On December 31, 2016, Arch U.S. MI Holdings, Inc., a wholly owned
subsidiary of Arch Capital Group Ltd. (ACGL), completed ACGLs
previously announced acquisition of all of the outstanding shares
of capital stock of United Guaranty Corporation, a North Carolina
corporation (UG Corp) from American International Group, Inc.
(“AIG”). The aggregate purchase price paid by ACGL was
approximately $3.26 billion, consisting of cash consideration of
approximately $2.16 billion and 1,276,282 shares of ACGLs
convertible non-voting common-equivalent preference shares (the
Convertible Preferred Shares), with a market value as of December
30, 2016 of approximately $1.1 billion. Additionally, as
previously disclosed, AIG received a dividend from UG Corp in an
amount equal to $250.0 million prior to the closing date as
permitted by the Stock Purchase Agreement (as defined below). The
acquisition closed to a stock purchase agreement (the Stock
Purchase Agreement) dated August 15, 2016 to which ACGL agreed to
purchase from AIG all of the issued and outstanding shares of UG
Corp and AIG United Guaranty (Asia) Limited (UG Asia). The
related sale of UG Asia is expected to close in 2017, pending
additional regulatory approval.

The approvals received by ACGL from Fannie Mae and Freddie Mac
(the GSEs) with respect to the acquisition are subject to a
number of conditions, including the maintenance of a minimum
capital level for ACGLs subsidiaries that are GSE approved
entities based on a combination of time and ACGL financial
leverage. ACGLs GSE approved entities are Arch Mortgage Insurance
Company, United Guaranty Residential Insurance Company and United
Guaranty Mortgage Indemnity Company.

The foregoing description of the acquisition and the Stock
Purchase Agreement is a summary, does not purport to be a
complete description, and is qualified in its entirety by
reference to the full text of the Stock Purchase Agreement, which
is incorporated by reference as Exhibit 2.1.

ITEM 7.01 Regulation FD Disclosure.

On January 3, 2017, ACGL issued a press release announcing that
it had closed the acquisition of all of the issued and
outstanding shares of capital stock of UG Corp. A copy of that
press release is filed as Exhibit 99.1 to this report and is
incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed filed for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act) or otherwise subject to the
liabilities under that section, nor shall it be deemed to be
incorporated by reference into the filings of the registrant
under the Securities Act of 1933, as amended, or the Exchange
Act, except as expressly set forth by specific reference in such
a filing.

ITEM 9.01 Financial Statements and Exhibits.

(a) Historical Financial Statements of UG Corp

The historical audited consolidated financial statements of UG
Corp at December 31, 2015 and 2014 and for each of the three
years in the period ended December 31, 2015 are incorporated
herein by reference in Exhibit 99.2.

The historical unaudited condensed consolidated financial
statements of UG Corp at September 30, 2016 and December 31, 2015
and for the nine months ended September 30, 2016 and 2015 are
incorporated herein by reference in Exhibit 99.3.

(b) Pro Forma Financial Information Preliminary unaudited pro
forma condensed combined financial statements of Arch Capital
Group Ltd., giving effect to the acquisition of UG Corp, as of
September 30, 2016, for the nine months ended September 30, 2016
and for the year ended December 31, 2015, incorporated by
reference to Unaudited Pro Forma Condensed Combined Financial
Statements in our preliminary prospectus supplement filed on
November 9, 2016 to Rule 424(b)(2) to the Companys Registration
Statement on Form S-3 (Registration No. 333-202440), are
incorporated herein by reference.

* Previously filed.

to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned.

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