-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SUNy1ku5J+sM0es8MOoa+wfLWjKRgZFv0LostQ2M1tQlaAWHtc8oNY9LDGPToAGe W09H9FSjJbHLy/4TT2uZzg== 0000898080-06-000189.txt : 20060510 0000898080-06-000189.hdr.sgml : 20060510 20060510153234 ACCESSION NUMBER: 0000898080-06-000189 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060504 ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060510 DATE AS OF CHANGE: 20060510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCOTTISH RE GROUP LTD CENTRAL INDEX KEY: 0001064122 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16855 FILM NUMBER: 06825764 BUSINESS ADDRESS: STREET 1: GRAND PAVILION COMMERCIAL CENTRE STREET 2: 802 WEST BAY RD GEORGE TOWN GRAND CAYMAN CITY: GRAND CAYMAN CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 3459492800 MAIL ADDRESS: STREET 1: P O BOX HM 2939 CITY: HAMILTON STATE: D0 ZIP: HM MX FORMER COMPANY: FORMER CONFORMED NAME: SCOTTISH LIFE HOLDINGS LTD DATE OF NAME CHANGE: 19980615 8-K 1 form8k.txt 8K FOR SCOTTISH - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2006 -------------- SCOTTISH RE GROUP LIMITED (Exact name of registrant as specified in its charter) -------------- Cayman Islands 001-16855 98-0362785 (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) P.O. Box HM 2939 Crown House, Third Floor, 4 Par-la-Ville Road Hamilton HM12 Bermuda N/A (Address of Principal Executive Offices) (Zip Code) (441) 295-4451 Registrant's telephone number, including area code N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On May 4, 2006, Tartan Capital Limited ("Tartan Capital"), a special purpose exempted company incorporated in the Cayman Islands, whose issued ordinary shares are held by a share trustee and its nominees in trust for charitable purposes, issued (i) $75,000,000 in aggregate principal amount of Class A Guaranteed Variable Rate Notes due January 7, 2009 (the "Class A Notes") and (ii) $80,000,000 in aggregate principal amount of Class B Principal-at-Risk Variable Rate Notes due January 7, 2009 (the "Class B Notes," and together with the Class A Notes, the "Notes") in a private offering. Proceeds from the issuance of the Notes were deposited in an account (the "Collateral Account") to satisfy Tartan Capital's obligations under the Counterparty Contract (as defined below). The timely payment of scheduled interest payments under the Class A Notes and the ultimate repayment of principal of such Class A Notes are insured by Financial Guaranty Insurance Company ("FGIC") through an insurance policy. The Class B Notes are not guaranteed by FGIC. FGIC will not guarantee the payment of any redemption premium, the early repayment of principal on the Class A Notes, taxes or shortfalls for withholding taxes. The Notes are direct financial obligations of Tartan Capital, and none of Scottish Annuity & Life Insurance Company (Cayman) Ltd. ("SALIC"), an indirect wholly owned subsidiary of Scottish Re Group Limited (the "Company"), the Company or any of their affiliates is an obligor or guarantor on the Notes. Tartan Capital was formed as a special purpose vehicle for the purpose of entering into and performing a counterparty contract (the "Counterparty Contract") between it and SALIC, pursuant to which Tartan Capital is obligated to make certain payments to SALIC if there are increases in population mortality in the United States that exceed certain thresholds ("Trigger Events"). Pursuant to the Counterparty Contract, SALIC is obligated to make payments (the "Counterparty Payments") to Tartan Capital equal to the amount of (i) interest on the Notes, (ii) the swap spread to the Swap Counterparty (as defined below) and (iii) the insurance premium to be paid to FGIC. The annual interest rate on the Notes will equal the 3-month London Interbank Offered Rate ("LIBOR"), plus a spread. The Class A Notes and Class B Notes bear interest at a rate equal to the 3-month LIBOR plus 0.19% and 3.0% per year, respectively. Such interest will be payable quarterly in arrears on each January 7, April 7, July 7 and October 7 (each a "Scheduled Payment Date"), for each period beginning on (and including) May 4, 2006, and each succeeding Scheduled Payment Date, and ending on (but excluding) the next succeeding Scheduled Payment Date. The outstanding principal amount of the Class B Notes will be reduced to the extent of any payments by Tartan Capital to SALIC with respect to the Class B Notes pursuant to the Counterparty Contract. If the information required in order to calculate whether a Trigger Event has occurred is not yet available prior to January 7, 2009 (the "Scheduled Redemption Date"), the redemption of the Notes may be extended for three-month periods until such requirements are met, but in no event longer than 30 months after the Scheduled 2 Redemption Date. During such extension period, the annual