8-KMaterial AgreementsOther EventsExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K Report, Material Agreement (Jun 12, 2017)

Filed June 12, 2017For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed an 8-K on June 12, 2017, to report a significant underwritten public offering of its common shares. This offering involves the sale of 6,381,410 common shares by American International Group, Inc. and its affiliate, National Union Fire Insurance Company of Pittsburgh, Pa. (the Selling Shareholders), which are convertible from ACGL's Series D Convertible Participating Non-Voting Perpetual Preferred Shares. The offering is priced at $92.50 per share, generating an aggregate public offering price of approximately $590.3 million.

Key Highlights

  • 1Selling Shareholders (AIG entities) are selling 6,381,410 common shares of ACGL.
  • 2The shares being sold are convertible from ACGL's Series D Convertible Participating Non-Voting Perpetual Preferred Shares.
  • 3The offering is an underwritten public offering with a price of $92.50 per common share.
  • 4The total gross proceeds for the offering are approximately $590.3 million.
  • 5ACGL itself will not receive any proceeds from this share sale; the proceeds go directly to the selling shareholders.
  • 6Underwriters have an option to purchase an additional 957,210 common shares from one of the selling shareholders.
  • 7The offering is being conducted under an effective shelf registration statement and is expected to close on June 14, 2017.

Frequently Asked Questions

American International Group, Inc. and National Union Fire Insurance Company of Pittsburgh, Pa. are selling their holdings of Arch Capital Group Ltd. common shares. The filing does not explicitly state the reason for the sale, but it is being conducted as an underwritten public offering.

No, Arch Capital Group Ltd. (ACGL) will not receive any proceeds from this sale. The proceeds from the sale of the common shares will go directly to the Selling Shareholders (AIG entities).

The total public offering price for the 6,381,410 common shares is $92.50 per share, resulting in an aggregate public offering price of approximately $590.3 million.

The offering was expected to close on June 14, 2017.