HAMILTON, Bermuda--(BUSINESS WIRE)--
Arch Capital Group Ltd. [NASDAQ:ACGL] announced today an underwritten
public secondary offering of 6,381,410 common shares by certain selling
shareholders affiliated with American International Group, Inc.
(collectively, the “Selling Shareholder”) has priced. The public
offering price is $92.50 per common share for an aggregate public
offering price of $590,280,425. The underwriters have been granted a
30-day option to purchase up to an additional 957,210 common shares from
the Selling Shareholder at the public offering price less underwriting
discounts and commissions. Proceeds from the sale of common shares
pursuant to the public offering will be received by the Selling
Shareholder. The Company will not receive any proceeds from the sale of
common shares pursuant to the public offering. The offering is expected
to close on June 14, 2017, subject to customary closing conditions.
The offering is being led by Barclays Capital Inc. and Wells Fargo
Securities, LLC as joint book-running managers.
Arch Capital Group Ltd., a Bermuda-based company with approximately
$10.84 billion in capital at March 31, 2017, writes 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 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 Barclays Capital Inc. c/o Broadridge
Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, Barclaysprospectus@broadridge.com,
(888) 603-5847 or Wells Fargo Securities, LLC, Attention: Equity
Syndicate Department, 375 Park Avenue, New York, New York, 10152, at
(800) 326-5897 or email a request to cmclientsupport@wellsfargo.com.
Cautionary Note Regarding Forward-Looking Statements
The Private Securities Litigation Reform Act of 1995 (“PSLRA”) 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, for purposes of PSLRA or otherwise, can
generally be identified by the use of forward-looking terminology such
as "may," "will," "expect," "intend," "estimate," "anticipate,"
"believe" or "continue" and similar statements of a future or
forward-looking nature 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.
Important factors that could cause actual events or results to differ
materially from those indicated in such forward-looking statements
include the following: our ability to successfully implement our
business strategy during “soft” as well as “hard” markets; acceptance of
our business strategy, security and financial condition by rating
agencies and regulators, as well as by brokers and our insureds and
reinsureds; the integration of United Guaranty and any other businesses
we have acquired or may acquire into our existing operations; our
ability to maintain or improve our ratings, which may be affected by our
ability to raise additional equity or debt financings, by ratings
agencies’ existing or new policies and practices, as well as other
factors described herein; general economic and market conditions
(including inflation, interest rates, foreign currency exchange rates,
prevailing credit terms and the depth and duration of a recession) and
conditions specific to the reinsurance and insurance markets (including
the length and magnitude of the current “soft” market) in which we
operate; competition, including increased competition, on the basis of
pricing, capacity (including alternative forms of capital), coverage
terms or other factors; developments in the world’s financial and
capital markets and our access to such markets; our ability to
successfully enhance, integrate and maintain operating procedures
(including information technology) to effectively support our current
and new business; the loss of key personnel; accuracy of those estimates
and judgments utilized in the preparation of our financial statements,
including those related to revenue recognition, insurance and other
reserves, reinsurance recoverables, investment valuations, intangible
assets, bad debts, income taxes, contingencies and litigation, and any
determination to use the deposit method of accounting, which for a
relatively new insurance and reinsurance company, like our company, are
even more difficult to make than those made in a mature company since
relatively limited historical information has been reported to us
through March 31, 2017; greater than expected loss ratios on business
written by us and adverse development on claim and/or claim expense
liabilities related to business written by our insurance and reinsurance
subsidiaries; severity and/or frequency of losses; claims for natural or
man-made catastrophic events in our insurance or reinsurance business
could cause large losses and substantial volatility in our results of
operations; acts of terrorism, political unrest and other hostilities or
other unforecasted and unpredictable events; availability to us of
reinsurance to manage our gross and net exposures and the cost of such
reinsurance; the failure of reinsurers, managing general agents, third
party administrators or others to meet their obligations to us; the
timing of loss payments being faster or the receipt of reinsurance
recoverables being slower than anticipated by us; our investment
performance, including legislative or regulatory developments that may
adversely affect the fair value of our investments; changes in general
economic conditions, including new or continued sovereign debt concerns
in Eurozone countries or downgrades of U.S. securities by credit rating
agencies, which could affect our business, financial condition and
results of operations; the volatility of our shareholders’ equity from
foreign currency fluctuations, which could increase due to us not
matching portions of our projected liabilities in foreign currencies
with investments in the same currencies; losses relating to aviation
business and business produced by a certain managing underwriting agency
for which we may be liable to the purchaser of our prior reinsurance
business or to others in connection with the May 5, 2000 asset sale
described in our periodic reports filed with the SEC; changes in
accounting principles or policies or in our application of such
accounting principles or policies; changes in the political environment
of certain countries in which we operate or underwrite business;
statutory or regulatory developments, including as to tax policy and
matters and insurance and other regulatory matters such as the adoption
of proposed legislation that would affect Bermuda-headquartered
companies and/or Bermuda-based insurers or reinsurers and/or changes in
regulations or tax laws applicable to us, our subsidiaries, brokers or
customers; and other factors identified in our filings with the U.S.
Securities and Exchange Commission.
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. 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. 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/20170609005321/en/
Arch Capital Group Ltd.
Mark D. Lyons, 441-278-9250
Source: Arch Capital Group Ltd.