Obligation Axys 3.9% ( US05463HAB78 ) en USD

Axys

100 % ▲

Etats-unis

US05463HAB78 ( en USD )

3.9% par an ( paiement semestriel )

14/07/2029

Prospectus brochure de l'obligation Axis US05463HAB78 en USD 3.9%, échéance 14/07/2029

2 000 USD

300 000 000 USD

05463HAB7

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

15/01/2026 ( Dans 31 jours )

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 US05463HAB78, paye un coupon de 3.9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2029

L'Obligation émise par Axys ( Etats-unis ) , en USD, avec le code ISIN US05463HAB78, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Axys ( Etats-unis ) , en USD, avec le code ISIN US05463HAB78, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d761905d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Nos. 333-214764
333-214764-02
CALCULATION OF REGISTRATION FEE

Amount
Title of each class of
to be
Amount of
securities to be registered

registered

registration fee(1)
3.900% Senior Notes due 2029 of AXIS Specialty Finance LLC

$300,000,000

$36,360
Guarantee of AXIS Capital Holdings Limited of 3.900% Senior Notes due 2029(2)

N/A

--

(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. 333-214764) filed by the Registrants on November 22, 2016.

(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.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus Dated November 22, 2016)

AXIS SPECIALTY FINANCE LLC
$300,000,000 3.900% SENIOR NOTES DUE 2029
Fully and unconditionally guaranteed by
AXIS CAPITAL HOLDINGS LIMITED

The notes (the "notes") will bear interest at the rate of 3.900% per year. Interest on the notes is payable on January 15 and July 15 of each year,
beginning on January 15, 2020, provided that such day is a business day in New York City. The notes will mature on July 15, 2029.
The notes will be unsecured senior obligations of AXIS Specialty Finance LLC and will rank equally with all outstanding and future unsecured and
senior debt of AXIS Specialty Finance LLC. The notes will be fully and unconditionally guaranteed by AXIS Capital Holdings Limited. The guarantee of
the notes will be an unsecured senior obligation of AXIS Capital Holdings Limited and will rank equally with all outstanding and future unsecured and
senior debt of AXIS Capital Holdings Limited. See "Description of the Notes and the Guarantees--Ranking."
The notes will be redeemable at our option (subject to the BMA Redemption Requirements (as defined herein)) in whole or in part, at any time prior
to April 16, 2029 (the date that is three months prior to the maturity date of the notes), at a redemption price equal to 100% of the principal amount of the
notes redeemed, plus a "make whole" premium, plus accrued and unpaid interest, if any. On or after April 16, 2029, we may (subject to the BMA
Redemption Requirements) redeem some or all of the notes at a redemption price equal to 100% of the principal amount of the notes redeemed, plus
accrued and unpaid interest, if any. See "Description of the Notes and the Guarantees--Optional Redemption." The notes are not subject to a sinking fund
provision. For the avoidance of doubt, payment of principal on the date of maturity will not be subject to the BMA Redemption Requirements.

Investing in the notes involves risks. See "Risk Factors" on page S-6 in this prospectus supplement and on page 2
in the accompanying prospectus.
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Per

Note

Total

Public Offering Price

99.363%
$
298,089,000
Underwriting Discount(1)

0.650%
$
1,950,000
Proceeds to AXIS Specialty Finance LLC

98.713%
$
296,139,000

(1)
The underwriters have agreed to reimburse us for certain fees and expenses relating to this offering. See "Underwriting."
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 June 19, 2019 (which
settlement cycle is herein referred to as T+5).

Joint Book-Running Managers

Wells Fargo Securities

HSBC
Senior Co-Manager
Citigroup
Junior Co-Managers

BMO Capital Markets

ING

Lloyds Securities
The date of this prospectus supplement is June 12, 2019.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About this Prospectus Supplement
S-i
Cautionary Statement Regarding Forward-Looking Statements
S-ii
Prospectus Supplement Summary
S-1
Risk Factors
S-6
Use of Proceeds
S-9
Capitalization
S-10
Description of the Notes and the Guarantees
S-11
Book-Entry, Settlement and Clearance
S-19
Taxation
S-22
Certain ERISA Considerations
S-27
Underwriting
S-29
Legal Matters
S-35
Experts
S-35
Where You Can Find More Information
S-35
Incorporation of Certain Documents by Reference
S-36

