EFTA01205493.pdf

CO SUBJECT TO COMPLETION, DATED AUGUST 5, 2015 PRELIMINARY PROSPECTUS SUPPLEMENT Prospectus Supplement (To Prospectus datedJuly 15, 2015) a CO GLOBAL INDEMNITY PLC % Subordinated Notes due 2045 0 Co We are offering $ of 'Ye Subordinated Notes due 2045. which we refer to as the "Notes" in this prospectus supplement and as "subordinated debt securities" in the accompanying prospectus. The Notes will accrue interest at an annual rate equal o to ch., which will be payable quarterly on February 15, May 15. August 15 and November 1.5 of each year, commencing November 15. 201.5. The Notes will hare a maturity elate of August 15. 204.5. We hare the right to redeem the Notes in $2.5 increments in whole or in pan on August 1.5, 2020. or on any interest pay date thereafter, at a redemption price equal to E -ci 100'7e of the principal amount of the Notes plus accrued and unpaid interest. if any. to. but not including. the date of 03 02 redrewti ))n. The Notes will be issued in minimum denominations of 825 and integral multiples thereof. The Notes are a new cs- = E issue of seem-hies with no established trading market. We hare applied to list the Notes on the NASDAQ Global Select Market under the symbol "CRUZ" and. if the application is approved. expert trading in the Notes on the NASDAQ Global Select 6= 6 2-* Markel to begin within 30 days after the Notes are first issued. = • c The Notes be our subordinated unsecured obligations I will rank (i) senior to our existing and future capital stock, o..n (ii) senior in right of payment to any future junior subordinated debt. (iii) equally in right of payment with any unsecured, 2 a' a. co subordinated debt that we incur in the future that ranks equally with the Notes, and (iv) subordinate in right of payment to any of our existing and future senior debt. In addition. the Notes will be structurally subordinated to all existing and future E. indebtedness, liabilities and other obligations of our subsidiaries. E t' a+ Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of .= these securities or passed upon the accuracy or adequacy of the disclosure in this prospectus supplement and the N • accompanying prospectus. Any representation to the contrary is a criminal offense. r, E This document is important and requires your immediate attention. If you. are in any doubt as to what action you should take, you. are recommended to consult immediately your stockbroker, bank manager, solicitor, fund manager or other appropriate financial adviser being, if you. are resident in Ireland, an organisation or firm authorized or •ei 0, a) . exempted pursuant to the European Communities (Markets in Financial Instruments/ Regulations (nos. 1 143)2007 or al .7- the Investments Intermediaries Act 1996 (as amended) or another appropriately authorized adviser if you are in a territory outside Ireland. 2.• This document does not constitute a prospectus within. the meaning of the Companies Act 2014 of Ireland (the "Irish Companies diet"). No offer of the Notes to the public is made, or will be made, that requires the publication ofa prospectus a. CA pursuant to Irishprospectus law (within the meaning ofChapter 1 ofPart 25 of the Irish Companies Act in general, or in = particular pursuant to the Prospectus (Directive 2003/71/EC) Regulations 2006 of Ireland, This document has not been -12 = as approved or reviewed by or registered with the Central Rank ofIreland. c a) a, This document does not constitute investment advice or the provision of investment services within the meaning of the European Coy a )) nines (Markets in Financial Instruments) Regulations 2007 of Ireland (as amended) or otherwise. E CD Olobal Indemnity is not an authorized investment firm within the meaning of the European Communities (Markets in o Financial Instruments) Regulations 2007 of Ireland (as amended) and the recipients of this document should seek t. = independent legal and financial advice in determining their actions in respect ofor pursuant to this document. g es m Investing in the Notes involves risks. See "Risk Factors" beginning on page S-8 of this prospectus ca c CO = supplement to read about certain risks you should consider before investing in the Notes. E cu C. Am Net Proceeds = Price to Underwriting to Global Public (1) Discount Indemnity plc = 74 . " Per Note 6 co Total (8) a w (1) Plus accrued interest, if any, from August , 0014 if settlement occurs after that date (2) Assumes no exercise of the underwriters' over-allotment option described below. ca We have granted the underwriters an option, exercisable for 30 days from the date of this prospectus supplement, to E aa purchase up to an additional $ aggregate principal amount ofNotes solely to cover over-allotments at the public aa offering price, less the underwriting discount. If the underwriters exercise this option in full, upon the exercise of the o option, the total underwriting discount will be $ and the total proceeds to us before expenses will be $ .L The underwriters expect to deliver the Notes only in book-entry form through the facilities of The Depository Trust " Company for the accounts ofits