xl8k_050207.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
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 2, 2007
XL
CAPITAL LTD
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
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1-10809
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98-0191089
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|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
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(I.R.S.
Employer Identification No.)
|
XL
House, One Bermudiana Road, Hamilton, Bermuda HM 11
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (441) 292 8515
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:
[ ]
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 7,
2007, XL Capital Ltd (the “Company”) completed the sale of $325 million
aggregate principal amount of its 6.25% Senior Notes due 2027 (the “Senior
Notes”) at the issue price of $998.05 per Senior Note. The Senior
Notes were sold pursuant to an underwriting agreement (the “Underwriting
Agreement”) dated May 2, 2007 between the Company and Goldman, Sachs &
Co., as representative of the several underwriters named therein. The
Underwriting Agreement contains customary representations, warranties and
agreements of the Company, conditions to the closing, indemnification rights
and
obligations of the parties and termination provisions. The Senior
Notes were issued pursuant to a Senior Debt Indenture, which the Company entered
into with The Bank of New York, as Trustee, on June 2, 2004 (the “Base
Indenture”), as supplemented by the Fourth Supplemental Indenture, which the
Company entered into with The Bank of New York, as Trustee, on May 7, 2007
(the
“Fourth Supplemental Indenture” and, together with the Base Indenture,
the “Indenture”).
The
Senior Notes bear interest at a rate of 6.25% per annum, payable semiannually,
beginning on November 15, 2007 and mature on May 15, 2027. Upon the
occurrence of an Event of Default (as defined in the Indenture), the trustee
or
the holders of 25% of the principal amount of the outstanding Senior Notes
may
require the Company to pay all of the principal amount of the Senior Notes
and
all accrued and unpaid interest thereon. The Company may redeem the
Senior Notes, in whole or part, from time to time pursuant to the “make whole”
provision set forth in the Indenture. In addition, the Company may
redeem the Senior Notes in whole, but not in part, at any time upon the
occurrence of certain tax events set forth in the Indenture. The
Company received net proceeds of approximately $322 million from the
offering.
The
Senior Notes were offered and sold by the Company pursuant to its automatic
shelf registration statement, as defined in Rule 405 of the Securities Act
of
1933, as amended, on Form S-3 ASR (File Number 333-130036), filed with the
Securities and Exchange Commission on December 1, 2005, as supplemented by
the
final prospectus supplement filed with the Securities and Exchange Commission
on
May 3, 2007. The global note representing the Senior Notes is filed
as an exhibit hereto.
The
foregoing descriptions of the Underwriting Agreement, the Senior Notes and
the
Fourth Supplemental Indenture do not purport to be complete and are qualified
in
their entirety by reference to the full text of the Underwriting Agreement,
the
Senior Note and the Fourth Supplemental Indenture, each of which is filed as
an
exhibit hereto and is incorporated by reference herein.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits. The
following exhibits are filed herewith:
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Exhibit
No.
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Description
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1.1
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Underwriting
Agreement, dated May 2, 2007, between XL Capital Ltd and Goldman,
Sachs
& Co., as representative of the underwriters named
therein.
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| |
|
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4.1
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Fourth
Supplemental Indenture, dated May 7, 2007, to the Indenture, dated
as of
June 2, 2004, between the Registrant and The Bank of New York, as
trustee.
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| |
|
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4.2
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Form
of 6.25% Senior Note due 2027, incorporated by reference to Exhibit
4.1
hereto.
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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
7, 2007
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XL
CAPITAL LTD
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(Registrant)
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By: /s/ Brian
M. O'Hara
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Name: Brian M. O'Hara
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Title: President & Chief Executive
Officer
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