AXIS Capital and AXIS Finance Enter into First Supplemental Indenture Related to 5.150% Senior Notes due 2045

05 April 2019

Hamilton, Bermuda: April 5, 2019 – In a filing with the Bermuda Stock Exchange (“BSX”), AXIS Capital Holdings Limited (“AXIS Capital” or “the Company”) (NYSE: AXS) announced that the Company and AXIS Specialty Finance PLC, a public company limited by shares incorporated under the laws of England and Wales and an indirect wholly-owned subsidiary of the Company (“AXIS Finance”), have entered into a first supplemental indenture relating to AXIS Finance’s 5.150% Senior Notes due 2045.  The full filing stated:

 

The Company and AXIS Finance have entered into a first supplemental indenture (the “First Supplemental Indenture”) among AXIS Finance, as issuer, the Company, as guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), to the senior indenture, dated as of March 13, 2014 (the “Indenture”) relating to $250,000,000 aggregate principal amount of 5.150% senior notes due 2045 (the “2045 Senior Notes”) issued by AXIS Finance and fully and unconditionally guaranteed by the Company.

The changes described below were made to permit the 2045 Senior Notes to qualify as Tier 3 ancillary capital under eligible capital requirements of the Bermuda Monetary Authority. Because this amendment does not materially adversely affect the interests of the holders of 2045 Senior Notes, the First Supplemental Indenture was entered into without consent of any holders of 2045 Senior Notes. The First Supplemental relates to the 2045 Senior Notes only and does not affect any other series of securities issued under the Indenture.

The 2045 Senior Notes originally provided that the 2045 Senior Notes are redeemable at any time at the option of AXIS Finance at a redemption price equal to a make-whole premium or, in the event that, as a result of certain tax law changes, AXIS Finance or the Company becomes obligated to pay additional amounts with respect to the 2045 Senior Notes, at par, plus in each case, accrued and unpaid interest. The First Supplemental Indenture limits this optional redemption right to provide that the 2045 Senior Notes are not redeemable at the option of AXIS Finance on or before March 13, 2017, except in the limited circumstances set forth in the First Supplemental Indenture and prior to maturity unless certain conditions are satisfied.

The First Supplemental Indenture also clarifies, for the avoidance of doubt, that the 2045 Senior Notes are free of encumbrances and that neither the Indenture nor the 2045 Senior Notes contain any terms or conditions designed to accelerate or induce the Company or any of its subsidiary’s insolvency or effect similar proceedings.

Holders of 2045 Senior Notes should note that the 2045 Senior Notes do not in any way give rise to any rights of set-off against any claims and obligations of the Company, AXIS Finance or any of the Company’s regulated operating subsidiaries to any holder or creditor.

About AXIS Capital

AXIS Capital, through its operating subsidiaries, is a global provider of specialty lines insurance and treaty reinsurance with shareholders’ equity at December 31, 2018, of $5 billion and locations in Bermuda, the United States, Europe, Singapore, Middle East, Canada and Latin America. Its operating subsidiaries have been assigned a rating of “A+” (“Strong”) by Standard & Poor’s and “A+” (“Superior”) by A.M. Best. For more information about AXIS Capital, visit our website at www.axiscapital.com.

Investor Contact

Matt Rohrmann

AXIS Capital Holdings Limited

investorrelations@axiscapital.com

(212) 940-3339

Media Contact

Anna Kukowski

AXIS Capital Holdings Limited

Anna.Kukowski@axiscapital.com

(212) 715-3574

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