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Published on 5/3/2010 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

OneBeacon tenders for up to $200 million of its 5.875% notes due 2013

By Susanna Moon

Chicago, May 3 - OneBeacon Insurance Group, Ltd. said its indirect wholly owned subsidiary, OneBeacon U.S. Holdings, Inc., began a cash tender offer for up to $200 million principal amount of its $625,582,000 outstanding 5.875% senior notes due 2013.

The notes are irrevocably and unconditionally guaranteed by White Mountains Insurance Group, Ltd.

The company will pay $1,057.50 for each $1,000 principal amount tendered by 5 p.m. ET on May 14, including an early tender payment of $30.00 per note.

Out of the $625,582,000 principal amount of notes outstanding as of May 3, $49,318,000 of the notes outstanding are held by one of OneBeacon's subsidiaries and will not be tendered in the offer.

The offer will end at 11:59 p.m. ET on May 28. Holders may withdraw any tendered notes before 5 p.m. ET on May 14.

The offer is not contingent upon the tender of any minimum principal amount of notes.

The settlement date is expected to be one business day following the expiration date.

If the amount of notes tendered exceeds the maximum tender amount, the notes will be purchased on a prorated basis.

Barclays Capital Inc. (800 438-3242 or collect 212 528-7581) is the lead dealer manager, and Bank of America Merrill Lynch is the co-dealer manager. Bondholder Communications Group, LLC (888 385-2663 or 809-2663, attn: Olivia Banks) is the tender agent and information agent.

The funds required to pay for the purchase and for related fees and expenses, estimated to be $212 million if the offer is fully subscribed, will come from cash on hand or from sales of investments.

OneBeacon, formerly known as Fund American Cos., Inc., is a Bermuda-domiciled holding company that is publicly traded on the New York Stock Exchange under the symbol "OB."


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