SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 May 17, 2012

Via Email
Thomas Ivey Skadden, Arps, Slate, Meagher & Flom LLP 535 University Avenue, Suite 1100 Palo Alto, CA 94301
Re:  Global Indemnity plc
Schedule TO-I Filed May 9, 2012
 SEC File No. 5-85996

Dear Mr. Ivey:
The staff in the Office of Mergers and Ac quisitions in the Division of Corporation
Finance has conducted a limited review of th e filing listed above. The scope of our
review is limited to the matters identifie d below. All defined terms have the same
meaning as in your filing, unless otherwise noted.
 Please respond to this letter promptly  by amending your filing, by providing the
requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe
an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.  In some of our comments, we may ask you to provide us w ith information so we may better understand
your disclosure.   Schedule TO – Item 10. Financial Statements

1. Please explain in your response letter w hy you do not believe that the financial
information showing the pro forma effect  of the tender offer on the Company is
material. See Item 1010(b) of Regulation M-A.  In this regard, we note that if fully
subscribed, you would be repurchasing more than 19% of the Company’s A ordinary
Shares in the offer.

Thomas Ivey, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP May 17, 2012 Page 2

 Offer to Purchase - General

 2. Global Indemnity is using a modified “Dut ch auction” mechanism for this offer,
whereby the offer materials disclose a range of prices from $19.25 through $22.00
per Share at which tendering holders ma y elect for the Company to repurchase
their tendered A ordinary Shares. Disclosu re in the Offer to Purchase indicates
that the trading price of the A ordinary Shares on the last full trading day before
the announcement of this offer was $19.34 pe r Share. Therefore, at the low end,
the specified range in the modified Dutch auction is below the most recent trading
price of the Shares. Tendering holders who do not specify a tender price, who
make Purchase Price Tenders and those w ho elect to tender at the bottom of the
range will therefore be paid a price per Sh are that is below the most recent market
price per share before announcement of the offer. We have stated that a bidder
must clearly disclose when the offer pri ce is below the recent market price for the
subject securities. See Commission Guidan ce on Mini-Tender Offers and Limited
Partnership Tender Offers, SEC Release No. 34-43069 (July 31, 2000). Please
amend to note that Purchase Price Tenders  or those who specify a tender price of
$19.25 will receive less than th e most recent trading price for the Shares.
 How many Shares is Global Indemnity  offering to purchase?, page i

3. On the cover page of the Offer to Purc hase and elsewhere in that document, you
state that the Company “is offering to purchase up to 3,168,831 of its A ordinary
shares…” However, in this section, you state that you will purchase properly
tendered Shares “up to a maximum a ggregate purchase pr ice of $61,000,000.” If
3,168,831 Shares are tendered at the top end of the purchas e price range ($22.00
per Share), the aggregate total funds n eeded to purchase all tendered Shares
would be $69,714,282.  Therefore, the disclo sure about the maximum number of
Shares to be purchased in the offer is confusing and should be revised. Revise to
state the maximum as a dollar amount or as a set number of Shares.

4. The disclosure in the last sentence in the first paragraph of  this section is
confusing. You state that if the offer is fully subscribed and the purchase price is
at the top of the range ($ 22.00 per Share), “the minimum number of Shares that
will be purchased under the Offer is 2,772,727.”   It appears that this is the
maximum  number of Shares that would be purchased, or stated differently, it
would be the total number of  Shares purchased. The use of the term “minimum”
implies that more Shares could or woul d be purchased if the offer price is $22.00
per Share; from the disclosure conc erning your maximum aggregate purchase
price of $61,000,000 cited in our comment above, this does not appear to be the case. Please revise  or advise.

Thomas Ivey, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP May 17, 2012 Page 3

Closing Information

Please amend the Schedule TO-I in response to these comments. We may have
further comments upon receipt of your amendmen t; therefore, please allow adequate time
after the filing of the amendm ent for further staff review.

You should furnish a respons e letter with the amendm ent keying your responses
to our comment letter and providing any suppl emental information we have requested.
You should transmit the letter via EDGAR under the label “CORRESP.”  In the event
that you believe that compliance with any of the above comments is inappropriate,
provide a basis for such belief to the staff in the response letter.
 We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an info rmed decision.  Since the company is in
possession of all facts relating to its disclosu re, it is responsible for the accuracy and
adequacy of the disclosures it has made.     In connection with responding to our comments, please provide, in writing, a
statement from the Company acknowledging that:

 the Company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

 the Company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Thomas Ivey, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP May 17, 2012 Page 4

  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 Please direct any questions about these comments or your filing to me at 202-551-
3263.

Sincerely,  /s/ Christina Chalk  Christina Chalk Senior Special Counsel Office of Mergers and Acquisitions