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 31, 2022
AXIS CAPITAL HOLDINGS LIMITED
(Exact Name Of Registrant As Specified In Charter)
| Bermuda | 001-31721 | 98-0395986 | ||
| (State of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
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 | Trading Symbol(s) | Name of each exchange on which registered |
| Common shares, par value $0.0125 per share | AXS | New York Stock Exchange |
| Depositary Shares, each representing a 1/100th interest in a 5.50% Series E preferred share | AXS PRE | New York Stock Exchange |
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Surplus Insurance Company and AXIS Reinsurance Company (collectively, the “Companies”), each a subsidiary of AXIS Capital Holdings Limited, a Bermuda company, are parties to an aggregate $650 million letter of credit facility with Citibank Europe plc (the “$650 million Facility"). The $650 million Facility consists of: (i) a $500 million facility and (ii) a $150 million facility.
On March 31, 2022, the Companies amended the $150 million facility to extend the expiration date to March 31, 2023, with each letter of credit provided pursuant to such credit facility having a tenor not to extend beyond March 31, 2024.
The description of the amendment to the credit facility contained herein is qualified in its entirety by reference to the Deed of Amendment to the Committed Letter of Credit Facility, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant |
The disclosure required by this Item 2.03 is included in “Item 1.01 Entry into a Material Definitive Agreement,” which is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description of Document | |
| 10.1 | Deed of Amendment dated March 31, 2022 to Committed Letter of Credit Facility – Facility Number 2 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. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 31, 2022
| AXIS CAPITAL HOLDINGS LIMITED | ||
| By: | /s/ Conrad D. Brooks | |
| Conrad D. Brooks | ||
| General Counsel | ||
Exhibit 10.1
DEED OF AMENDMENT
Dated: 31 March 2022
Between:
| (1) | Citibank Europe plc (the “Bank”); |
| (2) | AXIS Specialty Limited (“ASL”); |
| (3) | AXIS Re SE (formerly, AXIS Re Limited); |
| (4) | AXIS Specialty Europe SE (formerly, AXIS Specialty Europe Limited); |
| (5) | AXIS Insurance Company; |
| (6) | AXIS Surplus Insurance Company; and |
| (7) | AXIS Reinsurance Company, |
(each a “Party” and together the “Parties”, and Parties (2), (3), (4), (5), (6) and (7) each a “Company” and together the “Companies”).
Re: Committed Letter of Credit Facility letter – Facility Number 2 dated 27 March 2017 and entered into among the Bank and the Companies, as amended on 28 March 2018, 28 March 2019, 28 March 2020 and 1 April 2021 (the “Committed Facility Number 2 Letter”)
| 1. | Background |
| 1.1. | The Parties have entered into the Committed Facility Number 2 Letter in connection with the Insurance Letters of Credit – Master Agreement (Form 3/CEP) dated 14 May 2010. |
| 1.2. | The Parties have agreed to certain further amendments to the Committed Facility Number 2 Letter as detailed in this Deed on and from the Effective Date (as defined below). |
| 1.3. | The terms and expressions defined in the Committed Facility Number 2 Letter shall have the same meanings when used in this Deed unless otherwise indicated. |
| 2. | Effective Date |
The amendments set out in this Deed shall take effect on and from 31 March 2022 (“Effective Date”).
| 3. | Amendments |
| With effect on and from the Effective Date, the Committed Facility Number 2 Letter shall be amended such that sub-paragraph 5.2(e) only (and not the paragraph following such sub-paragraph) shall be deleted and replaced with the following: |
“(e) the tenor of the Credit extends beyond 31st March 2024.”