Page
Prospectus

Prospectus Summary

1
Risk Factors

2
Cautionary Statement Regarding Forward-Looking Statements

2
AXIS Capital Holdings Limited

2
AXIS Finance

3
AXIS Finance PLC

3
Use of Proceeds

3
Ratio of Earnings to Fixed Charges and Preferred Dividends

3
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Description of Our Share Capital

4
Description of Our Depositary Shares

16
Description of AXIS Capital Debt Securities

19
Description of Our Warrants

29
Description of AXIS Finance Debt Securities and AXIS Capital Debt Guarantees

31
Description of AXIS Finance PLC Debt Securities and AXIS Capital Debt Guarantees

40
Description of Purchase Contracts and Purchase Units

51
Book-Entry Procedures and Settlement

52
Certain Tax Considerations

54
Certain ERISA Considerations

74
Plan of Distribution

76
Where You Can Find More Information

78
Legal Matters

79
Experts

79
Enforceability of Civil Liabilities under U.S. Federal Securities Laws and Other Matters

79
Table of Contents
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 in or incorporated
by reference into 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.
In this prospectus supplement, references to "AXIS Finance LLC," "we," "us" or "our" refer to AXIS Specialty Finance LLC 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.
None of the Securities and Exchange Commission, any state securities commission, the Registrar of Companies in Bermuda, the Bermuda
Monetary Authority or any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of
this prospectus or any prospectus supplement. Any representation to the contrary is a criminal offense.
You should rely only on the information contained in or incorporated by reference into 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.

S-i
Table of Contents
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 section 27A of the Securities Act of 1933, as amended, and section
21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts included in this prospectus supplement,
the accompanying prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying prospectus, including
statements regarding our estimates, beliefs, expectations, intentions, strategies or projections are "forward-looking statements." We intend these forward-
looking statements to be covered by the safe harbor provisions for forward-looking statements in the U.S. 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," "approximately," "intend" or similar expressions. These forward-looking statements are not historical facts, and are based on upon
current expectations, estimates and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond
management's control.
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Forward-looking statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference into
this prospectus supplement and the accompanying prospectus, may include, but are not limited to, information regarding our estimates of losses related to
catastrophes and other large losses, measurements of potential losses in the fair market value of our investment portfolio and derivative contracts, our
expectations regarding the performance of our business, our financial results, our liquidity and capital resources, the outcome of our strategic initiatives,
our expectations regarding estimated synergies and the success of the integration of acquired entities, our expectations regarding the estimated benefits and
synergies related to AXIS Capital's transformation program, our expectations regarding pricing and other market conditions, our growth prospects, and
valuations of the potential impact of movements in interest rates, equity securities prices, credit spreads and foreign currency rates.
Forward-looking statements only reflect our expectations and are not guarantees of performance. These statements involve risks, uncertainties and
assumptions. Accordingly, there are or will be important factors that could cause actual 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 that 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.

