|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
AXIS CAPITAL HOLDINGS LIMITED (Name of Issuer) |
Common Shares, par value $0.0125 per share (Title of Class of Securities) |
G0692U109 (CUSIP Number) |
Jacqueline Giammarco Stone Point Capital LLC, 20 Horseneck Lane Greenwich, CT, 06830 (203) 862-2900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/03/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | G0692U109 |
| 1 |
Name of reporting person
T-VIII PubOpps LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,543,170.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
* The calculation of the percentages herein are based on 83,655,404 Common Shares outstanding as of October 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on October 30, 2024.
SCHEDULE 13D
|
| CUSIP No. | G0692U109 |
| 1 |
Name of reporting person
T-VIII PubOpps GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,543,170.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* The calculation of the percentages herein are based on 83,655,404 Common Shares outstanding as of October 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on October 30, 2024.
SCHEDULE 13D
|
| CUSIP No. | G0692U109 |
| 1 |
Name of reporting person
Trident VIII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,543,170.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
* The calculation of the percentages herein are based on 83,655,404 Common Shares outstanding as of October 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on October 30, 2024.
SCHEDULE 13D
|
| CUSIP No. | G0692U109 |
| 1 |
Name of reporting person
Trident Capital VIII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,543,170.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
* The calculation of the percentages herein are based on 83,655,404 Common Shares outstanding as of October 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on October 30, 2024.
SCHEDULE 13D
|
| CUSIP No. | G0692U109 |
| 1 |
Name of reporting person
Stone Point Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,543,170.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
* The calculation of the percentages herein are based on 83,655,404 Common Shares outstanding as of October 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on October 30, 2024.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares, par value $0.0125 per share | |
| (b) | Name of Issuer:
AXIS CAPITAL HOLDINGS LIMITED | |
| (c) | Address of Issuer's Principal Executive Offices:
92 Pitts Bay Road, Pembroke,
BERMUDA
, HM 08. | |
Item 1 Comment:
This Amendment No. 2 (the "Amendment") amends the Schedule 13D initially filed on August 20, 2020 with the Securities and Exchange Commission and amended on August 28, 2020 (as amended, the "Schedule 13D") by T-VIII PubOpps LP, a Delaware limited partnership ("T8"), T-VIII PubOpps GP LLC, a Delaware limited liability company ("T8 GP"), Trident VIII, L.P., a Cayman Islands exempted limited partnership ("Trident VIII"), Trident Capital VIII, L.P., a Cayman Islands exempted limited partnership ("Trident VIII GP") (collectively, the "Stone Point Partnerships"), and Stone Point Capital LLC, a Delaware limited liability company ("Stone Point" and, together with the Stone Point Partnerships, the "Reporting Persons"). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented to include the following information.
On February 3, 2025, T8 agreed to sell 2,234,636 Common Shares of AXIS Capital Holdings Limited, a Bermuda corporation (the "Issuer"), to the Issuer at a price of $89.50 per Common Share pursuant to a stock purchase agreement, dated as of February 3, 2025 (the "Stock Purchase Agreement"), by and among the Issuer and T8.
The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, which is filed as Exhibit B hereto and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
Each of the Reporting Persons is the beneficial owner of 4,543,170 Common Shares, representing approximately 5.4% of the outstanding Common Shares, based on 83,655,404 Common Shares outstanding as of October 25, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed on October 30, 2024. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated as follows:
The responses of each of the Reporting Persons with respect to Rows 7, 8, 9 and 10 of the cover pages of this Amendment that relate to the number of Common Shares as to which each of the persons or entities referenced in Item 2 of the Schedule 13D has sole or shared power to vote or to direct the vote of and sole or shared power to dispose of or to direct the disposition of are incorporated herein by reference. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated as follows:
Except as otherwise described in Item 4 of this Amendment, each of the Reporting Persons reports that it has not effected any transactions in Common Shares in the past 60 days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented to include the following information:
The information set forth in Item 4 of this Amendment is hereby incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
A. Joint Filing Agreement, dated August 20, 2020 (incorporated by reference to Exhibit A to the Schedule 13D filed on August 20, 2020).
B. Stock Purchase Agreement, dated February 3, 2025, among AXIS Capital Holdings Limited and T-VIII PubOpps LP (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed on February 3, 2025). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|