Arch Capital Group Ltd. Enters Material Definitive Agreement

TL;DR

ACGL signed a big deal, filing shows new agreement and financials.

AI Summary

Arch Capital Group Ltd. announced on April 5, 2024, that it entered into a material definitive agreement. The filing also includes information regarding Regulation FD disclosure and financial statements and exhibits.

Why It Matters

This filing indicates a significant new contract or partnership for Arch Capital Group Ltd., which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Entering into material definitive agreements can introduce new financial risks and opportunities that are not yet fully understood.

Key Players & Entities

• Arch Capital Group Ltd. (company) — Registrant
• 0000947484-24-000055 (filing_id) — Accession Number
• April 5, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.0011 — nge on which registered Common shares, $0.0011 par value per share ACGL NASDAQ Stock M
• $450 m — o Seller a base purchase price equal to $450 million, on the terms and subject to the

Filing Documents

• acgl-20240405.htm (8-K) — 46KB
• mastertransactionagreement.htm (EX-10.1) — 1136KB
• pressrelease4524.htm (EX-99.1) — 18KB
• investorpresentation_4x5.htm (EX-99.2) — 15KB
• investorpresentation_4x5001.jpg (GRAPHIC) — 50KB
• investorpresentation_4x5002.jpg (GRAPHIC) — 213KB
• investorpresentation_4x5003.jpg (GRAPHIC) — 139KB
• investorpresentation_4x5004.jpg (GRAPHIC) — 111KB
• investorpresentation_4x5005.jpg (GRAPHIC) — 131KB
• investorpresentation_4x5006.jpg (GRAPHIC) — 126KB
• investorpresentation_4x5007.jpg (GRAPHIC) — 108KB
• investorpresentation_4x5008.jpg (GRAPHIC) — 46KB
• 0000947484-24-000055.txt ( ) — 2854KB
• acgl-20240405.xsd (EX-101.SCH) — 3KB
• acgl-20240405_def.xml (EX-101.DEF) — 7KB
• acgl-20240405_lab.xml (EX-101.LAB) — 30KB
• acgl-20240405_pre.xml (EX-101.PRE) — 17KB
• acgl-20240405_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

ITEM 1.01 Entry into a Material Definitive Agreement . Master Transaction Agreement On April 5, 2024, Arch Capital Group Ltd. ("Buyer") entered into a Master Transaction Agreement (the "Master Transaction Agreement") with Allianz Global Risks US Insurance Company, an Illinois insurance company ("Seller") and Arch Capital Group (U.S.) Inc., a Delaware corporation, solely for purposes of Section 5.25 and Article X of the Master Transaction Agreement, pursuant to which, upon the terms and subject to the conditions of the Master Transaction Agreement, Buyer agreed to acquire Seller's U.S Middle Market Property & Casualty Insurance and U.S. Entertainment Property and Casualty Insurance Business written by Fireman's Fund Insurance Company and its subsidiaries (the "Business Entities"), in each case, relating to relevant policies with accident years 2016 and onwards (collectively, the "Business"), including: (i) the acquisition of certain assets of Seller and its subsidiaries related to the Business, (ii) the entry into a loss portfolio reinsurance agreement with an affiliate of Seller pursuant to which Arch Reinsurance Ltd., an affiliate of Buyer, as reinsurer, will provide loss portfolio reinsurance coverage with respect to the Business, and (iii) the entry into a new business reinsurance agreement with Fireman's Fund Insurance Company, an affiliate of Seller, pursuant to which the Business Entities will, for a transitional period following closing, write policies on behalf of Arch Insurance Company, an affiliate of Buyer, which will reinsure such policies and certain other policies written by the Business Entities. As aggregate consideration for the transactions contemplated by the Master Transaction Agreement, Buyer will assume certain liabilities and will pay to Seller a base purchase price equal to $450 million, on the terms and subject to the conditions set forth in the Master Transaction Agreement. The Master Transaction Agreement contains customary representat

01 Other events

ITEM 7.01 Other events . On April 5, 2024, Arch Capital Group Ltd. issued a press release announcing the execution of the Master Transaction Agreement and the related transactions described above in Item 1.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On April 5, 2024, Arch Capital Group Ltd. posted a slide presentation regarding the Master Transaction Agreement and the related transactions described above in Item 1.01 to its website at https://ir.archgroup.com/news-events-presentations/presentations/default.aspx. A copy of the presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities under that section, nor shall it be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

ITEM 9.01 Financial Statements and Exhibits. (d): The following exhibits are being filed herewith. EXHIBIT NO. DESCRIPTION 10.1 Master Transaction Agreement, dated as of April 5, 2024, by and between Allianz Global Risks US Insurance Company and Arch Capital Group Ltd.* 99.1 Press Release issued by Arch Capital Group Ltd. on April 5, 2024. 99.2 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain provisions, exhibits and schedules have been omitted, and the Company agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted items upon request. 3 The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forwardlooking statements. This Form 8-K or any other written or oral statements made by or on behalf of Arch Capital Group Ltd. and its subsidiaries may include forwardlooking statements, which reflect Arch Capital Group Ltd.'s current views with respect to future events and financial performance. Actual events and results may differ materially from those expressed or implied in these statements. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward-looking statements includes the factors identified in our other filings with the U.S. Securities and Exchange Commission ("SEC").

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned. ARCH CAPITAL GROUP LTD. Date: April 5, 2024 By: /s/ Franois Morin Name: Franois Morin Title: Executive Vice President, Chief Financial Officer and Treasurer 4

View Full Filing

View this 8-K filing on SEC EDGAR