8-KMaterial AgreementsOther EventsExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K Report, Material Agreement (Jun 3, 2021)

Filed June 3, 2021For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) announced on June 3, 2021, through an 8-K filing, the pricing of a public offering of 20,000,000 depositary shares. Each depositary share represents a 1/1,000th interest in the Company's 4.550% Non-Cumulative Preferred Shares, Series G. The offering is priced at $25 per depositary share, resulting in an aggregate gross proceeds of $500 million. This offering is being conducted under an effective shelf registration statement and is expected to close on June 11, 2021. The proceeds from this offering will likely be used for general corporate purposes, which could include bolstering capital, funding future growth opportunities, or other strategic initiatives. Investors should note the preferred nature of these securities and their non-cumulative dividend feature.

Key Highlights

  • 1ACGL priced a public offering of 20,000,000 depositary shares.
  • 2Each depositary share represents a 1/1,000th interest in 4.550% Non-Cumulative Preferred Shares, Series G.
  • 3The public offering price is $25 per depositary share.
  • 4The aggregate gross proceeds from the offering are expected to be $500 million.
  • 5The offering is made under an effective shelf registration statement.
  • 6The offering is expected to close on June 11, 2021.
  • 7The filing includes the Purchase Agreement and a press release announcing the offering.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report Arch Capital Group Ltd.'s entry into a material definitive agreement concerning a public offering of depositary shares and to announce the pricing of this offering.

Depositary shares are securities that represent a unit of interest in a preferred stock or common stock of a corporation. In this case, each depositary share represents a 1/1,000th interest in one share of Arch Capital's 4.550% Non-Cumulative Preferred Shares, Series G.

The 'Non-Cumulative' feature means that if Arch Capital misses a dividend payment on these preferred shares, the missed dividend is not accumulated. The company would not be obligated to pay these missed dividends at a later date. Dividends are only paid if and when declared by the company's board of directors.

A shelf registration statement allows a company to register securities in advance that it may wish to sell in the future. This means that the regulatory groundwork has already been laid, allowing the company to quickly offer and sell these securities when market conditions are favorable, as they have done here.