Summary
This Form 8-K reports the closing of the previously announced merger between ACE Limited and The Chubb Corporation, effective January 14, 2016. Following the merger, ACE Limited has been renamed Chubb Limited and will trade on the NYSE under the ticker symbol "CB", replacing the former Chubb Corporation's ticker. The transaction was structured as a reverse triangular merger where an ACE subsidiary merged with Chubb Corporation, and Chubb Corporation became an indirect subsidiary of ACE. Former Chubb Corporation shareholders received a combination of cash and ACE Limited shares for their holdings. This filing also details the assumption of Chubb Corporation's debt obligations by an ACE subsidiary, ACE INA Holdings Inc., with Chubb Limited providing a guarantee for these obligations. This includes senior notes and debentures totaling approximately $2.3 billion and subordinated capital securities of $1 billion. The company's name change to Chubb Limited and amendments to its articles of association to reflect the increased share capital were also finalized and filed in Switzerland.
Key Highlights
- 1Completion of the merger between ACE Limited and The Chubb Corporation, effective January 14, 2016.
- 2ACE Limited has been renamed Chubb Limited and its shares now trade on the NYSE under the ticker symbol "CB".
- 3Former Chubb Corporation shareholders received 0.6019 ACE shares and $62.93 in cash per share.
- 4The aggregate consideration for the acquisition was approximately $29.5 billion ($15.2 billion in stock and $14.3 billion in cash).
- 5Chubb Corporation's existing debt, including $2.3 billion in senior notes and debentures and $1 billion in subordinated capital securities, has been assumed by ACE INA Holdings Inc., with Chubb Limited providing a guarantee.
- 6Four directors from the former Chubb Corporation have joined the Chubb Limited Board of Directors.
- 7Amendments to Chubb Limited's Articles of Association were filed to reflect the increased share capital and the new company name.