-----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, J8+e+DAsIKiSCBWhhK+7mZ1MwQ3dnXrxbxFPEszPvKuFwaorpOZZwzkP4Pt2Jvmh 3rAhDOo0dLl2GCloz0eXYg== 0000898080-07-000287.txt : 20070912 0000898080-07-000287.hdr.sgml : 20070912 20070912171618 ACCESSION NUMBER: 0000898080-07-000287 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070906 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: 20070912 DATE AS OF CHANGE: 20070912 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: 071113886 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 FORM 8-K DATE OF REPORT: SEPTEMBER 6, 2007 - -------------------------------------------------------------------------------- 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): September 6, 2007 ------------ 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, Second 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 September 6, 2007, Clearwater Re Limited ("Clearwater Re"), a Bermuda long-term insurance company, whose issued common shares are held by Scottish Annuity & Life Insurance Company (Cayman) Ltd. ("SALIC") and Scottish Re Group Limited (the "Company"), issued $365,918,355 in initial aggregate outstanding principal amount of Floating Rate Variable Funding Notes due August 11, 2037 (the "Notes") in a private placement with Citibank, N.A. and Calyon New York Branch. Citibank, N.A. and Calyon New York Branch have committed to purchase up to $555,000,000 of Notes. Clearwater Re was formed as a special purpose vehicle for the purpose of entering into and performing a retrocession agreement between it and Scottish Re (U.S.), Inc. ("Scottish Re"), an indirect wholly owned subsidiary of the Company, pursuant to which Scottish Re will cede to Clearwater Re on an indemnity reinsurance basis risks associated with certain term life insurance policies with guaranteed level premiums issued between January 1, 2004 and December 31, 2006. Proceeds from the issuance of the Notes will be used, among other things, to fund a reinsurance trust account in favor of Scottish Re, which will provide Scottish Re with credit for reinsurance for certain statutory reserves associated with these term life insurance policies (commonly referred to as Regulation XXX reserves). Payment of interest and principal under the Notes on the maturity date of the Notes and following an event of default by Clearwater Re and related acceleration of the Notes are guaranteed by SALIC and the Company (the "Guarantors"), pursuant to a notes guaranty agreement. The Guarantors are also obligated to make payments to holders of Notes if there are certain draws on the reinsurance trust account, if the retrocession agreement is terminated (to the extent Notes remain outstanding) or if there is a preference event in an insolvency proceeding relating to payments on the Notes. Interest on the Notes is payable quarterly at a rate equal to three-month London Interbank Offered Rate per annum plus a spread determined by SALIC's insurance financial strength rating and the Company's senior unsecured credit rating. Such interest will be payable quarterly on each February 11, May 11, August 11, and November 11, commencing on November 11, 2007 and ending on August 11, 2037, or if accelerated, August 11, 2022 or to any subsequent August 11 thereafter. Under the terms of an indenture, dated as of September 6, 2007, among Clearwater Re and The Bank of New York (the "Indenture Trustee"), as indenture trustee and securities intermediary (the "Indenture"), the holders of not less than 66.667% of the aggregate outstanding principal amount of the Notes, may direct the Indenture Trustee to accelerate the Notes and foreclose on the collateral granted under the Indenture if there is a failure to pay scheduled principal or interest when due, or upon the occurrence of certain other enumerated events of default. Additional information regarding this transaction is set forth in the press release which is filed as Exhibit 99.1 hereto. Item 9.01. Financial Statements and Exhibits. 2 (c) Exhibits. 99.1 Press Release issued by Scottish Re Group Limited on September 6, 2007. 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 Chief Administrative Officer Dated: September 12, 2007 4 INDEX TO EXHIBITS Number Description - ------ ----------- 99.1 Press Release issued by Scottish Re Group Limited on September 6, 2007. 5 EX-99 2 exh99_1.txt EXHIBIT 99.1 PRESS RELEASE Scottish Re Closes $555 Million Regulation Triple-X Reserve Transaction HAMILTON, Bermuda--(BUSINESS WIRE)-- Scottish Re Group Limited (NYSE:SCT), announced today that its subsidiary, Clearwater Re Limited ("Clearwater Re") has closed a transaction that provides up to $555 million of Regulation Triple-X peak reserve financing for a minimum of 15 years. Citibank, N.A. and Calyon New York Branch have committed to purchasing up to $555 million of notes issued by Clearwater Re. About Scottish Re Scottish Re Group Limited is a global life reinsurance specialist. Scottish Re has operating businesses in Bermuda, Grand Cayman, Guernsey, Ireland, Singapore, the United Kingdom and the United States. Its flagship operating subsidiaries include Scottish Annuity & Life Insurance Company (Cayman) Ltd., Scottish Re (U.S.), Inc., and Scottish Re Limited. Additional information about Scottish Re Group Limited can be obtained from its Web site, www.scottishre.com. - ------------------ About Clearwater Re Clearwater Re is a long-term insurer incorporated in Bermuda for the sole purpose of reinsuring a defined block of business and financing the associated reserve strain. Source: Scottish Re Group Limited - -------------------- Contact: Scottish Re Investor Contact: Michael Baumstein, 441-298-4394 michael.baumstein@scottishre.com or Media Contact: Rayissa Palmer, 704-752-3422 rayissa.palmer@scottishre.com -----END PRIVACY-ENHANCED MESSAGE-----