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 1, 2015 (March 31, 2015)

 

 

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))

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

and

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

On March 31, 2015, certain subsidiaries of AXIS Capital Holdings Limited (the “Company”) entered into an amendment to the Company’s $750 million secured letter of credit facility with Citibank Europe plc (“the Credit Facility”) pursuant to amendments to the Committed Facility Letter and the Facility Fee Letter (the “Amendment”).

The Amendment reduces the maximum aggregate utilization capacity of the Credit Facility from $750,000,000 to $500,000,000. All other material terms and conditions remain unchanged.

The description of the amendment described herein is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibits 10.1 and 10.2 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

Exhibit
Number

  

Description of Document

10.1    Amendment to Committed Facility Letter dated March 31, 2015, 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.
10.2    Amendment to Facility Fee Letter dated March 31, 2015, 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.

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, 2015

 

AXIS CAPITAL HOLDINGS LIMITED

By:

/s/ Richard T. Gieryn, Jr.

Richard T. Gieryn, Jr.
General Counsel

EXHIBIT INDEX

 

Exhibit
Number

  

Description of Document

10.1    Amendment to Committed Facility Letter dated March 31, 2015, 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.
10.2    Amendment to Facility Fee Letter dated March 31, 2015, 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.

Exhibit 10.1

 

1 North Wall Quay

Dublin 1

Ireland

T +353 1 622 2000

F +353 1 622 2222

LOGO

 

Niall Tuckey Citibank Europe plc
Vice President 1 North Wall Quay
ILOC Product Dublin 1, Ireland
Tel     +353 (1) 622 7430
Fax     +353 (1) 622 2741
Niall.Tuckey@Citi.com

 

FROM:

Citibank Europe plc (the “ Bank ”)

TO:

AXIS Specialty Limited (“ ASL ”); AXIS Re SE; AXIS Specialty Europe SE; AXIS Insurance Company; AXIS Surplus Insurance Company; and AXIS Reinsurance Company (the “ Companies ”; each, a “ Company ”)

DATE:

31 March 2015

Ladies and Gentlemen,

Committed Facility Letter dated 14 May 2010 between (1) the Bank and (2) the Companies regarding a committed letter of credit facility in a maximum aggregate amount of USD 750,000,000 as amended by Letter Amendments from time to time and most recently on 20 November 2013, and as may be further amended, varied, supplemented, novated or assigned from time to time (the “Committed Facility Letter”).

 

1. We refer to the Committed Facility Letter. Capitalised terms used in this letter shall have the meanings given to them in the Committed Facility Letter (including where defined in the Committed Facility Letter by reference to another document).

 

2. The Bank and the Companies agree, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, that as effective from the date of this letter:

 

  (i) Section 2 of the Committed Facility Letter shall be amended and restated in its entirety as follows:

“The Facility shall be in a maximum aggregate amount of USD 500,000,000 (Five hundred million United States dollars) (the “Aggregate Facility Limit”) comprising three tranches as follows:

 

  (a) a committed letter of credit issuance tranche having a sub-limit of USD 179,000,000 (one hundred seventy-nine million United States dollars) to be utilised for Credit(s) denominated in a currency other than Australian dollars or New Zealand dollars (“Tranche I”);

 

  (b) a committed letter of credit issuance tranche having a sub-limit of USD 191,000,000 (one hundred ninety-one million United States dollars) to be utilised for Credit(s) denominated in a currency other than Australian dollars or New Zealand dollars (“Tranche II”); and

 

  (c) a committed letter of credit issuance tranche having a sub-limit of USD 130,000,000 (one hundred and thirty million United States dollars) to be utilised for Credit(s) denominated in Australian dollars or New Zealand dollars (“Tranche III”),

(each such sub-limit being a “Tranche Sub-Limit” and each of Tranche I, Tranche II and Tranche III being a “Tranche”).

Should the Companies wish to reduce the Aggregate Facility Limit or any Tranche Sub-Limit, it may do so upon written notification to the Bank. The notification (the “Notification”) must (i) specifically reference this Letter and (ii) clearly state the new facility limit that is to apply to the relevant Tranche Sub-Limit or the Aggregate Facility Limit, as applicable (“the New Limit”). The New Limit will take effect as a revised Tranche Sub-Limit or the Aggregate Facility Limit, as applicable, five Business Days following receipt, by the Bank, of the Notification;

 

Citibank Europe plc

Directors: Aidan M Brady, Breffni Byrne, Jim Farrell, Bo J. Hammerich (Sweden), Mary Lambkin, Marc Luet (France), Rajesh Mehta (India),

Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Zdenek Turek (Czech Republic), Francesco Vanni d’Archirafi (Italy), Tony Woods.

Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.

