AXIS Capital Holdings Limited (“AXIS Capital”) (NYSE: AXS) today announced that it has priced an offering of 16,000,000 shares of 6.875% Series C Preferred Shares, par value $0.0125 per share and a liquidation preference of $25.00 per share (or $400,000,000 in aggregate liquidation preference). The offering was made pursuant to an effective shelf registration statement and is expected to close on March 19, 2012, subject to customary closing conditions.
Dividends on the 6.875% Series C 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 6.875% of the liquidation preference per annum (equivalent to $1.71875 per share).
AXIS Capital has applied to list the 6.875% Series C Preferred Shares on the New York Stock Exchange under the symbol “AXSprC.”
AXIS Capital intends to use the net proceeds from the offering and cash on hand to repurchase any and all of its outstanding 7.50% Series B Preferred Shares pursuant to its previously announced tender offer and to redeem a portion of its outstanding Series A Preferred Shares following consummation of the offering.In no event will the information contained in this press release regarding the 6.875% Series C Preferred Shares constitute an offer to sell or a solicitation of an offer to buy any 6.875% Series C Preferred Shares or any other securities of AXIS Capital, nor shall there be any sale of the 6.875% Series C Preferred Shares in any jurisdiction in which the offer or sale is not permitted. This offering may be made only by means of the preliminary prospectus. You may obtain a copy of the preliminary prospectus and the final prospectus, when available, from the SEC website at www.sec.gov. Alternatively, the underwriter will arrange to send you these documents if you request them by contacting Wells Fargo Securities, LLC at 1525 West W.T. Harris Boulevard, NC0675, Charlotte, NC 28262, Attention: Syndicate Operations, by calling toll-free: (800) 326-5897 or by emailing: email@example.com, Attention: Syndicate Operations. The previously announced tender offer is being made pursuant to the Offer to Purchase dated March 12, 2012 and the related Letter of Transmittal. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell AXIS Capital’s 7.50% Series B Preferred Shares.
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