Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 34K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 87K
3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 13K
4: EX-4.3 Instrument Defining the Rights of Security Holders HTML 226K
5: EX-4.4 Instrument Defining the Rights of Security Holders HTML 19K
6: EX-5.1 Opinion of Counsel re: Legality HTML 22K
7: EX-5.2 Opinion of Counsel re: Legality HTML 14K
13: R1 Document and Entity Information Cover HTML 59K
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(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code:
(i441) i278-9250
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):
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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
iCommon
shares, $0.0011 par value per share
iACGL
iNASDAQ
Stock Market
iDepositary
shares, each representing a 1/1,000th interest in a 5.25% Series E preferred share
iACGLP
iNASDAQ
Stock Market
iDepositary
shares, each representing a 1/1,000th interest in a 5.45% Series F preferred share
iACGLO
iNASDAQ
Stock Market
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 i☐
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. o
On June 11, 2021, Arch Capital Group Ltd. (the “Company”) consummated its previously disclosed public offering of 20,000,000 Depositary Shares (the “Depositary Shares”), each of which represents a 1/1,000th interest in a 4.550% Non-Cumulative
Preferred Share, Series G, of ACGL (the “Preferred Shares”). In connection with such transaction, the Company adopted a Certificate of Designations (the “Certificate of Designations”) with respect to the Preferred Shares, which Certificate of Designations was appended to the bye-laws of the Company in accordance with Bermuda law. The description of the terms of the Preferred Shares is set forth in the Certificate of Designations attached as Exhibit 4.1 hereto, and is incorporated herein by reference. A legal opinion relating to the validity of the Preferred Shares has been included as Exhibit
5.1 hereto, and is incorporated herein by reference.
ITEM 8.01 Other Events.
In connection with the issuance of the Depositary Shares, the Company entered into a deposit agreement (the “Deposit Agreement”), dated June 11, 2021, with American Stock Transfer & Trust Company, LLC, as depositary, registrar and transfer agent and as dividend disbursing agent and redemption agent, and the holders from time to time of the depositary receipts. The Deposit Agreement has been included as Exhibit 4.3 hereto, and is incorporated
herein by reference. The above description of the Deposit Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference. A legal opinion as to the Depositary Shares has been included as Exhibit 5.2 hereto, and is incorporated herein by reference.
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.