AXIS Capital’s $425 Million Registered Junior Subordinated Notes Offering


Simpson Thacher & Bartlett acted as U.S. counsel to AXIS Capital. Conyers Dill & Pearman Limited acted as special legal counsel in Bermuda to AXIS Capital. Cravath represented the underwriters, led by Wells Fargo Securities and Citigroup.

AXIS Capital issued $425.0 million aggregate principal amount of its 4.900% Fixed-Rate Reset Junior Subordinated Notes due 2040, fully and unconditionally guaranteed on an unsecured and junior subordinated basis by AXIS Capital under a Junior Subordinated Indenture. The transaction closed on December 10, 2019.

AXIS Finance intends to use the net proceeds from the offering to repay existing indebtedness and to redeem AXIS Capital’s outstanding 5.5% Series D Preferred Shares.

AXIS Specialty Finance LLC is an indirect wholly owned subsidiary of AXIS Capital Holdings Limited, a provider of a broad range of specialty reinsurance on a worldwide basis. AXIS Capital is a Bermuda-based global provider of specialty lines insurance and treaty reinsurance with shareholders’ equity at September 30, 2019 of $5.6 billion and locations in Bermuda, the United States, Europe, Singapore, Canada and the Middle East.

The Simpson Thacher team included Lesley Peng, Evan Zuckerman and Kyle Schwab (Capital Markets); Steven DeLott (Insurance); Andrew Purcell, Jonathan Cantor and Abigail Hopper (Tax); and Joo Hyun Lee (Executive Compensation & Employee Benefits).

The Cravath team included partner Andrew J. Pitts (Picture) and associates Yannick Adler and Charles A. Dobb on securities matters, and associates Andrew T. Davis and Joyce Y. Kim on tax matters. Sahar Khorramnezhad also worked on securities matters.

Involved fees earner: Yannick Adler – Cravath Swaine & Moore; Andrew Davis – Cravath Swaine & Moore; Charles Dobb – Cravath Swaine & Moore; Joyce Kim – Cravath Swaine & Moore; Andrew Pitts – Cravath Swaine & Moore; Jonathan Cantor – Simpson Thacher & Bartlett; Steven DeLott – Simpson Thacher & Bartlett; Abigail Hopper – Simpson Thacher & Bartlett; Joo Hyun Lee – Simpson Thacher & Bartlett; Lesley Peng – Simpson Thacher & Bartlett; Andrew Purcell – Simpson Thacher & Bartlett; Kyle Schwab – Simpson Thacher & Bartlett; Evan Zuckerman – Simpson Thacher & Bartlett;

Law Firms: Cravath Swaine & Moore; Simpson Thacher & Bartlett;

Clients: Axis Capital Holdings Ltd.; Citigroup Inc.; Wells Fargo Securities;

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Author: Ambrogio Visconti