participants, including Euroclear Rank S.A./N. IC, as operator of the Euroclear System, = and. Clearstream Ranking, sotiote anonyme, against payment in New York New York on or about , 2014 p which will be the fifth business day following the date hereof See -Allernative Settlement Data -< E I- co Joint Book*Running Managers — MORGAN STANLEY UBS INVESTMENT BANK tz The date of this prospectus supplement is , 2015 EFTA01205493  TABLE OF CONTENTS Page Prospectus Supplement Prospectus ABOUT THIS PROSPECTUS ABOUT THIS PROSPECTUS ii SUPPLEMENT S-1 FORWARD-LOOKING STATEMENTS ii ALTERNATIVE SETTLEMENT DATE S-1 GLOBAL INDEMNITY PLC CAUTIONARY STATEMENT RISK FACTORS REGARDING FORWARD-LOOKING USE OF PROCEEDS STATEMENTS S-1 RATIO OF EARNINGS TO FIXED WHERE YOU CAN FIND MORE CHARGES AND PREFERRED SHARE INFORMATION S-3 DIVIDENDS 2 PROSPECTUS SUPPLEMENT DESCRIPTION OF SHARE CAPITAL 3 SUMMARY S-4 DESCRIPTION OF THE DEPOSITARY THE COMPANY S-4 SHARES 17 SUMMARY OF THE OFFERING S-5 DESCRIPTION OF THE DEBT RISK FACTORS S-8 SECURITIES 19 USE OF PROCEEDS S-13 DESCRIPTION OF THE WARRANTS TO RATIO OF EARNINGS TO FIXED PURCHASE A ORDINARY SHARES OR CHARGES AND PREFERRED SHARE PREFERRED SHARES 29 DIVIDENDS S-14 DESCRIPTION OF THE WARRANTS TO CAPITALIZATION S-15 PURCHASE DEBT SECURITIES 31 DESCRIPTION OF THE NOTES S-16 DESCRIPTION OF STOCK PURCHASE BOOK-ENTRY SYSTEM S-23 CONTRACTS AND STOCK PURCHASE TAX CONSIDERATIONS S-27 UNITS 32 UNDERWRITING S-31 PLAN OF DISTRIBUTION 33 VALIDITY OF SECURITIES S-36 LEGAL MATTERS 35 EXPERTS S-36 EXPERTS 35 ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS AND OTHER MATTERS 35 WHERE YOU CAN FIND MORE INFORMATION 37 As used in this prospectus supplement, unless the context requires otherwise, (1) "Global Indemnity," "we," "us," "the Company" and "our" refer to Global Indemnity plc, an Irish public limited company. and its U.S. and non-U.S. subsidiaries, (2) references to "dollars" and "$" are to United States currency, and the terms "United States" and "U.S." mean the United States of America, its states, its territories, its possessions and all areas subject to its jurisdiction, and (3) references to "Euro" and "E" are to the lawful currency of the member states of the European Monetary Union that have adopted or that adopt the single currency in accordance with the treaty establishing the European Community, as amended by the Treaty on European Union. EFTA01205494  ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the Securities and Exchange Commission (the "SEC") using a "shelf- registration process. Under this process, the document we use to offer securities is divided into two parts. The first part is this prospectus supplement, which describes the specific terms of the offering and also updates and supplements information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus that was filed as part of the registration statement, which provides you with a general description of the securities we may offer. If information varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. Before purchasing the Notes, you should carefully read both this prospectus supplement and the accompanying prospectus, together with the additional information described under the heading "Where You Can Find More Information" in this prospectus supplement. We have not authorized any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any related free writing prospectus issued by us. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. This prospectus supplement, the accompanying prospectus and any related free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any related free writing prospectus is accurate as of the dates of the applicable documents. Our business, financial condition, results of operations and prospects may have changed since the applicable dates. When we deliver or make a sale pursuant to this prospectus supplement, the accompanying prospectus or any related free writing prospectus, we are not implying that the information is current as of the date of the delivery or sale. ALTERNATIVE SETTLEMENT DATE It is expected that delivery of the Notes will be made on or about the closing date specified on the cover page of this prospectus supplement. which will be the fifth business day following the date of pricing of the Notes (this settlement cycle being referred to as "T+5"). Under Rule 15c6- I of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), trades in the secondary market generally are required to settle in three business days. unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the initial pricing date of the Notes or the next succeeding business day will be required. by virtue of the fact that the Notes initially will settle in T+5. to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisor. CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Some of the statements included in this prospectus supplement, the accompanying prospectus and the documents they incorporate by reference may include forward-looking statements that reflect the Company's current views with respect to future events and financial performance that are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that