Obligation Axys 5.875% ( US05463HAA95 ) en USD

Axys

100 % ▼

Etats-unis

US05463HAA95 ( en USD )

5.875% par an ( paiement semestriel )

01/06/2020 - Obligation échue

Prospectus brochure de l'obligation Axis US05463HAA95 en USD 5.875%, échue

2 000 USD

500 000 000 USD

05463HAA9

N/A

AXIS Communications est un leader mondial dans la fourniture de solutions de vidéosurveillance réseau, incluant des caméras, des logiciels et des services.

L'Obligation émise par Axys ( Etats-unis ) , en USD, avec le code ISIN US05463HAA95, paye un coupon de 5.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2020

Prospectus Supplement
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424B2 1 d424b2.htm PROSPECTUS SUPPLEMENT
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each class of securities
Amount to be
Amount of
to be registered
registered
registration fee(1)
5.875% Senior Notes due 2020 of AXIS Specialty Finance LLC
$500,000,000
$35,650
Guarantee of AXIS Capital Holdings Limited of 5.875% Senior Notes due 2020(2)
N/A

--

TOTAL
$500,000,000

$35,650
(1) This filing fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended, and relates to
the Registration Statement on Form S-3 (File No. 333-165548 ) filed by the Registrants on March 18, 2010.

(2) No separate consideration will be received for the guarantee. Pursuant to Rule 457(n) under the Securities Act of 1933,
as amended, no separate fee for the guarantee is payable.
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FILED PURSUANT TO RULE 424(B)(2)
REGISTRATION NO. 333-165548
333-165548-01
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 18, 2010)

$500,000,000
AXIS SPECIALTY FINANCE LLC
5.875% SENIOR NOTES DUE 2020
Fully and unconditionally guaranteed by
AXIS CAPITAL HOLDINGS LIMITED

The notes will bear interest at the rate of 5.875% per year. Interest on the notes is payable on June 1 and December 1
of each year, beginning on June 1, 2010, provided that such day is a business day in New York City. The notes will mature
on June 1, 2020.
The notes will be unsecured senior obligations of AXIS Specialty Finance LLC and will rank equally with all of our
other unsecured senior indebtedness. The notes will be fully and unconditionally guaranteed by AXIS Capital Holdings
Limited. The guarantee will be an unsecured senior obligation of AXIS Capital Holdings Limited and will rank equally with
all of its other existing and future unsecured senior obligations.
We may redeem the notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the
notes, plus a "make whole" premium, plus accrued and unpaid interest, if any. The notes are not subject to a sinking fund
provision.
The notes will not be listed on any securities exchange.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-7.

Per Note
Total
Public offering price

99.624%
$498,120,000
Underwriting discount

0.650%
$ 3,250,000
Proceeds to AXIS Finance

98.974%
$494,870,000
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved
of these securities or determined if this prospectus supplement or the attached prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect that the notes will be ready for delivery in book-entry form only through the facilities of
The Depository Trust Company ("DTC") and its direct participants, including Euroclear Bank S.A./N.V. and Clearstream
Banking, société anonyme on or about March 23, 2010.
Joint Book-Running Managers

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Barclays Capital

Deutsche Bank Securities
Wells Fargo Securities
Co-Managers

BofA Merrill Lynch
Citi

J.P. Morgan
Crédit Agricole CIB
HSBC

The date of this prospectus supplement is March 18, 2010

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Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About this Prospectus Supplement

ii
Cautionary Statement Regarding Forward-Looking Statements

ii
Prospectus Supplement Summary

S-1
Risk Factors

S-7
Use of Proceeds

S-9
Capitalization

S-9
Description of the Notes and the Guarantee
S-10
Certain U.S. Federal Income Tax Consequences
S-18
Certain ERISA Considerations
S-21
Underwriting
S-23
Legal Matters
S-26
Where You Can Find More Information
S-26
Prospectus

