UNITED STATES
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
Date of Report (Date of earliest event reported): December 12, 2014
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda | 001-31909 | Not Applicable |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
141 Front Street
Hamilton HM 19
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)
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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On December 12, 2014, Aspen Insurance Holdings Limited (the “Company”) and several of its wholly-owned subsidiaries (collectively, the “Subsidiary Borrowers” and, together with the Company, the “Borrowers”) entered into a First Amendment to Amended and Restated Credit Agreement, dated as of December 12, 2014 (the “Amendment Agreement”) with various lenders and Barclays Bank plc, as administrative agent (“Barclays”), which amends the Amended and Restated Credit Agreement, dated as of June 12, 2013 (the “Credit Agreement”).
The Company has recently established, and may establish additional, special purpose entities that have issued or will issue insurance-linked securities to third-party investors (each, an “ILS Entity” and collectively, the “ILS Entitles”). Accordingly, the Credit Agreement was amended, among other things, to (i) exclude ILS Entities from the definition of “Subsidiary”, (ii) permit the Borrowers to invest in ILS Entities and (iii) permit the Borrowers to engage in transactions with any ILS Entity.
Furthermore, the terms of the Amendment Agreement also permit the transfer of equity interests in a subsidiary of the Company to wholly-owned subsidiaries of the Company.
All other agreements relating to the letter of credit facility between the Borrowers, Barclays and the various lenders, dated June 12, 2013, as previously filed with the U.S. Securities and Exchange Commission, remain in full force and effect and are incorporated herein by reference.
The summary above is qualified in its entirety by reference to the Amendment Agreement which is attached hereto as Exhibit 10.1.
Section 2 - Financial Information
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information contained above under “Item 1.01 Entry into a Material Definitive Agreement” is hereby incorporated by reference.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(d) The following exhibit is filed as part of this report
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10.1 | Amendment Agreement, dated as of December 12, 2014, among Aspen Insurance Holdings Limited, various subsidiaries thereof, various lenders and Barclays Bank plc, as administrative agent
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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.
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| | | | ASPEN INSURANCE HOLDINGS LIMITED (Registrant) |
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Dated: December 15, 2014 | | | | By: | | /s/ Scott Kirk |
| | | | Name: | | Scott Kirk |
| | | | Title: | | Chief Financial Officer |
Exhibit 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of December 12, 2014 is among Aspen Insurance Holdings Limited (“Aspen”), the undersigned Subsidiary Borrowers (together with Aspen, each a “Borrower” and collectively the “Borrowers”), the several banks that are parties hereto, and Barclays Bank PLC, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not defined herein have the respective meanings set forth in the Credit Agreement (as defined below).
WHEREAS, the Borrowers, various banks, the Collateral Agent and Barclays Bank PLC, as administrative agent, entered into an Amended and Restated Credit Agreement dated as of June 12, 2013 (the “Credit Agreement”); and
WHEREAS, the parties hereto wish to amend the Credit Agreement as set forth herein;
NOW, THEREFORE, the parties hereto agree as follows:
1.Amendments. Subject to Section 2 below, the Credit Agreement is hereby amended as follows:
(a) The following definition shall be added to Section 1.1 in proper alphabetical order:
“ILS Entity”: means Silverton Re Ltd. and any other entity formed or sponsored by a Group Member in connection with the establishment and/or management of insurance-linked securities.
(b) The definition of “Subsidiary” is amended in its entirety to read as follows:
“Subsidiary”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned by such Person; provided that for purposes of this Agreement, no ILS Entity shall be considered a Subsidiary of the Company or any other Group Member. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Company.
(c) Section 7.3 is amended by (i) deleting the word “and” at the end of clause (k), (ii) renumbering clause (l) as clause (m), and (iii) inserting the following new clause (l):
(l) Dispositions of the equity interests in a Subsidiary to a Wholly Owned Subsidiary of the Company; and
(d) Section 7.5 is amended by (i) deleting the word “and” at the end of clause (j), (ii) renumbering clause (k) as clause (l), and (iii) inserting the following new clause (k):
(k) Investments in any ILS Entity; and
(e) Section 7.11 is amended in its entirety to read as follows:
7.11 Transactions with Affiliates. Sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to the applicable Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among any Borrower and any other Borrower not involving any other Affiliate, and (c) transactions with any ILS Entity.
