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Section 1: 6-K (6-K)

Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2019

Commission File Number: 001-31909

ASPEN INSURANCE HOLDINGS LIMITED

(Translation of registrant’s name into English)

141 Front Street
Hamilton HM 19
Bermuda

(Address of principal executive office)


Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F  ý Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ¨ No ý

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ¨ No ý







On August 30, 2019, Aspen Insurance Holdings Limited (“Aspen”) issued a press release announcing that it intends to redeem the entire outstanding $125,000,000 principal amount of 6.00% Senior Notes due 2020 (the "Notes") and that the Board of Directors has declared a dividend on Aspen's newly issued 5.625% Perpetual Non-Cumulative Preference Shares (the "2019 Preference Shares").

Redemption of 6.00% Senior Notes Due 2020

Redemption of the Notes is expected to take place on September 30, 2019 (the “Redemption Date”). The redemption will be conducted pursuant to the optional redemption terms of the Second Supplemental Indenture, dated as of December 10, 2010 (the “Second Supplemental Indenture”), to the Indenture entered into with Deutsche Bank Trust Company Americas, as trustee, dated as of August 16, 2004 (the “Original Indenture” and, together with the Second Supplemental Indenture, the “Indenture”) governing the Notes. The redemption price will be equal to the greater of (i) 100% of the principal amount of the Notes being redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest (other than accrued interest) on the Notes being redeemed, discounted to the Redemption Date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 45 basis points, plus, in either case, any accrued and unpaid interest to, but excluding, the Redemption Date. Unless otherwise specified herein, capitalized terms have the meanings ascribed to such terms in the Indenture.

Declaration of Dividend on Aspen's 2019 Preference Shares

The 2019 Preference Shares are represented by depositary shares, each representing a 1/1000th interest in a 2019 Preference Share. The dividend of $191.40 per 2019 Preference Share, equivalent to $0.1914 per Depositary Share, is payable on October 1, 2019 to the holders of record as of the close of business on September 15, 2019.
The press release, furnished as Exhibit 99.1 to this Form 6-K, is incorporated by reference as part of this Form 6-K.

EXHIBIT INDEX
Exhibit
99.1        Press Release dated August 30, 2019.






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, thereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
ASPEN INSURANCE HOLDINGS LIMITED
 
 
 
 
Dated: August 30, 2019
 
 
 
By:
 
/s/ Scott Kirk
 
 
 
 
Name:
 
Scott Kirk
 
 
 
 
Title:
 
Chief Financial Officer



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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
Exhibit 99.1

399424876_aspenlogoa11.jpg
 
PRESS
RELEASE  

 
 
 
Aspen Announces Redemption of Outstanding 6.00% Senior Notes Due 2020 and Declares Dividends on Newly Issued Preference Shares

Hamilton, Bermuda, August 30, 2019 – Aspen Insurance Holdings Limited (“Aspen”) announced today that it has issued notice to redeem the outstanding $125,000,000 principal amount of 6.00% Senior Notes due 2020 (the “Notes”).

The redemption date will be September 30, 2019. The redemption price for the Notes will be equal to the greater of (i) 100% of the principal amount of the Notes being redeemed or (ii) the sum of the present values of the remaining scheduled payments on the Notes (excluding accrued interest) discounted to the redemption date using a defined treasury rate plus 45 basis points. Accrued and unpaid interest on the Notes will be paid up to but excluding the redemption date.

Aspen also announced that the Board of Directors has declared a dividend on its newly issued 5.625% Perpetual Non-Cumulative Preference Shares (the “2019 Preference Shares”). The 2019 Preference Shares are represented by depositary shares, each representing a 1/1000th interest in a 2019 Preference Share, and have a $25,000 liquidation preference per 2019 Preference Share (equivalent to $25 per Depositary Share). The dividend of $191.40 per 2019 Preference Share, equivalent to $0.1914 per Depositary Share, is payable on October 1, 2019 to the holders of record as of the close of business on September 15, 2019.

- Ends -


About Aspen Insurance Holdings Limited
Aspen provides reinsurance and insurance coverage to clients in various domestic and global markets through wholly-owned subsidiaries and offices in Australia, Bermuda, Canada, Ireland, Singapore, Switzerland, the United Arab Emirates, the United Kingdom and the United States. For the year ended December 31, 2018, Aspen reported $12.5 billion in total assets, $7.1 billion in gross reserves, $2.7 billion in total shareholders’ equity and $3.4 billion in gross written premiums. Aspen's operating subsidiaries have been assigned a rating of “A” by Standard & Poor’s Financial Services LLC (“S&P”), an “A” (“Excellent”) by A.M. Best Company Inc. (“A.M. Best”) and an “A2” by Moody’s Investors Service, Inc. (“Moody’s”).

Cautionary Statement Regarding Forward-Looking Statements
This press release contains written “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, that are made pursuant to the “safe harbor” provisions of The Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts. In particular, statements using the words such as “expect,” “intend,” “plan,”

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“believe,” “project,” “anticipate,” “seek,” “will,” “estimate,” “may,” “likely,” “continue,” “assume,” “objective,” “aim,” “guidance,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “predict,” “potential,” “on track” or their negatives or variations, and similar terminology and words of similar import, generally involve future or forward-looking statements. The inclusion of forward-looking statements in this press release or any other communication should not be considered as a representation by Aspen that current plans or expectations will be achieved. Forward-looking statements speak only as of the date on which they are made and Aspen undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by law.

All forward-looking statements rely on a number of assumptions, estimates and data concerning future results and events and are subject to a number of uncertainties and other factors, many of which are outside Aspen’s control that could cause actual results to differ materially from such statements. For a description of uncertainties and other factors that could impact the forward-looking statements in this press release, please see the “Risk Factors” section in Aspen’s Annual Report on Form 10-K for the year ended December 31, 2018, as amended by Amendment No. 1 on Form 10-K/A and Quarterly Report on Form 10-Q for the three months ended March 31, 2019, each as filed with the U.S. Securities and Exchange Commission.

Media enquiries to:

Peter Krinks, Senior Group Communications Manager
[email protected]
+44 20 7184 8544



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