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OB > SEC Filings for OB > Form 8-K on 23-Jun-2014All Recent SEC Filings

Show all filings for ONEBEACON INSURANCE GROUP, LTD.

Form 8-K for ONEBEACON INSURANCE GROUP, LTD.


23-Jun-2014

Entry into a Material Definitive Agreement, Other Events


Item 1.01 Entry into a Material Definitive Agreement.

On June 19, 2014, OneBeacon Insurance Group LLC ("OneBeacon," a wholly owned subsidiary of OneBeacon Insurance Group, Ltd. (the "Company")) entered into an amendment to the Stock Purchase Agreement dated October 17, 2012 (as amended, the "Stock Purchase Agreement") by and between OneBeacon, Trebuchet US Holdings, Inc. ("Trebuchet"), a wholly-owned subsidiary of Armour Group Holdings Limited (together with Trebuchet, "Armour"). The amendment modifies the parties' obligations with respect to the potential for additional required capital contributions by: (1) increasing the cap from $30.0 million to $36.7 million on the seller priority amount of additional required capital and the related seller priority surplus notes that would be issued to OneBeacon by the companies being sold to Armour (the "Transferring Companies"); (2) eliminating a cap on the overall level of surplus notes as a percentage of total surplus of the Transferring Companies; and (3) amending the forms of surplus notes to be issued by the Transferring Companies to specify the interest rate payable on the surplus notes by the Transferring Companies if principal remains outstanding after five years from the date of issuance. There was no change to the cap on the seller pari passu amount of additional required capital or the related seller pari passu surplus notes that would be issued to OneBeacon by the Transferring Companies. The parties also agreed to amend the forms of reinsurance agreement to be entered into at the closing of the transaction and extend the termination date of the Stock Purchase Agreement from July 31, 2014 to December 31, 2014.



Item 8.01 Other Events.

On June 23, 2014, the Company issued a press release (the "Press Release") announcing progress towards the sale of its runoff business and affirming its projection that the closing of the transaction will occur during the second half of 2014. The Company also announced in the Press Release that the Pennsylvania Insurance Department (the "Department") will hold a public informational meeting on July 23, 2014 and that the following documents filed with the Department by Armour as context for the public hearing are available on the Department's website: (1) a proposed closing balance sheet pro forma as of June 30, 2014 which includes $80.9 million of seller financing in the form of surplus notes;
(2) a summary report of an independent actuarial firm's stochastic modeling of the proposed closing balance sheet; and (3) an amendment to the Stock Purchase Agreement in support of the proposed closing balance sheet. A copy of the Press Release is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01  Financial Statements and Exhibits.

99.1(d)     Press Release of OneBeacon Insurance Group, Ltd. dated June 23,
2014.

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