PEMBROKE, Bermuda–(BUSINESS WIRE)–AXIS Capital Holdings Limited (“AXIS Capital”) (NYSE:AXS) today
announced that it has priced an offering of 22,000,000 depositary
shares, each representing a 1/100th ownership interest in a
share of its 5.50% Series E Preferred Shares, par value $0.0125 per
share and a liquidation preference of $2,500.00 per share (equivalent to
$25 per depositary share), or $550,000,000 in aggregate liquidation
preference, at a price of $25 per depositary share. Each depositary
share entitles the holder, through the depositary, to a proportional
fractional interest in all rights, powers and preferences of the Series
E Preferred Share represented by the depositary share. AXIS Capital has
also granted the underwriters a 30-day option to purchase up to
2,000,000 additional depositary shares. The offering was made pursuant
to an effective shelf registration statement and is expected to close on
November 7, 2016, subject to customary closing conditions.
Dividends on the Series E Preferred Shares will be payable on a
non-cumulative basis only when, as and if declared by our board of
directors at a rate equal to 5.50% of the liquidation preference per
annum. Upon the payment of any dividends on the Series E Preferred
Shares, holders of depositary shares will receive a related
AXIS Capital intends to apply to list the depositary shares on The New
York Stock Exchange under the symbol “AXSprE.” AXIS Capital expects
that, if the application is approved, trading of the depositary shares
on the NYSE will commence within a 30-day period after initial delivery
of the depositary shares.
AXIS Capital intends to use the net proceeds from the offering to redeem
or repurchase all of its outstanding 6.875% Series C Preferred Shares,
par value $0.0125 per share and a liquidation preference of $25 per
share, equivalent to $400 million in aggregate liquidation preference,
which are redeemable at AXIS Capital’s option at a price of $25.00 per
share, plus declared and unpaid dividends, if any. Alternatively, AXIS
Capital may repurchase all or a portion of the outstanding Series C
Preferred Shares through privately negotiated purchases, open market
transactions or otherwise. AXIS Capital intends to use any remaining net
proceeds for general corporate purposes, which may include the
repurchase of a portion of its outstanding common shares pursuant to its
previously authorized share repurchase program.
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co.
LLC, UBS Securities LLC and Wells Fargo Securities, LLC acted as Joint
Book-Running Managers in the offering.
In no event will the information contained in this press release
regarding the depositary shares and the Series E Preferred Shares
represented thereby constitute an offer to sell or a solicitation of an
offer to buy any depositary shares or any other securities of AXIS
Capital, nor shall there be any sale of the depositary shares in any
jurisdiction in which the offer or sale is not permitted. This offering
may be made only by means of a prospectus supplement and accompanying
prospectus. You may obtain a copy of the preliminary prospectus
supplement, the final prospectus supplement, when available, and the
prospectus from the SEC website at www.sec.gov.
Alternatively, the underwriters will arrange to send you these documents
if you request them by contacting Merrill Lynch, Pierce, Fenner & Smith
Incorporated, NC1-004-03-43, at 200 North College Street, 3rd Floor,
Charlotte, NC 28255-001, Attention: Prospectus Department, by emailing [email protected],
or by calling toll-free: (800) 294-1322, Morgan Stanley & Co. LLC at 180
Varick Street, New York, New York 10014, Attention: Prospectus Delivery
Department, by calling: (800) 584-6837 or by emailing: [email protected],
UBS Securities LLC at 1285 Avenue of the Americas, New York, New York
10019, Attention: Prospectus Specialist or by calling (888) 827-7275 or
Wells Fargo Securities, LLC at 608 2nd Avenue South, Suite
1000, Minneapolis, Minnesota 55402, Attention: WFS Customer Service, by
calling toll-free: (800) 645-3751 or by emailing: [email protected].
This press release does not constitute a notice of redemption or an
obligation to issue a notice of redemption.
AXIS Capital is a Bermuda-based global provider of specialty lines
insurance and treaty reinsurance with shareholders’ equity at September
30, 2016 of $6.0 billion and locations in Bermuda, the United States,
Europe, Singapore, Middle East, Canada and Latin America. Its operating
subsidiaries have been assigned a rating of “A+” (“Strong”) by Standard
& Poor’s and “A+” (“Superior”) by A.M. Best.
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements within the meaning of
the U.S. federal securities laws. Forward-looking statements contained
in this release include our expectations regarding market conditions and
information regarding our estimates of losses related to natural
disasters. We intend these forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements in the U.S.
federal securities laws. In some cases, these statements can be
identified by the use of forward-looking words such as “may,” “should,”
“could,” “anticipate,” “estimate,” “expect,” “plan,” “believe,”
“predict,” “potential,” “outlook,” “seeks,” “approximately” and
“intend.” Forward-looking statements only reflect our expectations and
are not guarantees of performance. These statements involve risks,
uncertainties and assumptions. Actual events or results may differ
materially from our expectations. Accordingly there are or will be
important factors that could cause actual outcomes or results to differ
materially from those indicated in this press release. We believe these
factors include but are not limited to those described under the caption
“Risk Factors” set forth in our most recent report on Form 10-K and
other documents on file with the Securities and Exchange Commission.
These factors should not be construed as exhaustive. We undertake no
obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.