XL Group extends early deadline in tenders for XLIT, Catlin securities

By Susanna Moon

Chicago, June 21 – XL Group plc wholly owned subsidiary XLIT Ltd. amended the terms of the tender for up to $550 million of four sets of securities issued by XLIT and Catlin Insurance Co. Ltd.

The early tender and withdrawal deadline has been extended to 5 p.m. ET on July 6 from 5 p.m. ET on June 21, with pricing for the 2045 notes postponed until 2 p.m. ET on July 6, according to a company press release.

The other deal terms remain unchanged.

The securities are listed in acceptance priority order, with the offer price for each $1,000 principal amount:

• $350 million of series D preference ordinary shares of XLIT with a purchase price of $935;

• $1 billion of series E preference ordinary shares of XLIT with a purchase price of $930;

• $600 million of non-cumulative preference preferred shares of Catlin with a purchase price of $965;

• $500 million of 5.5% subordinated notes due 2045 of XLIT, at an offer price to be set using the 3% U.S. Treasury note due Feb. 15, 2047 plus 220 basis points.

There is a tender cap of $100 million for the 5.5% subordinated notes.

For the 5.5% subordinated notes, the offer price will include a $50 early tender premium for each $1,000 of notes tendered by the early deadline.

Holders who tender after that date will receive the offer price less the $50 early tender premium.

The issuers will also pay accrued interest or dividends to the settlement date.

The tender offers will remain open until 5 p.m. ET on July 6. The offers began on June 7.

The offers are subject to a minimum tender condition specifying that securities must be tendered that would result in a total purchase price of at least $100 million. The offers are also subject to completion of a fixed-rate debt financing transaction resulting in proceeds of at least $500 million.

Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Wells Fargo Securities, LLC (866 309-6316 or 704 410-4760) are dealer managers for all the offers. J.P. Morgan Securities LLC (866 834-4666 or 212 834-3424) is a dealer manager for the series E offer, the Catlin offer and the 5.5% notes offer.

Global Bondholder Services Corp. (866 470-4500 or 212 430-3774) is the tender and information agent.

XL Group is a Dublin-based financial services company.

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