8-KCorporate ChangesExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K Report, Bylaw Amendment (Feb 2, 2006)

Filed February 2, 2006For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed an 8-K on February 2, 2006, to report on the consummation of its public offering of 8,000,000 Series A Non-Cumulative Preferred Shares. These shares have a liquidation preference of $25.00 per share and an 8.00% dividend rate. This filing marks a significant event for the company as it expands its capital structure through this preferred stock issuance. For investors, this event signals a move by Arch Capital to raise capital, potentially for growth initiatives or to strengthen its balance sheet. The 8.00% dividend rate on the preferred shares offers a fixed income component for investors holding these securities, though the non-cumulative nature means missed dividend payments are not recouped. Investors should review the Certificate of Designation, referenced in this filing and previously filed with the SEC, for full details on the terms, rights, and preferences associated with these Series A Preferred Shares.

Key Highlights

  • 1Arch Capital Group Ltd. (ACGL) completed a public offering of 8,000,000 Series A Non-Cumulative Preferred Shares on February 1, 2006.
  • 2The Series A Non-Cumulative Preferred Shares have a liquidation preference of $25.00 per share.
  • 3The dividend rate for the Series A Non-Cumulative Preferred Shares is 8.00%.
  • 4The company adopted a Certificate of Designation for these preferred shares, which was appended to its Bye-laws.
  • 5This filing serves as a notification of a material corporate event, specifically the issuance of new preferred stock.
  • 6The terms of the Series A Non-Cumulative Preferred Shares are detailed in the company's Prospectus Supplement dated January 25, 2006, incorporated by reference.
  • 7Exhibit 4.1 contains the Certificate of Designation for the Series A Non-Cumulative Preferred Shares.

Frequently Asked Questions

This 8-K filing was made to report the consummation of Arch Capital Group Ltd.'s public offering of 8,000,000 Series A Non-Cumulative Preferred Shares on February 1, 2006.

The Series A Non-Cumulative Preferred Shares have a liquidation preference of $25.00 per share and an annual dividend rate of 8.00%. Importantly, the dividends are non-cumulative, meaning any missed dividend payments are not accumulated and paid later.

More detailed information regarding the Series A Non-Cumulative Preferred Shares, including their specific terms, rights, and preferences, can be found in the Company's Prospectus Supplement dated January 25, 2006, which is incorporated by reference into this 8-K filing. The Certificate of Designation (Exhibit 4.1) also provides specific details.

The Certificate of Designation formally establishes the terms and conditions of the Series A Non-Cumulative Preferred Shares, including their dividend rights, liquidation preference, and any other specific rights granted to holders. It was adopted and appended to the company's Bye-laws in accordance with Bermuda law.