Transaction Valuation*
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Amount of Filing Fee**
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$127,500,000 | $14,611.50 |
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This valuation represents the purchase of a total of 300,000 outstanding Common Shares, par value $1.00 per share, of White Mountains Insurance Group, Ltd., at the price of $425 per Share in cash.
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals $114.60 per million of the value of the transaction.
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ý
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount previously paid: $14,611.50
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Filing Party: White Mountains Insurance Group, Ltd.
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Form or Registration No.: Schedule TO
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Date Filed: October 17, 2011
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Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer:
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Exhibit No.
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Description
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(a)(5)(B)
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Press Release, dated Novemeber 15, 2011 |
WHITE MOUNTAINS INSURANCE GROUP, LTD. | |||
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By:
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/s/ J. Brian Palmer | |
Name: J. Brian Palmer | |||
Title: Vice President and Chief Accounting Officer | |||
November 15, 2011 |
Exhibit No.
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Description
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(a)(1)(A)*
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Offer to Purchase dated October 17, 2011
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(a)(1)(B)*
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Letter of Transmittal dated October 17, 2011
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(a)(1)(C)*
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Notice of Guaranteed Delivery
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(a)(1)(D)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(1)(E)*
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(1)(F)*
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Form of Summary Advertisement as published on October 17, 2011
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(a)(1)(G)*
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Letter from the Company’s Corporate Secretary to shareholders dated October 17, 2011
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(a)(1)(H)*
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Letter to participants in the OneBeacon 401(k) Savings and Employee Stock Ownership Plan, dated October 17, 2011
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(a)(1)(I)*
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Letter to participants in the Sirius International Holding Company, Inc. 401(k) Savings and Investment Plan, dated October 17, 2011
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(a)(1)(J)*
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Letter to participants in the Esurance Services, Inc. 401(k) Plan, dated October 19, 2011
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(a)(5)(A)*
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Press Release, dated October 14, 2011
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(a)(5)(B)**
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Press Release, dated November 15, 2011
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(b)
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$375,000,000 Credit Agreement, dated August 12, 2011, among White Mountains Insurance Group, Ltd., Lone Tree Insurance Group Ltd., as guarantor, Lone Tree Holdings Ltd., as guarantor, the lenders named therein and Bank of America, N.A., as Administrative Agent, Swingline Lender and an Issuing Lender (incorporated by reference herein and filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated August 17, 2011)
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(d)(1)
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Investment Management Agreement between Prospector Partners, LLC and White Mountains Advisors LLC (incorporated by reference herein and filed as Exhibit 99.1 to the Company’s Report on Form 8-K dated June 20, 2005)
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(d)(2)
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Amendment to the Investment Management Agreement between Prospector Partners, LLC and White Mountains Advisors LLC dated February 23, 2006 (incorporated by reference herein and filed on the Company’s Report on Form 8-K dated February 28, 2006)
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(d)(3)
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Investment Management Agreement between Prospector Partners, LLC and OneBeacon dated November 14, 2006 (incorporated by reference herein and filed as Exhibit 10.11 of the Company’s 2006 Annual Report on Form 10-K)
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(d)(4)
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Consulting Letter Agreement between Prospector Partners, LLC and White Mountains Advisors LLC (incorporated by reference herein and filed as Exhibit 99.2 of the Company’s Report on Form 8-K dated June 20, 2005)
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(d)(5)
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White Mountains Long-Term Incentive Plan (incorporated by reference herein and filed as Exhibit 10.15 to the Company’s 2006 Annual Report on Form 10-K)
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Exhibit No. |
Description
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(d)(6)
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White Mountains Long-Term Incentive Plan, as amended, (incorporated by reference herein and filed as Appendix A of the Company’s Notice of 2010 Annual General Meeting of Members and Proxy Statement dated March 29, 2010)
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(d)(7)
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White Mountains Bonus Plan (incorporated by reference herein and filed as Exhibit 10.17 of the Company’s 2004 Annual Report on Form 10-K)
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(d)(8)
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White Mountains Insurance Group Deferred Compensation Plan (incorporated by reference herein and filed as Exhibit 10.14 of the Company’s 2003 Annual Report on Form 10-K)
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(d)(9)
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White Mountains Re Long Term Incentive Plan (incorporated by reference herein and filed as Exhibit 10.12 of the Company’s 2009 Annual Report on Form 10-K)
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(d)(10)
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EHI Performance Unit Plan 2009-2011 (incorporated by reference herein and filed as Exhibit 10.15 of the Company’s 2009 Annual Report on Form 10-K)
