UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF
SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
|
XL GROUP LTD (Exact Name of Registrant as Specified in Its Charter) |
XLIT LTD. (Exact Name of Registrant as Specified in Its Charter) | |
| BERMUDA (Jurisdiction of Incorporation or Organization) |
CAYMAN ISLANDS (Jurisdiction of Incorporation or Organization) | |
|
98-0665416 (I.R.S. Employer Identification no.) |
98-0191089 (I.R.S. Employer Identification no.) | |
|
O’Hara House One Bermudiana Road Hamilton, HM08 Bermuda (Address of Principal Executive Offices) |
XL House 8 St. Stephen’s Green Dublin 2 Ireland |
Securities to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Name of each exchange on which | |
| to be so registered | each class is to be registered | |
| 5.75% Senior Notes Due 2021 | The New York Stock Exchange |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration statement file number to which this form relates: N/A.
Securities to be registered pursuant to Section 12(g) of the Act:
None.
(Title of class)
EXPLANATORY NOTE
On September 30, 2011, XLIT Ltd. (formerly named XL Group Ltd), a Cayman Islands exempted company (“XL-Cayman”) issued its 5.75% Senior Notes Due 2021 (the “Senior Notes”), which are guaranteed by XL Group Public Limited Company, an Irish public limited company (the “XL-Ireland”). The Senior Notes were issued pursuant to the Base Indenture (as defined below) as supplemented by the First Supplemental Indenture (as defined below) (together, the “Indenture”).
The Senior Notes are listed on the New York Stock Exchange and were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to a registration statement on Form 8-A filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 30, 2011 (File No. 001-10804 and File No. 001-35311), as amended by Form 8-A/A filed with the Commission on July 25, 2016 (File No. 001-10804 and File No. 001-35311) (as amended, the “Form 8-A”).
On July 25, 2016, XL-Cayman, XL-Ireland, XL Group Ltd, a Bermuda exempted company (the “XL-Bermuda”) and Wells Fargo Bank, National Association, a national banking association, as trustee, entered into a third supplemental indenture (the “Third Supplemental Indenture”). Pursuant to the Third Supplemental Indenture, XL-Bermuda provided a guarantee (the “XL-Bermuda Guarantee”) in respect of the Senior Notes pursuant to the terms of the Indenture.
On August 3, 2016, XL-Cayman, XL-Ireland (In Members Voluntary Liquidation), XL-Bermuda and Wells Fargo Bank, National Association, a national banking association, as trustee, entered into a fourth supplemental indenture (the “Fourth Supplemental Indenture”). Pursuant to the terms of the Fourth Supplemental Indenture, XL-Ireland was released from its guarantee in respect of the Senior Notes.
The undersigned registrants hereby amend the following items, exhibits and portions of the Form 8-A in order to reflect that the Senior Notes are no longer guaranteed by XL-Ireland.
Item 1. Description of Registrant’s Securities to be Registered.
Item 1 of the Form 8-A is hereby amended and restated in its entirety as follows:
The information required by this item is herein incorporated by reference to the information set forth under the captions “Description of the Senior Notes and Guarantee” and “Certain Tax Considerations” in the Prospectus Supplement dated September 27, 2011, and under the caption “Description of Debt Securities and Guarantees” in the accompanying Prospectus dated September 27, 2011, each as filed on September 29, 2011 with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, by XL-Ireland and XL-Cayman.
The information in relation to the XL-Bermuda Guarantee is herein incorporated by reference to the information set forth under the caption “Description of Debt Securities and Guarantees” in the Prospectus contained within Amendment No. 1 to the Registration Statement on Form S-3 (333-199842) filed on July 25, 2016 with the Commission by XL-Bermuda, XL-Ireland and XL-Cayman.
Pursuant to the terms of the Fourth Supplemental Indenture, XL-Ireland was released from its guarantee in respect of the Senior Notes. The full text of the Fourth Supplemental Indenture is incorporated by reference into this Item 1.
Item 2. Exhibits.
Item 2 of the Form 8-A is hereby amended and restated in its entirety as follows:
| Exhibit No. | Description | |
| 4.1 | Indenture, dated as of September 30, 2011 between XL Group Ltd., as issuer, XL Group plc, as guarantor, and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by XL Group plc with the Commission on September 30, 2011 (the “Base Indenture”). | |
| 4.2 | First Supplemental Indenture, dated as of September 30, 2011 between XL Group Ltd., as issuer, XL Group plc, as guarantor, and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by XL Group plc with the Commission on September 30, 2011 (the “First Supplemental Indenture”). | |
| 4.3 | Third Supplemental Indenture, dated as of July 25, 2016 between XLIT Ltd., as issuer, XL Group plc, as guarantor, XL Group Ltd, as guarantor, and Wells Fargo Bank, National Association, as trustee, filed as Exhibit 4.2 to the Current Report on Form 8-K filed by XL Group Ltd with the Commission on July 25, 2016. | |
| 4.4 | Fourth Supplemental Indenture, dated as of August 3, 2016 between XLIT Ltd., as issuer, XL Group plc (In Members Voluntary Liquidation), as guarantor, XL Group Ltd, as guarantor, and Wells Fargo Bank, National Association, as trustee, filed as Exhibit 4.1 to the Current Report on Form 8-K filed by XL Group Ltd with the Commission on August 9, 2016. | |
| 4.5 | Form of 5.75% Senior Note due 2021 (included in Exhibit 4.2 hereto). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.
Dated: August 9, 2016
| XL GROUP LTD | |||
| (Registrant) | |||
| By: | /s/ Kirstin Gould | ||
| Name: | Kirstin Gould | ||
| Title: | General Counsel & Secretary | ||
| XLIT LTD. | |||
| (Registrant) | |||
| By: | /s/ Kirstin Gould | ||
| Name: | Kirstin Gould | ||
| Title: | Secretary | ||