Arch Capital Group Ltd. Announces Closing of $200 Million Public Offering of Depositary Shares Representing Series F Preferre...
18 August 2017 - 6:09AM
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170817006003/en/
Arch Capital Group Ltd.Mark D. Lyons, (441) 278-9250
Arch Capital (NASDAQ:ACGL)
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