Arch Capital Group Ltd. (NASDAQ:ACGL) Files An 8-K Entry into a Material Definitive AgreementITEM 1.01 Entry into a Material Definitive Agreement.
Arch Capital Group Ltd. (NASDAQ:ACGL) Files An 8-K Entry into a Material Definitive Agreement
On June 8, 2017, Arch Capital Group Ltd. (“ACGL”) and American International Group, Inc. and certain AIG subsidiaries (“AIG”) entered into Amendment No. 1 (the “Amendment”) to the Investor Rights Agreement (the “Investor Rights>Agreement”) dated as of December 31, 2016 to amend the restrictions on transfers of the 1,276,282 shares of ACGL’s convertible non-voting common-equivalent preference shares owned by AIG (the “Convertible Preferred Shares”). The Convertible Preferred Shares were issued to AIG as part of the consideration in the previously announced acquisition by ACGL of United Guaranty Corporation. to the certificate of designations for the Convertible Preferred Shares and in accordance with the terms and conditions set forth therein, each Convertible Preferred Share is convertible into ten common shares of ACGL.
to the Amendment, ACGL will permit AIG to transfer: (i) 638,141 Convertible Preferred Shares from and after June 8, 2017, and up to an additional 95,721 of the Convertible Preferred Shares to the extent that the several underwriters exercise the option to purchase additional securities expected to be granted to an underwritten secondary offering of AGCL common shares issuable upon conversion of the Convertible Preferred Shares by AIG and (ii) any and all of the Convertible Preferred Shares from and after January 15, 2018, subject to certain exceptions, and in each case subject to the terms and conditions of the Investor Rights Agreement. All other terms of the Investor Rights Agreement remain in effect.
The foregoing is a summary of certain material terms of the Investor Rights Agreement and the Amendment, and is qualified in its entirety by reference to the full text of the form of Investor Rights Agreement and the Amendment, respectively, a copy of which in the case of the Investor Rights Agreement was filed as Exhibit 4.7 to ACGL’s Annual Report on Form 10-K filed on March 1, 2017 and in the case of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K, in each case incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
See exhibit index.
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).
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).
