Document
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
FORM 8-K
 
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
May 15, 2020
Date of Report (Date of earliest event reported)
 
Arch Capital Group Ltd.
(Exact name of registrant as specified in its charter)
 
Bermuda
98-0374481
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
Waterloo House, Ground Floor
 
100 Pitts Bay Road,
Pembroke
HM 08,
Bermuda
(441)
278-9250
(Address of principal executive offices)
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
 
Trading Symbol (s)
 
Name of each exchange on which registered
Common shares, $0.0011 par value per share
 
ACGL
 
NASDAQ
 Stock Market
Depositary shares, each representing a 1/1,000th interest in a 5.25% Series E preferred share
 
ACGLP
 
NASDAQ
 Stock Market
Depositary shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share
 
ACGLO
 
NASDAQ
 Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  



ITEM 8.01    Other Events.

Preferred Share Dividends. On May 15, 2020, the Board of Directors (the “Board”) of Arch Capital Group Ltd. (“ACGL”) declared dividends with respect to the outstanding 18,000,000 depositary shares, each representing a 1/1000th interest in a share of 5.25% Non-Cumulative Preferred Shares, Series E, $0.01 per share (“Series E Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on June 30, 2020 to holders of record of the Series E Shares, as of June 15, 2020, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date. In addition, the Board declared dividends with respect to the Series E Shares, to be payable out of lawfully available funds for the payment of dividends under Bermuda law on September 30, 2020 to holders of record of the Series E Shares, as of September 15, 2020, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date.
Series
Effective Date for Declaration
Dividend Period
Dividend Amount
Rate Per Share
Series E
6/30/20
3/31/20-6/29/20

$5,906,250

$0.328125
Series E
9/30/20
6/30/20-9/29/20

$5,906,250

$0.328125

In addition, on May 15, 2020, the Board of ACGL declared dividends with respect to the outstanding 13,200,000 depositary shares, each representing a 1/1000th interest in a share of 5.45% Non-Cumulative Preferred Shares, Series F, $0.01 per share (“Series F Shares”), with a $25,000 liquidation preference per share (equivalent to a $25.00 liquidation preference per depositary share), as outlined below. All such dividends will be payable out of lawfully available funds for the payment of dividends under Bermuda law on June 30, 2020 to holders of record of the Series F Shares, as of June 15, 2020, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date. In addition, the Board declared dividends with respect to the Series F Shares, to be payable out of lawfully available funds for the payment of dividends under Bermuda law on September 30, 2020 to holders of record of the Series F Shares, as of September 15, 2020, unless determined otherwise by the Board or the Executive Committee of the Board on or prior to the effective date.

Series
Effective Date for Declaration
Dividend Period
Dividend Amount
Rate Per Share
Series F
6/30/20
3/31/20-6/29/20

$4,496,250


$0.340625

Series F
9/30/20
6/30/20-9/29/20

$4,496,250


$0.340625





SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ARCH CAPITAL GROUP LTD.
 
 
 
 
 
 
Date: May 15, 2020
By:
/s/ François Morin
 
 
Name:
François Morin
 
 
Title:
Executive Vice President, Chief Financial Officer and Treasurer


v3.20.1
Document and Entity Information
May 15, 2020
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date May 15, 2020
Entity Registrant Name Arch Capital Group Ltd.
Entity Incorporation, State or Country Code D0
Entity Tax Identification Number 98-0374481
Entity Address, Address Line One Waterloo House, Ground Floor
Entity Address, Address Line Two 100 Pitts Bay Road,
Entity Address, City or Town Pembroke
Entity Address, Postal Zip Code HM 08,
Entity Address, Country BM
City Area Code (441)
Local Phone Number 278-9250
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Listings [Line Items]  
Entity Emerging Growth Company false
Entity Central Index Key 0000947484
Amendment Flag false
Entity File Number 001-16209
Common shares  
Entity Listings [Line Items]  
Title of 12(b) Security Common shares, $0.0011 par value per share
Trading Symbol ACGL
Security Exchange Name NASDAQ
Depositary Series E Preferred Shares  
Entity Listings [Line Items]  
Title of 12(b) Security Depositary shares, each representing a 1/1,000th interest in a 5.25% Series E preferred share
Trading Symbol ACGLP
Security Exchange Name NASDAQ
Depositary Series F Preferred Shares  
Entity Listings [Line Items]  
Title of 12(b) Security Depositary shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share
Trading Symbol ACGLO
Security Exchange Name NASDAQ