8-K

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 27, 2011

XL GROUP

Public Limited Company

(Exact name of registrant as specified in its charter)

Ireland	1-10804		98-0665416
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
No. 1 Hatch Street Upper, 4th Floor, Dublin, Ireland		2
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +353 (1) 405-2033

Not Applicable

(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 (see General Instruction A.2. below):

□ 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 8.01. Other Events.

XL Group plc issued a press release on September 27, 2011. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

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

Exhibit No.	Description
99.1	Press Release (“XL Announces Pricing of Senior Notes”) dated September 27, 2011.

SIGNATURES

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.

Date: September 28, 2011

XL Group plc
	(Registrant)
By:	/s/ Kirstin R. Gould
	Name: Kirstin R. Gould
	Title:   General Counsel & Secretary

EX-99.1

 

XL Group plc

XL House

One Bermudiana Road

Hamilton HM 08

Bermuda

Phone (441) 292-8515

Fax (441) 292-5280

Press Release

Contact:	David Radulski	Carol Parker Trott
	Investor Relations	Media Relations
	(441) 294-7460	(441) 294-7290

XL ANNOUNCES PRICING OF SENIOR NOTES

HAMILTON, Bermuda, September 27, 2011 – XL Group plc (NYSE: XL) ("XL") announced today that its wholly-owned subsidiary, XL Group Ltd. (“XL-Cayman”), has priced a public offering of $400,000,000 aggregate principal amount of 5.75% Senior Notes due 2021, which will be fully and unconditionally guaranteed by XL.

XL-Cayman expects to receive net proceeds from this offering of approximately $396,400,000, after deducting underwriting discounts and estimated offering expenses. XL-Cayman intends to use the net proceeds from the sale of the Senior Notes as partial funding for the repayment at maturity of the outstanding $600 million 6.5% Guaranteed Senior Notes due 2012 of XL Capital Finance (Europe) plc, a wholly-owned subsidiary of XL.

The joint book-running managers for the offering are Wells Fargo Securities, LLC and Morgan Stanley & Co. LLC.

About XL

XL Group plc, through its subsidiaries, is a global insurance and reinsurance company providing property, casualty, and specialty products to industrial, commercial, and professional firms, insurance companies and other enterprises on a worldwide basis. Its principal offices are located at No. 1 Hatch Street Upper, 4th Floor, Dublin 2, Ireland.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the senior notes or any other securities, nor will there be any sale of the senior notes or any other securities in any state or jurisdiction in which such offer, solicitation or sale is not permitted. The offering is being made only by means of a prospectus and related prospectus supplement, which may be obtained by visiting the Securities and Exchange Commission’s website at www.sec.gov or by contacting Wells Fargo Securities, LLC, 1525 West W.T. Harris Blvd., NC0675, Charlotte, North Carolina 28262, Attention: Capital markets Client Support, telephone: 1-800-326-5897, email: cmClientsupport@wachovia.com, or Morgan Stanley & Co. LLC, 180 Varick Street, 2^nd

Floor, New York, New York 10014, Attention: Prospectus Department, telephone: 1-866-718-1649 or email: prospectus@morganstanley.com.

This press release contains forward-looking statements. Such statements involve inherent risks and uncertainties. Statements that are not historical facts, including statements about XL’s and XL-Cayman’s belief or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations, all of which involve risk and uncertainty. Actual results may differ materially from those projected in such forward-looking statements, including regarding the expected receipt by XL-Cayman of the proceeds described above, and therefore you should not place undue reliance on them. A non-exclusive list of the important factors that could cause actual events or results to differ materially from those in such forward-looking statements is set forth in XL’s most recent annual report on Form 10-K, quarterly report on Form 10-Q and XL’s other documents on file with the Securities and Exchange Commission. XL undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future developments or otherwise.

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