Chubb Ltd S-3ASR, filed Oct 3, 2024

Chubb Ltd (CB)

S-3ASR 2024-10-03

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	Switzerland (State or other jurisdiction of incorporation)			98-0091805 (IRS Employer Identification No.)
	Baerengasse 32 Zurich, Switzerland CH-8001 +41 (0)43 456 76 00 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)			Chubb Group Holdings Inc. 550 Madison Avenue New York, New York 10022 Attn: Deputy General Counsel — Global Corporate Affairs (212) 827-4400 (Name, address, including zip code, and telephone number, including area code, of agent for service)

	Delaware (State or other jurisdiction of incorporation)			58-2457246 (IRS Employer Identification No.)
	436 Walnut Street Philadelphia, Pennsylvania 19106 (215) 640-1000 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)			Chubb Group Holdings Inc. 550 Madison Avenue New York, New York 10022 Attn: Deputy General Counsel — Global Corporate Affairs (212) 827-4400 (Name, address, including zip code, and telephone number, including area code, of agent for service)

	Delaware (State or other jurisdiction of incorporation)			Not Applicable (IRS Employer Identification No.)
	c/o Chubb INA Holdings LLC 436 Walnut Street Philadelphia, Pennsylvania 19106 (215) 640-1000 (Address, including zip code, and telephone number, including area code, of Registrant’sprincipal executive offices)			Chubb Group Holdings Inc. 550 Madison Avenue New York, New York 10022 Attn: Deputy General Counsel — Global Corporate Affairs (212) 827-4400 (Name, address, including zip code, and telephone number, including area code, of agent for service)

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

	ABOUT THIS PROSPECTUS					1
	CHUBB LIMITED					3
	CHUBB INA					5
	THE CHUBB TRUSTS					5
	USE OF PROCEEDS					6
	GENERAL DESCRIPTION OF THE OFFERED SECURITIES					6
	DESCRIPTION OF CHUBB COMMON SHARES					6
	DESCRIPTION OF CHUBB INA DEBT SECURITIES AND CHUBB GUARANTEE					13
	DESCRIPTION OF THE WARRANTS TO PURCHASE COMMON SHARES					28
	DESCRIPTION OF PREFERRED SECURITIES					29
	DESCRIPTION OF PREFERRED SECURITIES GUARANTEES					38
	PLAN OF DISTRIBUTION					43
	LEGAL OPINIONS					45
	EXPERTS					45
	ENFORCEMENT OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS					45
	WHERE YOU CAN FIND MORE INFORMATION					46

Securities and Exchange Commission registration fee	$	(1)
Trustee’s fees and expenses		(1)
Printing expenses		(1)
Rating agency fees		(1)
Accounting fees and expenses		(1)
Legal fees and expenses		(1)
Blue Sky fees and expenses		(1)
Miscellaneous		(1)
Total	$	(1)

