XL Group Ltd - Tender Offer Results Announcement

HAMILTON, Bermuda, March 13, 2023 /PRNewswire/ -- 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

XL GROUP LTD ANNOUNCES RESULTS OF ITS TENDER OFFER IN RELATION TO ITS USD 500,000,000 5.500% SUBORDINATED NOTES DUE 2045 (CUSIP: 98420EAD7 and ISIN: US98420EAD76)  FOR CASH

On 6 March 2023, XL Group Ltd (the "Offeror" or the "Company") launched its invitation to holders of its USD 500,000,000 5.500% Subordinated Notes due 2045 (CUSIP: 98420EAD7 and ISIN: US98420EAD76) (the "Notes") to tender such Notes for purchase by the Offeror for cash (such invitation, the "Offer" and the announcement in relation to such invitation, the "Launch Announcement"). A further announcement in relation to the pricing of the Offer for the Notes was made on 10 March 2023 (the "Pricing Announcement" and together with the Launch Announcement, the "Previous Announcements"). The Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated 6 March 2023 (the "Tender Offer Memorandum") and is subject to the offer restrictions described in the Tender Offer Memorandum. Capitalised terms used and not otherwise defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

The Offeror today announces that it will accept all validly tendered Notes pursuant to the Offer for purchase for cash in an aggregate principal amount of USD 247,974,000. In addition, USD 1,120,000 in aggregate principal amount of the Notes were tendered that remain subject to guaranteed delivery procedures as of the Expiration Deadline.

The final results of the Offer are as follows:

* Assuming that all Notes tendered pursuant to the guaranteed delivery procedures are validly delivered by the deadline for delivery of Notes tendered by guaranteed delivery procedures.

The Offer remains subject to the conditions and restrictions set out in the Tender Offer Memorandum and the expected Tender Offer Settlement Date is 15 March 2023 for Notes validly tendered and accepted for purchase which are the subject of a Notice of Guaranteed Delivery and 14 March 2023 in respect of any other Notes validly tendered and accepted for purchase.

All Notes purchased pursuant to the Offer will be cancelled.

Full details concerning the Offer are set out in the Tender Offer Memorandum.

Merrill Lynch International (Telephone: +44 207 996 5420 (U.K.); +1 (888) 292-0070 (U.S. Toll Free); +1 (980) 387-3907 (U.S.); Email: DG.LM-EMEA@bofa.com; Attention: Liability Management Group) is acting as Dealer Manager and D.F. King (Telephone: (877) 283-0323; Email: xlgroup@dfkingltd.com; Website: https://sites.dfkingltd.com/XLGroup; Attention:  Michael Horthman) is acting as Tender Agent.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum and the Previous Announcements. No offer or invitation to acquire or sell any Notes is being made pursuant to this announcement. The Dealer Manager does not take responsibility for the contents of this announcement. The distribution of this announcement, the Previous Announcements and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement, the Previous Announcements and/or the Tender Offer Memorandum come into are required by each of the Offeror, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions.

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 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.  The Company does not undertake any obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

About AXA XL

AXA XL provides insurance and risk management products and services for mid-sized companies through to large multinationals, and reinsurance solutions to insurance companies globally. We partner with those who move the world forward. To learn more, visit www.axaxl.com

XL Group Ltd, the direct subsidiary of AXA S.A., comprises the AXA XL division of the AXA Group.  Through its subsidiaries, it is a global insurance and reinsurance conglomerate providing property, casualty and specialty products to industrial, commercial and professional firms, insurance companies and other enterprises throughout the world. To learn more, visit www.axaxl.com

SOURCE XL Group Ltd