Current Report Filing (8-k)
April 01 2020 - 4:46PM
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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 28, 2020
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 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
(Registrant's 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):
¨ 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:
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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Depositary
Shares, each representing a 1/100th 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. ¨
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Item 1.01
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Entry into a Material Definitive Agreement
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On March 28, 2020, AXIS Specialty Limited,
AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Surplus Insurance Company and AXIS Reinsurance Company (the
“Companies”) amended their existing $250 million secured letter of credit facility under their aggregate $750 million
secured letter of credit facility with Citibank Europe plc (the $250 Million Facility) to extend the expiration date to March 31,
2021 for letters of credit with a tenor not to extend beyond March 31, 2022. The terms and conditions of the additional $500 million
secured letter of credit facility under the aggregate $750 million secured letter of credit facility with Citibank Europe plc remain
unchanged. The Companies are subsidiaries of AXIS Capital Holdings Limited, a Bermuda company.
The description of the $250 Million Facility
contained herein is qualified in its entirety by reference to the Deed of Amendment to the Committed Facility Letter which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
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The disclosure required by this item is
included in “Item 1.01. Entry into a Material Definitive Agreement,” which is incorporated by reference.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit
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Number
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Description of Document
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10.1
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Deed of Amendment dated March 28, 2020 to Committed Facility Letter dated March 27, 2017, as amended, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 1, 2020
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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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