UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2019

AXIS CAPITAL HOLDINGS LIMITED

(Exact Name Of Registrant As Specified In Charter)

Bermuda		001-31721		98-0395986
(State of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

92 Pitts Bay Road

Pembroke, Bermuda HM 08

(Address of principal executive offices, including zip code)

(441) 496-2600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e(4)(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common shares, par value $0.0125 per share		AXS		New York Stock Exchange
5.50% Series D preferred shares		AXS PRD		New York Stock Exchange
Depositary Shares, each representing a 1/100th interest in a 5.50% Series E preferred share		AXS PRE		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01 Other Events.

On December 3, 2019, AXIS Capital Holdings Limited (“AXIS Capital”), a Bermuda company, issued the press release attached hereto as Exhibit 99.1 announcing that its indirect, wholly-owned subsidiary, AXIS Specialty Finance LLC, a Delaware limited liability company, has priced an offering of $425.0 million aggregate principal amount of its 4.900% Fixed-Rate Reset Junior Subordinated Notes due 2040 (the “Notes”), fully and unconditionally guaranteed on an unsecured and junior subordinated basis by AXIS Capital, pursuant to an effective shelf registration statement. The Notes will be sold pursuant to an Underwriting Agreement, dated December 3, 2019 (the “Underwriting Agreement”), with Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives of the several underwriters named therein. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.				Description
	1.1			Underwriting Agreement, dated December 3, 2019, among AXIS Capital, AXIS Specialty Finance LLC and Wells Fargo Securities, LLC and Citigroup Global Markets Inc., as representatives of the other several underwriters named therein.
	99.1			Press release dated December 3, 2019
	104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 5, 2019

AXIS CAPITAL HOLDINGS LIMITED
By:		/s/ Conrad D. Brooks
		Conrad D. Brooks
		General Counsel