OneBeacon Announces Cash Tender Offer for Its 5.875% Senior Notes Due 2013

Mar 24, 2011, 10:00 ET from OneBeacon Insurance Group, Ltd.

HAMILTON, Bermuda, March 24, 2011 /PRNewswire/ -- OneBeacon Insurance Group, Ltd. (NYSE: OB) announced today that its indirect wholly-owned subsidiary, OneBeacon U.S. Holdings, Inc. ("OBH"), formerly known as Fund American Companies, Inc., has commenced a cash tender offer (the "Offer") for up to $150 million in aggregate principal amount (the "Maximum Tender Amount") of its 5.875% Senior Notes due 2013 (CUSIP 68245JAA8) (the "Notes"). The CUSIP No. for the Notes was previously 36077BAA5. The Notes are irrevocably and unconditionally guaranteed by White Mountains Insurance Group, Ltd. ("White Mountains"). The funds required to pay for all Notes accepted for purchase in the Offer and to pay related fees and expenses will be obtained from cash on hand or from sales of investments.

The Offer will expire at 11:59 p.m. Eastern Time on April 20, 2011, (such date, as the same may be extended, the "Expiration Date"). Any such extension will be followed by a public announcement no later than 9:00 a.m. Eastern Time on the first business day after the previously scheduled Expiration Date.

Holders of Notes must validly tender and not validly withdraw their Notes before 5:00 p.m. Eastern Time, on April 6, 2011 (such date and time, as the same may be extended, the "Early Tender Deadline") to receive the Total Consideration (set forth in the table below). Holders of Notes that validly tender their Notes after the Early Tender Deadline and before 11:59 p.m. Eastern Time on the Expiration Date will be eligible to receive the Tender Consideration (set forth in the table below) which is equal to the Total Consideration minus an Early Tender Payment of $30 for each $1,000 principal amount of notes validly tendered by such holders that are accepted for purchase. Payment for Notes purchased will include accrued and unpaid interest from, and including, the last interest payment date for the Notes up to, but not including, the settlement date for the Offer.

Outstanding

Tender

Total

Principal

Maximum

Consideration

Early Tender

Consideration

Amount

Tender Amount

(1)

Payment (1)

(1) (2)

$469,182,000

$150,000,000

$1,045

$30

$1,075

(1) For each $1,000 principal amount of Notes accepted for purchase.

(2) Includes the Early Tender Payment.

As of March 24, 2011, $469,182,000 aggregate principal amount of Notes were outstanding.  Of this total, $49,318,000 aggregate principal amount of Notes are held by one of OBH's subsidiaries and will not be tendered in the Offer. Holders that tender their Notes may withdraw such Notes at any time before 5:00 p.m. Eastern Time on April 6, 2011 (such date and time, as the same may be extended, the "Withdrawal Deadline").

OBH's obligation to accept for payment and to pay for the Notes in the Offer is subject to the satisfaction or waiver of a number of conditions. OBH reserves the right to waive any one or more of the conditions at any time. The Offer is not contingent upon the tender of any minimum principal amount of Notes.

The "Settlement Date" will occur promptly after the Expiration Date. OBH anticipates that the Settlement Date will be one business day following the Expiration Date, on April 21, 2011.

If the aggregate principal amount of Notes validly tendered exceeds the Maximum Tender Amount, the amount of Notes purchased will be prorated based on the aggregate principal amount of Notes tendered, rounded to the nearest integral multiple of $1,000.

OBH reserves the right to increase the Maximum Tender Amount subject to compliance with applicable law.

OBH has retained Barclays Capital Inc. to serve as lead dealer manager and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and HSBC Securities (USA) Inc. as co-dealer managers for the Offer. Bondholder Communications Group, LLC has been retained to serve as the tender agent and information agent. For additional information regarding the terms of the Offer, please contact Barclays Capital Inc. at (800) 438-3242 (toll-free) or (212) 528-7581 (collect). Requests for documents and questions regarding the tender of the Notes may be directed to Olivia Banks of Bondholder Communications Group, LLC at (888) 385-2663 (toll- free) or (212) 809-2663.

