The Bermuda-based holding company for XL Capital Ltd.?s financial guaranty insurance business plans to offer 22.45 million shares priced between $21-$23 each in its initial public offering.

Security Capital Assurance Ltd. formed as a Bermuda company in March for the sole purpose of becoming the parent company to XL Capital Assurance Inc. and XL Financial Assurance Ltd.

According to an amended filing with the Securities and Exchange Commission, it estimates that the net proceeds from the offering will be approximately $366.9 million, based upon an assumed initial public offering price of $22 per common share.

When first announcing the IPO in April, XL Capital chief executive Brian O?Hara said: ?The IPO of SCA will enable XL to build on its strengths in insurance and reinsurance while enabling SCA to continue to capitalise on growth opportunities.?

Security Capital is offering 18 million common shares while XL Insurance Bermuda Ltd, is offering 4.4 million common shares. It will not receive any proceeds from the sale of XL?s common shares.

After the offering, XL Capital will beneficially own approximately 65 percent of the company?s common shares, the company said in its regulatory filing.

Security Capital Assurance will retain less than 10 percent of the net proceeds for general corporate purposes. It intends to contribute the balance of the net proceeds to the capital of its insurance and reinsurance subsidiaries to support future growth in their respective businesses.

Goldman, Sachs & Co., J.P. Morgan, Merrill Lynch & Co., Citigroup, Deutsche Bank Securities, UBS Investment Bank, Banc of America Securities LLC, Barclays Capital, Bear, Stearns & Co., William Blair & Co., Calyon Securities (USA) Inc., Dowling & Partners Securities, Fox-Pitt Kelton, HSBC, Keefe Bruyette & Woods and Wachovia Securities were listed as underwriters for the offering. They have the option to buy an additional 2.24 million shares to cover over-allotments.

The company will list its common shares on the New York Stock Exchange under the symbol ?SCA?.