UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 2528, 2017

ONEBEACON INSURANCE GROUP, LTD.

(Exact Name of Registrant as Specified in Charter)

Bermuda	1-33128	98-0503315
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

605 North Highway 169 ~~North~~, Plymouth, Minnesota 55441

(Address of Principal Executive Offices) (ZIP Code)

(952) 852-2431

Registrant’s telephone number, including area code

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))

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item 8.01. Other Events.~~Introduction

On September 2528, 2017, OneBeacon Insurance Group, Ltd. ~~issued~~(the a“Company” ~~press~~or ~~release~~“OneBeacon”) ~~regarding~~completed its ~~proposed~~previously announced merger with a subsidiary of Intact Financial Corporation, ~~announcing~~(“Intact”). ~~that~~Pursuant ~~all~~to ~~regulatory~~the ~~approvals~~Agreement ~~required~~and toPlan ~~complete~~of ~~the~~Merger, ~~merger~~dated ~~under~~as ~~the~~of ~~terms~~May of2, 2017 (the ~~merger~~“Merger ~~agreement~~Agreement”), ~~have~~by ~~been~~and ~~obtained~~among OneBeacon, Intact, Intact Bermuda Holdings Ltd., Aa ~~copy~~wholly ofowned ~~that~~subsidiary ~~press~~of ~~release~~Intact is(“Holdco”) ~~attached~~and asIntact ~~Exhibit~~Acquisition 99Co.1 toLtd., ~~this~~a ~~Current~~direct ~~Report~~wholly owned subsidiary of Holdco (“Merger Sub”), on ~~Form~~September ~~8-K~~28, 2017, Merger Sub merged with and isinto ~~incorporated~~OneBeacon ~~herein~~(the by“Merger”), ~~reference~~with OneBeacon surviving the Merger as a direct wholly owned subsidiary of Holdco and indirect wholly owned subsidiary of Intact.

~~Safe~~Pursuant ~~Harbor~~to ~~Statement~~the ~~under~~terms of the ~~Private~~Merger ~~Securities~~Agreement, ~~Litigation~~at ~~Reform~~the ~~Act~~effective time of ~~1995~~the Merger (the “Effective Time”), Class A and Class B common shares of OneBeacon (“OneBeacon Shares”) (other than certain excluded shares) were automatically transferred by the holders thereof to Holdco in exchange for the right to receive an amount in cash equal to $18.10, without interest (the “Merger Consideration”). The aggregate consideration that became payable to holders of OneBeacon Shares at the Effective Time was approximately $1.7 billion.

The ~~information~~foregoing ~~contained~~description inof ~~this~~the ~~communication~~Merger ~~may~~and ~~contain “forward-looking statements” within~~ the ~~meaning~~Merger ofAgreement ~~Section 27A~~does ofnot ~~the~~purport ~~Securities~~to ~~Act~~be ofcomplete ~~1933~~ and ~~Section 21E~~is ofsubject ~~the~~to, ~~Securities~~and ~~Exchange~~qualified ~~Act~~in ofits ~~1934.~~entirety ~~All statements~~by, ~~other~~the ~~than~~full ~~statements~~text of ~~historical~~the ~~facts~~Merger Agreement, ~~included~~which orwas ~~referenced~~filed inas ~~this~~Exhibit ~~communication~~2.1 ~~that~~to ~~address~~the ~~activities,~~Company’s ~~events~~Current orReport ~~developments~~on ~~which~~Form we8-K ~~expect~~filed ~~will~~with ~~or may occur in~~ the ~~future~~Securities ~~are~~and ~~forward-looking~~Exchange ~~statements.~~Commission ~~The words~~ (“~~will,~~SEC”) ~~“believe,”~~on ~~“intend,”~~May ~~“expect~~2,” ~~“anticipate~~2017,” ~~“project,” “estimate,” “predict”~~ and ~~similar~~which ~~expressions~~is ~~are~~incorporated ~~also~~herein ~~intended~~by ~~to identify forward-looking statements~~reference. ~~These forward-looking statements include, among others, statements with respect to our:~~

●Item ~~change~~1.01. Entry ininto ~~book~~a ~~value~~Material ~~per~~Definitive ~~share or return on equity;~~Agreement.

