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AHL > SEC Filings for AHL > Form 8-K on 13-Nov-2013All Recent SEC Filings




Entry into a Material Definitive Agreement, Other Events, Financial

Item 1.01 Entry into a Material Definitive Agreement

On November 13, 2013, Aspen Insurance Holdings Limited (the "Company") issued $300 million aggregate principal amount of the Company's 4.650% Senior Notes due 2023 (the "Notes"). The Notes were offered pursuant to an effective shelf registration statement (File No. 333-187742) (the "Registration Statement") filed on Form S-3 with the U.S. Securities and Exchange Commission on April 5, 2013. The Company intends to use the net proceeds from the offering to pay the redemption price on the Company's 6.00% Senior Notes due August 15, 2014 (the "2014 Notes"), of which $250 million of aggregate principal amount is outstanding, and to pay related fees, expenses and premiums. Any remaining net proceeds from the offering may be used for general corporate purposes.

The Company will pay interest on the Notes at the rate of 4.650% per annum payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2014. The Notes will mature on November 15, 2023. The Notes are redeemable, at the Company's option, at any time prior to maturity at a "make-whole" redemption price equal to the greater of (i) 100% of the principal amount 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 at the Treasury Rate plus 30 basis points, plus, in either case, any accrued and unpaid interest, if any, to, but excluding, the redemption date.

The Notes were issued pursuant to an indenture, dated August 16, 2004 (the "Base Indenture"), between the Company and Deutsche Bank Trust Company Americas, as trustee (the "Trustee"), as supplemented by a third supplemental indenture, dated November 13, 2013 (the "Third Supplemental Indenture"). The Third Supplemental Indenture is attached as Exhibit 4.1 hereto.

Item 8.01 Other Events

The Company intends to give a notice of redemption to the holders of the 2014 Notes on November 14, 2013 in order to redeem all of its outstanding 2014 Notes. The Company intends to redeem the 2014 Notes, pursuant to the optional redemption provision of the 2014 Notes, on December 16, 2013.

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:

4.1 Third Supplemental Indenture, dated November 13, 2013, to the Base Indenture, dated as of August 16, 2004, between the Company and the Trustee.

4.2 Form of Global Note evidencing the 4.650% Senior Notes due 2023 (included in Exhibit 4.1).

5.1 Opinion of Willkie Farr & Gallagher LLP.

5.2 Opinion of Appleby (Bermuda) Limited.

12.1  Computation of Ratio of Earnings to Fixed Charges.

23.1  Consent of Willkie Farr & Gallagher LLP (included in Exhibit 5.1).

23.2  Consent of Appleby (Bermuda) Limited (included in Exhibit 5.2).

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