The Connecticut Insurance Department has approved the of Phoenix Cos. Inc. by Nassau Reinsurance Group Holdings LP.

Nassau is an insurance and reinsurance business founded by PhillipGass and Kostas Cheliotis. The company is backedby Golden Gate Capital.

Under the merger agreement, Nassau will acquire Phoenix for anaggregate equity purchase price of $217.2 million, or $37.50 per share in cash.After the deal closes, Nassau will contribute $100 million in new equity capitalinto Phoenix, which will become a privately held subsidiary of Nassau.

The deal, which is expected to close in the second quarter, remainssubject to approval by the New York State Department of Financial Services and thesatisfaction of customary closing conditions, according to a May 6 news release.

Sandler O'Neill & Partners LP and Goldman Sachs & Co.are serving as financial advisers to Phoenix, with Simpson Thacher & BartlettLLP acting as legal adviser. Macquarie Capital (USA) Inc. is acting as financialadviser to Nassau, and Debevoise & Plimpton LLP is serving as legal adviser.