Debt and Financing Arrangements

12 Months Ended

Dec. 31, 2020

The Company’s senior notes payable at December 31, 2020 and 2019 were as follows:


					Carrying Amount at
	Interest		Principal		December 31,
	(Fixed)		Amount		2020		2019
2034 notes (1)	7.350	%	300,000		297,367		297,254
2043 notes (2)	5.144	%	500,000		494,944		494,831
2026 notes (3)	4.011	%	500,000		497,211		496,806
2046 notes (4)	5.031	%	450,000		445,402		445,317
2050 notes (5)	3.635	%	1,000,000		988,500		—
Watford notes (6)	6.500	%	140,000		137,689		137,418
			$	2,890,000	$	2,861,113	$	1,871,626

(1) Senior notes of Arch Capital issued on May 4, 2004 and due May 1, 2034 (“2034 notes”).

(2) Senior notes of Arch-U.S., a wholly-owned subsidiary of Arch Capital, issued on December 13, 2013 and due November 1, 2043 (“2043 notes”), fully and unconditionally guaranteed by Arch Capital.

(3) Senior notes of Arch Capital Finance LLC (“Arch Finance”), a wholly-owned finance subsidiary of Arch Capital, issued on December 8, 2016 and due December 15, 2026 (“2026 notes”), fully and unconditionally guaranteed by Arch Capital.

(4) Senior notes of Arch Finance issued on December 8, 2016 and due December 15, 2046 (“2046 notes”), fully and unconditionally guaranteed by Arch Capital

(5) Senior notes of Arch Capital issued on June 30, 2020 and due June 30, 2050.

(6) Senior notes of Watford issued on July 2, 2019 and due July 2, 2029, reflecting the elimination of amounts owned by Arch-U.S.

The 2034 notes are Arch Capital’s senior unsecured obligations and rank equally with all of its existing and future senior unsecured indebtedness. Interest payments on the 2034 notes are due on May 1st and November 1st of each year. Arch Capital may redeem the 2034 notes at any time and from time to time, in whole or in part, at a “make-whole” redemption price.

The 2043 notes are unsecured and unsubordinated obligations of Arch-U.S. and Arch Capital, respectively, and rank equally and ratably with the other unsecured and unsubordinated indebtedness of Arch-U.S. and Arch Capital, respectively. Interest payments on the 2043 notes are due on May 1st and November 1st of each year. Arch-U.S. may redeem the 2043 notes at any time and from time to time, in whole or in part, at a “make-whole” redemption price.

The 2026 notes are unsecured and unsubordinated obligations of Arch Finance and Arch Capital, respectively, and rank equally and ratably with the other unsecured and unsubordinated indebtedness of Arch Finance and Arch Capital, respectively. Interest payments on the 2026 notes are due on June 15th and December 15th of each year. Arch Finance may redeem the 2026 notes at any time and from time to time, in whole or in part, at a “make-whole” redemption price.

The 2046 notes are unsecured and unsubordinated obligations of Arch Finance and Arch Capital, respectively, and rank equally and ratably with the other unsecured and unsubordinated indebtedness of Arch Finance and Arch Capital, respectively. Interest payments on the 2046 notes are due on June 15th and December 15th of each year. Arch Finance may redeem the 2046 notes at any time and from time to time, in whole or in part, at a “make-whole” redemption price.

On June 30, 2020, Arch Capital completed a public offering of $1.0 billion aggregate principal amount of its 3.635% senior notes with a scheduled maturity of June 30, 2050 (the “2050 notes”). The 2050 notes are Arch Capital’s senior unsecured obligations and rank equally with all of its existing and future senior unsecured indebtedness. Interest payments on the 2050 notes are due semi-annually in arrears on June 30 and December 30, beginning on December 30, 2020, to holders of record on the preceding June 15 or December 15, as the case may be. Interest will be calculated on the basis of a 360-day year of twelve 30-day months. Subject to conditions of redemption, Arch Capital may redeem the 2050 notes at any time and from time to time prior to December 30, 2049, in whole or in part, at a redemption price equal to the “make-whole” redemption price, plus accrued and unpaid interest thereon to, but excluding, the redemption date.