S-ii
Table of Contents
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained in 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.
AXIS Capital Holdings Limited
AXIS Capital, through its operating subsidiaries, provides a broad range of specialty insurance and reinsurance solutions to its clients on a
worldwide basis, with locations in Bermuda, the United States, Europe, Singapore, Canada, Latin America and the Middle East. AXIS Capital's
business consists of two distinct global underwriting platforms, AXIS Insurance and AXIS Re.
The markets in which AXIS Capital operates have historically been cyclical. During periods of excess underwriting capacity, as defined by
availability of capital, competition can result in lower pricing and less favorable policy terms and conditions for (re)insurers. During periods of
reduced underwriting capacity, pricing and policy terms and conditions are generally more favorable for (re)insurers. Historically, underwriting
capacity has been impacted by several factors, including industry losses, catastrophes, changes in legal and regulatory guidelines, investment results
and the ratings and financial strength of competitors.
At March 31, 2019, AXIS Capital had common shareholders' equity of $4.5 billion, total capital of $6.6 billion and total assets of $25.6 billion.
AXIS Capital's Business Strategy
AXIS Capital is a hybrid specialty insurance and global reinsurance company that is a leader in many of the markets where AXIS Capital
chooses to compete. AXIS Capital provides its clients and distribution partners with a broad range of risk transfer products and services, and
meaningful capacity, backed by excellent financial strength. AXIS Capital manages its portfolio holistically, aiming to construct the optimum
portfolio of risks, consistent with its risk appetite and the development of its franchise. AXIS Capital nurtures an ethical, entrepreneurial and
disciplined culture that promotes outstanding client service, intelligent risk taking and the achievement of superior risk-adjusted returns for its
shareholders. AXIS Capital believes that the achievement of its objectives will position it as a global leader in specialty risks.
AXIS Capital aims to execute on its business strategy through the following multi-pronged approach:
AXIS Capital offers a diversified range of products and services across market segments and geographies: AXIS Capital's position as a well-
balanced hybrid specialty insurance and global reinsurance company gives it insight into the opportunities and challenges in a variety of markets.
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Established in Bermuda in 2001, today AXIS Capital has locations across the United States, Canada and in Europe where it has offices in Dublin,
London, Zurich, Brussels, Barcelona, Madrid and Paris. AXIS Capital is actively pursuing opportunities throughout Latin America, mainly through its
Miami office, which enables it to deliver a full range of facultative and treaty reinsurance solutions in Latin America. AXIS Capital's Singapore office
serves as its regional hub in Asia and provides both specialty insurance and reinsurance solutions in the Asia Pacific region. AXIS Capital's Dubai
office provides accident and health specialty reinsurance solutions to its clients in the Middle East and

S-1
Table of Contents
Africa. AXIS Capital has expanded its presence in the London market and at Lloyd's of London through its acquisition of Novae Group plc
("Novae"), and its acquisition of specialty aviation insurer and reinsurer, Aviabel, has given it a strong foothold in continental Europe.
AXIS Capital underwrites a balanced portfolio of risks, including complex and volatile lines, moderating overall volatility with risk limits,
diversification and risk management: Risk management is a strategic priority embedded in AXIS Capital's organizational structure and it is
continuously monitoring, reviewing and refining its enterprise risk management practices. AXIS Capital combines judgment and experience with
data-driven analysis, enhancing its overall risk selection process.
AXIS Capital modulates its risk appetite and deployment of capital across the underwriting cycle, commensurate with available market
opportunities and returns: In response to market dynamics, AXIS Capital recognizes opportunities as they develop and reacts quickly as new trends
emerge. AXIS Capital's risk analytics provide important and continuous feedback, further assisting with the ongoing assessment of its risk appetite
and strategic capital deployment. AXIS Capital has been successful in extending its product lines, finding new distribution channels and entering new
geographies. When AXIS Capital does not find sufficiently attractive uses for its capital, AXIS Capital returns excess capital to its shareholders
through share repurchases or dividends.
AXIS Capital develops and maintains deep, trustful and mutually beneficial relationships with clients and distribution partners, offering
high-levels of service and effective solutions for risk management needs: AXIS Capital's management team has extensive industry experience, deep
product knowledge and long-standing market relationships. AXIS Capital primarily transacts in specialty markets, where risks are complex. AXIS
Capital's intellectual capital and proven client-service capability attract clients and distribution partners looking for solutions.
AXIS Capital maintains excellent financial strength, characterized by financial discipline and transparency: AXIS Capital's total capital of
$6.6 billion at March 31, 2019, as well as its high-quality and liquid investment portfolio and its operating subsidiary ratings of "A+" ("Strong") by
Standard & Poor's and "A+" ("Superior") by the A.M. Best Company, Inc. are key indicators of its financial strength.
AXIS Capital attracts, develops, retains and motivates teams of experts: AXIS Capital aims to attract and retain the top talent in the industry
and to motivate its employees to make decisions that are in the best interest of both clients and shareholders. AXIS Capital nurtures an ethical, risk-
aware, achievement-oriented culture that promotes professionalism, responsibility, integrity, discipline and entrepreneurship. As a result, AXIS
Capital believes that its staff is well-positioned to make the best underwriting and strategic decisions for AXIS Capital.
AXIS Capital's principal executive offices are located at AXIS House, 92 Pitts Bay Road, Pembroke HM 08, Bermuda, and its telephone
number is (441) 496-2600.
AXIS Specialty Finance LLC
AXIS Finance LLC was formed in Delaware on March 12, 2010 as a limited liability company and is a direct wholly-owned subsidiary of AXIS
Specialty U.S. Holdings, Inc. and an indirect wholly-owned subsidiary of AXIS Capital. AXIS Finance LLC is a finance subsidiary without other
material business activities. The principal executive office of AXIS Finance LLC is 11680 Great Oaks Way, Suite 500, Alpharetta, Georgia 30022 and
its telephone number is (678) 746-9000.