		*1.1				Form of Underwriting Agreement relating to common shares and/or warrants of Chubb Limited.
		*1.2				Form of Underwriting Agreement relating to debt securities of Chubb INA Holdings LLC, fully and unconditionally guaranteed by Chubb Limited.
		*1.3				Form of Underwriting Agreement relating to preferred securities issued of ACE Capital Trust III and ACE Capital Trust IV and preferred securities guarantees of Chubb Limited.
		4.1				Articles of Association of Chubb Limited, as amended and restated (incorporated by reference to Exhibit 3.1 to Chubb Limited’s Current Report on Form 8-K, dated May 16, 2024).
		4.2				Organizational Regulations of Chubb Limited as amended (incorporated by reference to Exhibit 3.2 to Chubb’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 24, 2023).
		4.3				Specimen certificate representing Common Shares (incorporated by reference to Exhibit 4.3 to Chubb Limited’s Current Report on Form 8-K, dated July 18, 2008).
		4.4				Senior Indenture among Chubb INA Holdings LLC (successor to Chubb INA Holdings Inc.), Chubb Limited and The Bank of New York Mellon Trust Company, N.A. (as successor), as trustee dated as of August 1, 1999 (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-3 of Chubb Limited filed December 10, 2014).
		4.5				First Supplemental Indenture dated as of March 13, 2013 to the Indenture dated as of August 1, 1999 among Chubb INA Holdings LLC (successor to Chubb INA Holdings Inc.), as Issuer, Chubb Limited, as Guarantor, and The Bank of New York Mellon Trust Company, N.A., as Successor Trustee (incorporated by reference to Exhibit 4.3 to Chubb Limited’s Current Report on Form 8-K, dated March 13, 2013).
		4.6				Subordinated Indenture among Chubb INA Holdings LLC (successor to Chubb INA Holdings Inc.), Chubb Limited and The Bank of New York Mellon Trust Company, N.A. (as successor), as trustee, dated as of December 1, 1999 (incorporated by reference to Exhibit 10.41 to the Annual Report on Form 10-K of Chubb Limited filed on March 29, 2000).
		*4.7				Form of Standard Stock Warrant Provisions.
		4.8				Certificate of Trust of ACE Capital Trust III (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-78841)).
		4.9				Certificate of Trust of ACE Capital Trust IV (incorporated by reference to Exhibit 4.11 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-88482)).
		4.10				Trust Agreement of ACE Capital Trust III (incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-78841)).
		4.11				Assignment and Assumption Agreement and First Amendment to the Trust Agreement of ACE Capital Trust III (incorporated by reference to Exhibit 4.13 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-88482)).
		4.12				Amendment No. 2 to the Trust Agreement of ACE Capital Trust III (incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-88482)).
		4.13				Trust Agreement of ACE Capital Trust IV (incorporated by reference to Exhibit 4.15 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-88482)).
		4.14				Form of Amended and Restated Trust Agreement of ACE Capital Trust III (incorporated by reference to Exhibit 4.17 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-78841)).
		4.15				Form of Amended and Restated Trust Agreement of ACE Capital Trust IV (incorporated by reference to Exhibit 4.17 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-88482)).
		4.16				Form of Preferred Securities Guarantee Agreement with respect to the preferred securities issued by ACE Capital Trust III (incorporated by reference to Exhibit 4.20 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-78841)).

	4.17	Form of Preferred Securities Guarantee Agreement with respect to the preferred securities issued by ACE Capital Trust IV (incorporated by reference to Exhibit 4.19 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-88482)).
	4.18	Certificate of Amendment to Certificate of Trust of ACE Capital Trust III (incorporated by reference to Exhibit 4.23 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-130378)).
	4.19	Certificate of Amendment to Certificate of Trust of ACE Capital Trust IV (incorporated by reference to Exhibit 4.24 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-130378)).
	4.20	Certificate of Amendment to Certificate of Trust of ACE Capital Trust III (incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-156143)).
	4.21	Certificate of Amendment to Certificate of Trust of ACE Capital Trust IV (incorporated by reference to Exhibit 4.19 to the Registration Statement on Form S-3 of Chubb Limited (No. 333-156143)).
	5.1	Opinion of Bär & Karrer AG as to the legality of securities.
	5.2	Opinion of Willkie Farr & Gallagher LLP as to the legality of securities.
	5.3	Opinion of Richards, Layton & Finger, P.A. relating to ACE Capital Trust III.
	5.4	Opinion of Richards, Layton & Finger, P.A. relating to ACE Capital Trust IV.
	22.1	Guaranteed Securities.
	23.1	Consent of Bär & Karrer AG (included in Exhibit 5.1).
	23.2	Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.2).
	23.3	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.3 and Exhibit 5.4).
	23.4	Consent of PricewaterhouseCoopers LLP.
	24.1	Powers of Attorney with respect to Chubb Limited (included in signature pages).
	24.2	Powers of Attorney with respect to Chubb INA Holdings LLC (included in signature pages).
	25.1	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1, as trustee for the Chubb INA Holdings LLC and Chubb Limited senior indenture, dated as of August 1, 1999.
	25.2	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1, as trustee for the Chubb INA Holdings LLC and Chubb Limited subordinated indenture, dated as of December 1, 1999.
	25.3	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1, as trustee for the Preferred Securities Guarantee Agreement with respect to the preferred securities of ACE Capital Trust III.
	25.4	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1, as trustee for the Preferred Securities Guarantee Agreement with respect to the preferred securities of ACE Capital Trust IV.
	25.5	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1, as trustee for The Amended and Restated Trust Agreement of ACE Capital Trust III.
	25.6	Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A. on Form T-1, as trustee for The Amended and Restated Trust Agreement of ACE Capital Trust IV.
107		Filing Fee Exhibit

