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 15, 2013
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 1.01 Entry into a Material Definitive Agreement.
On May 15, 2013, XLIT Ltd. (“XLIT”), an exempted company organized under the laws of the Cayman Islands and a wholly-owned subsidiary of XL Group plc, entered into a credit agreement second amendment, dated May 15, 2013 (the “Second Amendment”), to the credit agreement, dated May 7, 2013, with Citicorp USA, Inc., as administrative agent and issuing lender, and the other lenders party thereto (the “Credit Agreement”). The effect of the Second Amendment is to increase the amount of letters of credit and revolving credit loans available to XLIT under the Credit Agreement from $200,000,000 to $275,000,000. XLIT has the option to increase the maximum amount of letters of credit and revolving credit loans available under the Credit Agreement, as amended, with the lender’s and issuing lender’s consent.
The Credit Agreement contains customary affirmative and negative covenants for credit facilities of its type as well as certain customary events of default. Interest payable under the Credit Agreement is as set forth therein. The fee payable under the Credit Agreement as amended by the Second Amendment is determined pursuant to the terms set forth in the letter agreement, as amended by the fee letter amendment no. 2 filed as an exhibit hereto.
The foregoing descriptions of the Credit Agreement, as amended, and letter agreement, as amended, are qualified in their entirety by reference to such agreements, which were filed as Exhibits 10.1 and 10.3, respectively, to the Current Report on Form 8-K filed on May 7, 2013. The Second Amendment and the fee letter amendment no. 2 are filed as Exhibits 10.1 and 10.2, respectively, hereto and are incorporated herein by reference.
Citibank, N.A., Citicorp USA, Inc., or their affiliates have, from time to time, performed various investment or commercial banking and financial advisory services for XLIT and its affiliates in the ordinary course of business.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K concerning the Second Amendment and the fee letter amendment no. 2 is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
| 10.1 | Credit Agreement Second Amendment, dated as of May 15, 2013, to the Credit Agreement, dated as of May 7, 2013, between XLIT Ltd., Citicorp USA, Inc., as Administrative Agent and Issuing Lender, and the Lenders party thereto. |
| 10.2 | Fee Letter Amendment No. 2, dated as of May 15, 2013, to the Letter Agreement, dated as of May 7, 2013, between XLIT Ltd. and Citicorp USA, Inc. |
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: May 15, 2013
| XL Group plc | ||
| (Registrant) | ||
| By: | /s/ Kirstin Gould | |
| Name: Kirstin Gould | ||
| Title: General Counsel and Secretary | ||
Exhibit 10.1
CREDIT AGREEMENT SECOND AMENDMENT
Dated as of May 15, 2013
To the Lenders parties to the Credit Agreement
and the Administrative Agent and Issuing Lender referred to below
Ladies and Gentlemen:
Reference is made to the Credit Agreement, dated as of May 7, 2013 (as amended by that certain Credit Agreement First Amendment, dated as of May 13, 2013, the “Credit Agreement”), among XLIT LTD., an exempted company incorporated in the Cayman Islands with limited liability, as the Company, the institutions from time to time parties thereto as Lenders and Citicorp USA, Inc., as Administrative Agent and as Issuing Lender. Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.
The Company hereby requests that the Credit Agreement be amended as provided below.
Section 1. Credit Agreement Amendment. The parties agree that, subject to the satisfaction of the conditions precedent to effectiveness set forth in Section 2 below and on and as of the Second Amendment Effective Date (as defined below), the Credit Agreement is hereby amended by deleting Schedule I and substituting therefor Schedule I attached hereto.
Section 2. Conditions to Effectiveness. Section 1 of this amendment (this “Second Amendment”) shall be effective as of May 15, 2013 (the “Second Amendment Effective Date”) when and if:
(i) the Company, the Issuing Lender and each Lender increasing its Commitment shall have executed and delivered to the Administrative Agent executed counterparts of this Second Amendment;
(ii) the Administrative Agent shall have received one or more counterparts of the Fee Letter Amendment No. 2, dated as of May 15, 2013 (the “Fee Letter Amendment No. 2”), which amends the Fee Letter, duly executed by the Company and Citicorp USA, Inc.;
(iii) the Administrative Agent shall have received opinions, each dated the Second Amendment Effective Date, of Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel for the Company and opinions provided by counsel to the Company in the jurisdiction of the Cayman Islands, in each case, reasonably satisfactory to the Administrative Agent and its counsel;
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(iv) the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing, if applicable, of the Company, the authorization of this Second Amendment and the Fee Letter Amendment No. 2 and any other legal matters relating to the Company, this Second Amendment or the Fee Letter Amendment No. 2, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel;
(v) the Administrative Agent shall have received a certificate of XL Group plc with respect to the filings of XL Group plc with the Securities and Exchange Commission in substantially the form delivered on the Effective Date; and
(vi) the representations and warranties of the Company set forth in Section 3 below shall be true and correct on and as of the Second Amendment Effective Date as though made on and as of such date and at the time of and both before and immediately after giving effect to the Second Amendment no Default shall have occurred and be continuing.
