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ONEBEACON U.S. HOLDINGS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Edgar Online, Inc.

Item 1.01. Entry into a Material Definitive Agreement

On November 6, 2012, OneBeacon U.S. Holdings, Inc. (the "Company") and OneBeacon Insurance Group, Ltd., as a guarantor (the "Guarantor"), entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representatives of the underwriters listed on Schedule I thereto (collectively, the "Underwriters"), with respect to the Company's issue and sale of $275,000,000 principal amount of its 4.600% Senior Notes due 2023. The offering is being made pursuant to the Company's effective registration statement on Form S-3 filed on June 13, 2011 (No. 333-174867-04) (the "Registration Statement") filed with the Securities and Exchange Commission (the "Commission").

The Underwriting Agreement contains customary representations, warrantees and agreements by the Company and the Guarantor and customary conditions to closing, indemnification obligations of the Company, the Guarantor and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

The Company maintains ordinary banking and commercial relationships with certain of the Underwriters and their affiliates, for which they receive customary fees.

The offering is more fully described in the prospectus supplement, dated November 6, 2012 and filed with the Commission on November 8, 2012, to the prospectus filed with the Commission on June 13, 2011 as part of the Registration Statement. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.

Item 9.01.       Financial Statements and Exhibits

Exhibit No.                          Description of Exhibit

    1.1       Underwriting Agreement dated November 6, 2012, among OneBeacon U.S.
              Holdings, Inc., OneBeacon Insurance Group, Ltd. and Barclays Capital
              Inc., HSBC Securities (USA) Inc. and Merrill Lynch, Pierce, Fenner &
              Smith Incorporated, as representatives of the several underwriters.





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