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 3, 2018 (March 28, 2018)
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)) |
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 |
On March 28, 2018, 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, 2019 for letters of credit with a tenor not to extend beyond March 31, 2020. 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 Amendment to the Committed Facility Letter which is attached hereto as Exhibit 10.1 and is 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 is included in “Item 1.01. Entry into a Material Definitive Agreement,” which is incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
|
Exhibit Number |
Description of Document |
|
| 10.1 | Amendment dated March 28, 2018 to Committed Facility Letter dated March 27, 2017, 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 INDEX
|
Exhibit Number |
Description of Document |
|
| 10.1 | Amendment dated March 28, 2018 to Committed Facility Letter dated March 27, 2017, 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 3, 2018
| AXIS CAPITAL HOLDINGS LIMITED | ||
| By: | /s/ Conrad D. Brooks | |
| Conrad D. Brooks | ||
| General Counsel | ||
Exhibit 10.1
[Citibank Europe plc Letterhead]
|
FROM: |
Citibank Europe plc (the “Bank” ) | |
|
TO: |
AXIS Specialty Limited (“ASL”); AXIS Re SE (formerly, AXIS Re Limited); AXIS Specialty Europe SE (formerly, AXIS Specialty Europe Limited); AXIS Insurance Company; AXIS Surplus Insurance Company; and AXIS Reinsurance Company (the “Companies”; each, a “Company” ) | |
|
DATE: |
28 March 2018 | |
Ladies and Gentlemen,
Committed Facility Letter dated 27 th March 2017 between (1) the Bank and (2) the Companies regarding a committed letter of credit facility – Facility Number 2 in a maximum aggregate amount of USD 250,000,000 and as may be amended, varied, supplemented, novated or assigned as the case may be (the “Committed Facility Letter”).
| 1. | We refer to the Committed Facility Letter. Defined 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 parties to this letter agree that the amendments contained herein will be effective on and from 28 March 2018 (the “ Effective Date ”). |
| 3. | The Bank and the Companies agree, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, that from the Effective Date: |
Paragraph 5.2 (c) of the Committed Facility Letter shall be deleted in its entirety and replaced with the following:
“(c) The tenor of the Credit extends beyond 31 st March 2020;
The Bank may, in its sole discretion consider applications for Credits that are outside the terms of this Letter. Any such requests will be considered on a case-by-case basis and will be subject to the terms of any Facility Documents then existing.”
| 4. | The parties to this letter agree that the following agreements between the Bank and the Companies in relation to the Committed Facility Letter remain in full force and effect as of the date of this letter and are subject to future mutually agreeable amendments or modifications: |
| (i) | Master Agreement dated 14 May 2010, as amended; |
| (ii) | Pledge Agreement dated 14 May 2010, as amended; |
| (iii) | Account Control Agreement dated 19 May 2015; and |
| (iv) | Facility Fee Letter dated 27 March 2017. |
| 5. | 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. |
| 6. | 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. |
| 7. | 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: | Sr. VP 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 M. Weissert | ||
| Name: | Andrew M. Weissert | |
| Title: | SVP, General Counsel and Secretary | |
|
For and on behalf of AXIS Surplus Insurance Company |
||
| /s/ Andrew M. Weissert | ||
| Name: | Andrew M. Weissert | |
| Title: | SVP, General Counsel and Secretary | |
|
For and on behalf of AXIS Reinsurance Company |
||
| /s/ Andrew M. Weissert | ||
| Name: | Andrew M. Weissert | |
| Title: | SVP, General Counsel and Secretary | |