Arch Capital Group Ltd. Announces $950 Million Public Offering of Senior Notes
30 November 2016 - 9:08AM
Business Wire
Arch Capital Group Ltd. [NASDAQ:ACGL] announced today that the
pricing of an offering of $500,000,000 aggregate principal amount
of 4.011% senior notes due 2026 (2026 Notes) and $450,000,000
aggregate principal amount of 5.031% senior notes due 2046 (2046
Notes and, together with the 2026 Notes, the Notes) of its wholly
owned subsidiary Arch Capital Finance LLC. The Notes will be
unconditionally guaranteed by Arch Capital Group Ltd. The issuer
intends to use the net proceeds of this offering to fund a portion
of the cash consideration for the 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 anticipated
growth in our mortgage and other select businesses. The closing of
this offering is not contingent on the closing of the UGC
Acquisition. The offering is expected to close on December 8, 2016,
subject to customary closing conditions.
The offering is being led by Credit Suisse Securities (USA) LLC,
Barclays Capital Inc., J.P. Morgan Securities LLC, Lloyds
Securities Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, U.S. Bancorp Investments, Inc., Wells Fargo
Securities, LLC and BMO Capital Markets Corp., as joint
book-running managers.
Arch Capital Group Ltd., a Bermuda-based company with
approximately $8.24 billion in capital at September 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 Credit Suisse
Securities (USA) LLC toll free at (800) 221-1037; Barclays Capital
Inc. toll-free at (888) 603-5847; J.P. Morgan Securities LLC,
collect at (212) 834-4533; or Lloyds Securities Inc. at (212)
930-8956.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161129006333/en/
Arch Capital Group Ltd.Mark D. Lyons, 441-278-9250
Arch Capital (NASDAQ:ACGL)
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