DUBLIN, Ireland, March 24, 2015 /PRNewswire/ -- XL Group plc
(NYSE: XL) (together with its subsidiaries, "XL") announced today
that its wholly-owned subsidiary, XLIT Ltd., has priced a public
offering of $500,000,000 aggregate
principal amount of 4.450% subordinated notes due 2025 and
$500,000,000 aggregate principal
amount of 5.500% subordinated notes due 2045, which will be fully
and unconditionally guaranteed by XL.
XL expects to receive net proceeds from this offering of
approximately $980.6 million, after
deducting underwriting discounts and estimated offering expenses.
XL intends to use the net proceeds from the sale of the
subordinated notes to finance in part the payment of the cash
consideration in connection with its previously announced proposed
acquisition (the "Acquisition") of Catlin Group Limited ("Catlin").
The Acquisition remains subject to approval of Catlin shareholders
and sanction by the Supreme Court of Bermuda, customary regulatory approvals and
anti-trust clearances, and other customary closing conditions.
The joint book-running managers for the offering are Morgan
Stanley & Co. LLC, Goldman, Sachs & Co., Citigroup Global
Markets Inc., Deutsche Bank Securities Inc. and HSBC Securities
(USA) Inc.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of the subordinated notes or
any other securities, and shall not constitute an offer,
solicitation or sale of the subordinated notes or any other
securities in any state or jurisdiction in which such offer,
solicitation or sale is not permitted.
The offering is being made pursuant to an effective shelf
registration statement on Form S-3 (File No. 333-199842), and by
means of a prospectus and related prospectus supplement (when
available), which may be obtained by visiting the U.S. Securities
and Exchange Commission's website at www.sec.gov or by contacting
Morgan Stanley & Co. LLC at 866-718-1649 or Goldman, Sachs
& Co. at 201-793-5170.
About XL Group plc
XL Group plc, through its subsidiaries, 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. XL
is the company clients look to for answers to their most complex
risks and to help move their world forward.
Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995
("PSLRA") provides a "safe harbor" for forward-looking statements.
This press release contains forward-looking statements that reflect
XL's current views with respect to future events and financial
performance. Such statements include forward-looking statements
both with respect to XL in general, and to the insurance and
reinsurance sectors in particular (both as to underwriting and
investment matters). Statements that include the words "expect,"
"intend," "plan," "believe," "project," "anticipate," "may,"
"could" or "would" and similar statements of a future or
forward-looking nature identify forward-looking statements for
purposes of the PSLRA or otherwise.
All forward-looking statements address matters that involve
risks and uncertainties. Accordingly, there are or will be
important factors that could cause actual results to differ
materially from those indicated in such statements. XL believes
that these factors include, but are not limited to, the following:
(a) changes in the size of XL's claims relating to natural or
man-made catastrophe losses due to the preliminary nature of some
reports and estimates of loss and damage to date; (b) trends in
rates for property and casualty insurance and reinsurance; (c) the
timely and full recoverability of reinsurance placed by XL or
Catlin, if the Acquisition is completed, with third parties, or
other amounts due to XL or Catlin; (d) changes in the projected
amount of ceded reinsurance recoverables and the credit ratings and
creditworthiness of reinsurers; (e) actual loss experience from
insured or reinsured events and the timing of claims payments being
faster or the receipt of reinsurance recoverables being slower than
XL anticipated; and (f) the other factors set forth in Item 1A,
"Risk Factors," of XL Group plc's Annual Report on Form 10-K
for the year ended December 31, 2014
and XL's other documents on file with the Securities and Exchange
Commission.
Additionally, the Acquisition is subject to risks and
uncertainties, including: (a) XL and Catlin may be unable to
complete the Acquisition because, among other reasons, conditions
to the completion of the Acquisition may not be satisfied or
waived, including the failure to obtain required regulatory
approvals, or the other party may be entitled to terminate the
Acquisition; (b) receipt of regulatory approvals required by the
Acquisition may be subject to conditions, limitations and
restrictions that could negatively impact the business and
operations of the combined company; (c) uncertainty as to the
timing of completion of the Acquisition; (d) the ability to obtain
approval of the Acquisition by Catlin shareholders; (e) uncertainty
as to the actual premium (if any) that will be realized by Catlin
shareholders in connection with the Acquisition; (f) inability to
retain key personnel of XL or Catlin during the pendency of the
Acquisition or after completion of the Acquisition; (g) failure to
realize the potential synergies from the Acquisition, including as
a result of the failure, difficulty or delay in integrating
Catlin's businesses into XL; and (h) the ability of Catlin's board
of directors to withdraw its recommendation of the
Acquisition.
The foregoing review of important factors should not be
construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included herein or elsewhere.
XL undertakes no obligation to update publicly or revise any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as required by the federal
securities laws.
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SOURCE XL Group plc