S-2
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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 Guarantees," 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 into this prospectus supplement and the accompanying prospectus.

Issuer
AXIS Specialty Finance LLC

Guarantor
AXIS Capital Holdings Limited

Notes Offered
$300,000,000 aggregate principal amount of 3.900% senior notes due 2029.

Guarantees
Fully and unconditionally guaranteed by AXIS Capital.

Maturity Date
July 15, 2029.

Interest Rate and Payment Dates
The notes will bear interest at a per annum rate of 3.900%. Interest on the notes will be
payable semi-annually in arrears on January 15 and July 15 of each year,
commencing January 15, 2020.

Ranking
The notes:

· are unsecured senior obligations of AXIS Finance LLC;

· rank equally with all outstanding and future unsecured and senior debt of AXIS Finance

LLC;

· are effectively subordinated to all existing and future secured obligations of AXIS Finance

LLC to the extent of the security therefor; and

· are contractually subordinated in right of payment to any existing and future liabilities of
AXIS Capital's subsidiaries (other than AXIS Finance LLC and AXIS Specialty Finance

PLC), including amounts owed to holders of reinsurance and insurance policies issued by
its reinsurance and insurance company subsidiaries.

The guarantee of the notes:

· is an unsecured senior obligation of AXIS Capital;

· ranks equally with all outstanding and future unsecured and senior debt of AXIS Capital;

· is effectively subordinated to all existing and future secured obligations of AXIS Capital,

including borrowings under AXIS Capital's $750 million secured letter of credit facility,
to the extent of the value of the assets securing such indebtedness; and

S-3
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· is contractually subordinated in right of payment to any existing and future liabilities of
AXIS Capital's subsidiaries (other than AXIS Finance LLC and AXIS Specialty Finance

PLC), including amounts owed to holders of reinsurance and insurance policies issued by
its reinsurance and insurance company subsidiaries.

Optional Redemption
The notes will be redeemable, at our option (subject to the BMA Redemption
Requirements), in whole or in part, at any time prior to April 16, 2029 (the date that is three
months prior to the maturity date of the notes), at a redemption price equal to 100% of the
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principal amount of the notes redeemed, plus a "make whole" premium, plus accrued and
unpaid interest, if any.

On or after April 16, 2029 (the date that is three months prior to the maturity date of the
notes), we may (subject to the BMA Redemption Requirements) redeem some or all of the

notes at a redemption price equal to 100% of the principal amount of the notes redeemed,
plus accrued and unpaid interest, if any.

Notwithstanding the foregoing, (i) the notes will not be redeemable at any time prior to
December 31, 2022 without BMA Approval (as defined herein), and (ii) the notes will not be
redeemable at any time prior to their maturity if the Enhanced Capital Requirement (as
defined herein) would be breached immediately before or after giving effect to the

redemption of such notes, unless, in the case of each of clause (i) and (ii), AXIS Finance
LLC, AXIS Capital or another subsidiary of AXIS Capital replaces the capital represented by
the notes to be redeemed with capital having equal or better capital treatment as the notes
under the Group Rules (as defined herein).

See "Description of the Notes and the Guarantees--Optional Redemption" and "--

Regulatory Consent to Certain Redemptions."

Use of Proceeds
We intend to use the net proceeds from this offering for repayment or redemption of our
5.875% Senior Notes Due 2020. See "Use of Proceeds."

No Prior Market
The notes are a new issue of securities with no established trading market. The underwriters
have advised us that they currently intend to make a market in the notes, but they are not
obligated to do so and may, in their sole discretion, discontinue market making at any time
without notice. See "Underwriting" in this prospectus supplement for more information about
possible market making by the underwriters.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Paying Agent
The Bank of New York Mellon Trust Company, N.A.

Applicable Law
The notes, the indenture and the guarantee will be governed by and construed in accordance
with the laws of the State of New York.

