Arch Capital Group Ltd.
Depositary Shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of the Issuer’s 5.45% Non-Cumulative Preferred Shares, Series F (“Preferred Shares”)
Anticipated Preferred Shares Ratings ( S&P / Fitch ):*
BBB (Negative Outlook) / BBB (Stable Outlook)
$200,000,000 (8,000,000 Depositary Shares)
Up to $30,000,000 (1,200,000 Depositary Shares)
August 14, 2017
August 17, 2017 (T+3)
$25,000 per Preferred Share (equivalent to $25 per Depositary Share)
Dividend Payment Dates:
Holders of Preferred Shares will be entitled to receive dividend payments only when, as and if declared by the Issuer’s board of directors or a duly authorized committee of the board. Any such dividends will be payable from, and including, the date of original issue on a non-cumulative basis, quarterly in arrears on the last day of March, June, September and December of each year. If any date on which dividends would otherwise be payable is not a business day, then the dividend payment date will be the next succeeding business day with the same force and effect as if made on the original payment date, and no additional dividends shall accrue on the amount so payable from such date to such next succeeding business day. If declared, the first dividend payment date will be January 2, 2018 (since December 31, 2017 (the last day of the fiscal quarter) is not a business day). Distributions will be made in respect of the Depositary Shares if and to the extent dividends are paid on the related Preferred Shares.
5.45% per annum, only when, as and if declared
Except in specified circumstances relating to certain tax, regulatory or corporate events described in the preliminary prospectus supplement, the Preferred Shares are not redeemable prior to August 17, 2022. On and after that date, the Preferred Shares will be redeemable at the Issuer’s option, in whole or in part, at a redemption price of $25,000 per Preferred Share (equivalent to $25 per Depositary Share), plus any declared and unpaid dividends, without accumulation of any undeclared dividends to, but excluding, the date of redemption.
Public Offering Price:
$25 per Depositary Share; $200,000,000 total (or $230,000,000 if the underwriters exercise their over-allotment option in full)
$0.7875 per Depositary Share for retail orders: $6,300,000 total (or $7,245,000 if the underwriters exercise their over-allotment option in full) ; and $0.50 per Depositary Share for institutional orders: $0 total
Net Proceeds to the Issuer, before expenses:
$193,700,000 (or $222,755,000 if the underwriters exercise their over-allotment option in full)
We have applied to list the Depositary Shares on NASDAQ under the symbol “ACGLO.” If approved for listing, trading in the Depositary Shares is expected to commence within 30 days after the initial delivery.
CUSIP / ISIN of Depositary Shares:
Joint Book-Running Managers:
Merrill Lynch, Pierce, Fenner & Smith
Morgan Stanley & Co. LLC
Wells Fargo Securities, LLC
J.P. Morgan Securities LLC
BNY Mellon Capital Markets, LLC
Barclays Capital Inc.
BMO Capital Markets Corp.
Credit Suisse Securities (USA) LLC
Lloyds Securities Inc.
US Bancorp Investments, Inc.
Use of Proceeds:
We intend to use the net proceeds of this offering to redeem in part our outstanding Series C Non-Cumulative Preferred Shares.