8-K/AOther EventsExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K/A Report, Corporate Update (Dec 1, 2016)

Filed December 1, 2016For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed an 8-K on December 1, 2016, to provide additional financial information related to its previously announced planned acquisition of United Guaranty Corporation and AIG United Guaranty (Asia) Limited. This filing includes the historical audited and unaudited financial statements of United Guaranty, offering investors a deeper look into the target company's financial health and performance leading up to the potential transaction. Furthermore, the report incorporates preliminary unaudited pro forma condensed combined financial statements of ACGL, which present the combined entity's financial position and results of operations as if the acquisition had already occurred. While the acquisition is progressing, ACGL reiterates that the transaction has not yet been consummated, and there can be no assurance of its completion as contemplated. Investors should refer to the August 15, 2016 8-K for comprehensive details on the acquisition.

Key Highlights

  • 1Disclosure of historical financial statements for the acquisition target, United Guaranty Corporation and its Asian subsidiary.
  • 2Inclusion of preliminary unaudited pro forma condensed combined financial statements reflecting the potential impact of the United Guaranty acquisition on ACGL's financials.
  • 3Reiteration that the acquisition of United Guaranty has not yet been consummated.
  • 4Emphasis on the conditional nature of the transaction, with no assurance of completion.
  • 5Filing includes financial data as of September 30, 2016, and for periods ending September 30, 2016/2015, and year-end 2015.
  • 6References to prior SEC filings (August 15, 2016 8-K and Form S-3 prospectus supplement) for further acquisition details.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide investors with crucial financial statements (historical for United Guaranty and pro forma for the combined entity) related to Arch Capital Group's (ACGL) planned acquisition of United Guaranty Corporation and its Asian subsidiary. It supplements the initial announcement of the acquisition made on August 15, 2016.

No, the filing explicitly states that the acquisition of United Guaranty has not yet been consummated. There is no assurance that the transaction will be completed as planned.

For more comprehensive details regarding the acquisition, investors are directed to refer to ACGL's Current Report on Form 8-K dated August 15, 2016, and the prospectus supplement filed on December 1, 2016, pursuant to Rule 424(b)(2) to the Company’s Registration Statement on Form S-3 (Registration No. 333-202440).

This filing includes the historical audited and unaudited financial statements of United Guaranty as of September 30, 2016, and December 31, 2015, and for the nine months ended September 30, 2016 and 2015. It also includes preliminary unaudited pro forma condensed combined financial statements of ACGL, giving effect to the acquisition.