On July 2, 2019, Watford completed an offering of $175.0 million in aggregate principal amount of its 6.5% senior notes, due July 2, 2029 (“Watford Senior Notes”). Interest on the Watford Senior Notes will be paid semi-annually in arrears on each January 2 and July 2, commencing January 2, 2020. The $172.3 million net proceeds from the offering were used to redeem a portion of Watford Preference Shares. The Company purchased $35.0 million in aggregate principal amount of the Watford Senior Notes.

Letter of Credit and Revolving Credit Facilities

In the normal course of its operations, the Company enters into agreements with financial institutions to obtain secured and unsecured credit facilities.

On December 17, 2019, Arch Capital and certain of its subsidiaries entered into a $750.0 million five-year credit facility (the “Credit Facility”) with a syndication of lenders.

The Credit Facility consists of a $250.0 million secured facility for letters of credit (the “Secured Facility”) and a $500.0 million unsecured facility for revolving loans and letters of credit (the “Unsecured Facility”). Obligations of each borrower under the Secured Facility for letters of credit are secured by cash and eligible securities of such borrower held in collateral accounts. Commitments under the Credit Facility may be increased up to, but not exceeding, an aggregate of $1.3 billion. Arch Capital has a one-time option to convert any or all outstanding revolving loans of Arch Capital and/or Arch-U.S. to term loans with the same terms as the revolving loans except that any prepayments may not be re-borrowed. Arch-U.S. guarantees the obligations of Arch Capital, and Arch Capital guarantees the obligations of Arch-U.S. Borrowings of revolving loans may be made at a variable rate based on LIBOR or an alternative base rate at the option of Arch Capital. Arch Capital and its lenders may agree on a LIBOR successor rate at the appropriate time to address the replacement of LIBOR. Secured letters of credit are available for issuance on behalf of certain Arch Capital subsidiaries. The Credit Facility is structured such that each party that requests a letter of credit or borrowing does so only for itself and its own obligations.

The Credit Facility contains certain restrictive covenants customary for facilities of this type, including restrictions on indebtedness, consolidated tangible net worth, minimum shareholders’ equity levels and minimum financial strength ratings. Arch Capital and its subsidiaries which are party to the agreement were in compliance with all covenants contained therein at December 31, 2020.

Commitments under the Credit Facility will expire on December 17, 2024, and all loans then outstanding must be repaid. Letters of credit issued under the Unsecured Facility will not have an expiration date later than December 17, 2025.

Under the $250.0 million secured letter of credit facility, Arch Capital’s subsidiaries had $218.4 million of letters of credit outstanding and remaining capacity of $31.6 million at December 31, 2020. In addition, certain of Arch Capital’s subsidiaries had outstanding secured and unsecured letters of credit of $250.0 million and $26.2 million respectively, which were issued in the normal course of business.

When issued, all secured letters of credit are secured by a portion of the investment portfolio. At December 31, 2020, these letters of credit were secured by investments with a fair value of $262.4 million.

Watford has access to a $100 million secured letter of credit facility expiring on May 16, 2021, a $50 million unsecured letter of credit facility which auto extends on September 17, 2021 and a $440 million secured credit facility expiring on November 30, 2021 that provides for borrowings and the

issuance of letters of credit not to exceed $220 million. Borrowings of revolving loans may be made by Watford at a variable rate based on LIBOR or an alternative base rate at the option of Watford. At December 31, 2020, Watford had $126.0 million in outstanding letters of credit under the facilities and $155.7 million of borrowings outstanding under the secured credit facility, backed by Watford’s investment portfolio. Watford was in compliance with all covenants contained in these credit facilities at December 31, 2020. The Company does not guarantee or provide credit support for Watford, and the Company’s financial exposure to Watford is limited to its investment in Watford’s senior notes, common and preferred shares and counterparty credit risk (mitigated by collateral) arising from the reinsurance transactions.

The Company’s outstanding revolving credit agreement borrowings were as follows:


	Year Ended December 31,
	2020		2019
Arch Capital	$	—	$	—
Watford	155,687		484,287
Total	$	155,687	$	484,287