not find it practicable to, and did not make specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of the Phoenix Board may have given different weights to different factors. Based on the totality of the information presented, the Phoenix Board collectively reached the unanimous decision to approve and declare advisable the merger agreement and the merger in light of the factors described above and other factors that the members of the Phoenix Board felt were appropriate.

Portions of this explanation of Phoenix’s reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Phoenix retained Sandler O’Neill on July 8, 2014 to act as financial advisor to the Phoenix Board in connection with the Company’s consideration of a possible business combination. Sandler O’Neill is a nationally recognized investment banking firm whose principal business specialty is financial institutions. In the ordinary course of its investment banking business, Sandler O’Neill is regularly engaged in the valuation of insurance companies and their securities in connection with mergers and acquisitions and other corporate transactions.

Pursuant to a letter agreement dated July 8, 2014, as amended, Sandler O’Neill is acting as financial advisor to the Phoenix Board in connection with the merger. At the September 28, 2015 meeting at which the Phoenix Board considered and discussed the terms of the merger agreement and the merger, Sandler O’Neill delivered to the Phoenix Board its oral opinion, which was subsequently confirmed in writing on September 28, 2015, that, as of such date, the merger consideration was fair to the holders of Phoenix common stock from a financial point of view. The full text of Sandler O’Neill’s opinion are attached as Annex B-1 to this proxy statement. The opinion outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Sandler O’Neill in rendering its opinion. The description of the opinion set forth below is qualified in its entirety by reference to the full text of the opinion. Holders of Phoenix common stock are urged to read the entire opinion carefully in connection with their consideration of the proposed merger.

In connection with rendering its opinion, Sandler O’Neill reviewed and considered, among other things:

Sandler O’Neill also discussed with certain members of the senior management of Phoenix the business, financial condition, results of operations and prospects of Phoenix.

In preparing its analyses, Sandler O’Neill used internal financial projections for Phoenix for the years ending December 31, 2015 and December 31, 2016, as provided by the senior management of Phoenix. With respect to those projections, the senior management of Phoenix confirmed to Sandler O’Neill that they reflected the best currently available projections of the senior management of Phoenix and Sandler O’Neill assumed that such projections were reasonably prepared and would be achieved. Sandler O’Neill expressed no opinion as to any such projections or the assumptions on which they are based. Sandler O’Neill also assumed that there was no material change in the respective assets, financial condition, results of operations, business or prospects of Phoenix since the date of the most recent financial statements made available to Sandler O’Neill. Sandler O’Neill assumed in all respects material to its analysis that Phoenix would remain as a going concern for all periods relevant to its analyses. Sandler O’Neill expressed no opinion as to any of the legal, accounting and tax matters relating to the merger or any other transactions contemplated in connection therewith.

Sandler O’Neill also assumed, with Phoenix’s consent, that (i) each of the parties to the merger agreement would comply in all material respects with all material terms of the merger agreement, that all of the representations and warranties contained in the merger agreement were true and correct in all material respects, that each of the parties to the merger agreement would perform in all material respects all of the covenants required to be performed by such party under the merger agreement and that the conditions precedent in the merger agreement were not waived, (ii) in the course of obtaining the necessary regulatory or third party approvals, consents and releases with respect to the merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Phoenix, Nassau, Merger Sub or the merger in any way material to Sandler O’Neill’s analysis, and (iii) the merger and any related transactions would be consummated in accordance with the terms of the merger agreement without any waiver, modification or amendment of any material term, condition or agreement thereof and in compliance with all applicable laws and other requirements.

Sandler O’Neill’s analyses and the views expressed therein were necessarily based on financial, economic, regulatory, market and other conditions as in effect on, and the information made available to Sandler O’Neill as of, the date of its opinion. Events occurring after the date thereof could materially affect Sandler O’Neill’s views. Sandler O’Neill has not undertaken to update, revise, reaffirm or withdraw its opinion or otherwise comment upon events occurring after the date thereof.

In rendering its opinion, Sandler O’Neill performed a variety of financial analyses. The summary below is not a complete description of all the analyses underlying Sandler O’Neill’s opinion or the presentation made by Sandler O’Neill to the Phoenix Board, but is a summary of the material analyses performed and presented by Sandler O’Neill. The summary includes information presented in tabular format. In order to fully understand the financial analyses, these tables must be read together with the accompanying text. The tables alone do not constitute a complete description of the financial analyses. The

In performing its analyses, Sandler O’Neill also made numerous assumptions with respect to industry performance, business and economic conditions and various other matters, many of which cannot be predicted and are beyond the control of Phoenix and Sandler O’Neill. The analyses performed by Sandler O’Neill are not necessarily indicative of actual values or future results, both of which may be significantly more or less favorable than suggested by such analyses. Sandler O’Neill prepared its analyses solely for purposes of rendering its opinion and provided such analyses to the Phoenix Board at its September 28, 2015, meeting. Estimates on the values of companies do not purport to be appraisals or necessarily reflect the prices at which companies or their securities may actually be sold. Such estimates are inherently subject to uncertainty and actual values may be materially different. Accordingly, Sandler O’Neill’s analyses do not necessarily reflect the value of Phoenix’s common stock or the prices at which Phoenix common stock may be sold at any time. The analyses of Sandler O’Neill and its opinion were among a number of factors taken into consideration by the Phoenix Board in making its determination to approve the merger agreement and the analyses described below should not be viewed as determinative of the decision of the Phoenix Board tor management with respect to the fairness of the merger.

