SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 2, 2021
Date of Report (Date of earliest event reported)
Arch Capital Group Ltd.
(Exact name of registrant as specified in its charter)
|Bermuda|| ||001-16209|| ||98-0374481|
|(State or other|
| ||(Commission File Number)|| ||(I.R.S. Employer|
Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(Former name or former address, if changed since last report)
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|
|Depositary shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share|
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. o
ITEM 1.01 Entry into a Material Definitive Agreement.
On June 2, 2021, Arch Capital Group Ltd. (the “Company”) entered into a Purchase Agreement pursuant to which the Company agreed to sell, and the underwriters named therein agreed to purchase, subject to and upon terms and conditions set forth therein, 20,000,000 depositary shares (the Depositary Shares), each of which represents a 1/1,000th interest in a share of its 4.550% Non-Cumulative Preferred Shares, Series G. The public offering price is $25 per Depositary Share for an aggregate public offering price of $500,000,000. The offering was made pursuant to an effective shelf registration statement and is expected to close on June 11, 2021. A copy of the Purchase Agreement is attached to this Current Report on Form 8-K as Exhibit 1.01 and is incorporated herein by reference.
ITEM 8.01 Other Events.
On June 2, 2021, the Company issued a press release announcing the pricing of its underwritten public offering of the Depositary Shares. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
ITEM 9.01 Financial Statements and Exhibits.
(d): The following exhibits are being filed herewith.
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: June 3, 2021||By:||/s/ François Morin|
| || ||Name:||François Morin|
| || ||Title:||Executive Vice President, Chief Financial Officer and Treasurer|