HAMILTON, Bermuda--(BUSINESS WIRE)--
Arch Capital Group Ltd. [NASDAQ: ACGL] announced today that it has
closed an underwritten public offering of 8,000,000 Depositary Shares,
each of which represents a 1/1,000th interest in a 5.45%
Non-Cumulative Preferred Share, Series F, of ACGL. The public offering
price is $25 per Depositary Share for an aggregate public offering price
of $200 million. The underwriters have been granted a 30-day
over-allotment option to purchase up to an additional 1,200,000
Depositary Shares. The Company intends to use the net proceeds of this
offering to redeem in part its outstanding Series C Non-Cumulative
Preferred Shares. The Depositary Shares have been approved for listing
on NASDAQ under the symbol “ACGLO.”
On or after August 17, 2022, the Company may redeem all or a portion of
the Series F Preferred Shares at a redemption price equal to $25,000 per
Series F Preferred Share (equivalent to $25 per Depositary Share), plus
declared and unpaid dividends, if any, to, but excluding, the date of
redemption.
The offering was led by Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC and
J.P. Morgan Securities LLC as joint book-running managers.
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.
Arch Capital Group Ltd., a Bermuda-based company with approximately
$11.13 billion in capital at June 30, 2017, provides insurance,
reinsurance and mortgage insurance 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 prospectus supplement, forming a part
of the effective registration statement.
You may obtain a copy of the final prospectus supplement 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 Merrill Lynch, Pierce, Fenner & Smith
Incorporated, NC1-004-03-43, 200 North College Street, 3rd floor,
Charlotte, NC 28255-0001, Attn: Prospectus Department or by emailing dg.prospectus_requests@baml.com;
Morgan Stanley, 180 Varick Street, 2nd Floor, New York, New York 10014,
Attention: Prospectus Department; Wells Fargo Securities, LLC, 608 2nd
Avenue South, Suite 1000, Minneapolis, MN 55402, Attn: WFS Customer
Service, by calling toll-free: 1-800-645-3751 or by emailing: wfscustomerservice@wellsfargo.com;
or J.P. Morgan Securities LLC, 383 Madison Avenue, New York, New York
10179 Attention: Investment Grade Syndicate Desk - 3rd floor or by
calling (212) 834-4533.
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: 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/20170817006003/en/
Arch Capital Group Ltd.
Mark D. Lyons, (441) 278-9250
Source: Arch Capital Group Ltd.