Terms

Series

4.550% Non-Cumulative Preferred Shares, Series G

Liquidation Preference

$25.00

Coupon Rate

4.55%

Rate Type

Fixed

Annual Dividend

$1.14

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

June 11, 2026

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness (Including Credit Facilities And Unsecured Senior Notes), All Obligations Of Subsidiaries (Structurally Subordinated), Any Future Senior Shares Expressly Made Senior; Pari Passu With: Series E Non-Cumulative Preferred Shares, Series F Non-Cumulative Preferred Shares, Any Future Parity Shares Expressly Made Pari Passu; Senior To: Common Shares, Junior Shares (Any Class Or Series Established After Original Issue Date Not Expressly Made Senior Or Pari Passu)

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

No

Depositary Share Fraction

0.001

Shares Offered

20,000,000

Prospectus Summary

Arch Capital Group Ltd. (ACGLN) is offering 20,000,000 depositary shares, each representing a 1/1,000th interest in a share of its 4.550% Non-Cumulative Preferred Shares, Series G, with a $25 liquidation preference per depositary share and a fixed coupon of 4.550% per annum ($1.1375 annually, or approximately $0.2844 per quarter). The shares are perpetual with no stated maturity, and are callable at par on or after June 11, 2026. Critically, dividends are non-cumulative: if the board does not declare a dividend for any quarter, that payment is permanently lost and will never be made up. The Series G Preferred Shares rank senior to Arch Capital's common shares and junior preferred series, and pari passu with the existing Series E and Series F preferred shares. They rank junior to all of Arch Capital's debt obligations—including its senior notes and revolving credit facilities—and are structurally subordinated to all obligations of Arch Capital's operating insurance subsidiaries. As a Bermuda holding company issue, investors have no direct claim on subsidiary assets. A regulatory capital call provision applies: if the Series G Preferred Shares suffer a 'capital disqualification event' (i.e., they lose qualifying treatment under the BMA's Enhanced Capital Requirement framework), Arch Capital may redeem them at $25 per depositary share within 90 days, subject to BMA approval. At par, the Series G Preferred Shares yield 4.550% annually, paid quarterly on the last day of March, June, September, and December (first payment September 30, 2021). Dividends are expected to qualify as 'qualified dividend income' for non-corporate U.S. holders, eligible for the preferential 15%/20% tax rate, provided standard holding period requirements are met; corporate holders are not eligible for the dividends-received deduction. Dividend stopper mechanics restrict Arch Capital from paying dividends on or repurchasing common or junior shares if the most recent Series G dividend period has not been paid in full, though because dividends are non-cumulative, any missed Series G payment itself is permanently forfeited.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If Arch Capital has not paid full dividends on the Series G Preferred Shares for the latest completed dividend period, it may not pay dividends on, or repurchase, its common shares or any other junior-ranking shares.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 75 (Strong)