Arch Capital Group Ltd. Announces Pricing of Secondary Public Offering of 6,381,410 Common Shares
09 June 2017 - 10:15PM
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170609005321/en/
Arch Capital Group Ltd.Mark D. Lyons, 441-278-9250
Arch Capital (NASDAQ:ACGL)
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