SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule TO
(Amendment No. 3)
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES
EXCHANGE ACT OF 1934.
XLIT Ltd.
Catlin Insurance Company Ltd.
(Name of Subject Companies (Issuers))
XLIT Ltd.
(Name of Filing Person (Offeror))
XLIT Ltd. Fixed/Floating Rate Non-Cumulative Preference Ordinary Shares, Series D, liquidation amount
$1,000 plus declared and unpaid dividends per security
(the “Series D Preferred Shares”) CUSIP/ISIN No G98296109 / KYG982961099
XLIT Ltd. Fixed/Floating Perpetual Non-Cumulative Preference Ordinary Shares, Series E, liquidation
amount $1,000 plus declared and unpaid dividends per security
(the “Series E Preference Shares”) CUSIP/ISIN No 98372P AJ7 / US98372PAJ75
Catlin Insurance Company Ltd. Fixed/Floating Non-Cumulative Perpetual Preferred Shares, liquidation amount
$1,000 plus declared and unpaid dividends per security
(the “Catlin Preferred Shares”) CUSIP/ISIN No 149206 AA2 / 144A ISIN: US149206AA21; Reg S ISIN: USG1970AAA28
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Kirstin Gould
Executive Vice President, General Counsel and Secretary
XL Group Ltd
O’Hara House, One Bermudiana Road
Hamilton HM 08, Bermuda
(441) 292-8515
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
With copies to:
Todd E. Freed, Esq.
Gregory A. Fernicola, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York, New York 10036
(212) 735-3000
| CALCULATION OF FILING FEE |
| Transaction valuation(*) | | | Amount of Filing Fee(**) | |
| $550,000,000.00 | | | | $63,745.00 | |
| * | Estimated solely for the purpose of computing the filing fee. This transaction valuation was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), based on the amount of cash to be paid for the Securities (as defined herein). |
| ** | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Exchange Act and Fee Rate Advisory No. 1 for fiscal year 2017 equals $115.90 for each $1,000,000 of the value of the transaction. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $63,745.00 | Filing Party: XLIT Ltd. |
| | |
| Form or Registration No.: Schedule TO | Date Filed: June 8, 2017 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer:o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on June 8, 2017, as amended from time to time, including by Amendment No. 1 filed with the SEC on June 21, 2017 and Amendment No. 2 filed with the SEC on June 26, 207 (together with the Amendment, the “Schedule TO”), which relates to the offers by XLIT Ltd. to purchase in cash issued and outstanding Series E Preference Shares, Series D Preference Shares and Catlin Preferred Shares (collectively, the “Securities”), plus declared and unpaid dividends, in each case, on the terms and subject to the conditions set forth in the amended Offer to Purchase, dated June 20, 2017, which also includes the terms and conditions relating to XLIT Ltd.’s offer to purchase (the “2045 Notes Offer”) its 5.500% Subordinated Notes due 2045 (as amended from time to time, the “Offer to Purchase”), a copy of which was previously filed as Exhibit (a)(1)(C) to the Schedule TO.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
On June 30, 2017, XL Group Ltd issued a press release announcing the consideration payable with respect to the 2045 Notes Offer, calculated as set forth in the Offer to Purchase. The press release has been filed as an exhibit to the Schedule TO and the information set forth in the press release is incorporated herein by reference.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| EXHIBIT NUMBER | | EXHIBIT NAME |
| (a)(5)(D) | | Press release, dated June 30, 2017 (filed herewith). |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: June 30, 2017
| | XLIT Ltd. |
| | | |
| | By: | /s/ Andreas Weber |
| | | Name: Andreas Weber |
| | | Title: Director |
EXHIBIT INDEX
| EXHIBIT NUMBER | | EXHIBIT NAME |
| | | |
| (a)(1)(A) | | Offer to Purchase, dated June 7, 2017 (previously filed with Schedule TO on June 8, 2017). |
| | | |
| (a)(1)(B) | | Press release, dated June 7, 2017 (filed as Exhibit 99.1 to XL Group’s Current Report on Form 8-K filed on June 7, 2017 and incorporated herein by reference). |
| | | |
| (a)(1)(C) | | Amended Offer to Purchase, dated June 20, 2017 (previously filed with Schedule TO on June 21, 2017). |
| | | |
| (a)(5)(A) | | Press release, dated June 21, 2017 (previously filed with Schedule TO on June 26, 2017). |
| | | |
| (a)(5)(B) | | Press release, dated June 22, 2017 (filed as Exhibit 99.1 to XL Group’s Current Report on Form 8-K filed on June 22, 2017 and incorporated herein by reference). |
| | | |
| (a)(5)(C) | | Press release dated June 26, 2017 (previously filed with Schedule TO on June 26, 2017). |
| | | |
| (a)(5)(D) | | Press release, dated June 30, 2017 (filed herewith). |
| | | |
| (b) | | Not applicable. |
| | | |
| (d)(1) | | Indenture, dated as of June 2, 2004, between XL Capital Ltd and The Bank of New York, as trustee (filed as Exhibit 4.1 to XL Capital Ltd’s Registration Statement on Form S-3 (No. 333-116245) filed on June 7, 2004 and incorporated herein by reference). |