●On ~~business~~September ~~strategy;~~28, 2017, in connection with the closing of the Merger, White Mountains Advisors LLC (“WM Advisors”), a wholly owned subsidiary of White Mountains Insurance Group, Ltd. (“White Mountains”), and OneBeacon entered into the Second Amended and Restated Investment Management Agreement (the “IMA”), pursuant to which WM Advisors will continue to act as discretionary advisor with respect to certain assets of OneBeacon and its subsidiaries. The IMA amends and restates the Amended and Restated Investment Management Agreement, dated as of December 23, 2014 (as amended, the “Existing IMA”), by and between WM Advisors and OneBeacon. The foregoing summary is qualified in its entirety by the full text of the IMA, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the Existing IMA and the amendments thereto, each previously filed with the SEC.

●Item ~~financial~~1.02. ~~and~~Termination ~~operating~~of ~~targets~~a orMaterial ~~plans;~~Definitive Agreement.

●In ~~incurred~~connection ~~loss~~with ~~and~~the ~~loss~~consummation ~~adjustment~~of ~~expenses~~the Merger, on September 28, 2017, the Company and OneBeacon U.S. Holdings, Inc. (“OBUSH”), a wholly owned subsidiary of the ~~adequacy~~Company that is a Borrower under that certain Credit Agreement dated as of ~~our~~September ~~loss~~29, 2015 (the “Credit Agreement”), among the Company, OBUSH, the lenders from time to time party thereto and ~~loss~~U.S. ~~adjustment~~Bank ~~expense~~National ~~reserves~~Association, as the administrative agent, an issuing lender and ~~related~~the ~~reinsurance;~~issuing agent, terminated the commitments under, and repaid all fees and other obligations accrued under, the Credit Agreement.

●On ~~projections~~September 28, 2017, in connection with the closing of ~~revenues~~the Merger, ~~income~~the ~~(or~~Registration ~~loss)~~Rights Agreement, ~~earnings~~dated ~~(or~~as ~~loss)~~of ~~per~~November ~~share~~14, ~~dividends~~2006, ~~market~~by ~~share~~and orbetween ~~other~~OneBeacon ~~financial~~and ~~forecasts;~~White Mountains, and the Separation Agreement, dated as of November 14, 2006, by and between OneBeacon and White Mountains, each previously filed with the SEC, were terminated.

●Item ~~expansion~~2.01. Completion ~~and growth~~ of ~~our~~Acquisition ~~business~~or ~~and~~Disposition ~~operations;~~of Assets.

●The ~~proposed~~information ~~merger~~set ~~with~~forth ~~Intact~~in ~~Financial~~the ~~Corporation~~section (above titled “~~Intact~~Introduction”); and in Items 3.01, 3.03, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

●Item ~~future~~3.01. Notice ~~capital~~of ~~expenditures~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; ~~and~~Transfer of Listing.

●In ~~pending~~connection ~~legal~~with ~~proceedings~~the consummation of the Merger, on September 24, 2017, the Company notified the New York Stock Exchange (the “NYSE”) that, upon consummation of the Merger, the Company’s Class A common shares (“Class A Shares”) should be removed from listing on the NYSE and trading in the Class A Shares should be suspended. In addition, the Company requested that, upon consummation of the Merger, the NYSE file with the SEC an application on Form 25 to report the delisting of the Class A Shares from the NYSE and to effect the deregistration of the Class A Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The NYSE complied with the Company’s request on September 28, 2017. The Class A Shares were suspended from trading on the NYSE prior to the open of trading on September 28, 2017.

