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
August 30, 2021
Date of Report (Date of earliest event reported)
Arch Capital Group Ltd.
(Exact name of registrant as specified in its charter)
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| Bermuda | | 001-16209 | | 98-0374481 |
(State or other
jurisdiction of
incorporation or
organization) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(441) 278-9250
N/A
(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 (see General Instruction A.2. below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Exchange Act:
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| Title of each class | | Trading Symbol (s) | | Name of each exchange on which registered |
| Common shares, $0.0011 par value per share | | ACGL | | NASDAQ | Stock Market |
| Depositary shares, each representing a 1/1,000th interest in a 5.25% Series E preferred share | | ACGLP | | NASDAQ | Stock Market |
| Depositary shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share | | ACGLO | | NASDAQ | Stock Market |
| Depositary shares, each representing a 1/1,000th interest in a 4.55% Series G preferred share | | ACGLN | | NASDAQ | Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
ITEM 8.01 Other Events.
On August 30, 2021, Arch Capital Group Ltd. (the “Company”) announced that it has called for redemption on September 30, 2021 (the “Redemption Date”), of all of its outstanding 5.25% Series E Non-Cumulative Preferred Shares (the “Series E Preferred Shares”), represented by 18,000,000 depositary shares each of which represents a 1/1,000th interest in a Series E Preferred Share (the “Depositary Shares” and together with the Series E Preferred Shares, the “Shares”). A copy of the press release announcing the redemption is attached to this Current Report on Form 8-K as Exhibit 99.1.
The Series E Preferred Shares will be redeemed at a redemption price equal to $25,000 per Series E Preferred Share (or $25.00 per Depositary Share) (the “Redemption Price”). The Redemption Price will be paid on the Redemption Date to holders of record of the Shares on the Redemption Date. In addition, the record holders of the Shares as of September 15, 2021, will receive the previously announced dividend for the third quarter of 2021 of $328.125 per Series E Preferred Share (or $0.328125 per Depositary Share), which will be paid on the Redemption Date.
ITEM 9.01 Financial Statements and Exhibits.
(d): The following exhibits are being filed herewith.
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| EXHIBIT NO. | | DESCRIPTION |
| 99.1 | | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | ARCH CAPITAL GROUP LTD. |
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| Date: August 30, 2021 | By: | /s/ François Morin |
| | | Name: | François Morin |
| | | Title: | Executive Vice President, Chief Financial Officer and Treasurer |
