Attached files
| file | filename |
|---|---|
| EX-4.1 - EX-4.1 - ASPEN INSURANCE HOLDINGS LTD | u10221exv4w1.htm |
| EX-1.1 - EX-1.1 - ASPEN INSURANCE HOLDINGS LTD | u10221exv1w1.htm |
| EX-5.1 - EX-5.1 - ASPEN INSURANCE HOLDINGS LTD | u10221exv5w1.htm |
| EX-5.2 - EX-5.2 - ASPEN INSURANCE HOLDINGS LTD | u10221exv5w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 7, 2010
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
| Bermuda | 001-31909 | Not Applicable | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
Maxwell Roberts Building
1 Church Street
Hamilton HM 11
Bermuda
(Address of principal executive offices)
(Zip Code)
1 Church Street
Hamilton HM 11
Bermuda
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (441) 295-8201
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former 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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 1.01 Entry into a Material Definitive Agreement | ||||||||
| Item 9.01 Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EX-1.1 | ||||||||
| EX-4.1 | ||||||||
| EX-5.1 | ||||||||
| EX-5.2 | ||||||||
Table of Contents
Section 1 — Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On December 10, 2010, Aspen Insurance Holdings Limited (the “Company”) issued $250 million
aggregate principal amount of the Company’s 6.00% Senior Notes due 2020 (the “Notes”). The Notes
were offered pursuant to a registration statement (File No. 333-148245) (the “Registration
Statement”) filed on Form F-3 with the U.S. Securities and Exchange Commission on December 21,
2007. The Company intends to use the net proceeds from the offering for general corporate
purposes.
The Company will pay interest on the Notes at the rate of 6.00% per annum payable
semi-annually on each June 15 and December 15, commencing June 15, 2011. The Notes will mature on
December 15, 2020.
The Notes are redeemable, at the Company’s option, at any time prior to maturity, at par plus
a “make-whole” premium, together with accrued and unpaid interest, if any, to, but excluding, the
redemption date.
In connection with this agreement, the Company entered into several contracts as described
below.
Underwriting Agreement
On December 7, 2010, the Company entered into an underwriting agreement with Citigroup Global
Markets Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters named
therein (the “Underwriting Agreement”), with respect to the offer and sale of the Notes. The
Underwriting Agreement is attached as Exhibit 1.1 hereto.
Second Supplemental Indenture
The Notes are to be issued pursuant to an indenture, which the Company entered into with
Deutsche Bank Trust Company Americas, as Trustee, on August 16, 2004 (the “Base Indenture”), as
supplemented by the Second Supplemental Indenture, which the Company entered into with Deutsche
Bank Trust Company Americas, as Trustee, on December 10, 2010 (the “Second Supplemental
Indenture”). The Second Supplemental Indenture is attached as Exhibit 4.1 hereto.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed as part of this report and are incorporated by reference into
the Registration Statement:
| 1.1 | Underwriting Agreement, dated December 7, 2010, among the Company, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as representatives of the underwriters named therein. | ||
| 4.1 | Second Supplemental Indenture, dated December 10, 2010, to the Base Indenture, dated as of August 16, 2004, between the Company and Deutsche Bank Trust Company Americas. | ||
| 5.1 | Opinion of Dewey & LeBoeuf LLP. | ||
| 5.2 | Opinion of Appleby. | ||
| 23.1 | Consent of Dewey & LeBoeuf LLP (included in Exhibit 5.1). | ||
| 23.2 | Consent of Appleby (included in Exhibit 5.2). |
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Table of Contents
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.
| ASPEN INSURANCE HOLDINGS LIMITED (Registrant) |
||||
| Dated: December 10, 2010 | By: | /s/ Richard Houghton | ||
| Name: | Richard Houghton | |||
| Title: | Chief Financial Officer | |||
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