UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant To Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) -
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) |
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CH-
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 8.01. | Other Events. |
On March 4, 2024, Chubb INA Holdings Inc. agreed to sell in a public offering $1,000,000,000 of 5.000% Senior Notes due 2034. The notes will be fully and unconditionally guaranteed by Chubb Limited.
Attached as Exhibits 1.1 and 1.2 are copies of the underwriting agreement and terms agreement relating to such public offering. Attached as Exhibits 4.1 and 4.2 are the form of officer’s certificate establishing the notes and the form of the notes. Attached as Exhibits 5.1 and 5.2 are certain opinions related to the notes.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
| Number |
Description |
Method of Filing | ||
| 1.1* | Underwriting Agreement, dated as of March 4, 2024, between Chubb INA Holdings Inc., Chubb Limited and the underwriters named in the related terms agreement | Filed herewith | ||
| 1.2* | Terms Agreement, dated as of March 4, 2024, among Chubb INA Holdings Inc., Chubb Limited, Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters named therein | Filed herewith | ||
| 4.1* | Form of Officer’s Certificate related to the 5.000% Senior Notes due 2034 | Filed herewith | ||
| 4.2 | Form of Global Note for the 5.000% Senior Notes due 2034 | Filed herewith | ||
| 5.1 | Opinion of Bär & Karrer AG | Filed herewith | ||
| 5.2 | Opinion of Mayer Brown LLP | Filed herewith | ||
| 23.1 | Consent of Bär & Karrer AG | Included in Exhibit 5.1 | ||
| 23.2 | Consent of Mayer Brown LLP | Included in Exhibit 5.2 | ||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |||
| * | Certain exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Chubb Limited agrees to furnish supplementally a copy of any omitted exhibit to the Securities & Exchange Commission upon request; provided, however, that Chubb Limited may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. |
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.
| Chubb Limited | ||
| By: | /s/ Joseph F. Wayland | |
| Joseph F. Wayland | ||
| Executive Vice President, | ||
| General Counsel & Secretary | ||
DATE: March 7, 2024