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Legal News

Cahill Represents Arch Capital Group in Acquisition of United Guaranty Corporation

Date: 12/31/16

Cahill Gordon & Reindel LLP represented Arch Capital Group Ltd. in connection with its previously announced acquisition of all of the outstanding shares of capital stock of United Guaranty Corporation from American International Group, Inc., which was completed on December 31, 2016. At the closing, Arch Capital paid approximately $3.26 billion, consisting of approximately $2.16 billion cash consideration and 1,276,282 shares of Arch Capital’s convertible non-voting common-equivalent preference shares. In addition, AIG received a $250 million pre-closing dividend. 

In connection with funding a portion of the cash consideration, Cahill represented Arch Capital Finance LLC in connection with its public offering of $950,000,000 of Senior Notes, fully and unconditionally guaranteed by Arch Capital, comprised of $500,000,000 aggregate principal amount of 4.011% Senior Notes due 2026 and $450,000,000 aggregate principal amount of 5.031% Senior Notes due 2046.  Cahill also represented Arch Capital 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, which generated gross proceeds of $450,000,000, and in connection with amending and restating its $850,000,000 credit agreement, providing for up to $350,000,000 of secured letters of credit and $500,000,000 of unsecured loans and letters of credit.