HAMILTON, Bermuda, June 26, 2017 /PRNewswire/ -- XL Group Ltd (NYSE:
XL) (the "Company") today announced that its wholly-owned
subsidiary, XLIT Ltd. ("XL-Cayman") is waiving the financing
condition with respect to its previously announced tender offers
relating to the Series D Preference Ordinary Shares of XL-Cayman
(the "Series D Offer"), the Series E Preference Ordinary Shares of
XL-Cayman (the "Series E Offer"), the Non-Cumulative Preference
Preferred Shares of Catlin Insurance Company Ltd. (the "CICL Offer"
and, together with the Series D Offer and the Series E Offer, the
"Equity Offers") and the 5.500% Subordinated Notes of XL-Cayman due
2045 (the "2045 Notes," and such offer, the "2045 Notes Offer" and,
together with the Equity Offers, the "Offers"), as described in
XL-Cayman's amended offer to purchase, dated June 20, 2017 (as amended from time to time, the
"Offer to Purchase"). XL-Cayman is waiving the financing condition
as a result of the successful pricing of its Euro denominated Fixed
to Floating Rate Subordinated Notes due 2047, which are expected to
settle on June 29, 2017.
XL-Cayman also announced that it is amending the price
determination date (the "Price Determination Date") with respect to
the 2045 Notes Offer. The Price Determination Date for the
2045 Notes Offer has been changed from 2:00
p.m., New York City time,
on July 6, 2017, to 2:00 p.m., New York
City time, on June 30,
2017.
Except as described above, all terms and conditions of the
Offers as set forth in the Offer to Purchase remain
unchanged. The Company refers investors to the Offer to
Purchase for the complete terms and conditions of the Offers.
Holders who have previously validly tendered any 2045 Notes or
other securities subject to the Offers (together with the 2045
Notes, the "Securities") do not need to re-tender their Securities
or take any other action in response to the amendments and waiver
relating to the Offers announced today.
Holders of any 2045 Notes that are validly tendered and accepted
for purchase will receive the Total Consideration, which remains
unchanged. The Total Consideration offered per $1,000 principal amount of the 2045 Notes validly
tendered and accepted for purchase pursuant to the 2045 Notes Offer
will be determined in the manner described in the Offer to Purchase
by reference to the fixed spread of +220bps for the 2045 Notes plus
the applicable yield to maturity based on the bid-side price of the
U.S. Treasury Reference Security for the 2045 Notes, the 3% UST due
February 15, 2047, as quoted on the
"FIT1" on the Bloomberg Bond Trader page at 2:00 p.m., New York
City time, on June 30, 2017,
and will be inclusive of the early tender payment of $50 per
$1,000 principal amount of 2045
Notes.
Information Relating to the Offers
Citigroup Global Markets Inc., and Wells Fargo Securities, LLC
are acting as dealer managers for all Offers. J.P. Morgan
Securities LLC is acting as dealer manager for all of the Offers
other than the Offer for the Series D Preference Ordinary Shares of
XL-Cayman. Investors with questions regarding the tender offers may
contact Citigroup Global Markets Inc. at (800) 558-3745 (toll-free)
or (212) 723-6106 (collect), J.P. Morgan Securities LLC at (866)
834-4666 (toll free) or (212) 834-3424 (collect) or Wells Fargo
Securities, LLC at (866) 309-6316 (toll free) or (704) 410-4760
(collect). Global Bondholder Services Corporation is the
tender and information agent for the tender offers and can be
contacted at (866) 470-4500 (toll-free) or (212) 430-3774
(collect).
Holders may obtain a copy of the Offer to Purchase online at the
website of the Securities and Exchange Commission (the "SEC") at
www.sec.gov as an exhibit to the amended Tender Offer Statement on
Schedule TO filed by XL-Cayman with the SEC on June 20, 2017. Holders are urged to read
the Offer to Purchase carefully before making any decision with
respect to the Offers. Holders must make their own decisions
as to whether to participate in the Offers, and if they decide to
do so, the number or amount of Securities to tender.
None of the Company or its affiliates, their respective boards
of directors, the dealer managers, the tender and information agent
or the trustee with respect to any series of Securities is making
any recommendation as to whether holders should tender any
Securities in response to any of the Offers, and neither the
Company nor any such other person has authorized any person to make
any such recommendation.
This press release is for informational purposes only and is not
an offer to buy, or the solicitation of an offer to sell, any of
the Securities and the tender offers do not constitute offers to
buy or the solicitation of offers to sell Securities in any
jurisdiction or in any circumstances in which such offers or
solicitations are unlawful. The full details of the Offers,
including complete instructions on how to tender Securities, are
included in the Offer to Purchase. Holders are strongly
encouraged to read carefully the Offer to Purchase, including
materials incorporated by reference therein, because they will
contain important information.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Statements that are not historical facts, including
statements about the Company's or XL-Cayman's beliefs, plans or
expectations, are forward-looking statements. These
statements are based on current plans, estimates and expectations,
all of which involve risk and uncertainty. Statements that
include the words "expect," "estimate," "intend," "plan,"
"believe," "project," "anticipate," "may," "could," "would," "look"
or similar statements of a future or forward-looking nature
identify forward-looking statements. Factors that could cause
actual results to differ from those predicted are set forth under
"Risk Factors" or "Cautionary Note Regarding Forward-Looking
Statements" in the Company's Annual Report on Form 10-K for the
year ended December 31, 2016 and our
other documents on file with the SEC. Neither the Company nor
XL-Cayman undertakes any obligation to update publicly or revise
any forward-looking statement, whether as a result of new
information, future developments or otherwise.
About XL Group Ltd
XL Group Ltd (NYSE:XL), through its subsidiaries and under the
XL Catlin brand, is a global insurance and reinsurance company
providing property, casualty and specialty products to industrial,
commercial and professional firms, insurance companies and other
enterprises throughout the world. Clients look to XL Catlin
for answers to their most complex risks and to help move their
world forward. To learn more, visit www.xlgroup.com.
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SOURCE XL Group Ltd