Ultimately owned by Citigroup Inc., New York, U.S.A.

Citibank Europe plc is regulated by the Central Bank of Ireland

LOGO

 

3. Except as expressly amended by this letter, the Committed Facility Letter remains unmodified and in full force and effect. In the event of a conflict or inconsistency between the terms of this letter and the terms of the Committed Facility Letter, the terms of this letter shall prevail.

 

4. ASL confirms that, on and after the date of this letter, the Pledge Agreement remains in full force and effect notwithstanding the amendments effected by this letter to the Committed Facility Letter and shall continue to secure the obligations of ASL and its affiliates under the Facility Documents.

 

5. This letter 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 letter and any non-contractual obligations arising in connection with it shall be governed by English law and the provisions of Section 14 ( Governing Law ) of the Committed Facility Letter shall be incorporated, with any necessary changes, as if set out in full in this letter.

 

6. Please indicate your agreement to the foregoing by countersigning the attached copy of this letter and returning the same to us.

 

For and on behalf of

Citibank Europe plc

/s/ Niall Tuckey

Name: Niall Tuckey
Title: Director

We agree to the terms set out in this letter.

 

For and on behalf of

AXIS Specialty Limited

/s/ Jose Osset

Name: Jose Osset
Title: SVP, Treasurer

 

For and on behalf of

AXIS Re SE

/s/ Tim Hennessy

Name: Tim Hennessy
Title: CEO, Director

 

Citibank Europe plc

Directors: Aidan M Brady, Breffni Byrne, Jim Farrell, Bo J. Hammerich (Sweden), Mary Lambkin, Marc Luet (France), Rajesh Mehta (India),

Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Zdenek Turek (Czech Republic), Francesco Vanni d’Archirafi (Italy), Tony Woods.

Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.

Ultimately owned by Citigroup Inc., New York, U.S.A.

Citibank Europe plc is regulated by the Central Bank of Ireland

LOGO

 

For and on behalf of

AXIS Specialty Europe SE

/s/ Tim Hennessy

Name: Tim Hennessy
Title: CEO, Director

 

For and on behalf of

AXIS Insurance Company

/s/ Andrew Weissert

Name: Andrew Weissert
Title: SVP, General Counsel

 

For and on behalf of

AXIS Surplus Insurance Company

/s/ Andrew Weissert

Name: Andrew Weissert
Title: SVP, General Counsel

 

For and on behalf of

AXIS Reinsurance Company

/s/ Andrew Weissert

Name: Andrew Weissert
Title: SVP, General Counsel

 

Citibank Europe plc

Directors: Aidan M Brady, Breffni Byrne, Jim Farrell, Bo J. Hammerich (Sweden), Mary Lambkin, Marc Luet (France), Rajesh Mehta (India),

Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Zdenek Turek (Czech Republic), Francesco Vanni d’Archirafi (Italy), Tony Woods.

Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.

Ultimately owned by Citigroup Inc., New York, U.S.A.

Citibank Europe plc is regulated by the Central Bank of Ireland

Exhibit 10.2

 

1 North Wall Quay

Dublin 1

Ireland

T +353 1 622 2000

F +353 1 622 2222

LOGO

 

Niall Tuckey Citibank Europe plc
Director 1 North Wall Quay
ILOC Product Dublin 1, Ireland
Tel     +353 (1) 622 7430
Fax     +353 (1) 622 2741
Niall.Tuckey@Citi.com

 

FROM:

Citibank Europe plc (the “ Issuing Bank ”)

TO:

AXIS Specialty Limited; AXIS Re SE; AXIS Specialty Europe SE; AXIS Insurance Company; AXIS Surplus Insurance Company and AXIS Reinsurance Company ( the “Applicants” )

DATE:

31 March 2015

Ladies and Gentlemen,

Facility Fee Letter dated 14 May 2010 between (1) the Issuing Bank and (2) the Applicants regarding a committed letter of credit facility of USD 750,000,000 as amended by Letter Amendments from time to time and most recently on 14 June 2013, and as may be amended, varied, supplemented, novated or assigned as the case may be (the “Facility Fee Letter”)

 

  1. We refer to the Facility Fee Letter. Defined terms used in this letter shall have the meanings given to them in the Facility Fee Letter (including where defined in the Facility Fee Letter by reference to another document).

