HAMILTON, Bermuda--(BUSINESS WIRE)--
Arch Capital Group Ltd. [NASDAQ:ACGL] announced today that it has priced
an underwritten public offering of 18,000,000 Depositary Shares, each of
which represents a 1/1,000th interest in a 5.25%
Non-Cumulative Preferred Share, Series E, of ACGL. The public offering
price is $25 per Depositary Share for an aggregate public offering price
of $450 million. The underwriters have been granted a 30-day option to
purchase up to an additional 2,700,000 Depositary Shares. The Company
intends to use the net proceeds of this offering to fund a portion of
the cash consideration for its acquisition of United Guaranty
Corporation and AIG United Guaranty Insurance (Asia) Limited from their
current owner, American International Group, Inc. (UGC Acquisition), to
pay related costs and expenses and for general corporate purposes. The
closing of this offering is not contingent on the closing of the UGC
Acquisition. The offering is expected to close on September 29, 2016,
subject to customary closing conditions.
On or after September 29, 2021, the Company may redeem all or a portion
of the Series E Preferred Shares at a redemption price equal to $25,000
per Series E Preferred Share (equivalent to $25 per Depositary Share),
plus declared and unpaid dividends, if any, to, but excluding, the date
of redemption. The Depositary Shares have been approved for listing on
the NASDAQ Stock Market LLC under the symbol “ACGLP.”
The offering is being led by Credit Suisse Securities (USA) LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC,
J.P. Morgan Securities LLC, and RBC Capital Markets, LLC as joint
book-running managers.
Arch Capital Group Ltd., a Bermuda-based company with approximately
$7.60 billion in capital at June 30, 2016, provides insurance and
reinsurance on a worldwide basis through its wholly owned subsidiaries.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of these
securities in any jurisdiction in which the offer, solicitation or sale
is not permitted. The offering is being made pursuant to the Company’s
effective shelf registration statement previously filed with the
Securities and Exchange Commission. This offering may be made only by
means of a prospectus, including a preliminary prospectus supplement,
forming a part of the effective registration statement.
You may obtain a copy of the preliminary prospectus supplement, the
final prospectus supplement, when available, and accompanying prospectus
from the Securities and Exchange Commission at www.sec.gov.
Alternatively, the underwriters may arrange to send you these documents
if you request them by contacting Wells Fargo Securities, LLC, 608 2nd
Avenue South, Suite 1000, Minneapolis, Minnesota 55402, Attention: WFS
Customer Service, by calling toll-free: (800) 645-3751 or by emailing: wfscustomerservice@wellsfargo.com;
Credit Suisse Securities (USA) LLC toll free at (800) 221-1037; Merrill
Lynch, Pierce, Fenner & Smith Incorporated toll-free at (800) 294-1322;
J.P. Morgan Securities LLC collect at (212) 834-4533; or RBC Capital
Markets, LLC, 200 Vesey Street, New York, New York, 10281, Attention:
Prospectus Department, by calling toll free at (866) 375-6829.
Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements. This release or any other
written or oral statements made by or on behalf of Arch Capital Group
Ltd. and its subsidiaries may include forward-looking statements, which
reflect our current views with respect to future events and financial
performance. All statements other than statements of historical fact
included in or incorporated by reference in this release are
forward-looking statements.
Forward-looking statements can generally be identified by the use of
forward-looking terminology such as "may," "will," "expect," "intend,"
"estimate," "anticipate," "believe" or "continue" or their negative or
variations or similar terminology. Forward-looking statements involve
our current assessment of risks and uncertainties. Actual events and
results may differ materially from those expressed or implied in these
statements. A non-exclusive list of the important factors that could
cause actual results to differ materially from those in such
forward-looking statements includes the following: the risk Arch may be
unable to obtain governmental and regulatory approvals required for the
proposed transaction, or required governmental and regulatory approvals
may delay the proposed transaction, the occurrence of any event, change
or other circumstances that could give rise to the termination of the
acquisition agreement; or could otherwise cause the failure of the
acquisition to close, the risk that a condition to the closing of the
proposed transaction may not be satisfied, the failure to obtain any
financing necessary to complete the acquisition, the outcome of any
legal proceedings, regulatory proceedings or enforcement matters that
may be instituted against Arch and others relating to the acquisition
agreement, the timing to consummate the proposed transaction, the
diversion of management time and attention on the transaction; adverse
general economic and market conditions; increased competition; pricing
and policy term trends; fluctuations in the actions of rating agencies
and our ability to maintain and improve our ratings; investment
performance; the loss of key personnel; the adequacy of our loss
reserves, severity and/or frequency of losses, greater than expected
loss ratios and adverse development on claim and/or claim expense
liabilities; greater frequency or severity of unpredictable natural and
man-made catastrophic events; the impact of acts of terrorism and acts
of war; changes in regulations and/or tax laws in the United States or
elsewhere; our ability to successfully integrate, establish and maintain
operating procedures as well as integrate the businesses we have
acquired or may acquire into the existing operations; changes in
accounting principles or policies; material differences between actual
and expected assessments for guaranty funds and mandatory pooling
arrangements; availability and cost to us of reinsurance to manage our
gross and net exposures; the failure of others to meet their obligations
to us; and other factors identified in our filings with the U.S.
Securities and Exchange Commission.
The foregoing review of important factors should not be construed as
exhaustive and should be read in conjunction with other cautionary
statements that are included herein or elsewhere. All subsequent written
and oral forward-looking statements attributable to us or persons acting
on our behalf are expressly qualified in their entirety by these
cautionary statements. We undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160922006305/en/
Arch Capital Group Ltd.
Mark D. Lyons, 441-278-9250
Source: Arch Capital Group Ltd.