	Signature			Title
	/s/ Evan G. Greenberg Evan G. Greenberg			Chairman and Chief Executive Officer; Director (Principal Executive Officer)
	/s/ Peter C. Enns Peter C. Enns			Executive Vice President and Chief Financial Officer (Principal Financial Officer)
	/s/ George F. Ohsiek George F. Ohsiek			Chief Accounting Officer (Principal Accounting Officer)
	/s/ Michael G. Atieh Michael G. Atieh			Director
	/s/ Nancy K. Buese Nancy K. Buese			Director
	/s/ Sheila P. Burke Sheila P. Burke			Director
	/s/ Nelson J. Chai Nelson J. Chai			Director
	/s/ Michael P. Connors Michael P. Connors			Director

	Signature			Title
	/s/ Michael L. Corbat Michael L. Corbat			Director
	/s/ Robert J. Hugin Robert J. Hugin			Director
	/s/ Robert W. Scully Robert W. Scully			Director
	/s/ Theodore E. Shasta Theodore E. Shasta			Director
	/s/ David. H. Sidwell David H. Sidwell			Director
	/s/ Olivier Steimer Olivier Steimer			Director
	/s/ Frances F. Townsend Frances F. Townsend			Director

	Name			Title
	/s/ John J. Lupica John J. Lupica			President and Director (Principal Executive Officer)
	/s/ Peter C. Enns Peter C. Enns			Chief Financial Officer and Director (Principal Financial and Accounting Officer)
	/s/ John W. Keogh John W. Keogh			Chairman and Director
	/s/ Timothy A. Boroughs Timothy A. Boroughs			Director
	/s/ Evan G. Greenberg Evan G. Greenberg			Director
	/s/ Juan Luis Ortega Juan Luis Ortega			Director

Bär & Karrer	Zürich		Genf		Lugano		Zug		www.baerkarrer.ch
Rechtsanwälte	Bär & Karrer AG		Bär & Karrer SA		Bär & Karrer SA		Bär & Karrer AG
	Brandschenkestrasse 90		12, quai de la Poste		Via Vegezzi 6		Baarerstrasse 8
	CH-8027 Zürich		CH-1211 Genève 11		CH-6901 Lugano		CH-6301 Zug
	Phone:	+41 58 261 50 00	Phone:	+41 58 261 57 00	Phone:	+41 58 261 58 00	Phone:	+41 58 261 59 00
	Fax:	+41 58 261 50 01	Fax:	+41 58 261 57 01	Fax:	+41 58 261 58 01	Fax:	+41 58 261 59 01
	zuerich@baerkarrer.ch		geneve@baerkarrer.ch		lugano@baerkarrer.ch		zug@baerkarrer.ch

Yours sincerely,
Bär & Karrer AG

/s/ Dr. Urs Kägi
Dr. Urs Kägi

Re:	Chubb Limited
	Chubb INA Holdings LLC
	Registration Statement on Form S-3

	95-3571558
(Jurisdiction of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)

333 South Hope Street
Suite 2525
Los Angeles, California	90071
(Address of principal executive offices)	(Zip code)

Delaware	58-2457246
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)

436 Walnut Street
Philadelphia, Pennsylvania	19106
(Address of principal executive offices)	(Zip code)

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

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

By:	/s/ Ann 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		5,196
Interest-bearing balances		320,481
Securities:
Held-to-maturity securities		0
Available-for-sale debt securities		519
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 credit losses on loans and leases		0
Loans and leases held for investment, net of allowance		0
Trading assets		0
Premises and fixed assets (including right-of-use assets)		11,540
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		103,122
Total assets	$	1,297,171

LIABILITIES

Deposits:
In domestic offices			1,073
Noninterest-bearing			1,073
Interest-bearing			0
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			0
Trading liabilities			0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)			0
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			259,868
Total liabilities			260,941
Not applicable

EQUITY CAPITAL

Perpetual preferred stock and related surplus			0
Common stock			1,000
Surplus (exclude all surplus related to preferred stock)			106,831
Not available
Retained earnings			928,399
Accumulated other comprehensive income			0
Other equity capital components			0
Not available
Total bank equity capital			1,036,230
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			1,036,230
Total liabilities and equity capital			1,297,171

Antonio I. Portuondo, President	)
Loretta A. Lundberg, Managing Director	)	Directors (Trustees)
Jon M. Pocchia, Senior Director	)