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): June 30, 2014
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
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Bermuda
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001-31909
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Not Applicable
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
Item 1.02 Termination of a Material Definitive Agreement
On June 30, 2014, Aspen Insurance Holdings Limited’s wholly-owned subsidiary Aspen Bermuda Limited (“Aspen Bermuda”) and Citibank Europe plc (“Citi Europe”) replaced an existing letter of credit facility, dated July 30, 2012, in a maximum aggregate amount of up to $950 million (the “LOC Facility”) comprised of two maturity tranches (Tranche I with a limit of $650 million and Tranche II with a limit of $300 million) which expired on its own terms on June 30, 2014. The LOC Facility was replaced with a new letter of credit facility in a maximum aggregate amount of up to $575 million (the “New LOC Facility”). Under the New LOC Facility, which will expire on June 30, 2016, Aspen Bermuda will pay to Citi Europe (a) a letter of credit fee based on the available amounts of each letter of credit and (b) a commitment fee, which varies based upon usage, on the unutilized portion of the New LOC Facility. Aspen Bermuda will also pay interest on the amount drawn by any beneficiary under a credit provided under the New LOC Facility at a rate per annum of LIBOR plus 1% (plus reserve asset costs, if any) from the date of drawing until the date of reimbursement by Aspen Bermuda.
The terms of a Pledge Agreement between Aspen Bermuda and Citi Europe (pursuant to an Assignment Agreement dated October 11, 2006) dated January 17, 2006, as amended, were also amended on June 30, 2014 (the “Pledge Agreement Amendment”) to change the types of securities or other assets that are acceptable as collateral under the New LOC Facility.
All other agreements relating to Aspen Bermuda’s LOC Facility, which now apply to the New LOC Facility with Citi Europe, as previously filed with the Securities and Exchange Commission, remain in full force and effect and are incorporated herein by reference.
The summary above is qualified by the actual terms of the New LOC Facility and the Pledge Agreement Amendment which are filed hereto as exhibit 10.1 and 10.2, respectively.
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 exhibits are filed as part of this report:
10.1
Letter of Credit Facility between Aspen Bermuda Limited and Citibank Europe plc, dated June 30, 2014.
10.2
Pledge Agreement Amendment between Aspen Bermuda Limited and Citibank Europe plc, dated June 30, 2014.
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: July 3, 2014
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By:
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/s/ John Worth
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Name:
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John Worth
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Title:
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Chief Financial Officer
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1 North Wall Quay
Dublin 1
Ireland
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T +353 1 622 2000
F +353 1 622 2222
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Niall Tuckey
Director
ILOC Product
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Citibank Europe plc
1 North Wall Quay
Dublin 1, Ireland
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Tel+353 (1) 622 7430
Fax+353 (1) 622 2741
Niall.Tuckey@Citi.com
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FROM:
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Citibank Europe plc (the
“Bank”
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TO:
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Aspen Bermuda Limited (the “
Company
”)
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141 Front Street
Hamilton HM19
Bermuda
Attention: Jazmin Da Ponte
Dear Jazmin,
Committed Facility Letter dated 30 July 2012 between the Bank and the Company regarding a committed letter of credit facility in a maximum aggregate amount of USD 950,000,000, as amended, varied, supplemented, novated or assigned as the case may be (the “Committed Facility Letter”).
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1.
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We refer to the Committed Facility Letter. Defined terms used in this letter shall have the meanings given to them in the Committed Facility Letter (including where defined in the Committed Facility Letter by reference to another document).
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2.
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The Bank and the Company agree, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, that as effective from the date of this letter:
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(i)
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Clause 2 of the Committed Facility Letter shall be amended and restated in its entirety as follows:
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“The Facility shall be in a maximum aggregate amount of USD 575,000,000 (five hundred and seventy five million United States Dollars) (the “
Facility Limit
”). Should the Company (as defined below) wish to reduce the Facility Limit, it may do so upon written notification to the Bank. The notification (the “
Notification
”) must (i) specifically reference this Letter and (ii) clearly state the new facility limit that is to apply (“the New Limit”). The New Limit will take effect five Business Days following receipt, by the Bank, of the Notification.”
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(ii)
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Clause 5.2 (c) of the Committed Facility Letter shall be amended and restated in its entirety as follows:
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“the tenor of a Credit is longer than 12 months; and/or’
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(iii)
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Clause 8 of the Committed Facility Letter shall be amended and restated in its entirety as follows:
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“The facility shall only apply in respect of Credits issued on or prior to 30 June 2016 (the “Facility Period”). The Facility shall expire on the earlier of (1) the date that is one year from the end of the Facility Period; or (2) the stated expiry date on the last remaining Credit issued within the Facility Period (the “Expiry Date”). The Bank and the Company shall commence negotiations,
Citibank Europe plc
Directors: Aidan M Brady, Mark Fitzgerald, Jim Farrell, Bo J. Hammerich (Sweden), Brian Hayes, Mary Lambkin, Frank McCabe, William J. Mills (USA),
Terence O’Leary (U.K.), Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Francesco Vanni d’Archirafi (Italy), Tony Woods.
Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.
Ultimately owned by Citigroup Inc., New York, U.S.A.
Citibank Europe plc is regulated by the Central Bank of Ireland
without being under any obligation, regarding the renewal of the Facility at least 60 days before the end of the Facility Period.”
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3.
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Except as expressly amended by this letter, the Committed Facility Letter remains unmodified and in full force and effect. In the event of a conflict or inconsistency between the terms of this letter and the terms of the Committed Facility Letter, the terms of this letter shall prevail.
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4.
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This letter may be executed in counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same agreement.
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5.
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This letter and any non-contractual obligations arising in connection with it shall be governed by English law and for the benefit of the Bank the Company irrevocably submits to the jurisdiction of the English courts in respect of any dispute which may arise from or in connection with this letter.
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6.
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Please indicate your agreement to the foregoing by countersigning the attached copy of this letter and returning the same to us.
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For and on behalf of
Citibank Europe plc
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/s/ Niall Tuckey
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Name:Niall Tuckey
Title:Director
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We agree to the terms set out in this letter.
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For and on behalf of
Aspen Bermuda Limited
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/s/ Bryan Astwood
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/s/ Fred Lemoine
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Name:Bryan Astwood
Title:Chief Investment Officer
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Name:Fred Lemoine
Title:Chief Financial Officer
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Citibank Europe plc
Directors: Aidan M Brady, Mark Fitzgerald, Jim Farrell, Bo J. Hammerich (Sweden), Brian Hayes, Mary Lambkin, Frank McCabe, William J. Mills (USA),
Terence O’Leary (U.K.), Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Francesco Vanni d’Archirafi (Italy), Tony Woods.
Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.
Ultimately owned by Citigroup Inc., New York, U.S.A.
Citibank Europe plc is regulated by the Central Bank of Ireland
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1 North Wall Quay
Dublin 1
Ireland
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T +353 1 622 2000
F +353 1 622 2222
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Niall Tuckey
Director
ILOC Product
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Citibank Europe plc
1 North Wall Quay
Dublin 1, Ireland
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Tel+353 (1) 622 7430
Fax+353 (1) 622 2741
Niall.Tuckey@Citi.com
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FROM:
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Citibank Europe plc (the
“Bank”
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TO:
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Aspen Bermuda Limited (the “
Company
”)
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141 Front Street
Hamilton HM19
Bermuda
Attention: Jazmin Da Ponte
Dear Jazmin,
Pledge Agreement between the Bank and the Company dated 17 January 2006 as amended, varied, supplemented, novated or assigned as the case may be (the “Pledge Agreement”).
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1.
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We refer to the Pledge Agreement. Defined terms used in this letter shall have the meanings given to them in the Pledge Agreement (including where defined in the Pledge Agreement by reference to another document).
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2.
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The Bank and the Company agree, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, that as effective from the date of this letter:
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(i)
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Appendix A shall be amended by the deletion of the following definitions;
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"
Tranche I Credit
" means any Credit issued under Tranche I of the facility letter from the Pledgee to the Pledgor dated 12th August 2011.
"
Tranche II Credit
" means any Credit issued under Tranche II of the facility letter from the Pledgee to the Pledgor dated 12th August 2011.
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(ii)
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Annex B of the Pledge Agreement entitled “
Schedule 1 Letter of Credit Value and Pledgee’s Requirements”
is hereby deleted in its entirety and replaced with “
Annex B
” attached hereto
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3.
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Except as expressly amended by this letter, the Committed Facility Letter remains unmodified and in full force and effect. In the event of a conflict or inconsistency between the terms of this letter and the terms of the Committed Facility Letter, the terms of this letter shall prevail.
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4.
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(a) The Pledgor hereby (i) reaffirms and restates each of the representations and warranties made by the Pledgor in the Pledge Agreement, as amended hereby, and (ii) represents and warrants that this Amendment and the Pledge Agreement, as amended hereby, constitute legal, valid and binding obligations of the Pledgor and are enforceable against the Pledgor in accordance with their respective terms.
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Citibank Europe plc
Directors: Aidan M Brady, Mark Fitzgerald, Jim Farrell, Bo J. Hammerich (Sweden), Brian Hayes, Mary Lambkin, Frank McCabe, William J. Mills (USA),
Terence O’Leary (U.K.), Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Francesco Vanni d’Archirafi (Italy), Tony Woods.
Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.
Ultimately owned by Citigroup Inc., New York, U.S.A.
Citibank Europe plc is regulated by the Central Bank of Ireland
(b) The Pledgor represents and warrants that it has the full power and authority, and has taken all actions necessary, to execute and deliver this Amendment and to perform the obligations contemplated hereby.
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5.
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This letter may be executed in counterparts, each of which shall be deemed to be an original, and all such counterparts taken together shall constitute one and the same agreement.