S-4
Table of Contents
Risk Factors
Investing in the notes involves risks. See the section titled "Risk Factors" beginning on page
S-6 of this prospectus supplement and other information contained in or incorporated by
reference into this prospectus supplement and the accompanying prospectus for a discussion
of factors you should carefully consider before deciding to invest in the notes.

S-5
Table of Contents
RISK FACTORS
An investment in the notes involves a number of risks, including those described in this prospectus supplement and the accompanying prospectus and
those incorporated by reference into this prospectus supplement. You should carefully consider such risk factors and the other information included in or
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incorporated by reference into this prospectus supplement and the accompanying prospectus before you decide to purchase any notes.
Risks Relating to the Notes and the Guarantees
AXIS Finance LLC is a finance subsidiary and will depend upon intercompany transfers to meet its obligations under the notes. AXIS Capital is a
holding company and will depend upon funds from its subsidiaries to meet its obligations under the guarantee of the notes. Such obligations will be
subordinated to the claims of the creditors of AXIS Capital's subsidiaries.
AXIS Finance LLC is an indirect finance subsidiary of AXIS Capital, the guarantor of the notes, and has no operations or assets other than in such
capacity. Furthermore, AXIS Capital is a holding company and its only significant assets are its equity interests in its operating entities. As a finance
subsidiary, AXIS Finance LLC is dependent upon intercompany transfers or funds to meet its obligations under the notes, including the payment of
principal and interest, and, as a holding company, AXIS Capital is dependent upon intercompany transfers of funds from its subsidiaries to meet its
obligations under the guarantee of the notes. In other words, funds available for payment of principal and interest will be limited to (1) funds transferred
from AXIS Capital's subsidiaries and (2) other funds available to AXIS Finance LLC or AXIS Capital at the time payment is due. The ability of such
entities/subsidiaries to make payments to AXIS Finance LLC or AXIS Capital may be restricted by, among other things, applicable laws and regulations as
well as agreements to which those entities may be a party. Therefore, AXIS Finance LLC's ability and AXIS Capital's ability to make payments in respect
of the notes or the guarantees, respectively, may be limited. See "Risk Factors--Our ability to pay dividends and to make payments on indebtedness may
be constrained by our holding company structure" in AXIS Capital's Annual Report on Form 10-K for the fiscal year ended December 31, 2018.
None of the subsidiaries of AXIS Capital, other than AXIS Finance LLC, will have any obligations in respect of the notes, unless any such entities
become guarantors. See "Description of the Notes and the Guarantees." Neither AXIS Capital nor AXIS Finance LLC has direct operations. Accordingly,
the notes will be subordinated to claims of creditors (including policy holders, trade creditors, debt holders, taxing authorities, guarantee holders and
preference shareholders) of the subsidiaries of AXIS Capital, other than AXIS Finance LLC, except to the extent that any such entities become guarantors.
All obligations of the subsidiaries of AXIS Capital will have to be satisfied before any of the assets of such entities would be available for distribution,
upon a liquidation or otherwise, to AXIS Capital.
The notes are unsecured, are contractually subordinated to all liabilities of our subsidiaries (other than AXIS Finance LLC and AXIS Specialty
Finance PLC) and are effectively subordinated to any of our future secured indebtedness (to the extent of the value of the assets securing that
indebtedness).
In addition, the rights of the holders of the notes to participate in the assets of any of AXIS Capital's subsidiaries upon liquidation or reorganization
of such subsidiaries will be contractually subordinated to the claims of AXIS Capital's subsidiaries' policyholders and creditors (other than AXIS Finance
LLC and AXIS Specialty Finance PLC). Even if AXIS Capital were a creditor of any of its respective subsidiaries, AXIS Capital's rights as a creditor
could be subordinate to policyholder obligations under policies written by such subsidiaries and would be effectively subordinate to any indebtedness or
other obligation with a security interest in the assets of such subsidiaries to the extent of the value of the assets securing that indebtedness any indebtedness
of such subsidiaries senior to that held by it. The notes, the guarantee and the indenture do not limit the amount of policy holders' obligations that can be
incurred.