are not historical facts. These statements can be identified by the use of forward-looking terminology such as "believe," "expect," "may," "will," "should," "project," "plan." "seek," "intend," or "anticipate" or the negative thereof or comparable terminology, and include discussions of strategy, financial projections and estimates and their underlying assumptions, statements regarding plans, objectives, expectations or consequences of identified transactions or natural disasters, and statements about the future performance, operations. products and services of the Company. S- I EFTA01205495  The Company's business and operations are and will be subject to a variety of risks, uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any fonvard- looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to. the following: the ineffectiveness of the Company's business strategy due to changes in current or future market conditions; • the effects of competitors' pricing policies, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products; • greater frequency or severity of claims and loss activity than the Company's underwriting, reserving or investment practices have anticipated; • decreased level of demand for the Company's insurance products or increased competition due to an increase in capacity of property and casualty insurers; • risks inherent in establishing loss and lass adjustment expense reserves; • uncertainties relating to the financial ratings of the Company's insurance and reinsurance subsidiaries; • uncertainties arising from the cyclical nature of the Company's business; • changes in the Company's relationships with, and the capacity of, its general agents. brokers, insurance companies and reinsurance companies from which the Company derives its business: • the risk that the Company's reinsurers may not be able to fulfill obligations; • investment performance and credit risk: • new tax legislation or interpretations that could lead to an increase in the Company's tax burden; • uncertainties relating to governmental and regulatory policies, both domestically and internationally; • foreign currency fluctuations; • the impact of catastrophic events; • the Company's subsidiaries' ability to pay dividends; • deterioration of debt and equity markets; interest rate changes; • uncertainties relating to ongoing or future litigation matters; and • uncertainties and risks related to acquisitions. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are set forth in the "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of Global Indemnity's Annual Report on Form 10-K for the year ended December 31, 2014, Item IA of Part II of Global Indemnity's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2015 and June 30. 2015 and the documents that we file with the SEC from time to time. You may obtain copies of these documents as described under the heading "Where You Can Find More Information" elsewhere in this prospectus supplement. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus. whether as a result of new information, future events, changes in assumptions or otherwise. S-2 EFTA01205496  WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file in the SEC's Public Reference Room. 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of this information by mail from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. You may obtain information on the operation of the SEC's Public Reference Room in Washington, D.C. by calling the SEC at I -800-SEC-0330. The SEC also maintains an Internet web site that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is http://www.sec.gov. We are allowed to "incorporate by reference" the documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus, and information that we file subsequently with the SEC will automatically update and supersede the information included and/or incorporated by reference in this prospectus supplement and the accompanying prospectus. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until our offering is completed (other than, unless otherwise indicated, any document or information that is, or is deemed to be, furnished and not filed in accordance with applicable SEC rules): • Annual Report on Form 10-K for the fiscal year ended December 31, 2014; • Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015; and • Current Reports on Form 8-K, filed January 5, 2015 (other than Item 7.01) and May 28, 2015 and Current Reports on Form 8-K/A filed March 16, 2015 and July 2, 2015. You may request a copy of these filings, other than exhibits unless that exhibit is specifically incorporated by reference into that filing, at no cost, by writing or telephoning us at the following address: Global Indemnity plc 25/28 North Wall Quay Dublin 1, Ireland Attention: Stephen W. Ries, Secretary Telephone: 353 (0) I 649-2000 This prospectus supplement and accompanying prospectus and the information incorporated by reference herein contain summaries of certain agreements that we have filed as exhibits to various SEC filings, as well as certain agreements that we will enter into in connection with