~~These~~The ~~statements~~Company ~~are~~intends ~~based~~to onfile ~~certain~~a ~~assumptions~~certification and ~~analyses~~notice ~~made~~on byForm us15 inwith ~~light~~the ofSEC ~~our~~to ~~experience~~request ~~and~~the ~~judgments~~termination ~~about historical trends, current conditions~~ and ~~expected~~suspension ~~future~~of ~~developments,~~its asreporting ~~well~~obligations asunder ~~other~~Sections ~~factors~~13(a) ~~believed~~and to15(d) beof ~~appropriate in~~ the ~~circumstances.~~Exchange ~~However,~~Act ~~whether~~with ~~actual~~respect ~~results and developments will conform~~ to ~~our~~the ~~expectations~~Class isA ~~subject~~Shares toat athe ~~number~~time ofsuch ~~risks,~~filing ~~uncertainties~~is orpermitted ~~other~~under ~~factors~~SEC ~~which~~rules. ~~are~~Upon ~~described~~filing inof ~~more~~the ~~detail~~Form ~~in Part II~~15, ~~Item 1A under~~ the ~~caption~~Company ~~“Risk~~will ~~Factors”~~no onlonger ~~page~~be 69required ofto ~~the~~prepare ~~Company’s~~and ~~Quarterly~~file ~~Report~~public onreports ~~10-Q~~with ~~for~~ the ~~quarter~~SEC ~~ended~~under ~~June~~Sections ~~30,~~13(a) ~~2017,~~ and ~~beginning~~15(d) ~~on page 16~~ of the ~~Company’s~~Exchange ~~2016~~Act ~~Annual~~and ~~Report~~the onCompany ~~Form~~will ~~10-K,~~cease ~~that could cause actual results~~ to ~~differ~~file ~~materially~~such ~~from expectations, including:~~reports.

●Item ~~recorded~~3.03. Material ~~loss~~Modification ~~and loss adjustment expense reserves subsequently proving~~ to ~~have~~Rights ~~been~~of ~~inadequate;~~Security Holders.

●The ~~changes~~information set forth in ~~interest~~the ~~rates~~section above titled “Introduction” and in Items 3.01, ~~debt~~5.02 orand ~~equity~~5.03 ~~markets~~of orthis ~~other~~Current ~~market~~Report ~~volatility~~on ~~that~~Form ~~negatively~~8-K ~~impact~~is ~~our~~incorporated ~~investment~~herein ~~portfolio;~~by reference.

●As ~~competitive~~a ~~forces~~result ~~and~~of the ~~cyclicality~~consummation of the ~~property~~Merger ~~and~~on ~~casualty~~September ~~insurance~~28, ~~industry;~~2017, at the Effective Time, each OneBeacon Share (other than certain excluded shares) was automatically transferred by the holders thereof to Holdco in exchange for the right to receive the Merger Consideration.

●At ~~claims~~the ~~arising~~Effective ~~from~~Time, ~~catastrophic~~awards ~~events,~~granted ~~such~~under asOneBeacon’s ~~hurricanes,~~2007 ~~windstorms,~~and ~~earthquakes,~~2017 ~~floods~~long-term orincentive ~~terrorist~~plans ~~attacks;~~that were then outstanding (the “Company Equity Awards”) were treated as follows:

● Service-vesting restricted stock and restricted stock unit awards were converted into the ~~continued~~right ~~availability~~to ofreceive ~~capital~~the Merger Consideration (plus, for restricted stock units, any accrued dividends) for each OneBeacon Share subject to such award, and ~~financing;~~such amounts will become payable upon satisfaction of the service-based vesting conditions that apply under the existing terms of such awards. Any accrued dividends payable to restricted stock holders as of the Effective Time will be paid as soon as practicable following the Effective Time.