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To the extent that we have secured indebtedness in the future, the notes will be effectively subordinated in right of payment to such secured
indebtedness to the extent of the value of the assets securing that indebtedness. In the event of our insolvency, bankruptcy, liquidation, reorganization,
dissolution or winding up, any of our assets that secure other indebtedness will be available to pay obligations on the notes only after such secured
indebtedness has been paid in full. We may not have sufficient assets to pay all or any of the amounts due on the notes then outstanding.
See "Description of the Notes and the Guarantees--Ranking."
Your right to receive payments on the notes is effectively subordinate to those lenders who have a security interest in the assets of AXIS Finance LLC,
AXIS Capital or the subsidiaries of AXIS Capital.
The notes and the guarantees are unsecured. In the future, AXIS Finance LLC, AXIS Capital or the subsidiaries of AXIS Capital may incur
indebtedness that is secured by certain or substantially all of their respective tangible and intangible assets, including the equity interests of each of their
existing and future subsidiaries. If AXIS Finance LLC or AXIS Capital were unable to repay any such secured indebtedness, the creditors of such
obligations could foreclose on the pledged assets to the exclusion of holders of the notes, even if an event of default exists under the indenture governing
the notes at such time. For example, in the event of a default under a letter of credit issued under the letter of credit facility, the issuing bank may exercise
control over certain pledged collateral. In any such event, because the notes are unsecured, it is possible that there would be no assets remaining from
which your claims could be satisfied or, if any assets remained, they might be insufficient to fully satisfy your claims.
There is no established trading market for the notes, and an active trading market may not develop for the notes.
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The notes are a new issue of securities for which there is no established public market. The underwriters have advised us that they intend to make a
market in the notes as permitted by applicable laws and regulations; however, the underwriters are not obligated to make a market in the notes, and they
may discontinue their market-making activities at any time without notice. Therefore, we cannot assure you that an active market for the notes will
develop or, if developed, that it will continue. We cannot assure you that the market, if any, for the notes will be free from disruptions that may adversely
affect the price at which you may sell your notes. In addition, subsequent to their initial issuance, the notes may trade at a discount from their initial
offering price, depending upon prevailing interest rates, the market for similar notes, our credit ratings and our results of operations, financial condition and
future prospects and other factors. The notes are not listed, and we do not intend to apply to list the notes, on any securities exchange or to include them in
any automated quotation system.
Redemption may adversely affect your return on the notes.
We have the right, subject to our compliance with the provisions described under "Description of the Notes and the Guarantees--Regulatory Consent
to Certain Redemptions," to redeem some or all of the notes at any time, as described under "Description of the Notes and the Guarantees--Optional
Redemption." AXIS Finance LLC may redeem the notes at times when prevailing interest rates may be relatively low. Accordingly, you may not be able
to reinvest the redemption proceeds in a comparable security at an effective interest rate as high as that of the notes.
There are limited covenants and protections in the indenture.
While the indenture and the notes contain terms intended to provide protection to holders upon the occurrence of certain events involving significant
corporate transactions, these terms are limited and may not be sufficient to protect your investment in the notes. For example, there are no financial
covenants in the indenture or any limitation on the amount of indebtedness that we may incur. In addition, the provisions in the indenture

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and the notes may not protect you from certain important corporate events, such as a leveraged recapitalization (which would increase the level of our
indebtedness), reorganization, restructuring or another similar transaction. Neither the indenture nor the notes contain any terms or conditions designed to
accelerate or induce AXIS Capital's or any of its subsidiaries' insolvency or effect similar proceedings.
The indenture governing the notes will differ from indentures governing our other existing series of senior notes.
The indenture governing the notes reflects certain prescribed changes to the covenant described under "Description of the Notes and the Guarantees
--Certain Covenants--Limitation on Liens" of the indentures governing our other existing series of senior notes in order to comply with applicable
regulatory capital requirements of the Bermuda Monetary Authority.
Credit ratings may not reflect all risks.
One or more credit rating agencies are expected to assign credit ratings to the notes. Any such ratings may not reflect the potential impact of all risks
related to structure, market, additional factors discussed above and incorporated by reference herein and other factors that may affect the value of the notes.
A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.
The value of the notes may be limited by applicable Bermuda law affecting the rights of creditors.
AXIS Capital, and certain of its subsidiaries, are incorporated under the laws of Bermuda. Under Bermuda insolvency law, application may be made
to the courts to avoid a transaction entered into by a company on the grounds that the transaction was intended to fraudulently prefer one or more of the
company's creditors if the company was insolvent at the time of, or immediately after, the transaction and commenced its formal winding up within six
months of the transaction. In addition, under Bermuda law, a transaction at less than fair value and made with the dominant intention of putting property
beyond the reach of creditors may be voidable if an action is successfully brought by an eligible creditor (as defined in the legislation) within a period of
six years from the date of the transaction or from the date the obligation to the eligible creditor arose or from the date the cause of action accrued giving rise
to the obligation to the eligible creditor (depending on circumstances). Under Bermuda law, a court (if it deems appropriate) may, upon application by the
official receiver, as appointed under the companies act, or liquidator, creditor or contributory of a company being wound up, order that, where individuals
were knowingly parties to the carrying on of a business of that company with the intent of defrauding creditors of the company, or creditors of any other
person, or for any fraudulent purpose, such individuals be personally held liable without limitation for all or any debt or other liability of that company.