the offering of the Notes. The descriptions of these agreements contained in this prospectus supplement and accompanying prospectus or information incorporated by reference herein do not purport to be complete and are subject to, or qualified in their entirety by reference to. the definitive agreements. Copies of the definitive agreements will be made available without charge to you by making a written or oral request to us as set forth above. S-3 EFTA01205497  PROSPECTUS SUPPLEMENT SUMMARY The following summary does not contain all of the it ormation you should consider before investing in the Notes and is qualified in its entirety by reference to the more detailed information and consolidated historical financial statements appearing elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. Before making an investment decision, you should read this prospectus supplement and the accompanying prospectus carefully, including the section of this prospectus supplement entitled "Risk Factors" and the incorporated documents referred to in the section of this prospectus supplement entitled "Where You Can Find More Information." THE COMPANY Global Indemnity was incorporated on March 9, 2010 and is domiciled in Ireland. Global Indemnity replaced the Company's predecessor, United America Indemnity, Ltd., as the ultimate parent company as a result of a re-domestication transaction in July, 2010. The Company's A ordinary shares are publicly traded on the NASDAQ Global Select Market under the trading symbol "GBLI." On January I. 2015, Global Indemnity Group, Inc., a subsidiary of Global Indemnity, completed its acquisition of all of the issued and outstanding capital stock of American Reliable Insurance Company. American Reliable was established in 1952 and is headquartered in Scottsdale Arizona. It has facilities in Scottsdale. Arizona. and Omaha. Nebraska. and writes property and casualty insurance across all 50 states and the District of Columbia it writes specialty personal lines and agricultural property and casualty insurance, in each case distributed through a network of general and independent agents. The Company manages its business through three business segments: Commercial Lines, managed in Bala Cynwyd, PA, offers specialty property and casualty products designed for product lines such as Small Business Binding Authority. Property Brokerage, and Programs; Personal Lines, managed in Scottsdale. AZ, offers specialty personal lines and agricultural coverage; and Reinsurance Operations. managed in Bermuda. provides reinsurance solutions through brokers and primary writers including insurance and reinsurance companies. The Commercial Lines and Personal Lines segments comprise the Company's U.S. Insurance Operations. The Company's principal executive offices are located at Global Indemnity plc, 25/28 North Wall Quay, Dublin 1, Ireland and its telephone number is 353 (0) I 649-2000. Our website address is http://www.globalindemnity.ie. Information contained in our website is not a part of, nor is it incorporated by reference in. this prospectus supplement. S-4 EFTA01205498  SUMMARY OF THE OFFERING The following is a brief summary of certain terms of this offering. For a more complete description of the terms of the Notes. see "Description of the Notes" in the prospectus supplement and "Description of the Debt Securities" in the accompanying prospectus. Issuer Global Indemnity plc. Notes principal amount of % Subordinated Notes due 2045 ($ principal amount if the underwriters exercise their over-allotment option in full) issued in minimum denominations of $25 and integral multiples thereof. Maturity Date The Notes will mature on August 15, 2045. Interest Rate The Notes will bear interest at a rate of % per year. computed on the basis of a 360-day year of twelve 30-day months, payable quarterly in arrears. Interest Payment Dates February 15, May 15, August 15 and November 15. commencing on November IS, 2015 to holders of record at the close of business on the immediately preceding February I. May I, August 1 or November I (whether or not a business day). If a scheduled interest payment date is not a business day, interest will be paid on the next succeeding business day. Optional Redemption We may redeem the Notes in $25 increments in whole or in part on August IS, 2020, or on any interest payment date thereafter, at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date of redemption. If we redeem only a portion of the Notes on any date of redemption, we may subsequently redeem additional Notes. No Security or Guarantees None of our obligations under the Notes will be secured by collateral or guaranteed by any of our subsidiaries, any of ow other affiliates or any other persons. Subordination; Ranking The Notes will be our subordinated unsecured obligations and will rank (i) senior to our existing and future capital stock, (ii) senior in right of payment to any future junior subordinated debt, (iii) equally in right of payment with any unsecured, subordinated debt that we incur in the future that ranks equally with the Notes, and (iv) subordinate in right of payment to any of ow