XL Group in $400 Million Notes Offering and Preference Share Tender Offer

Cleary Gottlieb represented XL Group Ltd. in its offering of $400 million aggregate principal amount of its 5.75% senior notes due 2021. Wells Fargo Securities and Morgan Stanley acted as representatives of the underwriters. The offering priced on September 27, 2011 and closed on September 30, 2011.

Cleary Gottlieb also represented XL Group Ltd. in its recent cash tender offer for any and all of its 2,876,000 outstanding Series C Preference Ordinary Shares. Approximately 2,811,000 Preference Shares, or 97.7% of the outstanding Preference Shares, were properly tendered and not withdrawn in the tender offer. The tender offer launched on July 18, 2011 and expired on August 15, 2011.

XL Group plc, through XL Group Ltd. and its other operating subsidiaries, is a global insurance and reinsurance company providing property, casualty and specialty products to industrial, commercial, professional firms, insurance companies and other enterprises on a worldwide basis.