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424B2
USE OF PROCEEDS
We estimate that, after deducting estimated expenses payable by AXIS Capital and underwriting discounts and commissions, our net proceeds from
this offering will be approximately $295.1 million. We intend to use the net proceeds from this offering for repayment or redemption of our 5.875% Senior
Notes Due 2020. Until we repay or redeem our 5.875% Senior Notes Due 2020, we may hold the proceeds from the offering in cash, invest them in short-
term marketable securities, make investments in or loans to our parent entities or our subsidiaries, or reduce our short-term indebtedness.
This disclosure does not constitute a notice of redemption with respect to our 5.875% Senior Notes Due 2020, which notice shall be issued, if at all,
pursuant to the requirements set forth in the indenture governing our 5.875% Senior Notes Due 2020.

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CAPITALIZATION
The following table sets forth AXIS Capital's consolidated capitalization as of March 31, 2019, on an actual basis and as adjusted to reflect the
repayment of the 2.650% Senior Notes due 2019 on April 1, 2019 and the issuance of the notes and the application of the net proceeds therefrom, as
described elsewhere in this prospectus supplement and the accompanying prospectus.
You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the
consolidated financial statements and related notes that are incorporated by reference into this prospectus supplement and the accompanying prospectus.

At March 31, 2019

Actual
Adjusted

(in thousands, except for share data)

Debt(1):

Letter of credit facility(2)

N/A

N/A
2.650% Senior Notes Due 2019

$
250,000
$
--
5.875% Senior Notes Due 2020(3)

500,000

200,000
4.000% Senior Notes Due 2027

350,000

350,000
Senior Notes Due 2029 offered hereby

--

300,000
5.150% Senior Notes Due 2045

250,000

250,000

Total Debt

1,350,000

1,100,000

Shareholders' Equity:

Series D Preferred Shares ($0.0125 par value: 9,000,000 shares issued and outstanding)

225,000

225,000
Series E Preferred Shares ($0.0125 par value; 220,000 shares issued and outstanding)

550,000

550,000
Common shares ($0.0125 par value: 176,580,000 shares issued and 83,934,000 outstanding)

2,206

2,206
Additional paid in capital

2,296,639

2,296,639
Accumulated other comprehensive income

29,096

29,096
Retained earnings

5,976,603

5,976,603
Treasury shares, at cost (92,646,000 shares)

(3,779,388)

(3,779,388)

Total shareholders' equity attributable to AXIS Capital

$
5,300,156
$
5,300,156

Total Capitalization

$
6,650,156
$
6,400,156

(1)
Amounts (i) reflect the aggregate principal amount of the notes and (ii) do not reflect amortization of fees and expenses.
(2)
Consists of a $750 million letter of credit facility. As of March 31, 2019, AXIS Capital's subsidiaries had $407.8 million face amount of letters of
credit outstanding under the letter of credit facility.
(3)
Adjusted amount reflects the partial repayment with proceeds from this offering.

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DESCRIPTION OF THE NOTES AND THE GUARANTEES
The following summary of the particular terms of the notes we are offering supplements the description of the general terms and provisions of the
debt securities set forth under "Description of AXIS Finance Debt Securities and AXIS Capital Debt Guarantees" in the accompanying prospectus. The
accompanying prospectus contains a detailed summary of additional provisions of the notes. The following description replaces the description of the debt
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