Prospectus Summary

i
Risk Factors

1
Cautionary Statement Regarding Forward-Looking Statements

1
AXIS Capital Holdings Limited

2
AXIS Finance

3
AXIS Capital Trusts

4
Use of Proceeds

6
Ratio of Earnings to Fixed Charges and Preferred Dividends

6
Description of Our Share Capital

7
Description of Our Depositary Shares

20
Description of AXIS Capital Debt Securities

23
Description of Our Warrants

34
Description of AXIS Finance Debt Securities and AXIS Capital Debt Guarantees

37
Description of Trust Preferred Securities and Trust Guarantees

47
Description of Purchase Contracts and Purchase Units

55
Selling Securityholders

56
Book-Entry Procedures and Settlement

58
Certain Tax Considerations

61
Certain ERISA Considerations

78
Plan of Distribution

80
Where You Can Find More Information

83
Legal Matters

84
Experts

84
Enforceability of Civil Liabilities Under U.S. Federal Securities Laws and Other Matters

84

i
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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement contains the terms of this offering of notes. This prospectus supplement may add,
update or change information contained or incorporated by reference in the accompanying prospectus. In addition, the
information incorporated by reference in the accompanying prospectus may have added, updated or changed information in
the accompanying prospectus. If information in this prospectus supplement is inconsistent with any information in the
accompanying prospectus (or any information incorporated therein by reference), this prospectus supplement will apply and
will supersede such information in the accompanying prospectus. It is important for you to read and consider all information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus in making your
investment decision. You should also read and consider the additional information under the caption "Where You Can Find
More Information" in this prospectus supplement and the accompanying prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the attached prospectus. No one has been authorized to provide you with different information. You
should not assume that the information contained in this prospectus supplement or the attached prospectus is
accurate as of any date other than the date on the front cover of the document. The notes are not being offered in any
state or jurisdiction where the offer is not permitted.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference into this
prospectus supplement and the accompanying prospectus contain forward-looking statements within the meaning of the U.S.
federal securities laws. We intend these forward-looking statements to be covered by the safe harbor provisions for forward-
looking statements in the federal securities laws. In some cases, these statements can be identified by the use of forward-
looking words such as "may," "should," "could," "anticipate," "estimate," "expect," "plan," "believe," "predict," "potential,"
"outlook," "seeks," "approximately" and "intend." Forward-looking statements only reflect our expectations and are not
guarantees of performance. These statements involve risks, uncertainties and assumptions. Actual events or results may differ
materially from our expectations. Accordingly there are or will be important factors that could cause actual outcomes or
results to differ materially from those indicated in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference into this prospectus supplement and the accompanying prospectus. We believe these
factors include but are not limited to those described under the caption "Risk Factors." These factors should not be construed
as exhaustive and should be read in conjunction with the other cautionary statements that are included in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and
the accompanying prospectus.
Any forward-looking statements made by or on behalf of us in this prospectus supplement, the accompanying
prospectus or in a document incorporated by reference into this prospectus supplement and the accompanying prospectus
speak only as of the date of this prospectus supplement, the accompanying prospectus or such document incorporated by
reference, as the case may be. We undertake no obligation to update or revise publicly any forward-looking statements,
whether as a result of new information, future events or otherwise.

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained or incorporated by reference within this prospectus supplement
and the accompanying prospectus. While we have highlighted what we believe is the most important information about
us and this offering in this summary, you should read the entire prospectus supplement and the accompanying
prospectus carefully, including the "Risk Factors" and "Cautionary Statement Regarding Forward-Looking
Statements" sections and AXIS Capital's consolidated financial statements and the notes to those consolidated financial
statements, in each case incorporated by reference herein, before making an investment decision. In this prospectus
supplement, references to "AXIS Finance," "we," "us" or "our" refer to AXIS Specialty Finance LLC, references to
"AXIS U.S. Holdings" refer to AXIS Specialty U.S. Holdings, Inc. and references to "AXIS Capital" refer to the
consolidated operations of AXIS Capital Holdings Limited and its direct and indirect subsidiaries and branches, unless
the context suggests otherwise. References in this prospectus supplement to "dollars" or "$" are to the lawful currency
of the United States of America, unless the context otherwise requires.
AXIS CAPITAL HOLDINGS LIMITED
AXIS Capital is a Bermuda-based holding company. AXIS Capital was incorporated on December 9, 2002.
AXIS Specialty Limited ("AXIS Specialty Bermuda") commenced operations on November 20, 2001. AXIS Specialty
Bermuda and its subsidiaries became wholly owned subsidiaries of AXIS Capital pursuant to an exchange offer
consummated on December 31, 2002. Through its various operating subsidiaries and branches, AXIS Capital provides a
broad range of insurance and reinsurance products to insureds' and reinsureds' worldwide operations with primary
locations in Bermuda, the United States and Europe. AXIS Capital's business consists of two distinct global
underwriting platforms, AXIS Insurance and AXIS Re.
AXIS Capital's underwriting operations are organized around its two distinct global underwriting platforms,
AXIS Insurance and AXIS Re, and therefore AXIS Capital has determined that it has two reportable segments, insurance
and reinsurance. Except for goodwill and intangible assets, AXIS Capital does not allocate its assets by segment as it
evaluates the underwriting results of each segment separately from the results of its investment portfolio.
AXIS Capital's insurance segment offers specialty insurance products to a variety of niche markets on a
worldwide basis. The following are the lines of business in AXIS Capital's insurance segment:

