エドガーで原本を確認する
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): February 3, 2025
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. |
On February 3, 2025, AXIS Capital Holdings Limited (the “Company”) entered into a stock repurchase agreement (the “Repurchase Agreement”) with T-VIII PubOpps LP (“T8”), pursuant to which T8 agreed to sell 2,234,636 shares to the Company for an aggregate price of approximately $200 million (the “Repurchase”). T8 is an investment vehicle managed by Stone Point Capital LLC (“Stone Point”). Stone Point manages the Trident Funds including investment funds that hold approximately 8% of the Company’s outstanding common shares (which will be approximately 5% following the Repurchase). Charles Davis, one of the Company’s directors, is the sole member of an entity that is one of five general partners of the entity serving as general partner for the relevant investment funds. Mr. Davis is the Chairman, Co-Chief Executive Officer and a member of Stone Point, and he serves as the Chairman of the Investment Committees of the Trident Funds.
The Repurchase was made under the Company’s Board-authorized share repurchase program. The Repurchase Agreement is attached as Exhibit 10.1 to this Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Description of Document | |
| 10.1 | Stock Repurchase Agreement, dated February 3, 2025, between AXIS Capital Holdings Limited and T-VIII PubOpps LP | |
| 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: February 3, 2025 | ||
| AXIS CAPITAL HOLDINGS LIMITED | ||
| By: | /s/ G. Christina Gray-Trefry | |
| G. Christina Gray-Trefry | ||
| General Counsel and Secretary | ||
Exhibit 10.1
STOCK REPURCHASE AGREEMENT
This Stock Repurchase Agreement, dated as of February 3, 2025 (this “Agreement”), is made and entered into by and among AXIS Capital Holdings Limited, a company incorporated in Bermuda (the “Company”) and T-VIII PubOpps LP, a Delaware limited partnership (the “Seller”).
W I T N E S S E T H:
WHEREAS, the Seller beneficially owns outstanding ordinary shares, par value $0.0125 per share (the “Shares”), of the Company; and
WHEREAS, upon the terms and subject to the conditions set forth herein, the Company desires to purchase from the Seller, and the Seller desires to sell to the Company, the Shares.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
1. Purchase and Sale of the Shares. The Seller shall sell, transfer, assign, convey and deliver or cause to be sold, transferred, assigned, conveyed and delivered to the Company, and the Company shall purchase from the Seller, free and clear of any liens (other than any restrictions on transfer imposed by applicable foreign, federal and state securities and insurance laws), 2,234,636 Shares owned by the Seller to be sold to the Company for a purchase price per share equal to $89.50, for an aggregate purchase price of $199,999,922.00, payable as set forth below in Section 2.
2. Closing. The closing (the “Closing”) of the purchase and sale of the Shares contemplated hereby will take place on the date three business days after the date hereof or on such other date as may be agreed upon by the parties hereto (the date on which the Closing occurs, the “Closing Date”) unless another date is agreed to in writing by the Parties hereto. At the Closing, (a) the Company shall deliver to the Seller by wire transfer in immediately available funds the amount noted above in Section 1 to be paid by the Company and (b) the Seller shall transfer the Shares through Deposit/Withdrawal At Custodian (DWAC) to the Company’s account at the Company’s transfer agent.
3. Agreement. The Seller and the Company agree that each party hereto shall be responsible for all fees and expenses incident to its performance of, or compliance with, its obligations under this Agreement (including, in the case of the Seller, all applicable transfer taxes, if any, involved in the transfer to the Company of its Shares to be purchased by the Company).
4. Notices. Any notice, request, instruction or other document to be given hereunder by any person under this Agreement shall be in writing and delivered personally or sent by registered or certified mail, postage prepaid, by nationally recognized overnight courier, or by facsimile:
(a) if to the Seller:
c/o Stone Point Capital LLC, manager
20 Horseneck Lane
Greenwich, CT 06830
Attention: David J. Wermuth, Esq.
Principal and General Counsel
Telephone: (203) 862-2924
(b) if to the Company:
AXIS Capital Holding Limited
92 Pitts Bay Road
Pembroke HM 08
Bermuda
Attention: Christina Gray-Trefry
General Counsel
Telephone: (441) 496-2600
5. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument.
6. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to the principles of conflicts of law thereof.
[signatures follow]
IN WITNESS HEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.
| AXIS Capital Holdings Limited | |||
| By: | /s/ Peter Vogt | ||
| Name: | Peter Vogt | ||
| Title: | Chief Financial Officer | ||
| T-VIII PubOpps LP | |||
| By: | T-VIII PubOpps GP LLC, its general partner | ||
| By | /s/ Sally DeVino | ||
| Name: | Sally DeVino | ||
| Title: | Vice President and Assistant Treasurer | ||