SC TO-I 1 tm2223096-1_sctoi.htm SC TO-I tm2223096-1_sctoi - none - 2.5000114s
​
​
​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
​
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
​
WHITE MOUNTAINS INSURANCE GROUP, LTD.
(Name of Subject Company (Issuer) and Filing Person (Issuer and Offeror))
​
Common Shares, par value $1.00 per share
(Title of Class of Securities)
​
G9618E107
(CUSIP Number of Class of Securities)
​
Robert L. Seelig, Esq.
Executive Vice President and General Counsel
White Mountains Insurance Group, Ltd.
23 South Main Street, Suite 3B
Hanover, New Hampshire 03755-2053
Telephone: (603) 640-2200
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
​
With a copy to:
​ ​ ​ ​ ​ ​ ​ ​ ​
​
C. Daniel Haaren, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, New York 10019
Telephone: (212) 474-1000
​ ​ ​ ​ ​
David Lopez, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Telephone: (212) 225-2632
​
​
☐
Check the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.
​
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐
third-party tender offer subject to Rule 14d-1.
​
☒
issuer tender offer subject to Rule 13e-4.
​
☐
going-private transaction subject to Rule 13e-3.
​
☐
amendment to Schedule 13D under Rule 13d-2.
​
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
​
☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
​
​
​
​
 
INTRODUCTION
This Issuer Tender Offer Statement on Schedule TO (“Schedule TO”) relates to the tender offer by White Mountains Insurance Group, Ltd., a company organized under the laws of Bermuda (the “Company”), to purchase up to $500 million in value of its issued and outstanding Common Shares, par value $1.00 per share (the “Common Shares” or the “Shares”), at a purchase price not greater than $1,400 nor less than $1,250 per Share, in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 22, 2022 (the “Offer to Purchase”), a copy of which is attached hereto as Exhibit (a)(1)(A), and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with the Offer to Purchase, as they may be amended or supplemented from time to time, the “Offer”), a copy of which is attached hereto as Exhibit (a)(1)(B), which are herein incorporated by reference. This Schedule TO is being filed in accordance with Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
All information in the Offer is hereby expressly incorporated by reference in answer to all items in this Schedule TO, and as more particularly set forth below.
Item 1.   Summary Term Sheet.
The information set forth in the Offer to Purchase under “Summary Term Sheet” is incorporated herein by reference.
Item 2.   Subject Company Information.
(a)   The name of the issuer is White Mountains Insurance Group, Ltd., a company organized under the laws of Bermuda. The Company’s principal executive offices are located at 23 South Main Street, Suite 3B, Hanover, New Hampshire 03755-2053, telephone: (603) 640-2200.
(b)   The class of securities to which this statement relates is the Common Shares, par value $1.00 per share, of which 2,904,027 Shares were issued and outstanding as of August 19, 2022.
(c)   The information set forth in the Offer to Purchase under Section 7 (“Price Range of Shares; Dividends”) is incorporated herein by reference.
Item 3.   Identity and Background of Filing Person.
(a)   This Tender Offer Statement on Schedule TO is filed by the Company, which is also the issuer. The Company’s address and telephone number are set forth under Item 2. The information set forth in the Offer to Purchase under Schedule I and Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
Item 4.   Terms of the Transaction.
(a)   The following information set forth in the Offer to Purchase is incorporated herein by reference:
•
“Summary Term Sheet”;
​
•
“Introduction”;
​
•
Section 1 (“Number of Shares; Proration”);
​
•
Section 2 (“Procedures for Tendering Shares”);
​
•
Section 3 (“Withdrawal Rights”);
​
•
Section 4 (“Acceptance for Payment and Payment for Shares”);
​
•
Section 5 (“Purpose of the Offer; Certain Effects of the Offer”);
​
•
Section 6 (“Certain U.S. Federal Income Tax Consequences”);
​
•
Section 8 (“Conditions to the Offer”);
​
 