Sandler O’Neill reviewed the financial terms of the proposed transaction. Pursuant to the terms of the merger agreement, upon the effective time, all shares of Phoenix common stock issued and outstanding immediately prior to the effective time, other than certain shares described in the merger agreement, will be converted into the right to receive $37.50 in cash. Using the outstanding shares of Phoenix common stock and Stock Units outstanding as of September 23, 2015, Sandler O’Neill calculated an aggregate equity value of  $217.2 million(1). Sandler O’Neill added to Phoenix’s aggregate equity value of  $217.2 million the face value of Phoenix’s surplus notes and senior unsecured bonds as of June 30, 2015 of  $126.2 million and $268.6 million, respectively, to arrive at an aggregate enterprise value of Phoenix of  $612.0 million. Based upon financial information for Phoenix at or for the twelve months (“LTM”) ended June 30, 2015, the last complete fiscal quarter for Phoenix prior to executing the merger agreement, Sandler O’Neill calculated the following implied transaction metrics:

Stock Trading History.   Sandler O’Neill reviewed the history of the publicly reported trading prices of Phoenix common stock for the three-year period ended September 25, 2015. Sandler O’Neill also compared the relationship between the movements in the price of Phoenix common stock to movements in its peer group (as described under section titled Comparable Company Analysis on page [•]) as well as the Standard & Poor’s 500 Index.

Comparable Company Analysis.   Sandler O’Neill used publicly available information to compare selected financial information for Phoenix with a group of publicly-traded life and annuity insurance companies selected by Sandler O’Neill (the “Phoenix Peer Group”). The Phoenix Peer Group consisted of

Analysis of Selected Merger Transactions.   Sandler O’Neill reviewed certain publicly available information relating to two groups of recent merger and acquisition transactions. The first group consisted of transactions involving publicly-traded life and annuity companies announced between January 1, 2010 and September 25, 2015 (the “Public Transactions Group”). The second group consisted of transactions involving privately-owned life and annuity insurance companies announced between January 1, 2010 and September 25, 2015 (the “Private Transactions Group”). While none of the companies involved in the selected transactions were directly comparable to Phoenix, the companies involved in the selected transactions were companies with operations that, for the purposes of analysis, may be considered similar to certain of Phoenix’s results, size and product profile.

Premiums Paid Analysis.   Sandler O’Neill reviewed premiums paid to stock price in whole company public acquisition transactions for (i) all financial services transactions with transaction values greater than $50 million announced between January 1, 2010 and September 25, 2015, (ii) all life, annuity and property & casualty insurance underwriter company acquisitions with transaction values greater than $50 million announced between January 1, 2010 and September 25, 2015 and (iii) all life insurance and annuity underwriter transactions with transaction values greater than $50 million announced between January 1, 2010 and September 25, 2015. Sandler O’Neill compared such premiums with the implied premiums that the per share merger consideration represented relative to the closing price for Phoenix’s common stock one day and one month prior to September 25, 2015.

Present Value Analysis.   Sandler O’Neill performed an illustrative present value analysis to determine a range of implied present values per share of Phoenix’s common stock based on financial projections provided by Phoenix’s management. As explained further in footnote (3) to the table below, Sandler O’Neill

Sandler O’Neill’s Relationship.   Pursuant to a letter agreement dated July 8, 2014, as amended, Sandler O’Neill is acting as financial advisor to the Phoenix Board in connection with the merger. Pursuant to the terms of the letter agreement, Phoenix has agreed to pay Sandler O’Neill a transaction fee of approximately $3 million, approximately $2.2 million of which is contingent upon the closing of the merger and a portion of which was received by Sandler O’Neill for rendering its opinion. Phoenix has also agreed to indemnify Sandler O’Neill against certain liabilities arising out of our engagement and to reimburse Sandler O’Neill for certain of its out-of-pocket expenses incurred in connection with Sandler O’Neill’s engagement. In the ordinary course of Sandler O’Neill’s business as a broker-dealer, Sandler O’Neill may purchase securities from or sell securities to Phoenix and Nassau or their respective affiliates. Sandler O’Neill may also actively trade the securities of Phoenix for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities.