● the continued availability and cost of reinsurance coverage and our ability to collect reinsurance recoverables;

		●	2015-2017 cycle performance shares and performance units were converted into service-vesting awards and will be payable in cash upon satisfaction of service-based vesting conditions that apply to such awards. Such cash value was determined based on (i) target level performance and (ii) for performance share awards, the Merger Consideration (plus any accrued dividends) for each OneBeacon Share subject to such award, and for performance units, the “unit value” set forth in the applicable award agreement.

		●	2016-2018 cycle performance shares and performance units will continue to vest in the ordinary course, subject to certain adjustments to performance measures to take into account the Merger. Such awards will be settled in cash equal to the product of (i) for performance share awards, the Merger Consideration (plus any accrued dividends) for each OneBeacon Share subject to such award, and for performance units, the “unit value” set forth in the applicable award agreement, (ii) the target number of OneBeacon Shares or units, as applicable, subject to such award and (iii) the “Performance Percentage” (within the meaning of the applicable award agreement).

		●	2017-2019 cycle performance units will continue to vest in the ordinary course, subject to certain adjustments to performance measures to take into account the Merger. Such awards will be paid in cash, in accordance with existing terms.

●The foregoing description of the ~~ability~~rights of holders of OneBeacon Shares and Company Equity Awards does not purport to ~~maintain~~be ~~data~~complete and ~~system~~is ~~security;~~subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2017, and which is incorporated herein by reference.

●Item ~~the~~5.01. Changes ~~outcome~~in Control of ~~litigation and other legal or regulatory proceedings;~~Registrant.

●The ~~our~~information ~~ability~~set toforth ~~continue~~in ~~meeting~~the ~~our~~section ~~debt~~above titled “Introduction” and ~~related~~in ~~service~~Items ~~obligations~~3.01, or3.03 toand ~~pay~~5.02 ~~dividends;~~of this Current Report on Form 8-K is incorporated herein by reference.

●Upon ~~our~~consummation ~~ability~~of tothe ~~successfully~~Merger, ~~develop~~Intact, ~~new~~indirectly ~~specialty~~through ~~businesses;~~Holdco, became the beneficial owner of all OneBeacon Shares, and OneBeacon became a direct wholly owned subsidiary of Holdco and indirect wholly owned subsidiary of Intact.

●Intact ~~changes~~financed inthe ~~laws~~Merger orand ~~regulations,~~related ortransaction ~~their~~expenses ~~interpretations,~~using ~~which~~the ~~are~~proceeds ~~applicable~~from tothe ~~us,~~issuance ~~our~~of ~~competitors~~subscription receipts, ~~our~~preferred ~~agents~~shares orand ~~our~~medium ~~customers;~~term notes in an aggregate amount of approximately $1.5 billion (CAD). The balance was funded from Intact’s excess capital and approximately $200 million (CAD) drawn down under the terms of Intact’s existing credit facility.

●Item ~~actions~~5.02. Departure ~~taken~~of byDirectors ~~rating~~or ~~agencies~~Certain ~~from~~Officers; ~~time~~Election toof ~~time~~Directors; ~~with~~Appointment ~~respect~~of toCertain ~~us,~~Officers; ~~such~~Compensatory asArrangements ~~financial~~of ~~strength~~Certain ~~or credit rating downgrades or placing our ratings on negative watch;~~Officers.

●In ~~our~~accordance ~~ability~~with the terms of the Merger Agreement, at the Effective Time, each of the nine directors of the Company (Reid T. Campbell, Morgan W. Davis, Lois W. Grady, Ira H. Malis, T. Michael Miller, G. Manning Rountree, Patrick A. Thiele, Lowndes A. Smith and Kent D. Urness) ceased to ~~retain~~be ~~key~~the ~~personnel;~~directors of the Company and were replaced by the directors of Merger Sub.

●Item ~~participation~~5.03. Amendments into ~~guaranty~~Articles ~~funds~~of ~~and~~Incorporation ~~mandatory~~or ~~market mechanisms~~Bylaws; Changes in Fiscal Year.