existing and future senior debt. In addition, the Notes will be structurally subordinated to all existing and future indebtedness, liabilities and S-5 EFTA01205499  other obligations of our subsidiaries. See "Description of the Notes—Ranking" for more information regarding the subordination of the Notes. Use of Proceeds We expect to receive net proceeds from the sale of the Notes offered hereby of approximately $ (or approximately $ if the underwriters exercise their over-allotment option in full), after deducting underwriting discounts and our estimated expenses. We intend to use the net proceeds from this offering for general corporate purposes, including, but not limited to, the financing for acquisitions, repurchases of ordinary shares, repayment of indebtedness, and expansion of the net underwriting capacity of our insurance subsidiaries. For additional information, see "Use of Proceeds" in this prospectus supplement. Book-Entry The Notes will be represented by one or more permanent global notes. Each global note representing book-entry notes will be deposited with the trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of a nominee designated by DTC. Each beneficial interest in a global note is referred to as a book-entry note. Investors may elect to hold their book-entry notes through another clearing system but only in the manner described in this prospectus supplement and the accompanying prospectus. Any such book-entry notes may not be exchanged for certificated securities except in limited circumstances described in this prospectus supplement. For additional information, see "Description of the Notes—Book-Entry System— The Depository Trust Company" in this prospectus supplement. Listing We have applied to list the notes on the NASDAQ Global Select Market (the "NASDAQ") under the symbol "GBLIZ." If the application is approved. we expect trading in the notes on the NASDAQ to begin within 30 days of , 2015, the original issue date. Further Issuances We may, from time to time, without the consent of the holders of the Notes. create and issue additional notes having the same terms and conditions as the Notes that are equal in rank to the Notes offered by this prospectus supplement and the accompanying prospectus in all respects (or in all respects except for the issue date, the issue price and, if applicable. the first interest payment date and the initial 5-6 EFTA01205500  interest accrual date). If issued, these notes will he consolidated and form a single series with the Notes. Indenture and the Trustee The Notes will be issued pursuant to the Indenture between us and Wells Fargo Bank, National Association, as trustee. Governing Law The Indenture governing the Notes and the Notes will be governed by and construed in accordance with the laws of the State of New York. The Indenture will be subject to the provisions of the Trust Indenture Act of 1939, as amended. Tax Considerations You should consult your tax advisors concerning the U.S. federal income tax consequences of owning the Notes in light of your own specific situation, as well as consequences arising under the laws of any other taxing jurisdiction. See —Tax Considerations." Risk Factors See "Risk Factors" and other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of factors you should carefully consider before you decide whether to make an investment in the Notes. S•7 EFTA01205501  RISK FACTORS Investing in the Notes involves risk. Prior to making a decision about investing in the Notes, you should carefully consider the following risk factors, as well as the risk factors incorporated by reference in this prospectus supplement from our Annual Report on Form 10-K for the year ended December 31, 2014 and our Quarterly Reports on Form 10.Q for the quarterly periods ended March 31, 2015 and June 30, 2015, in each case under the heading "Risk Factors," and the other information included or incorporated by reference in this prospectus supplement, the accompanying prospectus and in any free writing prospectus we file with the SEC in connection with this offering. See "Where You Can Find More Information." Risks Related to the Notes We are a holding company and substantially all ofour operations are conducted by our subsidiaries. Our obligations under the Notes are structurally subordinated to all claims of creditors (including policyholders and trade creditors) ofour subsidiaries. We conduct all of our operations through our subsidiaries, and our subsidiaries generate all of our operating income and cash flow. Our ability to pay our obligations under the Notes depends on our ability to obtain cash dividends or other cash payments or obtain loans from our subsidiaries, which are separate and distinct legal entities that will have no obligations to pay any dividends or to lend or advance funds to us. Due to our corporate structure, most of the dividends that we receive from our subsidiaries must pass through Global indemnity Reinsurance. our Bermuda reinsurance company. The inability of Global Indemnity Reinsurance to pay dividends in an amount sufficient to enable us to meet our cash requirements, including