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
 
June 8, 2017
Date of Report (Date of earliest event reported)
 
Arch Capital Group Ltd.
(Exact name of registrant as specified in its charter)
 
Bermuda
 
001-16209
 
N/A
(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):
 
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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      o
 
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





ITEM 1.01     Entry into a Material Definitive Agreement .
On June 8, 2017, Arch Capital Group Ltd. (“ ACGL ”) and American International Group, Inc. and certain AIG subsidiaries ( “AIG” ) entered into Amendment No. 1 (the “ Amendment ”) to the Investor Rights Agreement (the “ Investor Rights Agreement ”) dated as of December 31, 2016 to amend the restrictions on transfers of the 1,276,282 shares of ACGL’s convertible non-voting common-equivalent preference shares owned by AIG (the “ Convertible Preferred Shares ”). The Convertible Preferred Shares were issued to AIG as part of the consideration in the previously announced acquisition by ACGL of United Guaranty Corporation. Pursuant to the certificate of designations for the Convertible Preferred Shares and in accordance with the terms and conditions set forth therein, each Convertible Preferred Share is convertible into ten common shares of ACGL.
Pursuant to the Amendment, ACGL will permit AIG to transfer: (i) 638,141 Convertible Preferred Shares from and after June 8, 2017, and up to an additional 95,721 of the Convertible Preferred Shares to the extent that the several underwriters exercise the option to purchase additional securities expected to be granted pursuant to an underwritten secondary offering of AGCL common shares issuable upon conversion of the Convertible Preferred Shares by AIG and (ii) any and all of the Convertible Preferred Shares from and after January 15, 2018, subject to certain exceptions, and in each case subject to the terms and conditions of the Investor Rights Agreement. All other terms of the Investor Rights Agreement remain in effect.
The foregoing is a summary of certain material terms of the Investor Rights Agreement and the Amendment, and is qualified in its entirety by reference to the full text of the form of Investor Rights Agreement and the Amendment, respectively, a copy of which in the case of the Investor Rights Agreement was filed as Exhibit 4.7 to ACGL’s Annual Report on Form 10-K filed on March 1, 2017 and in the case of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K, in each case incorporated herein by reference.

ITEM 9.01     Financial Statements and Exhibits .
See exhibit index.

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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.
 
 
ARCH CAPITAL GROUP LTD.
 
 
 
 
 
 
Date: June 8, 2017
By:
/s/ Mark D. Lyons
 
 
Name:
Mark D. Lyons
 
 
Title:
Executive Vice President, Chief Financial Officer and Treasurer


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EXHIBIT INDEX
EXHIBIT NO .
DESCRIPTION
10.1
Amendment No. 1 to the Investor Rights Agreement dated June 8, 2017, filed herewith.


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Exhibit 10.1
AMENDMENT NO. 1
TO THE INVESTOR RIGHTS AGREEMENT

This AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT, dated June 8, 2017 (this “ Amendment ”), is made by Arch Capital Group Ltd., an exempted company with limited liability registered under the laws of Bermuda (together with its successors and permitted assigns, the “ Company ”), American International Group, Inc., a Delaware corporation (the “ Parent ”), American Home Assurance Company, a New York corporation (“ AHAC ”), Lexington Insurance Company, a Delaware corporation (“ Lexington ”), and National Union Fire Insurance Company of Pittsburgh, Pa., a Pennsylvania corporation (“ NUFIC ”). Capitalized terms not defined herein shall have the meanings set forth in the Investor Rights Agreement, dated December 31, 2016 (the “ Agreement ”), by and between the Company and the Parent.
WHEREAS, pursuant to the Joinders to the Agreement, dated January 18, 2017, by AHAC, Lexington and NUFIC, the parties hereto are parties to the Agreement, pursuant to which the parties have agreed to certain terms and conditions concerning the Parent’s and other Investors’ relationships with and investments in the Company, including the 1,276,282 Company Series D Preferred Shares convertible into 12,762,820 Company Common Shares (such Company Series D Preferred Shares, together with such Company Common Shares issuable by way of conversion thereof, the “ Convertible Preferred Shares ”) acquired by the Parent on December 31, 2016 pursuant to the Stock Purchase Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement in accordance with Section 4.6 thereof, as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendments to Agreement .
1.1.      Amendments to Section 2.1 .
(i)      Section 2.1 of the Agreement is hereby amended by amending and restating Subsection 2.1(a) in its entirety as follows:
(a)    Other than Permitted Transfers, neither the Parent nor any Investor shall Transfer any Convertible Preferred Shares until January 15, 2018 (such date, the “ Restricted Period Termination Date ”); provided that the Parent or any other Investor may Transfer any Convertible Preferred Shares, not counting Convertible Preferred Shares that are Transferred pursuant to a Permitted Transfer, up to an aggregate amount equal to 638,141 of the Original Convertible Preferred Shares during the First Restricted Period, and up to an additional 95,721 of the Original Convertible Preferred Shares during the First Restricted Period to the extent that the several underwriters exercise the option to purchase additional securities expected to be granted to the underwriters pursuant to a Purchase Agreement between the Company, the Parent, the Investors party thereto and the several underwriters party thereto providing for an offering and sale of Company Common Shares by the Parent and one or more other Investors.
(ii)      Section 2.1 of the Agreement is hereby amended by deleting the words “or the Twelve-Month Restricted Period” in Section 2.1(c).






