FWP
Filed Pursuant to Rule 433
Registration No. 333-135464
The
issuer has filed a Market-Making Prospectus with the U.S. Securities and
Exchange Commission (SEC) for the public offering of the issuers 7.50% senior
notes due 2016, which closed on July 26, 2006. Goldman, Sachs & Co. is
continuing to make a market in the senior notes pursuant to the Market-Making
Prospectus. Before you invest in the issuers senior notes, you should read the
Market-Making Prospectus and other documents the issuer has filed with the SEC
for more complete information about the issuer and an investment in its senior
notes. You may get these documents for free by visiting EDGAR on the SEC Web
site at www.sec.gov. Alternatively, you may obtain a copy of the Market-Making
Prospectus if you so request by calling Goldman, Sachs & Co. toll-free at
1-866-471-2526.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): December 5, 2006
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
(Exact Name of Registrant as Specified in Charter)
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Bermuda
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001-32938
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98-0481737 |
(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
27 Richmond Road
Pembroke HM 08, Bermuda
(Address of Principal Executive Offices and Zip Code)
Registrants telephone number, including area code: (441) 278-5400
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.02. Termination of a Material Definitive Agreement.
On December 5, 2006, Allied World Assurance Company, Ltd (AWAC), a subsidiary of Allied
World Assurance Company Holdings, Ltd (the Company), and IPCRe Underwriting Services Limited
(IPCUSL) executed Amendment No. 5 (Amendment No. 5), dated as of December 1, 2006, to the
Underwriting Agency Agreement, dated December 1, 2001 as amended, by and between AWAC and IPCUSL
(the Agency Agreement). On December 5, 2005, AWAC delivered notice to IPCUSL terminating the
Agency Agreement effective as of November 30, 2007. Pursuant to Amendment No. 5, AWAC and IPCUSL
mutually agreed to terminate the Agency Agreement effective as of November 30, 2006. In accordance
with Amendment No. 5, AWAC shall pay to IPCUSL a $400,000 early termination fee, $250,000 of which
is immediately payable and $75,000 of which is payable on each of December 1, 2007 and 2008,
respectively. AWAC will also continue to pay to IPCUSL any agency commissions due under the Agency
Agreement for any and all business bound prior to November 30, 2006, and IPCUSL will continue to
service such business until November 30, 2009 pursuant to the Agency Agreement. As of December 1,
2006, the Company began to produce, underwrite and administer property catastrophe treaty
reinsurance business on its own behalf.
American International Group, Inc. (AIG) was one of the founding investors that formed the
Company in 2001 and is a principal shareholder of the Company. AIG was also a principal
shareholder of IPC Holdings, Ltd., the parent company of IPCUSL, until August 2006. A copy of
Amendment No. 5 is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The
description of Amendment No. 5 contained herein is qualified in its entirety by reference to
Amendment No. 5 filed herewith.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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Amendment No. 5, dated as of December 1, 2006, to the
Underwriting Agency Agreement, dated December 1, 2001, as
amended, by and between Allied World Assurance Company, Ltd
and IPCRe Underwriting Services Limited. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
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Dated: December 7, 2006 |
By: |
/s/ Wesley D. Dupont
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Name: |
Wesley D. Dupont |
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Title: |
Senior Vice President and General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Amendment No. 5, dated as of December 1, 2006, to the
Underwriting Agency Agreement, dated December 1, 2001, as
amended, by and between Allied World Assurance Company, Ltd
and IPCRe Underwriting Services Limited. |
Exhibit 10.1
AMENDMENT NO. 5
TO
UNDERWRITING AGENCY AGREEMENT
DATED DECEMBER 1, 2001, AS AMENDED
This AMENDMENT NO. 5 TO UNDERWRITING AGENCY AGREEMENT (this Amendment) is made and entered
into as of December 1, 2006, by and between Allied World Assurance Company, Ltd (the Company) and
IPCRe Underwriting Services Limited (the Underwriting Agent).
W I T N E S S E T H:
WHEREAS, the Company and the Underwriting Agent (each of the Company and the Underwriting
Agent a Party and together the Parties) have entered into an Underwriting Agency Agreement,
dated as of December 1, 2001, as amended from time to time (the Agreement); and
WHEREAS, the Company and the Underwriting Agent desire to further amend the Agreement in
accordance with the terms and conditions contained herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Underwriting Agent agree as follows:
1. It is hereby agreed that Section 13.1 of the Agreement be deleted in its entirety and the
following be inserted in lieu thereof:
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13.1 |
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This Agreement shall terminate as of November 30, 2006 (the
Termination Date), and the Company shall pay to the Underwriting Agent an
early termination fee of $400,000, which shall be payable in three installments
as follows: |
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$250,000 payable on December 1, 2006; |
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$75,000 payable on December 1, 2007; and |
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$75,000 payable on December 1, 2008. |
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Such fee so payable under this Section 13.1 is in addition to any Agency Commission
due to the Underwriting Agent in accordance with Section 10 of the Agreement. |
2. It is hereby agreed that new Sections 13.4 and 13.5 shall be inserted as follows:
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13.4 |
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Notwithstanding Section 13.1 or any other provision contained
in the Agreement, the Parties agree that, with effect from the Termination
Date, the Underwriting Agent shall cease to perform any underwriting services
on behalf of the Company save that in respect of Subject Business entered into
prior to and existing as of the Termination Date, the Underwriting Agent shall
continue to provide the services set out in Schedule A attached to this
Amendment on behalf of the Company for a period of three years commencing on
the Termination Date and ending on the third anniversary of the Termination
Date (the Extension Period). |
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13.5 |
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The Parties may by written agreement further extend the
Extension Period for such period and on such terms as they may mutually agree. |
3. It is hereby agreed that the third sentence of Section 8.3 of the Agreement which reads
All Books and Records shall be delivered to the Companies upon termination of this Agreement.
shall be deleted and the following be substituted therefor:
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All such Books and Records shall be delivered to the Company upon
expiration of the Extension Period or at such later date as may be mutually
agreed by the Parties in writing. |
4. Capitalized terms used herein but not otherwise defined shall have the meanings as
respectively set forth in the Agreement.
5. Except to the extent amended hereby, the Agreement, as previously amended, shall remain
unmodified and in full force and effect in accordance with its terms.
6. This Amendment may be executed in any number of counterparts which together shall
constitute one and the same instrument.
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For and on behalf of
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For and on behalf of |
IPCRe Underwriting Services Limited
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Allied World Assurance Company, Ltd |
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/s/ James P. Bryce
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/s/ Scott Carmilani |
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James P. Bryce
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Scott Carmilani |
President & Chief Executive Officer
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President & Chief Executive Officer |
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SCHEDULE A
Services to be performed by the Underwriting Agent in respect of Subject Business entered into and
existing as at the Termination Date. References to Sections below are to the respective Sections
of the Agreement.
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Section 4 |
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2. |
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Section 6.2 (only to the extent, if appropriate, to terminate or cancel policies and issue
notices of cancellation) |
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3. |
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Section 6.3 |
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4. |
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Section 6.5 |
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5. |
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Section 7.1 |
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Section 7.2 |
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Section 7.3 |
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Section 7.4 |
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Section 7.5 |
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10. |
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Section 7.6 |
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