AXIS CAPITAL HOLDINGS LTD

Regulatory Filings • Apr 4, 2023

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): March 31, 2023

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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, par value $0.0125 per share	AXS	New York Stock Exchange
Depositary shares, each representing a 1/100th interest in a 5.50% Series E preferred share	AXS PRE	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02 Termination of a Material Definitive Agreement

AXIS Specialty Limited, AXIS Re SE, AXIS Specialty Europe SE, AXIS Insurance Company, AXIS Surplus Insurance Company and AXIS Reinsurance Company (collectively, the “Companies”), each a subsidiary of AXIS Capital Holdings Limited, a Bermuda company, are parties to the master agreement, dated May 14, 2010, as amended (the “Master Agreement”), providing for an aggregate $650 million letter of credit facility with Citibank Europe plc (the “$650 million Facility”). The $650 million Facility consists of: (i) a $500 million facility and (ii) a $150 million facility. The $150 million facility was created pursuant to the Facility Letter dated March 27, 2017, as amended (the “Committed Facility Letter”).

On March 31, 2023, the Companies and Citibank Europe plc entered into a termination letter (the “Termination Letter”). Pursuant to the Termination Letter, on March 31, 2023, the Companies paid all outstanding fees in full, upon which the Committed Facility Letter was deemed terminated and fully and finally discharged with effect from March 31, 2023. The Companies incurred no termination penalties in connection with this termination. The Companies elected to terminate the $150 million facility in order to reduce expenses and because such letter of credit capacity is no longer necessary to support their obligations. The Master Agreement and certain related documents, including the facility letter dated December 18, 2015, as amended, providing for the $500 million facility, remain in full force and effect.

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 4, 2023

AXIS CAPITAL HOLDINGS LIMITED
By:	/s/ Conrad D. Brooks
	Conrad D. Brooks
	General Counsel