2
​
 
•
Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”); and
​
•
Section 14 (“Extension of the Offer; Termination; Amendment”).
​
(b)   The information set forth in the Offer to Purchase under “Summary Term Sheet”, “Introduction”, Section 5 (“Purpose of the Offer; Certain Effects of the Offer”) and Section 11 (“Interest of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
Item 5.   Past Contacts, Transactions, Negotiations and Agreements.
(e)   The information set forth in the Offer to Purchase under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
Item 6.   Purpose of the Transaction and Plans or Proposals.
(a)   The information set forth in the Offer to Purchase under “Summary Term Sheet” and Section 5 (“Purpose of the Offer; Certain Effects of the Offer”) is incorporated herein by reference.
(b)   The information set forth in the Offer to Purchase under Section 5 (“Purpose of the Offer; Certain Effects of the Offer”) is incorporated herein by reference.
(c)   The information set forth in the Offer to Purchase under “Summary Term Sheet”, “Introduction”, Section 5 (“Purpose of the Offer; Certain Effects of the Offer”), Section 9 (“Certain Information Concerning the Company”) and Section 10 (“Source and Amount of Funds”) is incorporated herein by reference.
Item 7.   Source and Amount of Funds or Other Consideration.
(a), (b) and (d) The information set forth in the Offer to Purchase under “Summary Term Sheet” and Section 10 (“Source and Amount of Funds”) is incorporated herein by reference.
Item 8.   Interest in Securities of the Subject Company.
(a) and (b) The information set forth in the Offer to Purchase under Schedule I and Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
Item 9.   Persons/Assets Retained, Employed, Compensated or Used.
(a)   The information set forth in the Offer to Purchase under “Introduction” and Section 15 (“Fees and Expenses”) is incorporated herein by reference.
Item 10.   Financial Statements.
Not applicable.
Item 11.   Additional Information.
(a)(1)   The information set forth in the Offer to Purchase under Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) is incorporated herein by reference.
(a)(2)   The information set forth in the Offer to Purchase under Section 12 (“Certain Legal Matters”) is incorporated herein by reference.
(a)(3)   Not applicable.
(a)(4)   The information set forth in the Offer to Purchase under Section 13 (“Effects of the Offer on the Market for Shares; Registration Under the Exchange Act”) is incorporated herein by reference.
 
3
​
 
(a)(5)   None.
(b)   The information set forth in the Offer to Purchase and the Letter of Transmittal, as each may be amended or supplemented from time to time, is incorporated herein by reference.
Item 12(a).   Exhibits.
​
Exhibit 
No.
​ ​
Description
​
​ (a)(1)(A) ​ ​ ​
​ (a)(1)(B) ​ ​ ​
​ (a)(1)(C) ​ ​ ​
​ (a)(1)(D) ​ ​ ​
​ (a)(1)(E) ​ ​ ​
​ (a)(1)(F) ​ ​ ​
​ (a)(1)(G) ​ ​ Letter from the Company’s Chief Executive Officer to Shareholders dated August 22, 2022 ​
​ (a)(1)(H) ​ ​ Letter to Participants in the White Mountains Retirement Plan, dated August 22, 2022 ​
​ (a)(1)(I) ​ ​ Email to Participants in the White Mountains Retirement Plan, dated August 22, 2022 ​
​ (a)(5)(A) ​ ​ ​
​ (a)(5)(B) ​ ​ ​
​ (a)(5)(C) ​ ​ ​
​ (a)(5)(D) ​ ​ ​
​ (a)(5)(E) ​ ​ ​
​ (a)(5)(F) ​ ​ ​
​ (a)(5)(G) ​ ​ ​
​ (a)(5)(H) ​ ​ ​
​ (a)(5)(I) ​ ​ ​
​ (b) ​ ​ Not applicable ​
​ (d)(1) ​ ​ White Mountains Long-Term Incentive Plan, as amended, (incorporated by reference herein and filed as Appendix A of the Company’s Notice of 2019 Annual General Meeting of Members and Proxy Statement dated April 8, 2019) ​
​ (d)(2) ​ ​ Employment Agreement and Release between White Mountains Capital LLC and J. Brian Palmer dated February 25, 2021 (incorporated by reference herein and filed as Exhibit 10.13 of the Company’s 2020 Annual Report on Form 10-K) ​
​ (d)(3) ​ ​ Employment Agreement between White Mountains Capital LLC and Frank R. Bazos dated December 16, 2020 (incorporated by reference herein and filed as Exhibit 10.14 of the Company’s 2020 Annual Report on Form 10-K) ​
​ (d)(4) ​ ​ Offer Letter, dated as of November 29, 2021, between the Company and Liam Caffrey (incorporated by reference herein and filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K dated November 29, 2021) ​
​ (d)(5) ​ ​ Consulting Agreement, dated as of November 1, 2021, between White Mountains Capital LLC and Liam Caffrey (incorporated by reference herein and filed as Exhibit 10.2 of the Company’s Current Report on Form 8-K dated November 29, 2021) ​
​ (d)(6) ​ ​ ​
 
4
​
 
​
Exhibit 
No.
​ ​
Description
​
​ (d)(7) ​ ​ Regulation 114 Trust Agreement by and among Build America Mutual Assurance Company, HG Re Ltd. and The Bank of New York Mellon, dated July 20, 2012 (incorporated by reference herein and filed as Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012) ​
​ (d)(8) ​ ​ Second Amended and Restated Supplemental Trust Agreement by and among Build America Mutual Assurance Company, HG Re Ltd. and The Bank of New York Mellon, dated December 4, 2018 (incorporated by reference herein and filed as Exhibit 10.7 of the Company’s 2018 Annual Report on Form 10-K) ​
​ (d)(9) ​ ​ Second Amended and Restated Surplus Note Purchase Agreement between Build America Mutual Assurance Company, as Issuer, and HG Holdings Ltd. and HG Re Ltd., as Purchasers, dated August 14, 2017 (incorporated by reference herein and filed as Exhibit 99.(d)(7) of the Company’s Schedule TO dated April 10, 2018) ​
​ (g) ​ ​ Not applicable ​
​ (h) ​ ​ Not applicable ​
Item 12(b).   Filing Fees.
107
​
Item 13.   Information Required by Schedule 13E-3.
Not applicable.
 
