8-KCorporate ChangesOther EventsExhibits & Filings

ARCH CAPITAL GROUP LTD. 8-K Report, Bylaw Amendment (Jun 11, 2021)

Filed June 11, 2021For Securities:ACGLACGLNACGLO

Summary

Arch Capital Group Ltd. (ACGL) filed an 8-K on June 11, 2021, to report on the consummation of its public offering of 20,000,000 Depositary Shares. Each Depositary Share represents a 1/1,000th interest in a 4.550% Non-Cumulative Preferred Share, Series G. This offering effectively raises capital through the issuance of preferred equity, which is a significant event for investors as it impacts the company's capital structure and future dividend payments. The filing includes the adoption of a Certificate of Designations for these new preferred shares, outlining their specific terms and conditions under Bermuda law. Furthermore, a Deposit Agreement has been established with American Stock Transfer & Trust Company, LLC, detailing the rights and responsibilities associated with the Depositary Shares and their corresponding depositary receipts. Investors should note the fixed dividend rate of 4.550% and the non-cumulative nature of these preferred shares.

Key Highlights

  • 1Arch Capital Group Ltd. successfully completed a public offering of 20,000,000 Depositary Shares.
  • 2Each Depositary Share represents a 1/1,000th interest in a 4.550% Non-Cumulative Preferred Share, Series G.
  • 3The company adopted a Certificate of Designations for the Series G Preferred Shares, detailing the terms of this new preferred stock.
  • 4A Deposit Agreement was entered into with American Stock Transfer & Trust Company, LLC, governing the Depositary Shares.
  • 5The filing indicates the company has secured additional capital through the issuance of preferred equity.
  • 6The preferred shares carry a fixed dividend rate of 4.550%.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report the consummation of Arch Capital Group Ltd.'s public offering of 20,000,000 Depositary Shares, representing interests in its 4.550% Non-Cumulative Preferred Shares, Series G.

The newly issued preferred shares are designated as 4.550% Non-Cumulative Preferred Shares, Series G. Each Depositary Share represents a 1/1,000th interest in one of these preferred shares, and they carry a fixed dividend rate of 4.550%. Importantly, the dividends are non-cumulative, meaning any missed dividend payments are not carried forward.

American Stock Transfer & Trust Company, LLC is acting as the depositary, registrar, transfer agent, dividend disbursing agent, and redemption agent for the Depositary Shares. They manage the administration and transfer of these shares on behalf of the company and its holders.

This offering represents an issuance of preferred equity, which increases the company's capital base without diluting common shareholders' voting rights in the same way as common stock issuance. It provides the company with additional funds for its operations or strategic initiatives, while also establishing a fixed dividend obligation.