Axis Capital Holdings Limited filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
(Exact Name Of Registrant As Specified In Charter)
(State of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices, including zip code)
(
(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 |
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 |