Arch Capital Completes Mortgage Insurance Acquisition

TL;DR

Arch Capital just bought a bunch of mortgage insurance biz. Big move.

AI Summary

Arch Capital Group Ltd. announced on August 1, 2024, the completion of its acquisition of a portfolio of mortgage insurance businesses from a third party. The transaction involved significant financial commitments and is expected to expand Arch's market presence in the mortgage insurance sector.

Why It Matters

This acquisition signifies a strategic move by Arch Capital to bolster its position in the mortgage insurance market, potentially impacting competition and product offerings for consumers.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks related to integration, market reception, and potential regulatory hurdles.

Key Players & Entities

• Arch Capital Group Ltd. (company) — Filer and acquirer
• August 1, 2024 (date) — Date of report and event

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-20240801.htm (8-K) — 43KB
• ex22-mtaxfirstamendmenttom.htm (EX-2.2) — 36KB
• exhibit9918124pressrelease.htm (EX-99.1) — 13KB
• 0000947484-24-000099.txt ( ) — 270KB
• acgl-20240801.xsd (EX-101.SCH) — 3KB
• acgl-20240801_def.xml (EX-101.DEF) — 7KB
• acgl-20240801_lab.xml (EX-101.LAB) — 30KB
• acgl-20240801_pre.xml (EX-101.PRE) — 17KB
• acgl-20240801_htm.xml (XML) — 5KB

01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT . On August 1, 2024, the Company, Seller and ACGUS entered into Amendment No. 1 to the Master Transaction Agreement to make certain clarifying changes to more accurately reflect the intent of the parties thereto. Except as set forth in such amendment, all other terms of the Master Transaction Agreement remain the same. A copy of Amendment No. 1 to the Master Transaction Agreement is attached hereto as Exhibit 2.2. The foregoing description of Amendment No. 1 to the Master Transaction Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of Amendment No. 1 to the Master Transaction Agreement (filed as Exhibit 2.2 hereto), which is incorporated into this Item 1.01 by reference.

01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS . The information set forth in the Introductory Note and Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. On August 1, 2024, the Company consummated the previously announced transactions contemplated by the Master Transaction Agreement pursuant to which the Company acquired 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, an affiliate of Seller ("FFIC"), and its subsidiaries (together with FFIC, collectively, the "Business Entities"), in each case, relating to relevant policies with accident years 2016 and onwards (collectively, the "Business"), as well as certain assets of Seller and its affiliates related to the Business. In connection with the acquisition of the Business, affiliates of the Company also entered into certain reinsurance agreements relating to the Business and the Business Entities and other agreements providing for administration and other services for the Business Entities by affiliates of the Company for the applicable policies being reinsured following the closing. As aggregate consideration for the transactions contemplated by the Master Transaction Agreement, the Company assumed certain liabilities and paid 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 material terms of the Master Transaction Agreement were previously reported in Item 1.01 of the Current Report on Form 8-K filed on April 5, 2024 and the material terms of Amendment No. 1 to the Master Transaction Agreement are reported in Item 1.01 of this Current Report on Form 8-K. The foregoing summary does not purport to be complete and is subject to, and is qualified in its entirety by, the full text, terms and conditions of the Master Transaction Agreement, which

01 REGULATION FD DISCLOSURE

ITEM 7.01 REGULATION FD DISCLOSURE. On August 1, 2024, the Company issued a press release announcing the completion of the transactions contemplated by the Master Transaction Agreement and the related transactions described above in Items 1.01 and 2.01. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, 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. 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"). 2

01 FINANCIAL STATEMENTS AND EXHIBITS

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d): The following exhibits are being filed herewith. EXHIBIT NO. DESCRIPTION 2.1 Master Transaction Agreement, dated as of April 5, 2024, by and among Arch Capital Group Ltd., Allianz Global Risks US Insurance Company, and, solely for purposes of Section 5.25 and Article X thereof, Arch Capital Group (U.S.) Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on April 5, 2024) 2.2 Amendment No. 1 to Master Transaction Agreement, dated as of August 1, 2024, by and among Arch Capital Group Ltd., Allianz Global Risks US Insurance Company, and, solely for purposes of Section 5.25 and Article X thereof, Arch Capital Group (U.S.) Inc. 99.1 Press Release issued by Arch Capital Group Ltd. on August 1, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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 hereunto duly authorized. ARCH CAPITAL GROUP LTD. Date: August 1, 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