 

  2. The Issuing Bank and the Applicants agree, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, that as effective from the date of this letter:

 

  (i) Clause 6 of the Facility Fee Letter shall be amended and restated in its entirety as follows:

Commitment fee

 

  (a) The Applicants shall (jointly and severally) pay to the Issuing Bank an ongoing fee in respect of the unutilised portion of the Facility (For the avoidance of doubt this includes Tranche (I) $179,000,000, Tranche (II) $191,000,000 and Tranche (III) $130,000,000; provided that the Applicants shall have the right to reduce the size of the Facility at any time with both Tranche (I), Tranche (II) and Tranche (III) and all sub limits being reduced on a pro rata basis for the time being of the facility from the start of the Facility for the period starting on and including the date of the Master Agreement and ending on and including the Facility end date. The Fee shall be calculated as follows:

 

Tranche (I) – Facility amount $179,000,000

Utilisation less than 50%

- Fee 75bps per annum

Utilisation 50% or greater, but less than 75%

- Fee 50bps per annum

 

Citibank Europe plc

Directors: Aidan M Brady, Breffni Byrne, Jim Farrell, Bo J. Hammerich (Sweden), Mary Lambkin, Marc Luet (France), Rajesh Mehta (India),

Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Zdenek Turek (Czech Republic), Francesco Vanni d’Archirafi (Italy), Tony Woods.

Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.

Ultimately owned by Citigroup Inc., New York, U.S.A.

Citibank Europe plc is regulated by the Central Bank of Ireland

LOGO

 

Utilisation equal to or greater than 75%

- Fee 25bps per annum

Tranche (II) – Facility amount $191,000,000

Any level of utilisation

- Fee 15bps per annum

Tranche (III) – Facility amount $130,000,000

Any level of utilisation

- Fee 20bps per annum

 

  (b) Such fee shall be calculated on a daily basis using a year of 360 days.

 

  (c) Such fee shall be payable quarterly in arrears as follows: The first such fee shall be calculated on the first Quarter Date which falls after the date of the Master Agreement, and thereafter on each Quarter Date. All fees shall be payable 5 Business Days after receipt of the invoice detailing such fees.

 

  (d) No such fee shall be refundable by the Issuing Bank in any circumstances.

 

  3. Except as expressly amended by this letter, the Facility Fee Letter remains unmodified and in full force and effect. In the event of a conflict or inconsistency between the terms of this letter and the terms of the Facility Fee Letter, the terms of this letter shall prevail.

 

  4. This letter 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 letter and any non-contractual obligations arising in connection with it shall be governed by English law.

 

  5. Please indicate your agreement to the foregoing by countersigning the attached copy of this letter and returning the same to us.

[signature pages follow]

 

Citibank Europe plc

Directors: Aidan M Brady, Breffni Byrne, Jim Farrell, Bo J. Hammerich (Sweden), Mary Lambkin, Marc Luet (France), Rajesh Mehta (India),

Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Zdenek Turek (Czech Republic), Francesco Vanni d’Archirafi (Italy), Tony Woods.

Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.

Ultimately owned by Citigroup Inc., New York, U.S.A.

Citibank Europe plc is regulated by the Central Bank of Ireland

LOGO

 

For and on behalf of

Citibank Europe plc

/s/ Niall Tuckey

Name: Niall Tuckey
Title: Director

We agree to the terms set out in this letter.

 

For and on behalf of

AXIS Specialty Limited

/s/ Jose Osset

Name: Jose Osset
Title: SVP and Treasurer

 

For and on behalf of

AXIS Re SE

/s/ Tim Hennessy

Name: Tim Hennessy
Title: CEO, Director

 

For and on behalf of

AXIS Specialty Europe SE

/s/ Tim Hennessy

Name: Tim Hennessy
Title: CEO, Director

 

For and on behalf of

AXIS Insurance Company

/s/ Andrew Weissert

Name: Andrew Weissert
Title: SVP, General Counsel

 

Citibank Europe plc

Directors: Aidan M Brady, Breffni Byrne, Jim Farrell, Bo J. Hammerich (Sweden), Mary Lambkin, Marc Luet (France), Rajesh Mehta (India),

Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Zdenek Turek (Czech Republic), Francesco Vanni d’Archirafi (Italy), Tony Woods.

Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.

Ultimately owned by Citigroup Inc., New York, U.S.A.

Citibank Europe plc is regulated by the Central Bank of Ireland

LOGO

 

For and on behalf of

AXIS Surplus Insurance Company

/s/ Andrew Weissert

Name: Andrew Weissert
Title: SVP, General Counsel

 

For and on behalf of

AXIS Reinsurance Company

/s/ Andrew Weissert

Name: Andrew Weissert
Title: SVP, General Counsel

 

Citibank Europe plc

Directors: Aidan M Brady, Breffni Byrne, Jim Farrell, Bo J. Hammerich (Sweden), Mary Lambkin, Marc Luet (France), Rajesh Mehta (India),

Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Zdenek Turek (Czech Republic), Francesco Vanni d’Archirafi (Italy), Tony Woods.

Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.

Ultimately owned by Citigroup Inc., New York, U.S.A.

Citibank Europe plc is regulated by the Central Bank of Ireland