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As Of Filer Filing For·On·As Docs:Size Issuer 8/06/19 Aspen Insurance Holdings Ltd FWP 1:55K Aspen Insurance Holdings Ltd |
Document/Exhibit Description Pages Size 1: FWP Free-Writing Prospectus HTML 25K
Document |
Issuer: | Aspen
Insurance Holdings Limited, a Bermuda company (the “Issuer”) | |
Security Type: | Depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of 5.625% Perpetual Non-Cumulative Preference Shares (the “Preference Shares”) | |
Amount: | 10,000,000
Depositary Shares | |
Liquidation Preference: | $25,000 per Preference Share (equivalent of $25 per Depositary Share) | |
Expected Ratings*: | Moody’s: Baa3 (Negative) / S&P: BBB- (Negative) | |
Legal
Format: | SEC Registered | |
Dividend Rate: | 5.625% of the $25,000 liquidation preference of each Preference Share from Settlement Date, payable on a non-cumulative basis only when, as and if declared by the Issuer’s board of directors. | |
Dividend Payment Dates: | January
1, April 1, July 1 and October 1 | |
First Dividend Payment Date: | ||
Term: | Perpetual | |
Optional
Redemption: | On October 1, 2024 and at any time thereafter, the Issuer may redeem the Preference Shares, in whole or in part, at a redemption price of $25,000 per share (equivalent to $25 per Depositary Share), plus an amount equal to the portion of the quarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the date of redemption, without accumulation of any undeclared dividends. | |
At any time prior to October
1, 2024, the Issuer may redeem the Preference Shares, in whole or in part, at a redemption price of $25,000 per share (equivalent to $25 per Depositary Share), plus an amount equal to the portion of the quarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the date of redemption, without accumulation of any undeclared dividends, at any time within 90 days of the date on which the Issuer has reasonably determined that a capital disqualification redemption event (as defined in the prospectus supplement) has occurred; provided that no such redemption may occur prior to October 1, 2024 unless one of the redemption requirements (as defined in the prospectus supplement) is satisfied. | ||
At
any time prior to October 1, 2024, the Issuer may redeem the Preference Shares, in whole or in part, at a redemption price of $25,000 per share (equivalent to $25 per Depositary Share), plus an amount equal to the portion of the quarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the date of redemption, without accumulation of any undeclared dividends, at any time following the occurrence of a tax event (as defined in the prospectus supplement); provided that no such redemption may occur prior to October 1, 2024 unless one of the redemption requirements is satisfied. | ||
At
any time prior to October 1, 2024, if the Issuer submits to the holders of its ordinary shares a proposal for an amalgamation or merger or if the Issuer submits any proposal for any other matter that requires, as a result of a change in Bermuda law after the date of the prospectus supplement, for its validation or effectuation an affirmative vote of the holders of the Preference Shares at the time outstanding, the Issuer will have the option to redeem all of the outstanding Preference Shares at a redemption price of $26,000 per Preference Share (equivalent to $26 per Depositary Share), plus an amount equal to the portion of the quarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the date of redemption, without accumulation of any undeclared dividends; provided that no such redemption may occur prior to October 1, 2024 unless
one of the redemption requirements is satisfied. | ||
At any time prior to October 1, 2024, the Preference Shares are redeemable at the Issuer’s option, in whole, at a redemption price of $25,500 per Preference Share (equivalent to $25.50 per Depositary Share), plus an amount equal to the portion of the quarterly dividend attributable to the then-current dividend period, if any, to, but excluding, the date of redemption, without accumulation of any undeclared dividends, within 90 days
after the occurrence of a rating agency event (as defined in the prospectus supplement); provided that no such redemption may occur prior to October 1, 2024 unless one of the redemption requirements is satisfied. | ||
Trade Date: | ||
Settlement
Date (T+5): | August 13, 2019. It is expected that delivery of the Depositary Shares will be made against payment therefor on or about August 13, 2019, which is the fifth business day following the date hereof (such settlement cycle being referred to as “T+5”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), trades in the secondary market generally are required to settle in two business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Depositary Shares on the date of pricing or the next two succeeding business days will be required, by virtue of the fact that the Depositary Shares initially will settle in T+5, to specify an
alternative settlement cycle at the time of any such trade to prevent failed settlement. Purchasers of the Depositary Shares who wish to trade the Depositary Shares on the date of pricing and the next two succeeding business days should consult their own advisors. | |
Listing: | The
Issuer intends to apply to list the Depositary Shares on the NYSE under the symbol “AHLPRE.” If the application is approved, the Issuer expects trading to commence within 30 days after the Settlement Date. | |
Public Offering Price: | $25 per Depositary Share | |
Underwriting
Discount: | $0.7875 per Depositary Share (retail), $5,918,062.50 total / $0.500 per Depositary Share (institutional), $1,242,500.00 total | |
Estimated Net Proceeds to Issuer, After Deducting Underwriting Discount and Before Offering Expenses: | $242,839,437.50 | |
CUSIP/ISIN: | G05384204
/ BMG053842040 | |
Joint Book-Running Managers: | Wells Fargo Securities, LLC BofA Securities, Inc. Morgan Stanley & Co. LLC | |
Joint Lead Managers: | Citigroup
Global Markets Inc. Barclays Capital Inc. | |
Senior Co-Managers: | Apollo Global Securities, LLC HSBC Securities (USA) Inc. | |
Co-Managers: | BNY
Mellon Capital Markets, LLC Deutsche Bank Securities Inc. Goldman Sachs & Co. LLC Lloyd’s Securities Inc. nabSecurities, LLC U.S. Bancorp Investments, Inc. |
This ‘FWP’ Filing | Date | Other Filings | ||
---|---|---|---|---|
10/1/24 | ||||
10/1/19 | ||||
8/13/19 | ||||
Filed on: | 8/6/19 | 424B2 | ||
6/19/19 | EFFECT | |||
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