debt service in respect of the Notes. at the holding company level could have a material adverse effect on our operations. Bermuda law does not permit payment of dividends or distributions of contributed surplus by a company if there are reasonable grounds for believing that the company, after the payment is made, would be unable to pay its liabilities as they become due, or the realizable value of the company's assets would be less, as a result of the payment, than the aggregate of its liabilities and its issued share capital and share premium accounts. Furthermore, pursuant to the Bermuda Insurance Act 1978, an insurance company is prohibited from declaring or paying a dividend during the financial year if it is in breach of its minimum solvency margin or minimum liquidity ratio or if the declaration or payment of such dividends would cause it to fail to meet such margin or ratio. As of December 31, 2014, Global Indemnity Reinsurance could pay dividends to us of up to $287.1 million, without prior regulatory approval. Global indemnity Reinsurance has not paid us any dividends during 2015. In addition, our U.S. insurance subsidiaries, which are indirect subsidiaries of Global Indemnity Reinsurance. are subject to significant regulatory restrictions limiting their ability to declare and pay dividends, which must first pass through Global Indemnity Reinsurance before being paid to Global Indemnity. As of December 31, 2014, our U.S. insurance subsidiaries collectively could pay dividends to us of $43.5 million without prior regulatory approval. Our U.S. insurance subsidiaries have not paid us any dividends during 2015. Moreover, except to the extent that we have priority or equal claims against our subsidiaries as a creditor, our obligations under the Notes will be structurally subordinated to the obligations of our subsidiaries. Our right to receive any assets of any of our subsidiaries upon their bankruptcy, liquidation or reorganization, and therefore the right of the holders of the Notes to participate in those assets, will be structurally subordinated to the claims of that subsidiary's creditors, including trade creditors, holders of preferred shares, if any, and policyholders. S•8 EFTA01205502  The Notes will be subordinated in right ofpayment to our Senior Indebtedness and holders ofNotes may recover ratably less than unsubordinated creditors in the event of our bankruptcy, liquidation or reorganization. The Notes are subordinated obligations and rank junior in right of payment to the claims of holders of our Senior Indebtedness (as defined under "Description of the Notes—Ranking"). In the event of a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to us or our property, our creditors, other than those in respect of debt ranking equal with or junior to the Notes, will be entitled to receive payment in full of all obligations due to them before the holders of Notes will be entitled to receive any payment with respect to the Notes. As a result of the subordination provisions described above, in the event of our bankruptcy, liquidation or reorganization, holders of Notes may recover ratably less than unsubordinated creditors. In addition, the indenture governing the Notes will prevent us from making payments in respect of the Notes if any principal, premium or interest in respect of Senior Indebtedness is not paid within any applicable grace period (including at maturity) or any other default on Senior Indebtedness occurs and the maturity of such Senior Indebtedness is accelerated in accordance with its terms. See "Description of the Notes—Ranking." The Notes do not restrict our ability to incur additional debt, repurchase our securities or to take other actions that could have a negative impact on the holders of the Notes. We are not restricted under the terms of the Notes from incurring additional debt, including debt that ranks senior to the Notes, or repurchasing our ordinary shares or other securities. In addition, the Notes do not require us to achieve or maintain any minimum financial results or ratios relating to our financial position or results of operations. Our ability to recapitalize, incur additional debt and take a number of other actions that are not limited by the terms of the Notes could have the effect of diminishing our ability to make payments on the Notes when due. The Notes have limited acceleration rights. Holders of the Notes have limited rights of acceleration upon events of default. There is no right of acceleration of maturity of the Notes in the case of default in the payment of principal of, premium, if any. or interest on, the Notes or in the performance of any other obligation of the Company under the Notes or if we default on any other debt securities. Holders may accelerate payment of indebtedness on the Notes only upon our bankruptcy, insolvency or reorganization. See "Description of Notes—Events of Default." In addition, the holders of Senior Indebtedness and certain other instruments that we or our subsidiaries have issued or may issue from time to time may declare such indebtedness in default and accelerate the due date of such