The Offer is being made pursuant to an Offer to Purchase dated March 24, 2011, and a related Letter of Transmittal which set forth in more detail the terms and conditions of the Offer. The Offer to Purchase and the related Letter of Transmittal are expected to be distributed to holders beginning today.  Copies of the Offer to Purchase and the Letter of Transmittal may also be obtained at www.bondcom.com/onebeacon.

None of OBH, White Mountains, their respective board of directors, the tender agent and information agent, the dealer managers or the trustee with respect to the Notes makes any recommendation as to whether holders of the Notes should tender or refrain from tendering all or any portion of the principal amount of the Notes.

This announcement does not constitute an offer to buy or the solicitation of an offer to sell securities. The Offer is being made solely by means of the Offer to Purchase and the related Letter of Transmittal.  In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of OBH by the dealer managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

About OneBeacon:  OneBeacon Insurance Group, Ltd. is a Bermuda-domiciled holding company that is publicly traded on the New York Stock Exchange under the symbol "OB". OneBeacon Insurance Group's underwriting companies offer a range of specialty insurance products sold through independent agencies, regional and national brokers, wholesalers and managing general agencies. The company's businesses include OneBeacon Professional Insurance, International Marine Underwriters, OneBeacon Accident Group, OneBeacon Entertainment, OneBeacon Energy Group, OneBeacon Government Risks, A.W.G. Dewar (tuition refund), collector cars and boats written through Hagerty Insurance Agency, OneBeacon Technology Insurance, OneBeacon Specialty Property, OneBeacon Property and Inland Marine and OneBeacon Excess and Surplus. The company also offers products and services to assigned risk markets through its AutoOne division. OneBeacon's insurance businesses are national in scope.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995

This press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  All statements, other than statements of historical facts, included or referenced in this release which address activities, events or developments which OBH or White Mountains expect or anticipate will or may occur in the future are forward-looking statements.  The words "will," "believe," "intend," "expect," "anticipate," "project," "estimate," "predict" and similar expressions are also intended to identify forward-looking statements.  These forward-looking statements include, among others, statements with respect to OBH's and/or White Mountains':

  • change in book value per share or adjusted book value per share or return on equity;
  • business strategy;
  • financial and operating targets or plans;
  • incurred loss and loss adjustment expenses and the adequacy of OBH's and/or White Mountains' loss and loss adjustment expense reserves and related reinsurance;
  • projections of revenues, income (or loss), earnings (or loss) per share, dividends, market share or other financial forecasts;
  • expansion and growth of OBH's and/or White Mountains' business and operations; and
  • future capital expenditures.

These statements are based on certain assumptions and analyses made by OBH and/or White Mountains in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors believed to be appropriate in the circumstances. However, whether actual results and developments will conform with OBH's and/or White Mountains' expectations and predictions is subject to a number of risks and uncertainties that could cause actual results to differ materially from expectations, including:

  • the risks discussed beginning on page 18 of OBH's Annual Report on Form 10-K for the year ended December 31, 2010, filed March 16, 2011;
  • the risks discussed beginning on page 32 of White Mountains' Annual Report on Form 10-K for the year ended December 31, 2010, filed February 28, 2011;
  • recorded loss and loss adjustment expense reserves subsequently proving to have been inadequate;
  • claims arising from catastrophic events, such as hurricanes, windstorms, earthquakes, floods or terrorist attacks;
  • the continued availability and cost of reinsurance;
  • competitive forces, including the conduct of other property and casualty insurers and reinsurers and agents;
  • changes in domestic or foreign laws or regulations, or their interpretation, applicable to OBH and/or White Mountains, OBH's and/or White Mountains' competitors, OBH's and/or White Mountains' agents or OBH's and/or White Mountains' customers;
  • the continued availability of capital and financing;
  • general economic, market or business conditions;
  • an economic downturn or other economic conditions adversely affecting OBH's and/or White Mountains' financial position;
  • business opportunities (or lack thereof) that may be presented to OBH and/or White Mountains and pursued;
  • actions taken by rating agencies from time to time, such as financial strength or credit rating downgrades or placing ratings on negative watch; and
  • other factors, most of which are beyond OBH's and/or White Mountains' control.

Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by OBH and/or White Mountains will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, OBH's and/or White Mountains' business or operations. OBH and White Mountains assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise.

Web site: www.onebeacon.com  

SOURCE OneBeacon Insurance Group, Ltd.



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