Amended Securities Registration (section 12(b)) (8-a12b/a)
August 09 2016 - 5:28PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-A/A
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT
TO SECTION 12(
b
) OR (
g
)
OF THE
SECURITIES
EXCHANGE ACT OF 1934
XL GROUP
LTD
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XLIT
LTD.
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(Exact Name of
Registrant as Specified in Its Charter)
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(Exact Name of
Registrant as Specified in Its Charter)
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BERMUDA
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CAYMAN ISLANDS
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(Jurisdiction
of Incorporation
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(Jurisdiction
of Incorporation
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or Organization)
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or Organization)
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98-0665416
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98-0191089
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(I.R.S. Employer
Identification no.)
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(I.R.S. Employer
Identification no.)
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O’Hara House
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XL House
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One Bermudiana Road
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8 St. Stephen’s Green
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Hamilton, HM08
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Dublin 2
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Bermuda
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Ireland
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(Address of Principal
Executive Offices)
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(Address of Principal
Executive Offices)
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Securities to be registered pursuant to Section 12(b) of the
Act:
Title of each class
to be so registered
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Name of each exchange on which
each class is to be registered
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2.30% Senior Notes Due 2018
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The New York Stock Exchange
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5.25% Senior Notes Due 2043
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The New York Stock Exchange
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If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.
x
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
¨
Securities Act registration statement file number to which this
form relates:
N/A.
Securities to be registered pursuant to Section 12(g) of the
Act:
None.
(Title of class)
EXPLANATORY NOTE
On November 21, 2013, XLIT Ltd.,
a Cayman Islands exempted company (“
XL-Cayman
”) issued its 2.30% Senior Notes Due 2018 and its 5.25% Senior
Notes Due 2043 (together, the “
Senior Notes
”), which are guaranteed by XL Group Public Limited Company, an Irish
public limited company (the “
XL-Ireland
”). The Senior Notes were issued pursuant to the Base Indenture (as defined
below) as supplemented by the Second Supplemental Indenture (as defined below) (together, the “
Indenture
”).
The Senior Notes are listed
on the New York Stock Exchange and were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the
“
Exchange Ac
t”), pursuant to a registration statement on Form 8-A filed with the U.S. Securities and Exchange
Commission (the “
Commission
”) on November 21, 2013 (File No. 001-10804 and File No. 001-35311),
as
amended by Form 8-A/A filed with the Commission on July 25, 2016 (File No. 001-10804 and File No. 001-35311)
(as
amended, the “
Form 8-A
”).
On July 25, 2016, XL-Cayman,
XL-Ireland, XL Group Ltd, a Bermuda exempted company (the “
XL-Bermuda
”) and Wells Fargo Bank, National Association,
a national banking association, as trustee, entered into a third supplemental indenture (the “
Third Supplemental Indenture
”).
Pursuant to the Third Supplemental Indenture, XL-Bermuda provided a guarantee (the “
XL-Bermuda Guarantee
”)
in respect of the Senior Notes pursuant to the terms of the Indenture.
On
August
3, 2016, XL-Cayman, XL-Ireland (In Members Voluntary Liquidation), XL-Bermuda and Wells Fargo Bank, National Association, a
national banking association, as trustee, entered into a fourth supplemental indenture (the “
Fourth Supplemental
Indenture
”). Pursuant to the terms of the Fourth Supplemental Indenture, XL-Ireland was released from its guarantee
(the “
XL-Ireland Guarantee
”) in respect of the Senior Notes.
The undersigned registrants
hereby amend the following items, exhibits and portions of the Form 8-A in order to reflect that the Senior Notes are no longer
guaranteed by XL-Ireland.
Item 1. Description of Registrant’s Securities
to be Registered.
Item 1 of the Form 8-A is hereby
amended and restated in its entirety as follows:
The information required by
this item is herein incorporated by reference to the information set forth under the captions “Description of the Senior
Notes and Guarantees” and “Tax Considerations” in the Prospectus Supplement dated November 18, 2013, and under
the caption “Description of Debt Securities and Guarantees” in the accompanying Prospectus dated November 9, 2011,
as filed on November 20, 2013 and November 9, 2011, respectively, with the Commission pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, by XL-Ireland and XL-Cayman.
The information in relation
to the XL-Bermuda Guarantee is herein incorporated by reference to the information set forth under the caption “Description
of Debt Securities and Guarantees” in the Prospectus contained within Amendment No. 1 to the Registration Statement on Form
S-3 (333-199842) filed on July 25, 2016 with the Commission by XL-Bermuda, XL-Ireland and XL-Cayman.
Pursuant to the terms of
the Fourth Supplemental Indenture, XL-Ireland was released from its guarantee in respect of the Senior Notes. The full text of
the Fourth Supplemental Indenture is incorporated by reference into this Item 1.
Item 2. Exhibits.
Item 2 of the Form 8-A is hereby
amended and restated in its entirety as follows:
Exhibit No.
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Description
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4.1
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Indenture, dated as of September 30, 2011, between
XLIT Ltd. (f/k/a XL Group Ltd.), as issuer, XL Group plc, as guarantor, and Wells Fargo Bank, National Association, as trustee,
incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed by XL Group plc with the Commission on September
30, 2011 (the “
Base Indenture
”).
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4.2
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Second Supplemental Indenture, dated as of November
21, 2013 between XLIT Ltd., as issuer, XL Group plc, as guarantor, and Wells Fargo Bank, National Association, as trustee, incorporated
by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by XL Group plc with the Commission on November 21, 2013 (the
“
Second Supplemental Indenture
”).
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4.3
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Third Supplemental Indenture, dated as of July 25,
2016 between XLIT Ltd., as issuer, XL Group plc, as guarantor, XL Group Ltd, as guarantor, and Wells Fargo Bank, National
Association, as trustee, filed as Exhibit 4.2 to the Current Report on Form 8-K filed by XL Group Ltd with the
Commission on July 25, 2016.
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4.4
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Fourth
Supplemental
Indenture, dated as of August 3, 2016 between XLIT Ltd., as issuer, XL Group plc (In Members Voluntary
Liquidation), as guarantor, XL Group Ltd, as guarantor, and Wells Fargo Bank, National Association,
as trustee, filed as Exhibit 4.1 to the Current Report on Form 8-K filed by XL Group Ltd
with the Commission on August 9, 2016.
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4.5
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Form of 2.30% Senior Note due 2018 (included in Exhibit
4.2 hereto).
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4.6
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Form of 5.25% Senior Note due 2043 (included in Exhibit 4.2 hereto).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrants have duly caused this registration statement to be signed on their behalf by the undersigned,
thereto duly authorized.
Dated: August 9, 2016
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XL GROUP LTD
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(Registrant)
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By:
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/s/ Kirstin Gould
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Name:
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Kirstin Gould
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Title:
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General Counsel & Secretary
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XLIT LTD.
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(Registrant)
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By:
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/s/ Kirstin Gould
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Name:
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Kirstin Gould
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Title:
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Secretary
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