Axis Capital Holdings Ltd S-3ASR, filed Nov 9, 2022

Axis Capital Holdings Ltd (AXS)

S-3ASR 2022-11-09

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	Bermuda			6331			98-0395986
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

	Delaware			6331			27-2107947
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

	England and Wales			6331			98-1148840
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

Large accelerated filer ☒	Accelerated filer	☐
Non-accelerated filer ☐	Smaller reporting company	☐
	Emerging growth company	☐

	Page
PROSPECTUS SUMMARY		1
RISK FACTORS		2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		3
USE OF PROCEEDS		5
DESCRIPTION OF OUR SHARE CAPITAL		6
DESCRIPTION OF OUR DEPOSITARY SHARES		17
DESCRIPTION OF AXIS CAPITAL DEBT SECURITIES		20
DESCRIPTION OF OUR WARRANTS		31
DESCRIPTION OF AXIS FINANCE DEBT SECURITIES AND AXIS CAPITAL DEBT GUARANTEES		33
DESCRIPTION OF AXIS FINANCE PLC DEBT SECURITIES AND AXIS CAPITAL DEBT GUARANTEES		44
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS		57
BOOK-ENTRY PROCEDURES AND SETTLEMENT		58
CERTAIN TAX CONSIDERATIONS		60
CERTAIN ERISA CONSIDERATIONS		79
PLAN OF DISTRIBUTION		81
LEGAL MATTERS		82
EXPERTS		82
WHERE YOU CAN FIND MORE INFORMATION		83
DOCUMENTS INCORPORATED BY REFERENCE		83

Securities and Exchange Commission Registration Fee	$	*
Trustees’ Fees and Expenses	$	20,000
Transfer Agents’ Fees and Expenses	$	10,000
Accountants’ Fees and Expenses	$	60,000
Legal Fees and Expenses	$	450,000
Printing and Engraving Fees	$	30,000
Rating Agency Fees	$	500,000
Miscellaneous Expenses	$	130,000
Total Expenses	$	1,200,000

Exhibit Number			Description of Exhibits
1.1*			Form of Underwriting Agreement relating to common shares.
1.2*			Form of Underwriting Agreement relating to preference shares and depositary shares.
1.3*			Form of Underwriting Agreement relating to debt securities.
4.1			Certificate of Incorporation and Memorandum of Association of AXIS Capital (incorporated herein by reference to Exhibit 3.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed on April 16, 2003).
4.2			Amended and Restated Bye-laws of AXIS Capital (incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-8 filed on May 15, 2009).
4.3			Certificate of Formation of AXIS Finance (incorporated herein by reference to Exhibit 4.14 to the Registration Statement on Form S-3 filed on March 18, 2010).
4.4			Limited Liability Company Agreement of AXIS Finance (incorporated herein by reference to Exhibit 4.15 to the Registration Statement on Form S-3 filed on March 18, 2010).
4.5			Certificate of Incorporation and Memorandum of Association of AXIS Finance PLC (incorporated herein by reference to Exhibit 4.5 to the Registration Statement on Form S-3 filed on January 16, 2014).
4.6			Articles of Association of AXIS Finance PLC (incorporated herein by reference to Exhibit 4.6 to the Registration Statement on Form S-3 filed on January 16, 2014).
4.7			Specimen Common Share Certificate (incorporated herein by reference to Exhibit 4.1 to Amendment No. 3 to the Registration Statement on Form S-1 filed on June 10, 2003).
4.8*			Form of Certificate of Designation, Preferences and Rights relating to preference shares.
4.9*			Form of Stock Certificate relating to preference shares.
4.10			Certificate of Designations setting forth the specific rights, preferences, limitations and other terms of the Series E Preferred Shares (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 7, 2016).
4.11			Form of Stock Certificate evidencing the Series E Preferred Shares (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 7, 2016).
4.12*			Form of Deposit Agreement, including the form of depositary receipt.
4.13			Deposit Agreement dated as of November 7, 2016 by and among the Company, Computershare Inc. and Computershare Trust Company, N.A., jointly as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on November 7, 2016).
4.14			Senior Indenture dated as of November 15, 2004 between AXIS Capital and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on November 15, 2004).
4.15			First Supplemental Indenture between AXIS Capital and The Bank of New York Mellon, as trustee, dated as of November 15, 2004 (incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 15, 2004).
4.16			Form of Subordinated Indenture, to be entered into between AXIS Capital and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.18 to the Registration Statement on Form S-3 filed on November 19, 2019).
4.17			Form of Junior Subordinated Indenture, to be entered into between AXIS Capital and The Bank of New York Mellon, as trustee (incorporated herein by reference to Exhibit 4.19 to the Registration Statement on Form S-3 filed on November 19, 2019).
4.18			Senior Indenture dated as of March 23, 2010 among AXIS Finance, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q filed on April 27, 2010).