2.Conditions to Effectiveness. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”) when, and only when, each of the following conditions precedent shall have been satisfied:
(a)The Administrative Agent shall have received a counterpart of this Amendment executed by the Borrowers, the Administrative Agent and the Required Lenders.
(b)The representations and warranties of the Borrowers contained in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).
(c)No Default has occurred and is continuing or will result from the effectiveness of this Amendment.
3.Borrower Representations. Each Borrower hereby represents and warrants, on and as of the Amendment Effective Date, that (i) the representations and warranties applicable to such Borrower contained in Section 4 of the Credit Agreement and in the other Loan Documents are true and correct in all material respects as of the Amendment Effective Date, with the same effect as though made on such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (ii) this Amendment has been duly authorized, executed and delivered by such Borrower and constitutes the legal, valid and binding obligation of such Borrower, enforceable against such Borrower in accordance with its terms, subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law) and to applicable bankruptcy, insolvency, and similar laws affecting the enforcement of creditors’ rights generally, and (iii) no Default shall have occurred and be continuing, both immediately before and after giving effect to the applicable provisions of this Amendment.
4.Reaffirmation of Loan Documents. Each Borrower agrees that each Loan Document to which it is a party remains in full force and effect and is hereby ratified and confirmed. The amendments provided for herein are limited to the specific sections of the Credit Agreement specified herein and shall not constitute a consent, waiver or amendment of, or an indication of the Administrative Agent’s or any Lender’s willingness to consent to any action requiring consent under any other provision of the Credit Agreement.
5.FATCA. The parties hereto intend to treat this Amendment as not being a significant modification.
6.Other. The provisions of Sections 11.5, 11.9, 11.12, 11.13 and 11.20 of the Credit Agreement are incorporated herein by reference as if set forth in full herein, mutatis mutandis.
[Signatures follow]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
DEBTORS:
ASPEN INSURANCE HOLDINGS LIMITED
By: /s/ Christopher O’Kane
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Title: | Chief Executive Officer |
ASPEN BERMUDA LIMITED
By: /s/ Mike Cain
ASPEN INSURANCE UK LIMITED
By: /s/ Nigel Terry
ASPEN (UK) HOLDINGS LIMITED
By: /s/ Mike Cain
ASPEN SPECIALTY INSURANCE COMPANY
By: /s/ Mario P. Vitale
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Title: | President & Chief Executive Officer |
ASPEN U.S. HOLDINGS, INC.
By: /s/ Mario P. Vitale
ASPEN UNDERWRITING LIMITED
By: /s/ Nigel Terry
ASPEN AMERICAN INSURANCE COMPANY
By: /s/ Mario P. Vitale
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Title: | President & Chief Executive Officer |
ADMINISTRATIVE AGENT:
Barclays Bank PLC, as Administrative Agent
By: /s/ Alicia Borys
LENDERS:
Barclays Bank PLC
By: /s/ Alicia Borys
CITIBANK, N.A.
By: /s/ John M. Modin
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Title: | Vice President/Managing Director |
THE BANK OF NEW YORK MELLON
By:
Name:
Title:
DEUTSCHE BANK AG NEW YORK BRANCH
By: /s/ Virginia Cosenza
By: /s/ Ming K. Chu
LLOYDS TSB BANK PLC
By: /s/ Stephen Giacolone
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Name: | Stephen Giacolone - G011 |
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Title: | Assistant Vice President |
By: /s/ Daven Popat
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Title: | Senior Vice President |
HSBC BANK BERMUDA LIMITED
By: /s/ Louise Twiss West
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Title: | Associate Director, |
Financial Institutions Group
By: /s/ Matt Living
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Title: | Head of Financial Institutions Group |
U.S. BANK, NATIONAL ASSOCIATION
By: /s/ Evan Glass
Name: Evan Glass
Title: Senior Vice President
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