indebtedness if an event of default under any of those instruments shall have occurred and be continuing, which may adversely affect our ability to pay obligations on the Notes. An active trading marketfor the Notes may not develop, and any such market for she :Votes may be illiquid. The Notes constitute a new issue of securities with no established trading market. We have applied to list the Notes on the NASDAQ. If the application is approved, trading on the NASDAQ is expected to commence within 30 days of the original issue date of the Notes. However, listing the Notes on the NASDAQ does not guarantee that a trading market will develop or, if a trading market does develop, that the depth or liquidity of that market will enable the holders to sell their Notes easily. In addition, the liquidity of the trading market in the Notes. and the market prices quoted therefor. may be adversely affected by changes in the overall market for this type of security and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, we cannot assure you that an active after-market for the Notes will develop or be sustained, that holders of the Notes will be able to sell their Notes or that holders of the Notes will be able to sell their Notes at favorable prices. S-9 EFTA01205503  If a trading market does develop, general market conditions and unpredictable factors could adversely affect market prices for the Notes. If a trading market does develop, there can be no assurance about the market prices for the Notes. Several factors, many of which are beyond our control, will influence the market price of the Notes. Factors that might influence the market price of the Notes include, but are not limited to: • the level of liquidity of the Notes; • the time remaining to maturity of the Notes; the aggregate amount outstanding of the relevant Notes; the redemption features of the Notes: • whether interest payments have been made and are likely to be made on the Notes from time to time; • our creditworthiness, financial condition, performance and prospects; • the market for similar securities; • the level, direction, and volatility of market interest rates generally: and • economic, financial, geopolitical, regulatory or judicial events that affect us or the financial markets generally. If you purchase the Notes, the Notes may subsequently trade at a discount to the price that you paid for them. The Notes are subject to early redemption. We may redeem the Notes in $25 increments in whole or in part on August 15, 2020, or on any interest payment date thereafter, at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but not including, the date of redemption. The Notes are less likely to become subject to early redemption during periods when interest is accruing on the Notes at a rate below that which we would pay on any new issue of our interest-bearing debt securities having a maturity equal to the remaining term of the Notes. The Notes are more likely to become subject to early redemption during periods when interest is accruing on the Notes at a rate above that which we would pay on any new issue of interest-bearing debt securities having a maturity equal to the remaining term of the Notes. In the event that we redeem your Notes prior to the maturity date, you will receive only 100% of the principal amount of your Notes to be redeemed, plus accrued but unpaid interest on the principal amount being redeemed to, but not including, the redemption date, as described under the heading "Description of the Notes—Optional Redemption" in this prospectus supplement. An adverse rating of the Notes could adversely affect the market price of the Notes. We do not intend to seek a rating for the Notes from any rating agency other than A.M. Best. However, a rating agency not requested or engaged by us to provide a rating may nonetheless issue an unsolicited rating. Credit rating agencies may rate our debt securities, including the Notes, employing factors that include our financial condition, liquidity and results of operations, business and prospects and their view of the general outlook for the economy generally and the insurance industry specifically. Actions taken by the rating agencies can include initiating, maintaining, upgrading, downgrading or withdrawing a current rating of our indebtedness or placing us on negative outlook for possible future downgrading. Such action may be taken at any time and is beyond our control. The downgrade or withdrawal of any credit rating of our indebtedness, including the Notes, or placing us on negative outlook for possible future downgrading would likely increase our cost of financing, limit our access to the capital markets and have a negative effect on the value of your Notes. S-10 EFTA01205504  As an Irish incorporated company, we are subject to Irish insolvency law under which certain categories ofpreferential debts could be paid in priority to the claims ofholders of the Notes upon liquidation. As an Irish incorporated company, we may be wound up under Irish law. On a liquidation of an Irish company, the claims of those holding certain categories of preferential debts wi