The White Mountains Re Group, Ltd. will sell about $400 millionof its senior notes due 2017, the parent group said yesterday.

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The Bermuda-based reinsurer will use the net proceeds from thesale to pay a cash distribution to the parent White Mountains,which in turn will use the majority of this distribution to repayits outstanding borrowings under a credit facility, of which WhiteMountains Re is a co-borrower and co-guarantor, the companysaid.

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The notes will be sold only to qualified institutional buyersand will not be registered under the Securities Act, and thereforemay not be offered or sold in the United States without anexemption from, or in a transaction not subject to, theregistration requirements of the Securities Act and applicablestate securities laws.

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Standard & Poor's assigned a triple-B-minus senior debtrating to the offering.

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