Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
June 22 2017 - 5:28PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Issuer Free Writing Prospectus
Registration Statement No. 333-199842
XLIT
Ltd.
Guaranteed
by
XL
Group Ltd
€500,000,000
Fixed to Floating Rate Subordinated Notes due 2047
Summary
of Terms
Issuer:
|
|
XLIT Ltd.
|
|
|
|
Guarantor:
|
|
XL Group Ltd
|
|
|
|
Expected Issue
Ratings
(Moody’s / S&P / Fitch)*:
|
|
Baa3
(Stable) / BBB (Positive) / BBB- (Stable)
|
|
|
|
Security Type:
|
|
Subordinated
unsecured fixed to floating rate notes
|
|
|
|
Trade Date:
|
|
June 22, 2017
|
|
|
|
Settlement Date:
|
|
June 29, 2017 (T+5)
|
Principal
Amount:
|
|
€500,000,000
|
Final Maturity Date:
|
|
June
29, 2047, provided that the applicable Conditions to Redemption have been satisfied.
|
|
|
|
Conditions to Redemption:
|
|
The
“Conditions to Redemption” are satisfied on any day with respect to a scheduled redemption (including the Scheduled
Maturity Date and the Final Maturity Date) or a planned purchase of the subordinated notes of a series, if: (i) the redemption
or purchase of the subordinated notes would not result in, or accelerate the occurrence of, an Insolvency Event; (ii) the
Solvency Capital Requirement is complied with after the repayment or purchase of the subordinated notes; and (iii) the BMA
has given, and not withdrawn by such date, its prior consent to the redemption of the subordinated notes and the payment of
accrued and unpaid interest and Arrears of Interest (if any) and any Additional Amounts thereon or to the purchase of the
subordinated notes; provided, that if under the Group Supervision Rules, no such consent is required at the time in order
for the subordinated notes to qualify or continue to qualify, as applicable, as Tier 2 Capital of the Guarantor or the Insurance
Group, this subclause (iii) shall not apply. See the prospectus supplement for definitions of “Additional Amounts,”
Arrears of Interest,” “BMA,” “Final Maturity Date,” “Group Supervision Rules,” “Insolvency
Event,” “Insurance Group,” “Scheduled Maturity Date,” “Solvency Capital Requirement”
and “Tier 2 Capital.”
|
|
|
|
Interest
Rate:
|
|
From
(and including) June 29, 2017 to (but excluding) June 29, 2027 at a rate per annum of 3.250%.
From
(and including) June 29, 2027 to (but excluding) the Final Maturity Date, at a rate per annum equal to three-month EURIBOR
plus 2.900%.
|
|
|
|
Interest Payment
Dates:
|
|
Interest
on the notes will be payable annually in arrears on June 29 of each year, beginning on June 29, 2018 and ending on June
29, 2027.
Thereafter,
interest on the notes will be payable quarterly in arrears on March 29, June 29, September 29 and December 29 of each
year, beginning on June 29, 2027 and continuing through the Final Maturity Date.
|
|
|
|
Day Count:
|
|
From
(and including) June 29, 2017 to (but excluding) June 29, 2027, Actual/Actual (ICMA).
From
(and including) June 29, 2027 to (but excluding) the Final Maturity Date, Actual/360.
|
|
|
|
Public Offering Price:
|
|
99.054%
|
|
|
|
Reference Mid-swap:
|
|
10-year Euro Mid-swap
|
|
|
|
Reference Mid-swap
Rate:
|
|
0.713%
|
|
|
|
Re-offer Spread vs.
Mid-swap:
|
|
265 bps
|
|
|
|
Benchmark Bund:
|
|
0.250% due February
15, 2027
|
|
|
|
Benchmark Bund Rate:
|
|
0.253%
|
|
|
|
Re-Offer Spread vs.
Benchmark Bund:
|
|
311.0 bps
|
|
|
|
Net Proceeds (Before
Expenses) to Issuer:
|
|
€492,770,000
|
|
|
|
Optional Interest
Deferral:
|
|
The
Issuer may defer interest payments on the subordinated notes, from time to time, for one or more periods, so long as no
event of default or mandatory deferral event has occurred and is continuing. Any accrued interest, the payment of which
is so deferred, so long as such interest remains unpaid, will constitute Arrears of Interest.
During
any optional deferral period, the Issuer and the Guarantor and their respective majority-owned subsidiaries will be restricted
from making certain payments, as described in the “Description of the Subordinated Notes and Guarantee— Deferral
of Interest Payments; Arrears of Interest—Limitation on Restricted Payments” in the prospectus supplement.
|
|
|
|
Mandatory Interest
Deferral:
|
|
The Issuer will be
required to defer payment of all interest accrued on the subordinated notes as of an interest payment date, if a Solvency
Capital Event or an Insolvency Event has occurred and is continuing or would occur if payment of interest accrued on the subordinated
notes were made on such interest payment date. Any accrued interest, the payment of which is so deferred, so long as such
interest remains unpaid, will constitute Arrears of Interest.
|
|
|
|
Arrears of Interest
|
|
Any unpaid interest
on an interest payment date, together with any interest not paid on an earlier interest payment date will, so long as they
remain unpaid, constitute “Arrears of Interest”. Arrears of interest shall not themselves bear interest. The Issuer
may pay arrears of interest at any time so long no event of default or mandatory deferral event has occurred and is continuing.
|
|
|
|
Optional Redemption:
|
|
Beginning
on June 29, 2022 and ending on June 29, 2027, the Issuer may redeem the subordinated notes, in whole at any time or in
part from time to time, at the Issuer’s option at a redemption price equal to the greater of 100% of the principal
amount of the subordinated notes being redeemed, and a “make-whole” amount based on the Remaining Scheduled
Payments (as defined in the prospectus supplement) discounted to the redemption date at a rate equal to the Comparable
Bond Rate (as defined in the prospectus supplement) plus 50 basis points, and accrued and unpaid interest, if any, to
but excluding the redemption date, and any Additional Amounts thereon, provided that the applicable Conditions to Redemption
have been satisfied and will continue to be satisfied if the redemption payment were made and, if not so satisfied, such
redemption will be deferred until such time as the Conditions to Redemption are satisfied.
