Arch Capital Group Ltd. (NASDAQ:ACGL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearITEM 5.03Amendments to Articles of Incorporation or Bye-laws.
On August 17, 2017, Arch Capital Group Ltd. (the “Company”) consummated its previously disclosed public offering of 8,000,000 Depositary Shares (the “Depositary Shares”), each of which represents a 1/1,000th interest in a 5.45% Non-Cumulative Preferred Share, SeriesF, of ACGL (the “Preferred Shares”). In connection with such transaction, the Company adopted a Certificate of Designations (the “Certificate of Designations”) with respect to the Preferred Shares, which Certificate of Designations was appended to the bye-laws of the Company in accordance with Bermuda law.The description of the terms of the Preferred Shares is set forth in the Certificate of Designations attached as Exhibit 4.1 hereto, and is incorporated herein by reference.A legal opinion relating to the validity of the Preferred Shares has been included as Exhibit 5.1 hereto, and is incorporated herein by reference.
ITEM 8.01Other Events.
In connection with the issuance of the Depositary Shares, the Company entered into a deposit agreement (the “Deposit Agreement”), dated August 17, 2017, with American Stock Transfer& Trust Company,LLC, as depositary, registrar and transfer agent and as dividend disbursing agent and redemption agent, and the holders from time to time of the depositary receipts.The Deposit Agreement has been included as Exhibit 4.3 hereto, and is incorporated herein by reference. The above description of the Deposit Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.A legal opinion as to the Depositary Shares has been included as Exhibit 5.2 hereto, and is incorporated herein by reference.
The Company also announced today that it had called for redemption on September 18, 2017, 8,000,000 of its outstanding of 6.75% Series C Non-Cumulative Preferred Shares. The Series C Non-Cumulative Preferred Shares will be redeemed at a redemption price equal to $25.00 per share (an aggregate redemption price of $200 million), plus all declared and unpaid dividends to (but excluding) the redemption date. The record date for payment of the dividend on the Series C Non- Cumulative Preferred Shares being redeemed is September 15, 2017.
On August 17, 2017, the Company issued a press release announcing the closing of its underwritten public offering of the Depositary Shares and that it had provided notice of its redemption in part of the Series C Non-Cumulative Preferred Shares. A copy of this press release has been included as Exhibit 99.1 hereto, and is incorporated herein by reference.
ITEM 9.01Financial Statements and Exhibits.
See exhibit index.
ARCH CAPITAL GROUP LTD. ExhibitEX-4.1 2 ex41cert.htm EX 4.1 Exhibit Exhibit 4.1CERTIFICATE OF DESIGNATIONSOF5.45% NON-CUMULATIVE PREFERRED SHARES,…To view the full exhibit click here
About Arch Capital Group Ltd. (NASDAQ:ACGL)
Arch Capital Group Ltd. writes insurance and reinsurance on worldwide basis. The Company operates in five segments: insurance, reinsurance, mortgage, other and corporate. The Company’s insurance, reinsurance and mortgage segments are underwriting segments. The insurance segment’s product lines include construction and national accounts; excess and surplus casualty; lenders products; professional lines; programs; property, energy, marine and aviation; travel, accident and health, and other, which includes alternative market risks and excess workers’ compensation. The reinsurance segment’s product lines include casualty; marine and aviation; other specialty; property catastrophe; property excluding property catastrophe, and other, which includes life reinsurance and casualty clash businesses. The mortgage segment includes the results of Arch Mortgage Insurance Company (Arch MI U.S.) and Arch Mortgage Insurance Designated Activity Company (Arch MI Europe).