Current Report Filing (8-k)
04 April 2019 - 10:32PM
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): April 3, 2019
AXIS
CAPITAL HOLDINGS LIMITED
(Exact Name Of Registrant As Specified
In Charter)
Bermuda
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001-31721
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98-0395986
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(State or other jurisdiction of
Incorporation)
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(Commission File Number)
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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
(Registrant’s telephone number, including
area code)
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
(see General Instruction A.2 below):
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¨
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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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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-(4)(c))
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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 (§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.
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Item 1.01
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Entry Into a Material Definitive Agreement.
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On April 3, 2019, AXIS
Capital Holdings Limited (the “Company”) and AXIS Specialty Finance PLC, a public company limited by shares incorporated
under the laws of England and Wales and an indirect wholly–owned subsidiary of the Company (“AXIS Finance”),
entered into a first supplemental indenture (the “First Supplemental Indenture”) among AXIS Finance, as issuer, the
Company, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to the senior
indenture, dated as of March 13, 2014 (the “Indenture”) relating to $250,000,000 aggregate principal amount of 5.150%
Senior Notes due 2045 (the “2045 Senior Notes”) issued by AXIS Finance and fully and unconditionally guaranteed by
the Company.
The changes described
below were made to permit the 2045 Senior Notes to qualify as Tier 3 ancillary capital under eligible capital requirements of the
Bermuda Monetary Authority. Because this amendment does not materially adversely affect the interests of the holders of 2045 Senior
Notes, the First Supplemental Indenture was entered into without consent of any holders of 2045 Senior Notes. The First Supplemental
relates to the 2045 Senior Notes only and does not affect any other series of securities issued under the Indenture.
The 2045 Senior Notes
originally provided that the 2045 Senior Notes are redeemable at any time at the option of AXIS Finance at a redemption price equal
to a make-whole premium or, in the event that, as a result of certain tax law changes, AXIS Finance or the Company becomes obligated
to pay additional amounts with respect to the 2045 Senior Notes, at par, plus in each case, accrued and unpaid interest. The First
Supplemental Indenture limits this optional redemption right to provide that the 2045 Senior Notes are not redeemable at the option
of AXIS Finance on or before March 13, 2017, except in the limited circumstances set forth in the First Supplemental Indenture
and prior to maturity unless certain conditions are satisfied.
The First Supplemental
Indenture also clarifies, for the avoidance of doubt, that the 2045 Senior Notes are free of encumbrances and that neither the
Indenture nor the 2045 Senior Notes contain any terms or conditions designed to accelerate or induce the Company or any of its
subsidiary’s insolvency or effect similar proceedings.
Holders of 2045 Senior
Notes should note that the 2045 Senior Notes do not in any way give rise to any rights of set-off against any claims and obligations
of the Company, AXIS Finance or any of the Company’s regulated operating subsidiaries to any holder or creditor.
HSBC Securities (USA)
Inc. provided financial advisory services to the Company in connection with the evaluation of certain regulatory capital matters
relating to the 2045 Senior Notes.
This description of
the First Supplemental Indenture and related matters is not complete and is qualified in its entirety by the actual terms of the
First Supplemental Indenture, a copy of which is incorporated herein by reference and attached hereto as Exhibit 4.1.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit Number
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Description of Document
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4.1
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First Supplemental Indenture, dated as of April 3, 2019, among AXIS Specialty Finance PLC, AXIS Capital Holdings Limited and The Bank of New York Mellon Trust Company, N.A., relating to the 5.150% Senior Notes due 2045.
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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: April 4, 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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