Current Report Filing (8-k)
June 19 2019 - 3:18PM
Edgar (US Regulatory)
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): June 19, 2019
AXIS CAPITAL HOLDINGS LIMITED
(Exact Name Of Registrant As Specified In Charter)
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Bermuda
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001-31721
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98-0395986
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(State of
Incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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92 Pitts Bay Road
Pembroke, Bermuda HM 08
(Address of principal executive offices, including zip code)
(441)
496-2600
(Registrants telephone number, including area code)
Not applicable
(Former
name or 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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR 240.13e(4)(c))
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Securities registered pursuant to
Section 12(b) of the Exchange Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common shares, par value $0.0125 per share
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AXS
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New York Stock Exchange
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5.50% Series D preferred shares
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AXS PRD
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New York Stock Exchange
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Depositary Shares, each representing a 1/100
th
interest in a 5.50% Series E preferred share
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AXS PRE
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
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. ☐
On June 19, 2019, AXIS Specialty Finance LLC, a Delaware limited liability company (AXIS Finance), and an indirect
whollyowned subsidiary of AXIS Capital Holdings Limited, a Bermuda exempted company (AXIS Capital), issued $300.0 million aggregate principal amount of its 3.900% Senior Notes due 2029 (the Notes), fully and
unconditionally guaranteed by AXIS Capital under a Senior Indenture, dated as of March 23, 2010, among AXIS Finance, as Issuer, AXIS Capital, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Trustee (the Senior
Indenture).
Interest on the Notes is payable semi-annually in arrears on January 15 and July 15 of each year, commencing
January 15, 2020. The Notes, unless previously redeemed, will mature on July 15, 2029. A copy of the form of Note is attached hereto as Exhibit 4.1.
Legal opinions relating to the validity of the Notes and the related guarantees are attached as Exhibits 5.1 and 5.2 to this report.
This Current Report on Form
8-K
is being filed for the purpose of filing the attached documents in
connection therewith as exhibits to the Registration Statement, which was filed with the Securities and Exchange Commission on November 22, 2016, and such exhibits are hereby incorporated by reference into the Registration Statement.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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.
Dated: June 19, 2019
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AXIS CAPITAL HOLDINGS LIMITED
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By:
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/s/ Conrad D. Brooks
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Conrad D. Brooks
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General Counsel
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