5
​
 
INDEX OF EXHIBITS
​
Exhibit 
No.
​ ​
Description
​
​ (a)(1)(A) ​ ​ Offer to Purchase dated August 22, 2022 ​
​ (a)(1)(B) ​ ​ Letter of Transmittal dated August 22, 2022 ​
​ (a)(1)(C) ​ ​ Notice of Guaranteed Delivery ​
​ (a)(1)(D) ​ ​ Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees ​
​ (a)(1)(E) ​ ​ Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees ​
​ (a)(1)(F) ​ ​ Form of Summary Advertisement as published on August 22, 2022 ​
​ (a)(1)(G) ​ ​ Letter from the Company’s Chief Executive Officer to Shareholders dated August 22, 2022 ​
​ (a)(1)(H) ​ ​ Letter to Participants in the White Mountains Retirement Plan, dated August 22, 2022 ​
​ (a)(1)(I) ​ ​ Email to Participants in the White Mountains Retirement Plan, dated August 22, 2022 ​
​ (a)(5)(A) ​ ​ Press Release, dated August 22, 2022 ​
​ (a)(5)(B) ​ ​ Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed on February 28, 2022 (incorporated by reference to such filing) ​
​ (a)(5)(C) ​ ​ Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 6, 2022 (incorporated by reference to such filing) ​
​ (a)(5)(D) ​ ​ Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed on August 8, 2022 (incorporated by reference to such filing) ​
​ (a)(5)(E) ​ ​ Current Report on Form 8-K, filed on April 1, 2022 (incorporated by reference to such filing) ​
​ (a)(5)(F) ​ ​ Current Report on Form 8-K, filed on May 10, 2022 (incorporated by reference to such filing) ​
​ (a)(5)(G) ​ ​ Current Report on Form 8-K, filed on May 26, 2022 (incorporated by reference to such filing) ​
​ (a)(5)(H) ​ ​ Current Report on Form 8-K, filed on May 26, 2022 (incorporated by reference to such filing) ​
​ (a)(5)(I) ​ ​ ​
​ (b) ​ ​ Not applicable ​
​ (d)(1) ​ ​ White Mountains Long-Term Incentive Plan, as amended, (incorporated by reference herein and filed as Appendix A of the Company’s Notice of 2019 Annual General Meeting of Members and Proxy Statement dated April 8, 2019) ​
​ (d)(2) ​ ​ Employment Agreement and Release between White Mountains Capital LLC and J. Brian Palmer dated February 25, 2021 (incorporated by reference herein and filed as Exhibit 10.13 of the Company’s 2020 Annual Report on Form 10-K) ​
​ (d)(3) ​ ​ Employment Agreement between White Mountains Capital LLC and Frank R. Bazos dated December 16, 2020 (incorporated by reference herein and filed as Exhibit 10.14 of the Company’s 2020 Annual Report on Form 10-K) ​
​ (d)(4) ​ ​ Offer Letter, dated as of November 29, 2021, between the Company and Liam Caffrey (incorporated by reference herein and filed as Exhibit 10.1 of the Company’s Current Report on Form 8-K dated November 29, 2021) ​
​ (d)(5) ​ ​ Consulting Agreement, dated as of November 1, 2021, between White Mountains Capital LLC and Liam Caffrey (incorporated by reference herein and filed as Exhibit 10.2 of the Company’s Current Report on Form 8-K dated November 29, 2021) ​
​ (d)(6) ​ ​ White Mountains Bonus Plan (incorporated by reference herein and filed as Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2022) ​
​ (d)(7) ​ ​ Regulation 114 Trust Agreement by and among Build America Mutual Assurance Company, HG Re Ltd. and The Bank of New York Mellon, dated July 20, 2012 (incorporated by reference herein and filed as Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012) ​
 
6
​
 
 
7
​
 
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
WHITE MOUNTAINS INSURANCE GROUP, LTD.
By: 
/s/ Michaela J. Hildreth
​
​
Name: Michaela J. Hildreth
Title:
Managing Director and Chief
Accounting Officer
​
August 22, 2022
 
8