interest rate on each class of Notes will equal 3-month LIBOR plus 0.10% per year. In connection with the issuance of the Notes, Tartan Capital entered into a swap transaction with Goldman Sachs International. The primary purposes of the swap is to (i) convert the interest yield on the investments in the Collateral Account together with the Counterparty Payments to a rate that is consistent with the accrual of interest on the Notes and (ii) enable Tartan Capital to receive the stated principal amount of the investments in the Collateral Account, regardless of the amounts actually realized upon the sale of such investments. A copy of the press release issued by the Company announcing the above described transaction is attached hereto as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release issued by Scottish Re Group Limited on May 4, 2006. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. SCOTTISH RE GROUP LIMITED By: /s/ Paul Goldean --------------------------------------------- Paul Goldean Executive Vice President and General Counsel Dated: May 10, 2006 4 INDEX TO EXHIBITS Number Description 99.1 Press Release issued by Scottish Re Group Limited on May 4, 2006. 5 EX-99.1 2 ex99-1.txt EXH. 99.1 Scottish Re Closes $155 Million Mortality Catastrophe Bond Company Release - 05/04/2006 20:35 HAMILTON, Bermuda--(BUSINESS WIRE)--May 4, 2006--Scottish Re Group Limited (NYSE:SCT), a global life reinsurance specialist, announced today that its wholly owned subsidiary Scottish Annuity & Life Insurance Company (Cayman) Ltd. has entered into a transaction with the special purpose vehicle, Tartan Capital Limited to receive up to $155 million of payments in the event of severe population mortality. Tartan Capital issued $155 million of principal at risk notes to investors to fund any future obligations it may have. The notes were issued in two classes, and each class will provide three years of collateralized mortality protection. The $75 million Class A Notes have been rated Aaa by Moody's and AAA by Standard & Poor's, based on the issuance of a financial guaranty policy by Financial Guaranty Insurance Company ("FGIC"). FGIC has guaranteed the timely payment of interest under the Class A Notes and the ultimate repayment of principal of such Class A Notes. The $80 million Class B Notes are not guaranteed by the FGIC policy and have been rated Baa3 by Moody's and BBB by Standard and Poor's. "Once again, we at Scottish Re have demonstrated our ability to efficiently utilize the capital markets to fund life insurance risks, this time by transferring extreme mortality risk to investors as an alternative to traditional sources of retrocession" said Scott E. Willkomm, President and Chief Executive Officer of Scottish Re Group Limited. Tartan Capital's risk coverage is based on a combined mortality index, which is defined over a consecutive 2 year period and based on age and gender weighted death rates for the United States constructed from publicly available data sources. The principal of the notes are at risk if, during a measurement period, the combined mortality index exceeds predefined percentages of the expected mortality level (115% for Class A Notes, 110% for Class B Notes). Tartan Capital is designed with a shelf structure to enable potential future issuances up to a total of $300 million. Goldman Sachs was the lead book-runner for the transaction and Scottish Re Capital Markets and Credit Suisse acted as co-managers. The notes sold are not registered under the Securities Act of 1933, as amended, and may not be resold in the United States without registration or an applicable exemption from the registration requirements. About Scottish Re Scottish Re Group Limited is a global life reinsurance specialist. Scottish Re has operating companies in Bermuda, Charlotte, North Carolina, Dublin, Ireland, Grand Cayman, and Windsor, England. Its flagship operating subsidiaries include Scottish Annuity & Life Insurance company (Cayman) Ltd. and Scottish Re (U.S.), Inc., which are rated A- (excellent) by A.M. Best, A (strong) by Fitch Ratings, A3 (good) by Moody's and A- (strong) by Standard & Poor's, Scottish Re Limited, which is rated A- (excellent) by A.M. Best, A (strong) by Fitch Ratings and A- (strong) by Standard & Poor's and Scottish Re Life Corporation, which is rated A- (excellent) by A.M. Best Company. Scottish Re Capital Markets, Inc., a member of Scottish Re Group Limited, is a registered broker dealer that specializes in securitization of life insurance assets and liabilities. Additional information about Scottish Re Group Limited can be obtained from its Web site, www.scottishre.com. CONTACT: Scottish Re Group Limited Michael Baumstein, 441-298-4394 michael.baumstein@scottishre.comwww.scottishre.com SOURCE: Scottish Re Group Limited -----END PRIVACY-ENHANCED MESSAGE-----