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| 4. | Costs and expenses |
| Each Party shall bear its own costs and expenses in relation to the amendments agreed pursuant to the terms of this Deed. |
| 5. | Affirmation and acceptance |
| 5.1. | With effect from the Effective Date, the terms and conditions of the Committed Facility Number 2 Letter shall be read and construed by reference to this Deed and all references to the Committed Facility Number 2 Letter shall be deemed to incorporate the relevant amendments contained within this Deed and all references in the Committed Facility Number 2 Letter to “this Letter” and like references shall with effect from the Effective Date be references to the Committed Facility Number 2 Letter as amended by this Deed. |
| 5.2. | In the event of any conflict between the terms of this Deed and this Committed Facility Number 2 Letter, the terms of this Deed shall prevail. |
| 5.3. | For the avoidance of doubt, except as amended by the terms of this Deed, all of the terms and conditions of the Committed Facility Number 2 Letter shall continue to apply and remain in full force and effect. |
| 5.4. | The Companies shall, at the request of Bank, do all such acts necessary or desirable to give effect to the amendments effected or to be effected pursuant to the terms of this Deed. |
| 6. | Continuation of the Facility Documents |
The Parties agree that, on and after the Effective Date:
| (a) | each Facility Document (as defined in the Committed Facility Number 2 Letter) to which it is a party shall continue in full force and effect; and |
| (b) | each Pledge Agreement (as defined in the Committed Facility Number 2 Letter) to which it is a party shall continue to secure all liabilities which are expressed to be secured by it, and any security pledged thereunder shall extend to the Committed Facility Number 2 Letter, as amended pursuant to this Deed. |
| 7. | Facility Document |
The Parties designate this Deed as a Facility Document.
| 8. | Counterparts and effect as a deed |
This Deed may be executed in counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same agreement. This amendment shall take effect as a Deed notwithstanding it is signed under hand by Bank.
| 9. | Third party rights |
No person shall have any right to enforce any provision of this Deed under the Contracts (Rights of Third Parties) Act 1999.
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| 10. | Governing law |
This Deed (and any non-contractual obligation, dispute, controversy, proceedings or claim of whatever nature arising out of it or in any way relating to this Deed or its formation) shall be governed by and construed in accordance with English law. The Parties irrevocably submit the jurisdiction of the English Courts in respect of any dispute which may arise from or in connection with this Deed.
This Deed has been executed and delivered by the Companies as a deed and it has been signed by the Bank under hand, and shall take effect on and from the date specified above.
[Signatures follow]
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Signatories to the Deed of Amendment
| EXECUTED AS A DEED BY AXIS Specialty | Signed: | /s/ Peter J. Vogt | |
| Limited (“ASL”) | Name: | Peter J. Vogt | |
| Acting by a director | Title: | Director | |
| In the presence of | Signature of Witness: | /s/ Nancy Vogt | |
| Name of Witness: | Nancy Vogt | ||
| Address: | [Address] |
| EXECUTED AS A DEED BY AXIS Re SE (formerly | Signed: | /s/ Timothy Hennessy | |
| AXIS Re Limited) | Name: | Timothy Hennessy | |
| Acting by a director | Title | Director | |
| In the presence of | Signature of Witness: | /s/ Fintan Mullarkey | |
| Name of Witness: | Fintan Mullarkey | ||
| Address: | [Address] |
| EXECUTED AS A DEED BY AXIS Specialty | Signed: | /s/ Timothy Hennessy | |
| Europe SE (formerly, AXIS Specialty Europe Limited) | Name: | Timothy Hennessy | |
| Acting by a director | Title | Director | |
| In the presence of | Signature of Witness: | /s/ Fintan Mullarkey | |
| Name of Witness: | Fintan Mullarkey | ||
| Address: | [Address] |
| EXECUTED AS A DEED BY AXIS Insurance | Signed: | /s/ Andrew Weissert | |
| Company | Name: | Andrew Weissert | |
| Acting by a director | Title | Director | |
| In the presence of | Signature of Witness: | /s/ John French | |
| Name of Witness: | John French | ||
| Address: | [Address] |
| EXECUTED AS A DEED BY AXIS Surplus | Signed: | /s/ Andrew Weissert | |
| Insurance Company | Name: | Andrew Weissert | |
| Acting by a director | Title | Director | |
| In the presence of | Signature of Witness: | /s/ John French | |
| Name of Witness: | John French | ||
| Address: | [Address] |
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| EXECUTED AS A DEED BY AXIS Reinsurance | Signed: | /s/ Andrew Weissert | |
| Company | Name: | Andrew Weissert | |
| Acting by a director | Title | Director | |
| In the presence of | Signature of Witness: | /s/ John French | |
| Name of Witness: | John French | ||
| Address: | [Address] |
WE HEREBY CONFIRM OUR ACCEPTANCE ON BEHALF OF BANK:
For and on behalf of
Citibank Europe Plc
| By: | /s/ Niall Tuckey | |
| Name: | Niall Tuckey | |
| Title: | Director |
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