Section 3. Representations and Warranties. The Company represents and warrants that (i) the representations and warranties contained in Article IV of the Credit Agreement, as amended hereby (with each reference therein to “this Agreement”, “hereunder”, any Credit Document and words of like import referring to the Credit Agreement or the Fee Letter being deemed to be a reference to this Second Amendment, the Credit Agreement, as amended hereby, and the Fee Letter, as amended by the Fee Letter Amendment No. 2), are true and correct in all material respects on and as of the date hereof as though made on and as of such date (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date), and (ii) no event has occurred and is continuing, or would result from the execution and delivery of this Second Amendment or the Fee Letter Amendment No. 2, that constitutes a Default.
Section 4. Effect on the Credit Documents. The execution, delivery and effectiveness of this Second Amendment and the Fee Letter Amendment No. 2 shall not operate as a waiver of any right, power or remedy of the Issuing Lender, any Lender or the Administrative Agent under any Credit Document, or constitute a waiver of any provision of any Credit Document. Except as expressly amended above and pursuant to the Fee Letter Amendment No. 2, each Credit Document is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Second Amendment shall be binding on the parties hereto and their respective successors and permitted assigns under the Credit Agreement.
Section 5. Costs, Expenses and Taxes. The Company agrees to pay promptly all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Second Amendment and any other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto in an amount, and all reasonable costs and expenses (including, without limitation, reasonable out-of-pocket counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Second Amendment.
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Section 6. Miscellaneous. This Second Amendment shall constitute a Credit Document and shall be subject to the provisions of Article X of the Credit Agreement, each of which is incorporated by reference herein, mutatis mutandis.
If you consent and agree to the foregoing, please evidence such consent and agreement by (i) executing and returning a counterpart to this Second Amendment by facsimile or e-mail to William Westbrook (fax no. 404-572-5128 / e-mail: wwestbrook@kslaw.com) and (ii) promptly thereafter executing and returning three original counterparts to this Second Amendment by overnight mail to King & Spalding LLP, 1180 Peachtree Street, NE, Atlanta, GA, 30309, Attention: William Westbrook.
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| Very truly yours, | |||
| XLIT LTD., | |||
| as Company | |||
| By | /s/ Simon Rich | ||
| Name: Simon Rich | |||
| Title: Director | |||
The undersigned hereby consent
and agree to the foregoing:
| CITICORP USA, INC., | ||
| as Issuing Lender | ||
| By | /s/ Andrew Kreeger | |
| Name: Andrew Kreeger | ||
| Title: Vice President | ||
| CITIBANK, N.A. | ||
| as Lender | ||
| By | /s/ Andrew Kreeger | |
| Name: Andrew Kreeger | ||
| Title: Vice President | ||
SCHEDULE
I
To
Credit Agreement Second Amendment
* * * * * *
SCHEDULE
I
To
Credit Agreement
Commitments
A. During the period from and including the Effective Date to but excluding the First Amendment Effective Date.
| Lender | Commitment | |
| Citibank, N.A. | $100,000,000 | |
| Total | $100,000,000 |
B. During the period from and including the First Amendment Effective Date to but excluding the Second Amendment Effective Date
| Lender | Commitment | |
| Citibank, N.A. | $200,000,000 | |
| Total | $200,000,000 |
C. During the period from and including the Second Amendment Effective Date to and including close of business on the Commitment Termination Date.
| Lender | Commitment | |
| Citibank, N.A. | $275,000,000 | |
| Total | $275,000,000 |
Exhibit 10.2
FEE LETTER
AMENDMENT NO. 2
Dated as of May 15, 2013
To Citicorp USA, Inc.
