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): April 1, 2015 (March 31, 2015)
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)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
and
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant |
On March 31, 2015, certain subsidiaries of AXIS Capital Holdings Limited (the “Company”) entered into an amendment to the Company’s $750 million secured letter of credit facility with Citibank Europe plc (“the Credit Facility”) pursuant to amendments to the Committed Facility Letter and the Facility Fee Letter (the “Amendment”).
The Amendment reduces the maximum aggregate utilization capacity of the Credit Facility from $750,000,000 to $500,000,000. All other material terms and conditions remain unchanged.
The description of the amendment described herein is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibits 10.1 and 10.2 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description of Document | |
| 10.1 | Amendment to Committed Facility Letter dated March 31, 2015, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc. | |
| 10.2 | Amendment to Facility Fee Letter dated March 31, 2015, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc. | |
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: April 1, 2015
| AXIS CAPITAL HOLDINGS LIMITED | ||
| By: |
/s/ Richard T. Gieryn, Jr. | |
| Richard T. Gieryn, Jr. | ||
| General Counsel | ||
EXHIBIT INDEX
| Exhibit |
Description of Document | |
| 10.1 | Amendment to Committed Facility Letter dated March 31, 2015, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc. | |
| 10.2 | Amendment to Facility Fee Letter dated March 31, 2015, by and among AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Reinsurance Company, AXIS Surplus Insurance Company and Citibank Europe plc. | |