·
Property: provides physical loss or damage, business interruption and machinery breakdown coverage for
virtually all types of property, including commercial buildings, residential premises, construction projects

and onshore energy installations. This line of business consists of both primary and excess risks, some of
which are catastrophe-exposed.

·
Marine: provides coverage for traditional marine classes, including offshore energy, cargo, liability,
recreational marine, fine art, specie, hull and war. Offshore energy coverages include physical damage,

business interruption, operators extra expense and liability coverage for all aspects of offshore upstream
energy, from exploration and construction through the operation and distribution phases.

·
Terrorism: provides coverage for physical damage and business interruption of an insured following an act

of terrorism.

·
Aviation: provides hull and liability and specific war coverage primarily for passenger airlines but also for

cargo operations, general aviation operations, airports, aviation authorities, security firms and product
manufacturers.

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·
Credit and political risk: provides credit and political risk insurance products for banks and corporations.
Coverage is provided for a range of risks including sovereign default, credit default, political violence,
currency inconvertibility and non-transfer, expropriation, aircraft non-repossession and contract frustration
due to political events. The credit insurance coverage is primarily for lenders seeking to mitigate the risk of

non-payment from their borrowers in emerging markets. For the credit insurance contracts, it is necessary
for the buyer of the insurance (most often a bank) to hold an insured asset (most often an underlying loan)
in order to claim compensation under the insurance contract. The traditional political risk coverage provides
protection against sovereign actions that result in the impairment of cross-border investments for banks and
major corporations (known as "CEND" coverages).

·
Professional lines: provides coverage for directors' and officers' liability, errors and omissions liability,
employment practices liability, fiduciary liability, crime, professional indemnity and other financial

insurance related coverages for commercial enterprises, financial institutions and not-for-profit
organizations. This business is predominantly written on a claims-made basis.

·
Liability: primarily targets primary and low/mid-level excess and umbrella commercial liability risks in the

U.S. excess and surplus lines markets. Target industry sectors include construction, manufacturing,
transportation and trucking and other services.

·
Other: primarily consists of employee medical coverage for self-insured, small and medium sized

employers, for losses in excess of a given retention.
AXIS Capital's reinsurance segment provides non-life insurance to insurance companies on a worldwide basis.
The following are AXIS Capital's lines of business in its reinsurance segment:

·
Catastrophe: provides protection for most catastrophic losses that are covered in the underlying insurance
policies written by AXIS Capital's cedants. The exposure in the underlying policies is principally property
exposure but also covers other exposures including workers compensation, personal accident and life. The

principal perils in this portfolio are hurricane and windstorm, earthquake, flood, tornado, hail and fire. In
some instances, terrorism may be a covered peril or the only peril. AXIS Capital underwrites catastrophe
reinsurance principally on an excess of loss basis.

·
Property: includes reinsurance written on both a proportional and a per risk excess of loss basis and covers

underlying personal lines and commercial property exposures. Here the primary reason for the product is
not simply to protect against catastrophic perils, however they are normally included with limitations.

·
Professional Liability: covers directors' and officers' liability, employment practices liability, medical
malpractice, lawyers' and accountants' liability, environmental liability and miscellaneous errors and

omissions insurance risks. The underlying business is predominantly written on a claims-made basis.
Business is written on both a proportional and excess of loss basis.

·
Credit and Bond: consists of reinsurance of trade credit insurance products and includes both proportional
and excess of loss structures. The underlying insurance indemnifies sellers of goods and services in the

event of a payment default by the buyer of those goods and services. Also included in this line of business
is coverage for losses arising from a broad array of surety bonds issued by bond insurers principally to
satisfy regulatory demands in a variety of jurisdictions around the world.

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·
Motor: provides coverage to cedants for motor liability and, to a lesser degree, property damage losses

arising out of any one occurrence. The occurrence can involve one or many claimants where the ceding
insurer aggregates the claims from the occurrence.