Ladies and Gentlemen:
Reference is made to the Letter Agreement, dated as of May 7, 2013 (as amended by that certain Fee Letter Amendment No.1, dated as of May 13, 2013, the “Fee Letter”), between XLIT LTD., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and Citicorp USA, Inc. (“CUSA”), which was entered into in connection with the Credit Agreement, dated as of May 7, 2013 (as amended, modified or supplemented as of the date hereof, the “Credit Agreement”), among the Company, the Lenders party thereto (the “Lenders”) and CUSA, as Administrative Agent (in such capacity the “Administrative Agent”), and as issuing lender. Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.
The Company hereby requests that the Fee Letter be amended as provided below.
Section 1. Fee Letter Amendment. The parties agree that, effective as of the date of this Fee Letter Amendment No. 2 (this “Fee Letter Amendment No. 2”) and upon execution by CUSA of this Fee Letter Amendment No. 2 and the delivery of an executed counterpart hereof to the Company, Section 1 of the Fee Letter is amended and restated in its entirety to read as follows:
“Section 1. Facility Fee. The Company agrees to pay to the Administrative Agent a facility fee (the “Facility Fee”) (which fee, once paid, will be nonrefundable under any circumstances except for manifest error by CUSA and not subject to counterclaim or set-off for, or otherwise affected by, any claim or dispute relating to any other matter) that (i) shall accrue at the rate of 0.71% per annum on the aggregate amount of the Commitments in effect from time to time (whether used or unused) during the period from and including May 7, 2013 to but excluding May 13, 2013; (ii) shall accrue at the rate of 0.70% per annum on the aggregate amount of the Commitments in effect from time to time during the period from and including May 13, 2013 to but excluding May 15, 2013; and (iii) shall accrue at the rate of 0.70% per annum on the aggregate amount of the Commitments in effect from time to time during the period from and including May 15, 2013 to and including the date the Commitments are terminated on the Commitment Termination Date or in accordance with Article VIII of the Credit Agreement; provided that, if any Lender continues to have any Credit Exposure after the date the Commitments are terminated, then the Facility Fee shall also accrue on the daily amount of such Lender’s Credit Exposure from but excluding the date the Commitments are terminated to and including the date on which such Lender ceases to have any Credit Exposure. Accrued
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Facility Fees shall be payable in arrears on the 20th day of March, June, September and December of each year and on the date on which the Commitments are terminated, commencing on the first such date to occur after the date hereof; provided that any Facility Fees accruing after the date on which the Commitments terminated shall be payable on demand. The Facility Fees payable shall be computed for the actual days elapsed (including the first day but excluding the last day) based on a year of 360 days.”
Section 2. Effect on the Fee Letter. The execution, delivery and effectiveness of this Fee Letter Amendment No. 2 shall not operate as a waiver of any right, power or remedy of CUSA under the Fee Letter, nor constitute a waiver of any provision of the Fee Letter. Except as expressly amended above, the Fee Letter is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. This Fee Letter Amendment No. 2 shall be binding on the parties hereto and their respective successors and permitted assigns under the Credit Agreement.
Section 3. Costs, Expenses and Taxes. The Company agrees to pay on demand all reasonable out of pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Fee Letter Amendment No. 2 and any other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto, and all reasonable costs and expenses (including, without limitation, counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Fee Letter Amendment No. 2.
Section 4. Miscellaneous. This Fee Letter Amendment No. 2 shall constitute a Credit Document and be subject to the provisions of Sections 3 and 4 of the Fee Letter, each of which is incorporated by reference herein, mutatis mutandis.
If you consent and agree to the foregoing, please evidence such consent and agreement by (i) executing and returning a counterpart to this Fee Letter Amendment No. 2 by facsimile or e-mail to William Westbrook (fax no. 404-572-5100 / e-mail: wwestbrook@kslaw.com) and (ii) promptly thereafter executing and returning three original counterparts to this Fee Letter Amendment No. 2 by overnight mail to King & Spalding LLP, 1180 Peachtree Street, NE, Atlanta, GA, 30309, Attention: William Westbrook.
[Remainder of page intentionally left blank.]
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| Very truly yours, | |||
| XLIT LTD. | |||
| By | /s/ Simon Rich | ||
| Name: Simon Rich | |||
| Title: Director | |||
Fee Letter Amendment No. 2
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The undersigned hereby consents
and agrees to the foregoing:
CITICORP USA, INC.
| By | /s/ Andrew Kreeger | |
| Name: | Andrew Kreeger | |
| Title: | Vice President |
Fee Letter Amendment No. 2