Exhibit Number			Description of Exhibits
4.19			Form of Subordinated Indenture, to be entered into among AXIS Finance, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.21 to the Registration Statement on Form S-3 filed on November 19, 2019).
4.20			Junior Subordinated Indenture dated as of December 10, 2019 among AXIS Finance, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 11, 2019).
4.21			First Supplemental Indenture dated as of December 10, 2019 among AXIS Finance, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 11, 2019).
4.22			Senior Indenture dated as of March 13, 2014 among AXIS Finance PLC, as issuer, AXIS Capital, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 13, 2014).
4.23			First Supplemental Indenture dated as of April 3, 2019 among AXIS Finance PLC, AXIS Capital Holdings Limited and The Bank of New York Mellon Trust Company, N.A., relating to the 5.150% Senior Notes due 2045 (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 4, 2019).
4.24			Form of Subordinated Indenture, to be entered into among AXIS Finance PLC, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.25 to the Registration Statement on Form S-3 filed on November 19, 2019).
4.25			Form of Junior Subordinated Indenture, to be entered into among AXIS Finance PLC, as issuer, AXIS Capital, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated herein by reference to Exhibit 4.26 to the Registration Statement on Form S-3 filed on November 19, 2019).
4.26*			Form of Debt Securities.
4.27*			Form of Warrant Agreement for warrants sold alone, including the form of Warrant Certificate.
4.28*			Form of Warrant Agreement for warrants attached to securities, including the form of Warrant Certificate.
4.29*			Form of Purchase Contract Agreement.
4.30*			Form of Purchase Units.
4.31			Form of Preferred Securities Guarantee Agreement (incorporated herein by reference to Exhibit 4.20 to the Registration Statement on Form S-3 filed on August 6, 2004).
5.1			Opinion of Simpson Thacher & Bartlett LLP.
5.2			Opinion of Conyers Dill & Pearman Limited.
5.3			Opinion of Simpson Thacher & Bartlett LLP.
23.1			Consent of Deloitte Ltd.
23.2			Consent of Simpson Thacher & Bartlett LLP (contained in Exhibit 5.1).
23.3			Consent of Conyers Dill & Pearman Limited (contained in Exhibit 5.2).
23.4			Consent of Simpson Thacher & Bartlett LLP (contained in Exhibit 5.3).
25.1			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, the trustee under the Senior Debt Indenture of AXIS Capital.
25.2			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, the trustee under the Subordinated Debt Indenture of AXIS Capital.

Exhibit Number			Description of Exhibits
25.3			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon, the trustee under the Junior Subordinated Debt Indenture of AXIS Capital.
25.4			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Senior Debt Indenture of AXIS Finance.
25.5			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Subordinated Debt Indenture of AXIS Finance.
25.6			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Junior Subordinated Debt Indenture of AXIS Finance.
25.7			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Senior Debt Indenture of AXIS Finance PLC.
25.8			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Subordinated Debt Indenture of AXIS Finance PLC.
25.9			Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A., the trustee under the Junior Subordinated Debt Indenture of AXIS Finance PLC.
107			Filing Fee table

	Signature			Title
	/s/ Albert A. Benchimol Albert A. Benchimol			Chief Executive Officer, President and Director (Principal Executive Officer)
	/s/ Peter Vogt Peter Vogt			Chief Financial Officer (Principal Financial Officer)
	/s/ Kent W. Ziegler Kent W. Ziegler			Controller (Principal Accounting Officer)
	/s/ W. Marston Becker W. Marston Becker			Director
	/s/ Charles A. Davis Charles A. Davis			Director
	/s/ Anne Melissa Dowling Anne Melissa Dowling			Director
	/s/ Elanor R. Hardwick Elanor R. Hardwick			Director

	Signature			Title
	/s/ Michael Millegan Michael Millegan			Director
	/s/ Thomas C. Ramey Thomas C. Ramey			Director
	/s/ Henry B. Smith Henry B. Smith			Chair of the Board
	/s/ Axel Theis Axel Theis			Director
	/s/ Barbara A. Yastine Barbara A. Yastine			Director
	/s/ Lizabeth H. Zlatkus Lizabeth H. Zlatkus			Director
	/s/ Conrad D. Brooks Conrad D. Brooks			Authorized Representative in the United States

