8-KOther EventsExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K Report, Corporate Update (Jun 14, 2017)

Filed June 14, 2017For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed an 8-K on June 14, 2017, to report the consummation of a secondary offering of 6,381,410 common shares. These shares were issued upon conversion of the company's Series D Convertible Participating Non-Voting Perpetual Preferred Shares. The offering was conducted by American International Group, Inc. and its affiliate, National Union Fire Insurance Company of Pittsburgh, Pa., acting as the selling shareholders. Importantly, Arch Capital Group, Ltd. itself did not receive any proceeds from this sale, as it was an offering by existing shareholders.

Key Highlights

  • 1Consummation of a secondary offering of 6,381,410 ACGL common shares on June 14, 2017.
  • 2Shares offered were converted from ACGL's Series D Convertible Participating Non-Voting Perpetual Preferred Shares.
  • 3The offering was executed by American International Group, Inc. and National Union Fire Insurance Company of Pittsburgh, Pa. as selling shareholders.
  • 4Arch Capital Group, Ltd. (ACGL) will not receive any proceeds from this secondary offering.
  • 5The offering was conducted under a Purchase Agreement dated June 8, 2017, with specified underwriters.
  • 6A legal opinion regarding the validity of the common shares is attached as Exhibit 5.1.
  • 7A press release announcing the closing of the offering is included as Exhibit 99.1.

Frequently Asked Questions

This 8-K filing was made to report the consummation of a secondary public offering of Arch Capital Group's common shares, which were converted from preferred shares. It also serves to attach relevant exhibits such as a legal opinion and a press release.

No, Arch Capital Group, Ltd. will not receive any proceeds from this secondary offering. The offering was conducted by existing shareholders (AIG and its affiliate) selling their shares.

The shares were sold by American International Group, Inc. and its affiliate, National Union Fire Insurance Company of Pittsburgh, Pa., who were the selling shareholders in this secondary offering.

The offering consisted of 6,381,410 common shares of Arch Capital Group, Ltd., which were issued upon the conversion of the company's Series D Convertible Participating Non-Voting Perpetual Preferred Shares.