UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) — March 16, 2015
ACE Limited
(Exact name of registrant as specified in its charter)
| Switzerland | 1-11778 | 98-0091805 | ||
| (State or other jurisdiction) | (Commission File Number) | (I.R.S. Employer of Incorporation Identification No.) |
Bärengasse 32
Zurich, Switzerland CH-8001
(Address of principal executive offices)
Registrant’s telephone number, including area code: +41 (0)43 456 76 00
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On March 9, 2015, ACE INA Holdings Inc. agreed to sell in a public offering $800 million of 3.150% Senior Notes due 2025. The notes will be fully and unconditionally guaranteed by ACE Limited.
Attached as Exhibits 1.1 and 1.2 are copies of the underwriting agreement and terms agreement relating to such public offering. Attached as Exhibit 4.1 is the form of the notes. Attached as Exhibits 5.1 and 5.2 are certain opinions related to the notes.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 1.1 | Underwriting Agreement, dated as of March 9, 2015, between ACE INA Holdings Inc., ACE Limited and the underwriters named in the related terms agreement | |
| 1.2 | Terms Agreement, dated as of March 9, 2015, between ACE INA Holdings Inc., ACE Limited and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters | |
| 4.1 | Form of Global Notes for the 3.150% Senior Notes due 2025 | |
| 5.1 | Opinion of Bär & Karrer AG | |
| 5.2 | Opinion of Mayer Brown LLP | |
| 23.1 | Consent of Bär & Karrer AG (included in Exhibit 5.1) | |
| 23.2 | Consent of Mayer Brown LLP (included in Exhibit 5.2) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACE LIMITED | ||||
| By: | /s/ Philip V. Bancroft | |||
| Name: | Philip V. Bancroft | |||
| Title: | Chief Financial Officer | |||
DATE: March 16, 2015
EXHIBIT INDEX
Number | Description | Method of Filing | ||
| 1.1 | Underwriting Agreement, dated as of March 9, 2015, between ACE INA Holdings Inc., ACE Limited and the underwriters named in the related terms agreement | Furnished herewith | ||
| 1.2 | Terms Agreement, dated as of March 9, 2015, between ACE INA Holdings Inc., ACE Limited and Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters | Furnished herewith | ||
| 4.1 | Form of Global Note for the 3.150% Senior Notes due 2025 | Furnished herewith | ||
| 5.1 | Opinion of Bär & Karrer AG | Furnished herewith | ||
| 5.2 | Opinion of Mayer Brown LLP | Furnished herewith | ||
| 23.1 | Consent of Bär & Karrer AG | Included in Exhibit 5.1 | ||
| 23.2 | Consent of Mayer Brown LLP | Included in Exhibit 5.2 | ||