| | | |
| (d)(2) | | Second Supplemental Indenture, dated as of November 12, 2004, to the Indenture, dated as of June 2, 2004, between XL Capital Ltd and The Bank of New York, as trustee (filed as Exhibit 4.1 to XL Capital Ltd’s Current Report on Form 8-K (No. 1-10804) filed on November 15, 2004 and incorporated herein by reference). |
| | | |
| (d)(3) | | Third Supplemental Indenture, dated December 9, 2005, to the Indenture, dated as of June 2, 2004, between XL Capital Ltd and The Bank of New York, as trustee (filed as Exhibit 4.2 to XL Capital Ltd’s Current Report on Form 8-K (No. 1-10804) filed on December 12, 2005 and incorporated herein by reference). |
| | | |
| (d)(4) | | Fourth Supplemental Indenture, dated May 7, 2007, to the Indenture, dated as of June 2, 2004, between XL Capital Ltd and The Bank of New York, as trustee (filed as Exhibit 4.1 to XL Capital Ltd’s Current Report on Form 8-K (No. 1-10804) filed on May 7, 2007 and incorporated herein by reference). |
| | | |
| (d)(5) | | Indenture, dated September 30, 2011, among XL Group plc, XL Group Ltd and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to XL Group plc’s Current Report on Form 8-K filed on September 30, 2011 (No. 1-10804) and incorporated herein by reference). |
| | | |
| (d)(6) | | First Supplemental Indenture, dated September 30, 2011, to the Indenture dated September 30, 2011, among XL Group plc, XL Group Ltd and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.2 to XL Group plc’s Current Report on Form 8-K (No. 1-10804) filed on September 30, 2011 and incorporated herein by reference). |
| EXHIBIT NUMBER | | EXHIBIT NAME |
| | | |
| (d)(7) | | Second Supplemental Indenture, dated November 21, 2013, to the Indenture, dated as of September 30, 2011, among XL Group plc, XL Group Ltd and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to XL Group plc’s Current Report on Form 8-K (No. 1-10804) filed on November 21, 2013 and incorporated herein by reference). |
| | | |
| (d)(8) | | Third Supplemental Indenture, dated July 25, 2016, among XL Group, XL Group plc, XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee, to the Senior Debt Securities Indenture, dated as of September 30, 2011 (filed as Exhibit 4.2 to XL Group’s Current Report on Form 8-K12B (No. 1-10804) filed on July 25, 2016 and incorporated herein by reference). |
| | | |
| (d)(9) | | Fourth Supplemental Indenture, dated as of August 3, 2016, among XL Group, (XL Group plc (In Solvent Member’s Voluntary Liquidation), XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee, to the Senior Debt Securities Indenture, dated as of September 30, 2011 (filed as Exhibit 4.1 to XL Group’s Current Report on Form 8-K (No. 1-10804) filed on August 9, 2016 and incorporated herein by reference). |
| | | |
| (d)(10) | | Indenture, dated March 30, 2015, among XL Group plc, XLIT Ltd. and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.1 to XL Group plc’s Current Report on Form 8-K filed on March 30, 2015 (No. 1-10804) and incorporated herein by reference). |
| | | |
| (d)(11) | | First Supplemental Indenture, dated March 30, 2015, to the Indenture dated March 30, 2015 among XL Group plc, XLIT Ltd. and Wells Fargo Bank, National Association, as trustee (filed as Exhibit 4.2 to XL Group plc’s Current Report on Form 8-K (No. 1-10804) filed on March 30, 2015 and incorporated herein by reference). |
| | | |
| (d)(12) | | Second Supplemental Indenture, dated as of July 25, 2016, among XL Group, XL Group plc, XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee, to the Subordinated Debt Securities Indenture, dated as of March 30, 2015 (filed as Exhibit 4.3 to XL Group’s Current Report on Form 8-K12B (No. 1-10804) filed on July 25, 2016 and incorporated herein by reference). |
| | | |
| (d)(13) | | Third Supplemental Indenture, dated as of August 3, 2016, among XL Group, XL Group plc (In Solvent Member’s Voluntary Liquidation), XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee, to the Subordinated Debt Securities Indenture, dated as of March 30, 2015 (filed as Exhibit 4.2 to XL Group’s Current Report on Form 8-K (No. 1-10804) filed on August 9, 2016 and incorporated herein by reference). |
| | | |
| (d)(14) | | Replacement Capital Covenant, dated March 15, 2007 (filed as Exhibit 10.1 to XL Capital Ltd’s Current Report on Form 8-K (No. 1-10804) filed on March 15, 2007 and incorporated herein by reference). |
| | | |
| (d)(15) | | Termination of March 15, 2007 Replacement Capital Covenant, dated March 30, 2015(filed as Exhibit 4.6 to XL Capital Ltd’s Current Report on Form 8-K (No. 1-10804) filed on March 30, 2015 and incorporated herein by reference). |
| | | |
| (d)(16) | | Replacement Capital Covenant, dated March 30, 2015 (filed as Exhibit 4.7 to XL Group plc’s Current Report on Form 8-K (No. 1-10804) filed on March 30, 2015 and incorporated herein by reference). |
| | | |
| (g) | | Not applicable. |
| | | |
| (h) | | Not applicable. |