	Signature			Title
	/s/ Andrew M. Weissert Andrew M. Weissert			Chief Executive Officer and President (Principal Executive Officer)
	/s/ Denise C. Pagliarulo Denise C. Pagliarulo			Chief Financial Officer and Controller (Principal Financial Officer and Principal Accounting Officer) and director of AXIS Specialty U.S. Holdings, Inc., the managing member of AXIS Specialty Finance LLC
	/s/ Robert T. Lupo Robert T. Lupo			Director of AXIS Specialty U.S. Holdings, Inc., the managing member of AXIS Specialty Finance LLC
	/s/ Conrad D. Brooks Conrad D. Brooks			Director of AXIS Specialty U.S. Holdings, Inc., the managing member of AXIS Specialty Finance LLC

	Signature			Title
	/s/ Timothy Hennessy Timothy Hennessy			Chief Executive Officer, President and Director (Principal Executive Officer)
	/s/ Sharon Nolan Sharon Nolan			Chief Financial Officer, Controller and Director (Principal Financial Officer and Principal Accounting Officer)
	/s/ Sarah Hills Sarah Hills			Director
	/s/ Conrad D. Brooks Conrad D. Brooks			Authorized Representative in the United States

Simpson Thacher & Bartlett llp
425 lexington avenue new york, ny 10017-3954
telephone: +1-212-455-2000 facsimile: +1-212-455-2502
Direct Dial Number		E-mail Address

	Very truly yours,

	/s/ Simpson Thacher & Bartlett LLP

	SIMPSON THACHER & BARTLETT LLP

Superintendent of the Department of Financial Services of the State of New York		One State Street, New York, N.Y. 10004-1417 and Albany, N.Y. 12203
Federal Reserve Bank of New York		33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation		550 17th Street, NW, Washington, D.C. 20429
The Clearing House Association L.L.C.		100 Broad Street, New York, N.Y. 10004

THE BANK OF NEW YORK MELLON


By:	/s/ Stacey B. Poindexter
	Name:	Stacey B. Poindexter
	Title:	Vice President

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		4,443,000
Interest-bearing balances		135,521,000
Securities:
Held-to-maturity securities		59,564,000
Available-for-sale debt securities		90,719,000
Equity securities with readily determinable fair values not held for trading		2,000
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		5,183,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases held for investment		32,371,000
LESS: Allowance for loan and lease losses………...		165,000
Loans and leases held for investment, net of allowance		32,206,000
Trading assets		7,719,000
Premises and fixed assets (including capitalized leases)		2,872,000
Other real estate owned		3,000
Investments in unconsolidated subsidiaries and associated companies		1,360,000
Direct and indirect investments in real estate ventures		0
Intangible assets		6,956,000
Other assets		18,554,000
Total assets		365,102,000

LIABILITIES
Deposits:
In domestic offices			213,698,000
Noninterest-bearing			104,281,000
Interest-bearing			109,417,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			110,165,000
Noninterest-bearing			5,684,000
Interest-bearing			104,481,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			3,796,000
Trading liabilities			2,435,000
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)			520,000
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			8,229,000
Total liabilities			338,843,000

EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			11,872,000
Retained earnings			16,885,000
Accumulated other comprehensive income			-3,633,000
Other equity capital components			0
Total bank equity capital			26,259,000
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			26,259,000
Total liabilities and equity capital			365,102,000


Thomas P. Gibbons Frederick O. Terrell Joseph J. Echevarria			Directors

Name		Address
Comptroller of the Currency – United States Department of the Treasury		Washington, D.C. 20219

Federal Reserve Bank		San Francisco, California 94105

Federal Deposit Insurance Corporation		Washington, D.C. 20429

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


By:	/s/ Ann M. Dolezal
	Name:	Ann M. Dolezal
	Title:	Vice President

	Dollar amounts in thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,548
Interest-bearing balances		464,922
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		50,522
Equity securities with readily determinable fair values not held for trading		0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices		0
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, held for investment		0
LESS: Allowance for loan and lease losses		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		17,717
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Direct and indirect investments in real estate ventures		0
Intangible assets		856,313
Other assets		104,690
Total assets	$	1,497,712

Antonio I. Portuondo, President	)
Michael P. Scott, Managing Director	)	Directors (Trustees)
Kevin P. Caffrey, Managing Director	)

Exact Name of Obligor as Specified in its Charter	State of Incorporation or Organization	I.R.S. Employer Identification Number	Address of Principal Executive Offices
AXIS Capital Holdings Limited	Bermuda	98-0395986	92 Pitts Bay Road Pembroke HM 08 Bermuda

	(b)	Whether it is authorized to exercise corporate trust powers.

		Yes.

Item 2.	Affiliations with Obligor.

	If the obligor is an affiliate of the trustee, describe each such affiliation.

	None.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


By:	/s/ Ann M. Dolezal
	Name:	Ann M. Dolezal
	Title:	Vice President