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AXS > SEC Filings for AXS > Form 8-K on 13-Mar-2014All Recent SEC Filings

Show all filings for AXIS CAPITAL HOLDINGS LTD

Form 8-K for AXIS CAPITAL HOLDINGS LTD


13-Mar-2014

Other Events, Financial Statements and Exhibits

Items 8.01 Other Events

On March 13, 2014, AXIS Specialty Finance PLC, a public company limited by shares incorporated under the laws of England and Wales ("AXIS Finance") and an indirect wholly-owned subsidiary of AXIS Capital Holdings Limited ("AXIS Capital"), a Bermuda exempted company, issued $250.0 million aggregate principal amount of its 2.650% Senior Notes due 2019 (the "2019 Notes") and $250.0 million aggregate principal amount of its 5.150% Senior Notes due 2045 (the "2045 Notes" and, together with the 2019 Notes, the "Notes"), each fully and unconditionally guaranteed by AXIS Capital.

The Notes were issued under a Senior Indenture, dated as of March 13, 2014, among AXIS Finance, as issuer, AXIS Capital, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Senior Indenture"). Interest on the Notes is payable semi-annually in arrears on April 1 and October 1 of each year, commencing October 1, 2014. The 2019 Notes, unless previously redeemed, will mature on April 1, 2019. The 2045 Notes, unless previously redeemed, will mature on April 1, 2045. A copy of the Senior Indenture is attached hereto as Exhibit 4.1. A copy of the form of 2019 Note is attached hereto as Exhibit 4.2 and a copy of the form of 2045 Note is attached hereto as Exhibit 4.3.

Legal opinions relating to the validity of the Notes and the related guarantees are attached as Exhibits 5.1, 5.2 and 5.3 to this report.

This Current Report on Form 8-K is being filed for the purpose of filing the attached documents in connection therewith as exhibits to the Registration Statement, which was filed with the Securities and Exchange Commission on January 16, 2014, and such exhibits are hereby incorporated by reference into the Registration Statement.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

4.1 Senior Indenture, dated as of March 13, 2014, among AXIS Finance, as issuer, AXIS Capital, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee

4.2 Form of 2.650% Senior Notes due 2019.

4.3 Form of 5.150% Senior Notes due 2045.

5.1 Opinion of Simpson Thacher & Bartlett LLP, with respect to New York State law.

5.2 Opinion of Conyers Dill & Pearman Limited, with respect to Bermuda law.

5.3 Opinion of Simpson Thacher & Bartlett LLP, with respect to English law.

23.1 Consent of Simpson Thacher & Bartlett LLP, with respect to New York State law (included as part of Exhibit 5.1).

23.2 Consent of Conyers Dill & Pearman Limited, with respect to Bermuda law (included as part of Exhibit 5.2).

23.3 Consent of Simpson Thacher & Bartlett LLP, with respect to English law (including as part of Exhibit 5.3).


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