XL GROUP LTD (NYSE:XL) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On June 29, 2017, XLIT Ltd. (XL-Cayman), a wholly owned
subsidiary of XL Group Ltd (XL), completed the sale of
500,000,000 aggregate principal amount of its Fixed to Floating
Rate Subordinated Notes due 2047 (the Subordinated Notes) at the
issue price of 99.054% the principal amount thereof. The
Subordinated Notes are fully and unconditionally guaranteed by
XL. XL-Cayman received net proceeds of approximately 490.8
million from the offering.

The Subordinated Notes were issued to an indenture dated as of
March 30, 2015 (the Base Indenture), among XL-Cayman, XL Group
plc and Wells Fargo Bank, National Association, as trustee, as
supplemented by (i) the Second Supplemental Indenture, dated as
of July 25, 2016 (the Second Supplemental Indenture), among
XL-Cayman, XL, XL Group plc and Wells Fargo Bank, National
Association, as trustee, (ii) the Third Supplemental Indenture,
dated as of August 3, 2016, among XL-Cayman, XL, XL Group plc and
Wells Fargo Bank, National Association, as trustee (the Third
Supplemental Indenture), and (iii) the Fourth Supplemental
Indenture which XL-Cayman and XL entered into with Wells Fargo
Bank, National Association, as trustee, on June 29, 2017 (the
Fourth Supplemental Indenture and, together with the Base
Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, the Indenture).

From (and including) June 29, 2017 to (but excluding) June 29,
2027, the Subordinated Notes bear interest at an annual rate of
3.250%, payable annually in arrears on June 29 of each year,
beginning on June 29, 2018. From (and including) June 29, 2027 to
(but excluding) June 29, 2047, the Subordinated Notes will bear
interest at a floating rate equal to the sum of (i) the
Applicable EURIBOR Rate for the relevant floating rate interest
period, plus (ii) a margin of 2.900%, payable quarterly in
arrears on March 29, June 29, September 29 and December 29 of
each year, commencing on June 29, 2027.

XL-Cayman may defer interest payments on the Subordinated Notes,
at its option from time to time, so long as no event of default
or mandatory deferral event has occurred and is continuing,
although XL-Cayman, XL and their respective majority-owned
subsidiaries will be subject to certain restrictions with respect
to making restricted payments during any such optional deferral
period. XL-Cayman will also be required to defer payment of all
interest accrued on the Subordinated Notes as of an interest
payment date upon the occurrence of certain mandatory deferral
events.

XL-Cayman may redeem the Subordinated Notes, in whole or in part,
from June 29, 2022 to June 29, 2027 at a price equal to 100% of
the principal amount of the Subordinated Notes being redeemed
plus a make-whole premium. XL-Cayman may also redeem the
Subordinated Notes, in whole but not in part, at par (i) upon the
occurrence of certain specified events, (ii) if at least 80% of
the principal amount of Subordinated Notes initially issued are
repurchased or otherwise redeemed (other than through a
make-whole redemption described above) and (iii) at any time
after June 29, 2027. Under certain circumstances set forth in the
Indenture, the Subordinated Notes may be subject to variation and
substitution.

The Subordinated Notes will be unsecured and subordinated and
will rank in right of payment junior to all of XL-Caymans
existing and future unsubordinated debt, and pari passu with all
of XL-Caymans future debt that by its terms ranks equally in
right of payment with the Subordinated Notes upon a winding-up of
XL-Cayman. The guarantee will be unsecured and subordinated and
will rank in right of payment junior to all of XLs existing and
future unsubordinated obligations, and pari passu with all of XLs
future obligations that by their terms rank equally in right of
payment with the guarantee upon a winding-up of XL. The
Subordinated Notes and the guarantee will also be subject to
certain subordination provisions to Bermuda group regulatory
requirements, which will be governed by Bermuda law.

The Subordinated Notes were offered and sold under XL and
XL-Caymans automatic shelf registration statement, as defined in
Rule 405 of the Securities Act of 1933, as amended, on Form
S-3ASR (File Number 333-199842), originally filed with the U.S.
Securities and Exchange Commission (the SEC) on November 4, 2014,
and Post-Effective Amendment No. 1 filed with the SEC on July 25,
2016, as supplemented by the preliminary and final prospectus
supplements dated June 19, 2017 and June 22, 2017, respectively.

The foregoing descriptions of the Subordinated Notes and the
Indenture do not purport to be complete and are qualified in
their entirety by reference to the full text of the Subordinated
Notes and the Indenture, each of which is filed as an exhibit
hereto and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed herewith:

XL GROUP LTD Exhibit
EX-4.1 2 t1702029_ex4-1.htm EXHIBIT 4.1   Exhibit 4.1   Execution Version   XLIT LTD. as Issuer   XL GROUP LTD as Guarantor   WELLS FARGO BANK,…
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