Conyers advised Arch Capital Group Ltd. in its previously announced acquisition of United Guaranty Corporation (UGC) from American International Group, Inc. (AIG), which was completed on 31 December 2016. At the closing, Arch Capital Group Ltd. paid approximately US$3.26 billion consisting of approximately US$2.16 billion cash consideration and shares of Arch Capital Group Ltd.’s convertible non-voting common-equivalent preference shares.
In connection with funding a portion of the cash consideration, Conyers represented Arch Capital Group Ltd. in connection with its public offering of US$950,000,000 Senior Notes, fully and unconditionally guaranteed by Arch Capital Group Ltd., comprised of US$500,000,000 aggregate principal amount of 4.011% Senior Notes due 2026 and US$450,000,000 aggregated principal amount of 5.031% Senior Notes due 2046.
Conyers also represented Arch Capital Group Ltd. in connection with its public offering of 18,000,000 depositary shares, each representing a 1/1,000th interest in a 5.25% Non-Cumulative Preferred Share, Series E and restating its US$850,000,000 credit agreement, providing for up to US$350,000,000 of secured letters of credit and US$500,000,000 of unsecured loans and letters of credit.
Graham Collis, Chiara Nannini and Jason Piney of Conyers’ Bermuda office advised on the matter alongside Cahill Gordon & Reindel LLP (New York). Sullivan & Cromwell LLP (New York) acted for AIG.