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6.
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This letter and any non-contractual obligations arising in connection with it shall be governed by English law and for the benefit of the Bank the Company irrevocably submits to the jurisdiction of the English courts in respect of any dispute which may arise from or in connection with this letter.
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7.
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Please indicate your agreement to the foregoing by countersigning the attached copy of this letter and returning the same to us.
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For and on behalf of
Citibank Europe plc
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/s/ Niall Tuckey
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Name:Niall Tuckey
Title:Director
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We agree to the terms set out in this letter.
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For and on behalf of
Aspen Bermuda Limited
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/s/ Bryan Astwood
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/s/ Fred Lemoine
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Name:Bryan Astwood
Title:Chief Investment Officer
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Name:Fred Lemoine
Title:Chief Financial Officer
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Citibank Europe plc
Directors: Aidan M Brady, Mark Fitzgerald, Jim Farrell, Bo J. Hammerich (Sweden), Brian Hayes, Mary Lambkin, Frank McCabe, William J. Mills (USA),
Terence O’Leary (U.K.), Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Francesco Vanni d’Archirafi (Italy), Tony Woods.
Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.
Ultimately owned by Citigroup Inc., New York, U.S.A.
Citibank Europe plc is regulated by the Central Bank of Ireland
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1 North Wall Quay
Dublin 1
Ireland
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T +353 1 622 2000
F +353 1 622 2222
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Annex B
SCHEDULE 1
Letter of Credit Value and Pledgee's Requirements
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Pledgee's Requirements
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Letter of Credit Value
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Acceptable Financial Assets
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Issuer
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Rating
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(A)
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Cash
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Cash Deposits held at Citibank, N.A. London Branch.
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N/A
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100%
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(B i)
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Government & Agency Securities
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Securities issued by the US or another OECD (the "Organisation for Economic Co-operation and Development") Government rated AA or AA equivalent, or issued by agencies whose debt obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US government, and including securities issued by the FHLMC or FNMA to the extent the same shall be under the conservatorship of the Federal Housing Finance Agency.
Government and Agency Securities shall have a maximum tenor of 20 years.
Securities issued by GNMA whose debt obligations are fully and explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the US Government.
GNMA Securities shall have a maximum tenor of 30 years.
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AA or AA equivalent
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89% of the fair market value of such Government & Agency Securities
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(B ii)
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US Agency MBS Securities: FHLMC & FNMA
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Securities issued by the FHLMC or FNMA to the extent the same shall be under the conservatorship of the Federal Housing Finance Agency.
US Agency MBS Securities shall have a maximum tenor of 30 years.
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AA or AA equivalent
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86.5% of the fair market value of such US Agency MBS Securities
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(C)
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Multilateral Lending Institution Securities
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Securities issued by multilateral lending institutions or regional development banks in which the US government is a shareholder or contributing member, including International Bank for Reconstruction and Development (the World Bank), the International Finance Corporation, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the European Investment Bank, the European Bank for Reconstruction and Development and the Nordic Investment Bank.
Multilateral Lending Institution Securities shall have a maximum tenor of 20 years.
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AA or AA equivalent or better
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88.5% of the fair market value of such Multilateral Lending Institution Securities.
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(D)
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US or OECD Government Agency Securities
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Securities issued by US or other OECD government agencies whose debt is implicitly guaranteed by the US government or an OECD government.
US or OECD Government Agency Securities shall have a maximum tenor of 20 years.
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AA or AA equivalent or better
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88.5% of the fair market value of such US or OECD Government Agency Securities
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Citibank Europe plc
Directors: Aidan M Brady, Mark Fitzgerald, Jim Farrell, Bo J. Hammerich (Sweden), Brian Hayes, Mary Lambkin, Frank McCabe, William J. Mills (USA),
Terence O’Leary (U.K.), Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Francesco Vanni d’Archirafi (Italy), Tony Woods.
Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.
Ultimately owned by Citigroup Inc., New York, U.S.A.
Citibank Europe plc is regulated by the Central Bank of Ireland
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(E)
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Corporate Bonds
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Non-convertible publicly traded securities, excluding warrants and perpetual instruments, issued by corporate entities domiciled in the US or other OECD countries and in each case with a rating A or better and with a remaining tenor to final maturity of no greater than 15 years.
The Pledgor shall not deliver Corporate Bonds such that 10% or more of the Pledged Securities is constituted by Corporate Bonds of a single issuer.
Corporate Bonds shall not exceed 35% of the aggregate Letter of Credit outstandings at any time.
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A or A equivalent or better
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85% of the fair market value of such Corporate Bonds where the tenor of such Corporate Bonds is 10 years and 1 month or less.
80% of the fair market value of such Corporate Bonds where the tenor of such Corporate Bonds is greater than 10 years and 1 month and less than or equal to 15 years
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Citibank Europe plc
Directors: Aidan M Brady, Mark Fitzgerald, Jim Farrell, