Terms

Series

5.50% Series E Preferred Shares

Liquidation Preference

$25.00

Coupon Rate

5.5%

Rate Type

Fixed

Annual Dividend

$1.38

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

November 7, 2021

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Existing And Future Indebtedness And Other Non-Equity Claims (E.G., 2.650% Senior Notes Due 2019, 5.875% Senior Notes Due 2020, 5.150% Senior Notes Due 2045); Pari Passu With: Series C Preferred Shares (6.875%), Series D Preferred Shares (5.50%); Senior To: Common Shares, Junior Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Qualified Dividend

Qualifies for QDI

Yes

Qualifies for DRD

No

Depositary Share Fraction

0.01

Shares Offered

22,000,000

Prospectus Summary

AXIS Capital Holdings Limited, a Bermuda-based specialty (re)insurance holding company, is offering 22 million depositary shares (NYSE: AXSprE), each representing a 1/100th interest in a share of its 5.50% Series E Preferred Shares with a liquidation preference of $2,500 per underlying preferred share (equivalent to $25 per depositary share). The fixed annual dividend rate of 5.50% equates to $1.375 per depositary share ($0.34375 per quarter), payable on January 15, April 15, July 15, and October 15, commencing January 15, 2017. Critically, dividends are non-cumulative — if the board does not declare a dividend for any period, that payment is permanently lost and does not accrue to holders. The Series E Preferred Shares rank senior to AXIS Capital's common shares and any other junior stock, and on parity with the existing Series C (6.875%) and Series D (5.50%) Preferred Shares. They rank junior to all existing and future indebtedness ($992.6 million as of September 30, 2016, including three tranches of senior notes). Because AXIS Capital is a holding company with no direct operations, dividends depend entirely on upstream payments from regulated insurance subsidiaries, creating structural subordination risk. The issuer retains a regulatory capital call option: within 90 days of a 'capital redemption trigger date' — when the shares lose Tier 1/Tier 2 qualification under BMA group capital rules — AXIS Capital may redeem at $25 per depositary share, potentially forcing early redemption at an inconvenient time for investors. At the $25 offering price, the current yield is exactly 5.50%. Dividends are paid quarterly (January 15, April 15, July 15, October 15), with the record date falling on the 15th of the preceding month. For non-corporate U.S. holders, dividends are expected to qualify as 'qualified dividend income' subject to preferential 15%/20% long-term capital gains rates, provided the NYSE listing is achieved. Corporate holders do not qualify for the dividends-received deduction. The dividend stopper provision blocks any dividends or repurchases on common shares or other junior stock if full dividends on the Series E Preferred Shares and parity stock for the latest completed dividend period have not been declared and paid or set aside.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If full dividends on the Series E Preferred Shares and parity stock have not been declared and paid (or set aside) for the latest completed dividend period, the issuer may not pay dividends on or repurchase common shares or other junior stock.

Other Preferreds from AXIS Capital Holdings Ltd

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 74 (Strong)