●Pursuant ~~our~~to ~~ability~~the terms of the Merger Agreement, at the Effective Time, the memorandum of association and bye-laws of the Company were each amended and restated in their entirety, and such amended memorandum of association and amended and restated bye-laws became the memorandum of association and bye-laws, respectively of the Company. The amended memorandum of association and the amended and restated bye-laws of the Company are identical to ~~maintain~~the ~~effective~~memorandum ~~operating~~of ~~procedures~~association and ~~manage~~bye-laws ~~operational~~of ~~risk;~~Merger Sub as in effect immediately prior to the Effective Time, respectively, except that all references to the name of Merger Sub therein were changed to refer to the name of the Company, which remains OneBeacon Insurance Group, Ltd. Copies of the Amended Memorandum of Association of the Company and the Amended and Restated Bye-laws of the Company are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

● changes to current shareholder dividend practice and regulatory restrictions on dividends;

● credit risk exposure in certain of our business operations;

● Bermuda law may afford less protection to shareholders;

● our status as a subsidiary of White Mountains, including potential conflicts of interest, competition, and related-party transactions;

● changes in tax laws or tax treaties;

● the risk that the proposed merger with Intact may not be completed on the currently contemplated timeline or at all;

● risks related to diverting management’s attention from our ongoing business operations and other risks related to the pendency of the proposed merger with Intact, including on our ability to retain and hire key personnel, our ability to maintain relationships with our customers, policyholders, brokers, service providers and others with whom we do business, our stock price, and our business, financial condition and results of operations generally;

● the risk that shareholder litigation in connection with the proposed merger with Intact may result in significant costs of defense, indemnification and liability; and

● other factors, most of which are beyond our control.

Consequently, all of the forward-looking statements made in this communication are qualified by these cautionary statements, and there can be no assurance that the anticipated results or developments will be realized or, even if substantially realized, that they will have the expected consequences. Readers should carefully review these risk factors, and are cautioned not to place undue reliance on our forward-looking statements. The forward-looking statements in this communication speak only as of the date on which they are made. We assume no obligation to update publicly any such forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release of OneBeacon Insurance Group, Ltd. dated September 25, 2017.
2.1		Agreement and Plan of Merger, dated as of May 2, 2017, by and among OneBeacon Insurance Group, Ltd., Intact Financial Corporation, Intact Bermuda Holdings Ltd., and Intact Acquisition Co. Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of OneBeacon Insurance Group, Ltd., which was filed with the SEC on May 2, 2017)
3.1		Amended Memorandum of Association of OneBeacon Insurance Group, Ltd.
3.2		Amended and Restated Bye-laws of OneBeacon Insurance Group, Ltd.
10.1		Second Amended and Restated Investment Management Agreement, dated as of September 28, 2017, by and between White Mountains Advisors LLC and OneBeacon Insurance Group, Ltd.

SIGNATURE

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 ~~thereunto~~hereunto duly authorized.

Date: September 2528, 2017

	ONEBEACON INSURANCE GROUP, LTD.


	By:	/s/ Maureen A. Phillips
		Name: Maureen A. Phillips
		Title: Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
99.1		Press Release of OneBeacon Insurance Group, Ltd. dated September 25, 2017.
2.1		Agreement and Plan of Merger, dated as of May 2, 2017, by and among OneBeacon Insurance Group, Ltd., Intact Financial Corporation, Intact Bermuda Holdings Ltd., and Intact Acquisition Co. Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of OneBeacon Insurance Group, Ltd., which was filed with the SEC on May 2, 2017)
3.1		Amended Memorandum of Association of OneBeacon Insurance Group, Ltd.
3.2		Amended and Restated Bye-laws of OneBeacon Insurance Group, Ltd.
10.1		Second Amended and Restated Investment Management Agreement, dated as of September 28, 2017, by and between White Mountains Advisors LLC and OneBeacon Insurance Group, Ltd.

Filing Compare · OneBeacon Insurance Group, Ltd.