Summary
Arch Capital Group Ltd. (ACGL) filed an 8-K on August 27, 2007, primarily to report on the conclusion of a shareholder rights agreement. This agreement was tied to holdings by funds affiliated with Hellman & Friedman LLC, which had previously distributed all their ACGL shares to their partners and ceased to be shareholders. Consequently, their rights under the shareholder agreement, including restrictions on share repurchases and dividends, and the ability to designate directors, have terminated.
Key Highlights
- 1Termination of shareholder rights agreement following Hellman & Friedman funds' divestment of ACGL shares.
- 2No longer any ownership of ACGL shares by funds affiliated with Hellman & Friedman LLC as of May 15, 2007.
- 3Cessation of restrictions on ACGL's share repurchases and dividend payments previously governed by the shareholder agreement.
- 4Cessation of rights for Hellman & Friedman funds to designate directors on ACGL's Board.
- 5Resignation of Jeffrey Goldstein from the ACGL Board of Directors, effective August 23, 2007, who was previously a designee of the Hellman & Friedman funds.
Frequently Asked Questions
The main event is the termination of the shareholder rights agreement between Arch Capital Group Ltd. and funds affiliated with Hellman & Friedman LLC, due to the latter no longer holding any ACGL shares.
The termination removes restrictions previously imposed by the agreement on ACGL's ability to repurchase its own shares and make dividend payments. It also ends the Hellman & Friedman funds' right to designate directors.
Jeffrey Goldstein was a designee of the Hellman & Friedman funds on the ACGL Board of Directors. He resigned on August 23, 2007, following the termination of the shareholder agreement and the divestment of shares by the Hellman & Friedman funds.
The Hellman & Friedman funds distributed all their remaining common shares of ACGL to their partners on May 15, 2007, and following this distribution, they no longer owned any shares.