1.2.      Amendments to Section 4.6 .
(i)     The definition of “Six-Month Restricted Date” is hereby amended and restated in its entirety as follows:
First Restricted Date ” means the date of Amendment No. 1 to this Agreement.
(ii)     The definition of “Six-Month Restricted Period” is hereby amended and restated in its entirety as follows:
First Restricted Period ” means the period from and including the First Restricted Date to and including the date prior to the Restricted Period Termination Date.
(iii)     The definitions of “Twelve-Month Restricted Date” and “Twelve-Month Restricted Period” and all references in the Agreement thereto are hereby deleted.
1.3.      Other Amendments .
(i)     The Agreement is hereby amended by replacing all occurrences of the term “Six-Month Restricted Date” with “First Restricted Date”.
(ii)     The Agreement is hereby amended by replacing all occurrences of the term “Six-Month Restricted Period” with “First Restricted Period”.
2.      Miscellaneous . Any reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall hereafter be deemed to refer to the Agreement as hereby amended. Except as expressly amended herein, the parties hereto hereby agree and acknowledge that all of the terms and provisions set forth in the Agreement remain in full force and effect in all respects. To the extent of any inconsistency between the provisions of this Amendment and the provisions of the Agreement, the terms of this Amendment shall govern. This Amendment shall be governed and construed in accordance with the Agreement.
3.      General Provisions . The provisions of Sections 4.2 ( Notices ), 4.4 ( No Partnership ), 4.5 ( Memorandum of Association ), 4.6 ( Amendments and Waivers ), 4.8 ( Assignment ), 4.9 ( Severability ), 4.11 ( Entire Agreement ), 4.12 ( Governing Law; Arbitration; Waiver of Jury Trial ), 4.14 ( Specific Performance ) and 4.15 ( No Third Party Beneficiaries ) of the Agreement shall apply to this Amendment mutatis mutandis .
4.      Counterparts . This Amendment may be signed in any number of counterparts (including by facsimile or PDF), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when the parties hereto shall have received a counterpart hereof signed by each other party hereto.
Signature Page Follows


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IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed by its authorized representatives as of the day and year first above written.
 
AMERICAN INTERNATIONAL GROUP, INC.

 
By:
AIG Asset Management (U.S.), LLC, its investment advisor
 
 
 
 
By:
/s/ Douglas A. Dachille
 
 
Name:
Douglas A. Dachille
 
 
Title:
Executive Vice President and Chief Investment Officer
 
AMERICAN HOME ASSURANCE COMPANY


 
By:
AIG Asset Management (U.S.), LLC, its investment advisor
 
 
 
 
By:
/s/ Douglas A. Dachille
 
 
Name:
Douglas A. Dachille
 
 
Title:
Executive Vice President and Chief Investment Officer

 
LEXINGTON INSURANCE COMPANY

 
By:
AIG Asset Management (U.S.), LLC, its investment advisor
 
 
 
 
By:
/s/ Douglas A. Dachille

 
 
Name:
Douglas A. Dachille
 
 
Title:
Executive Vice President and Chief Investment Officer


 
NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA.


 
By:
AIG Asset Management (U.S.), LLC, its investment advisor
 
 
 
 
By:
/s/ Douglas A. Dachille
 
 
Name:
Douglas A. Dachille

 
 
Title:
Executive Vice President and Chief Investment Officer





[Signature Page to Investor Rights Agreement Amendment]




 
ARCH CAPITAL GROUP LTD.



 
 
 
 
 
 
 
By:
/s/ Mark D. Lyons
 
 
Name:
Mark D. Lyons
 
 
Title:
Executive Vice President, Chief Financial Officer and Treasurer



    


[Signature Page to Investor Rights Agreement Amendment]