Beginning
on June 29, 2027, and subject to the satisfaction of the applicable Conditions to Redemption, the Issuer may redeem the
subordinated notes in whole at any time, or in part from time to time, at a redemption price equal to 100% of the principal
amount of the subordinated notes to be redeemed, plus accrued and unpaid interest to, but excluding the redemption date
and any Additional Amounts thereon.
At
any time after June 29, 2017, and subject to the satisfaction of the applicable Conditions of Redemption, the Issuer may
redeem the subordinated notes, in whole but not in part, if 80% or more in aggregate principal amount of the subordinated
notes issued on the issue date (excluding any subordinated notes optionally redeemed prior to June 29, 2027) have been
redeemed or purchased and cancelled at the time of such election, at a redemption price equal to accrued and unpaid interest
on the principal amount of subordinated notes being redeemed to, but excluding, the redemption date, and any Additional
Amounts thereon, plus 100% of the principal amount of the subordinated notes to be redeemed.
|
|
|
|
Specified
Event Redemption:
|
|
The Issuer
may redeem the subordinated notes, in whole but not in part, within 90 days following the occurrence of a Tax Event (as defined
in the prospectus supplement) and certain additional amounts, rating methodology and regulatory events, provided that the
applicable Conditions to Redemption have been satisfied and will continue to be satisfied if the redemption payment were made
and, if not so satisfied, such redemption will be deferred until such time as the Conditions to Redemption are satisfied,
as described in “Description of the Subordinated Notes and Guarantee—Redemption; Conditions to Redemption—Specified
Event Redemption” in the prospectus supplement.
|
|
|
|
Bermuda Monetary
Authority:
|
|
In order to reflect
the requirements set by the BMA, to permit the subordinated notes to qualify as Tier 2 Capital of the Guarantor or the Insurance
Group, each holder of subordinated notes is deemed to agree and acknowledge that the subordinated notes and the guarantee
will be subordinated to the claims of all Senior Creditors (as defined in the prospectus supplement) on the terms and to the
minimum extent necessary under BMA regulatory requirements. By purchasing the subordinated notes, each holder is deemed to
agree and acknowledge that no security of any kind is, or will at any time be, provided by the Issuer, the Guarantor or any
of their respective affiliates to secure the rights of holders of the subordinated notes.
|
|
|
|
Governing Law
|
|
Except for certain
provisions governed by, and construed in accordance with, the laws of Bermuda, the subordinated notes and the subordinated
indenture will be governed by the laws of the State of New York. See “Description of the Subordinated Notes and Guarantee—Governing
Law; Consent to Jurisdiction and Service of Process” in the prospectus supplement.
|
|
|
|
Minimum Denominations:
|
|
€100,000 x €1,000
|
|
|
|
Listing:
|
|
Application will
be made to list the subordinated notes on the New York Stock Exchange under the symbol “XL/47”.
|
|
|
|
ISIN / Common Code:
|
|
XS1633784183 / 163378418
|
|
|
|
Joint Book-Running
Managers:
|
|
Barclays
Bank PLC
Credit
Suisse Securities (Europe) Limited
Goldman
Sachs & Co. LLC
HSBC
Bank plc
|
|
|
|
Co-managers:
|
|
Credit
Agricole Corporate and Investment Bank
MUFG
Securities EMEA plc
|
Investing
in the subordinated notes involves a number of risks. See “Risk Factors” beginning on page S-12 of the prospectus
supplement.
* Note:
An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their
ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate.
The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security
is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal
at any time by the assigning rating agency.
This pricing
term sheet does not constitute an offer to sell, or a solicitation of an offer to buy any security in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful.
It is expected
that delivery of the subordinated notes will be made to investors on or about the fifth London business day following the date
of this communication (such settlement being referred to as “T+5”). Under Rule 15c6-1 under the Securities and Exchange
Act of 1934, trades in the secondary market are generally required to settle in three business days, unless the parties to any
such trade expressly agree otherwise. Accordingly, purchasers who wish to trade subordinated notes on the date of this communication
or the next London business day will be required, by virtue of the fact that the subordinated notes initially settle in T+5, to
specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the subordinated
notes who wish to trade the subordinated notes on the date of this communication or the next London business day should consult
their advisors.
XLIT Ltd.
and XL Group Ltd have filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement,
the prospectus supplement and other documents XLIT Ltd. and XL Group Ltd have filed with the SEC for more complete information
about the Issuer, the Guarantor and this offering. You should rely on the prospectus, prospectus supplement and any relevant free
writing prospectus or pricing supplement for complete details. You may get these documents for free by visiting EDGAR on the SEC
website at www.sec.gov. Alternatively, the Issuer, the Guarantor, any underwriter or any dealer participating in the offering
will arrange to send you the prospectus and the prospectus supplement if you request it by calling Barclays Bank PLC toll free
at 1-888-603-5847, Credit Suisse Securities (Europe) Limited toll free at 1-800-221-1037, Goldman Sachs & Co. LLC toll free
at 1-866-471-2526 or HSBC Bank plc toll free at +44 (0) 20 7991 8888.
XL Fleet (NYSE:XL)
Historical Stock Chart
From Aug 2024 to Sep 2024
XL Fleet (NYSE:XL)
Historical Stock Chart
From Sep 2023 to Sep 2024