Arch Capital Group Ltd.
Reopening of 4,000,000 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 (the “Series F Preferred Stock”). Upon settlement, the Depositary Shares will form part of the same series, and will be fungible with, the Issuer’s 9,200,000 issued and outstanding Depositary Shares, each representing a 1/1000th interest in a share of Series F Preferred Stock originally issued on August 17, 2017.
Anticipated Preferred Shares Ratings ( Moody's/ S&P / Fitch ):*
NR/ BBB / BBB
Size of Reopening:
$100,000,000 (4,000,000 Depositary Shares)
Aggregate amount outstanding of Series F preferred Stock post-reopening
$330,000,000 (13,200,000 Depositary Shares)
November 29, 2017
December 1, 2017 (T+2)
$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, August 17, 2017 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. The board of directors has declared the first dividend payment to 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 from August 17, 2017, 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:
$25.16 per Depositary Share; $100,640,000 total (including accrued dividends of $0.39 per Depositary Share)
$0.25 per Depositary Share; $1,000,000 total
Net Proceeds to the Issuer, after underwriting discounts, before expenses:
$99,640,000 (including accrued dividends of $1,560,000)
Upon closing, the Depositary Shares will be listed on NASDAQ under the symbol “ACGLO".
CUSIP / ISIN of Depositary Shares:
Joint Book-Running Managers:
Merrill Lynch, Pierce, Fenner & Smith
Wells Fargo Securities, LLC