Item 1.01. Entry into a Material Definitive Agreement
On November 6, 2012, OneBeacon U.S. Holdings, Inc. (the "Company") and OneBeacon
Insurance Group, Ltd., as a guarantor (the "Guarantor"), entered into an
underwriting agreement (the "Underwriting Agreement") with Barclays Capital
Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as the representatives of the underwriters listed on Schedule I
thereto (collectively, the "Underwriters"), with respect to the Company's issue
and sale of $275,000,000 principal amount of its 4.600% Senior Notes due 2023.
The offering is being made pursuant to the Company's effective registration
statement on Form S-3 filed on June 13, 2011 (No. 333-174867-04) (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"Commission").
The Underwriting Agreement contains customary representations, warrantees and
agreements by the Company and the Guarantor and customary conditions to closing,
indemnification obligations of the Company, the Guarantor and the Underwriters,
including for liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination provisions.
The Company maintains ordinary banking and commercial relationships with certain
of the Underwriters and their affiliates, for which they receive customary fees.
The offering is more fully described in the prospectus supplement, dated
November 6, 2012 and filed with the Commission on November 8, 2012, to the
prospectus filed with the Commission on June 13, 2011 as part of the
Registration Statement. The foregoing description of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by reference to
the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description of Exhibit
1.1 Underwriting Agreement dated November 6, 2012, among OneBeacon U.S.
Holdings, Inc., OneBeacon Insurance Group, Ltd. and Barclays Capital
Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner &
Smith Incorporated, as representatives of the several underwriters.
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