Goldman Sachs rendered its opinion to the Phoenix Board that, as of September 28, 2015 and based upon and subject to the factors and assumptions set forth therein, the $37.50 per share to be paid in cash to the holders (other than Nassau and its affiliates) of Phoenix common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of Phoenix regarding their assessment of the past and current business operations, financial condition and future prospects of Phoenix; reviewed the reported price and trading activity for the Phoenix common stock; compared certain financial and stock market information for Phoenix with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the insurance industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering the opinion described above, Goldman Sachs relied upon and assumed, without assuming any responsibility for independent verification thereof, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it. In that regard, Goldman Sachs assumed that the Forecasts were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of Phoenix. Goldman Sachs is not an actuarial firm and its services did not include any actuarial determination or evaluation by it or any attempt to evaluate any actuarial assumptions and it relied on Phoenix’s actuaries in performing its analysis. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Phoenix or any of its subsidiaries and, except for the Milliman Report, it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of Phoenix to engage in the merger, or the relative merits of the merger as compared to any strategic alternatives that may be available to Phoenix; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view to the holders (other than Nassau and its affiliates) of the outstanding shares of Phoenix common stock, as of the date of the opinion, of the $37.50 per share to be paid in cash to such holders pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and its opinion does not address, any other term or aspect of the merger agreement or transaction or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including, without limitation, the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Phoenix; nor as to the fairness of the amount

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Phoenix Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before September 25, 2015 and is not necessarily indicative of current market conditions.

Implied Premia Based on Historical Stock Trading Analysis.   Goldman Sachs analyzed the $37.50 per share to be paid in cash to the holders (other than Nassau and its affiliates) of Phoenix common stock pursuant to the merger agreement in relation to the market prices as of September 25, 2015, the last trading day before Goldman Sachs delivered its financial analysis to the Phoenix Board, and for various historical periods based on financial data obtained from public filings and Capital IQ.

This analysis indicated that the $37.50 per share to be paid in cash to the holders of Phoenix common stock pursuant to the merger agreement represented:

Analysis of Implied Multiples.   Goldman Sachs analyzed the aggregate equity value of Phoenix implied by the $37.50 in cash per share of Phoenix common stock to be paid to the holders (other than Nassau and its affiliates) of the outstanding shares of Phoenix common stock pursuant to the merger agreement as a multiple of Phoenix’s book value as of June 30, 2015 (i) on an as reported basis (including accumulated other comprehensive income (“AOCI”)), (ii) excluding net unrealized gains and (iii) excluding AOCI, based on financial data obtained from public filings. Goldman Sachs also analyzed the aggregate enterprise value of Phoenix implied by the $37.50 per share to be paid in cash to the holders (other than

Goldman Sachs also analyzed the aggregate equity value of Phoenix implied by the $37.50 per share to be paid in cash to the holders of the outstanding shares of Phoenix common stock pursuant to the merger agreement as a multiple of  (i) 2014 GAAP net income, (ii) GAAP net income for the last twelve months from the second quarter of 2015, (iii) estimated 2015 GAAP net income and (iv) estimated 2016 GAAP net income, based on financial data obtained from public filings, as well as the Forecasts. The results of these analyses are summarized as follows:

Selected Companies Analysis.   Goldman Sachs reviewed and compared certain financial information for Phoenix to corresponding financial information, ratios and public market multiples for the following publicly traded corporations in the life insurance industry:

Selected Transactions Analysis.   Goldman Sachs reviewed and analyzed certain financial information relating to the following insurance industry transactions since 2010:

For each of the selected transactions, Goldman Sachs calculated the multiples of the reported purchase price to GAAP earnings for the last twelve months (“GAAP LTM Earnings”), the reported purchase price to GAAP book value (including AOCI) and the reported purchase price to GAAP book value (excluding AOCI). Goldman Sachs also calculated the multiples of the reported enterprise value to statutory earnings for the last twelve months (“Statutory LTM Earnings”), the reported enterprise value to total capital and surplus and the reported enterprise value to adjusted capital and surplus, which is calculated by adding asset valuation reserves to capital and surplus. Such calculations were performed based on information obtained from press releases, public filings and other publicly available sources.

While none of the companies that participated in the selected transactions are directly comparable to Phoenix, the companies in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of Phoenix’s results, market size and product profile.

Premia Analysis.   Goldman Sachs reviewed and analyzed the acquisition premia for certain publicly disclosed sale transactions since 2004 with a transaction value of greater than $200 million but less than $500 million in which the target was a U.S. public company and in which a majority stake was acquired, calculated relative to the target’s closing share price one day prior to announcement, based on information obtained from Thomson SDC as of September 24, 2015. Using such data for these 591 selected transactions, for each year for the years 2004 to 2015 (through September 24, 2015), Goldman Sachs calculated the annual average acquisition premia for these transactions for the applicable years. Goldman Sachs also calculated such annual average acquisition premia for publicly disclosed sale transactions for each year for the years 2004 to 2015 (through September 24, 2015) with a transaction value of greater than $200 million but less than $500 million in which the target was a U.S. public company and in which the consideration paid by the acquiror was exclusively cash. The results of this analysis are summarized as follows: