AXIS Offering 5.50% Series E Preferred Shares
Bermuda-based AXIS Capital Holdings Limited has priced an offering of 22,000,000 depositary shares, each representing a 1/100th ownership interest in a share of its 5.50% Series E Preferred Shares, par value $0.0125 per share and a liquidation preference of $2,500.00 per share [equivalent to $25 per depositary share], or $550,000,000 in aggregate liquidation preference, at a price of $25 per depositary share.
“Each depositary share entitles the holder, through the depositary, to a proportional fractional interest in all rights, powers and preferences of the Series E Preferred Share represented by the depositary share. AXIS Capital has also granted the underwriters a 30-day option to purchase up to 2,000,000 additional depositary shares. The offering was made pursuant to an effective shelf registration statement and is expected to close on November 7, 2016, subject to customary closing conditions,” the company said.
“Dividends on the Series E Preferred Shares will be payable on a non-cumulative basis only when, as and if declared by our board of directors at a rate equal to 5.50% of the liquidation preference per annum. Upon the payment of any dividends on the Series E Preferred Shares, holders of depositary shares will receive a related proportionate payment.
“AXIS Capital intends to apply to list the depositary shares on The New York Stock Exchange under the symbol “AXSprE.” AXIS Capital expects that, if the application is approved, trading of the depositary shares on the NYSE will commence within a 30-day period after initial delivery of the depositary shares.
“AXIS Capital intends to use the net proceeds from the offering to redeem or repurchase all of its outstanding 6.875% Series C Preferred Shares, par value $0.0125 per share and a liquidation preference of $25 per share, equivalent to $400 million in aggregate liquidation preference, which are redeemable at AXIS Capital’s option at a price of $25.00 per share, plus declared and unpaid dividends, if any.
“Alternatively, AXIS Capital may repurchase all or a portion of the outstanding Series C Preferred Shares through privately negotiated purchases, open market transactions or otherwise. AXIS Capital intends to use any remaining net proceeds for general corporate purposes, which may include the repurchase of a portion of its outstanding common shares pursuant to its previously authorized share repurchase program.
“Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC acted as Joint Book-Running Managers in the offering.”
