Form 8-K XL GROUP PLC For: Dec 17

December 17, 2014 10:06 AM EST

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Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):           December 17, 2014
Public Limited Company
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of
File Number)
(IRS Employer
Identification No.)

XL House, 8 St. Stephens Green, Dublin, Ireland
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: +353 (1) 400-5500
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 7.01.     Regulation FD Disclosure.

The following information is being furnished under Item 7.01, "Regulation FD Disclosure." This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On December 17, 2014, XL Group plc issued the press release attached hereto as Exhibits 99.1 and incorporated by reference herein.

Item 9.01.    Financial Statements and Exhibits.
(d)     Exhibits. The following exhibits are filed herewith:

Exhibit No.
Press Release ("XL Group Confirms Preliminary Discussions with Catlin Group Limited Regarding Potential Transaction"), dated December 17, 2014.


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: December 17, 2014

XL Group plc
/s/ Kirstin Gould
Name:   Kirstin Gould
Title:     General Counsel and Secretary

Exhibit 99.1
XL House
8 St. Stephen's Green
Phone + 353 (0)1 400 5500
Fax + 353 (0)1 405 2033

Press Release

Contact:     David Radulski                Carol Parker Trott
Investor Relations            Media Relations
(203) 964-3470                (441) 294-7290

XL Group Confirms Preliminary Discussions with Catlin Group Limited Regarding Potential Transaction

Dublin, Ireland, December 17, 2014 - Noting the announcement made by Catlin Group Limited (Catlin) this morning, XL Group plc (NYSE: XL) today confirmed that it is engaged in preliminary discussions with Catlin (LSE: CGL) regarding a potential transaction to acquire the company and form a combined entity.

XL CEO Mike McGavick commented: Both XL and Catlin - respected, innovative, global P&C firms - are well positioned on their own. However, we both believe that we will be far better positioned and stronger together. We see this transaction as deeply accelerating the strategies of both companies.

Specifically, the combined entity would be a leader in the global specialty and property cat markets and would make greater and more efficient use of both companies global networks and infrastructure. As Catlin is the leading presence at Lloyds, the combination would immediately expand many of the lines of business in which XL has recently invested. In the increasingly competitive reinsurance market, the combined company would be a top 10 player, thereby increasing alternative capital opportunities and overall relevance to clients and brokers. The proposed transaction is expected to result in attractive economics starting in the first year and long-term value for shareholders.

For these reasons, and crucially, for the deep cultural and strategic alignment we see between XL and Catlin, with both built on disciplined underwriting, we see meaningful opportunity in this transaction.

The transaction would require approval by the Boards of Directors of each company and would be subject to various shareholder and regulatory approvals and completion of diligence. There can be no assurance that a transaction will result from these discussions, nor can there be any certainty as to the terms on which any such transaction might proceed.

XL does not intend to comment further at this stage and any further statements will be made if and when appropriate.

About XL

XL Group plc (NYSE: XL), through its subsidiaries, is a global insurance and reinsurance company providing property, casualty and specialty products to industrial, commercial and professional firms, insurance companies and other enterprises throughout the world. XL is the company clients look to for answers to their most complex risks and to help move their world forward. To learn more, visit

This press release contains forward-looking statements. Statements that are not historical facts, including statements about XL's beliefs, plans or expectations, are forward-looking statements. These statements are based on current plans, estimates and expectations, all of which involve risk and uncertainty. Statements that include the words would, expect, intend, plan, believe, project, anticipate, may or similar statements of a future or forward-looking nature identify forward-looking statements. Actual results may differ materially from those included in such forward-looking statements and therefore you should not place undue reliance on them.  XL undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.
Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of XL, Catlin or the combined business following completion of any potential transaction.

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