·
Liability: provides coverage to insurers of standard casualty business, excess and surplus casualty business

and specialty casualty programs. The primary focus of the underlying business is general liability, although
workers compensation and auto liability are also written.

·
Engineering: provides coverage for all types of construction risks and risks associated with erection, testing
and commissioning of machinery and plants during the construction stage. This line of business also

includes coverage for losses arising from operational failures of machinery, plant and equipment and
electronic equipment as well as business interruption.

·
Other: includes aviation, marine, personal accident and crop reinsurance.
AXIS Capital's long-term business strategy focuses on utilizing its management's extensive expertise,
experience and long-standing market relationships to identify and underwrite attractively priced risks while delivering
insurance and reinsurance solutions to its customers. AXIS Capital's underwriters worldwide are focused on constructing
a portfolio of risks that effectively utilizes its capital while optimizing the risk-reward characteristics of the portfolio.
AXIS Capital exercises disciplined underwriting practices and manages a diverse book of business while seeking to
maximize its profitability and generate superior returns on equity. To afford itself ample opportunity to construct a
portfolio diversified by product and geography that meets its profitability and return objectives, AXIS Capital has
implemented organic growth strategies in key markets worldwide.
AXIS Capital's principal executive offices are located at 92 Pitts Bay Road, Pembroke HM 08, Bermuda, and its
telephone number is (441) 496-2600.
AXIS SPECIALTY FINANCE LLC
AXIS Finance was formed in Delaware on March 12, 2010 as a limited liability company and is a direct wholly-
owned subsidiary of AXIS U.S. Holdings and an indirect wholly-owned subsidiary of AXIS Capital. AXIS Finance is a
finance subsidiary without other material business activities. The principal executive office of AXIS Finance is 11680
Great Oaks Way, Suite 500, Alpharetta, Georgia 30022 and its telephone number is (678) 746-9000.

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The Offering
The summary below describes the principal terms of the notes. Some of the terms and conditions described
below are subject to important limitations and exceptions. For a more complete understanding of this offering and the
terms of the notes, we encourage you to read this entire prospectus supplement, including the information under the
caption "Description of the Notes and the Guarantee," and the accompanying prospectus, including the information
under the caption "Description of AXIS Finance Debt Securities and AXIS Capital Debt Guarantees," and the
documents incorporated by reference in this prospectus supplement and the accompanying prospectus.
Issuer
AXIS Specialty Finance LLC.
Guarantor
AXIS Capital Holdings Limited.
Notes Offered
$500,000,000 aggregate principal amount of 5.875% senior notes due
2020.
Guarantee
Fully and unconditionally guaranteed by AXIS Capital Holdings Limited.
Maturity Date
June 1, 2020.
Interest Rate and Payment Dates
The notes will bear interest at a per annum rate of 5.875%, payable semi-
annually in arrears on June 1 and December 1 of each year, commencing
June 1, 2010.
Ranking
The notes:

·
are unsecured senior obligations of AXIS Finance;

·
rank equally with future unsecured and senior debt of AXIS

Finance; and

·
are effectively junior to any future secured indebtedness of

AXIS Finance.
The guarantee:

·
is an unsecured senior obligation of AXIS Capital Holdings

Limited;

·
ranks equally with all outstanding and future unsecured and

senior debt of AXIS Capital Holdings Limited;

·
is effectively junior to any future secured indebtedness of AXIS

Capital Holdings Limited; and

·
is effectively junior to any existing and future liabilities of

AXIS Capital Holdings Limited's subsidiaries.

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Optional Redemption
The notes will be redeemable, at our option, in whole or in part, at any
time, at a redemption price equal to 100% of the principal amount of the
notes, plus a "make whole" premium, plus accrued and unpaid interest, if
any. See "Description of the Notes and the Guarantee--Optional
Redemption."
Use of Proceeds
We will lend all of the net proceeds from this offering to our direct parent,
AXIS U.S. Holdings. AXIS U.S. Holdings will use the proceeds for
general corporate purposes. See "Use of Proceeds."
Trustee
The Bank of New York Mellon Trust Company, N.A.
Risk Factors
Investing in the notes involves risks. See the section titled "Risk Factors"
beginning on page S-7 of this prospectus supplement and other
information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus for a discussion of factors
you should carefully consider before deciding to invest in the notes.

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