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(d)(11)
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EHI Performance Unit Plan 2010-2012 (incorporated by reference herein and filed as Exhibit 10.16 of the Company’s 2010 Annual Report on Form 10-K)
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(d)(12)
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EHI Select Deferred Compensation Plan (incorporated by reference herein and filed as Exhibit 10.16 of the Company’s 2009 Annual Report on Form 10-K)
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(d)(13)
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EHI Amended and Restated Top Hat Deferred Compensation Plan (incorporated by reference herein and filed as Exhibit 10.17 of the Company’s 2009 Annual Report on Form 10-K)
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(d)(14)
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EHI Esurance Restricted Unit Plan (incorporated by reference herein and filed as Exhibit 10.18 of the Company’s 2009 Annual Report on Form 10-K)
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(d)(15)
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OneBeacon Insurance Deferred Compensation Plan (incorporated by reference herein and filed as Exhibit 10.18 of the Company’s 2003 Annual Report on Form 10-K)
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(d)(16)
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OneBeacon 2007 Long-Term Incentive Plan (incorporated by reference herein and filed as Exhibit 10.20 of the Company’s 2009 Annual Report on Form 10-K)
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(d)(17)
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First Amendment to OneBeacon 2007 Long-Term Incentive Plan (incorporated by reference herein and filed as Exhibit 10.21 of the Company’s 2009 Annual Report on Form 10-K)
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(d)(18)
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OneBeacon’s 2010 Management Incentive Plan (incorporated by reference herein and filed as Exhibit 10.24 of the Company’s 2010 Annual Report on Form 10-K)
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(d)(19)
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Amended and Restated Revenue Sharing Agreement among John D. Gillespie, Fund American Companies, Inc. and Folksamerica Reinsurance Company (incorporated by reference herein and filed as Exhibit 10.26 of the Company’s 2004 Annual Report on Form 10-K)
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(d)(20)
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Nonqualified Stock Option Agreement made as of the 6th day of March 2007, by and between the Company and Raymond Barrette (incorporated by reference herein and filed as Exhibit 99.1 of the Company’s Report on Form 8-K/A dated March 7, 2007)
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(d)(21)
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Amendment No. 1 to Nonqualified Stock Option Agreement made as of the 10th day of August 2010, by and between the Company and Raymond Barrette (incorporated by reference herein and filed as Exhibit 10.1 of the Company’s Report on Form 10-Q dated October 29, 2010)
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(d)(22)
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Restricted Share Award Agreement made as of the 6th day of March 2007, by and between the Company and Raymond Barrette (incorporated by reference herein and filed as Exhibit 99.2 of the Company’s Report on Form 8-K/A dated March 7, 2007)
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(d)(23)
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Amendment No. 1 to Restricted Share Award Agreement made as of the 10th day of August 2010, by and between the Company and Raymond Barrette (incorporated by reference herein and filed as Exhibit 10.2 of the Company’s Report on Form 10-Q dated October 29, 2010)
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(d)(24)
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Full proxy to vote granted to Raymond Barrette by John J. Byrne, dated as of January 22, 2007 (incorporated by reference herein and filed as Exhibit 1 of the Schedule 13D dated January 22, 2007)
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(g)
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Not applicable
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(h)
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Not applicable
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* | Previously filed with the Schedule TO. |
** | Filed herewith. |
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PRESS RELEASE |
CONTACTS: | Investors | Media | |
David Foy | Eric Brielmann | ||
(203) 458-5850 | (212) 355-4449 |
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changes in adjusted book value per share or return on equity;
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business strategy;
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financial and operating targets or plans;
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incurred losses and the adequacy of its loss and loss adjustment expense reserves and related reinsurance;
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projections of revenues, income (or loss), earnings (or loss) per share, dividends, market share or other financial forecasts;
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expansion and growth of our business and operations; and
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future capital expenditures.
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the risks associated with Item 1A of White Mountains’ 2010 Annual Report on Form 10-K;
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claims arising from catastrophic events, such as hurricanes, earthquakes, floods or terrorist attacks;
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the continued availability of capital and financing;
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general economic, market or business conditions;
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business opportunities (or lack thereof) that may be presented to it and pursued;
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competitive forces, including the conduct of other property and casualty insurers and reinsurers;
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changes in domestic or foreign laws or regulations, or their interpretation, applicable to White Mountains, its competitors or its clients;
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an economic downturn or other economic conditions adversely affecting its financial position;
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recorded loss reserves subsequently proving to have been inadequate;
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actions taken by ratings agencies from time to time, such as financial strength or credit ratings downgrades or placing ratings on negative watch; and
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other factors, most of which are beyond White Mountains’ control.
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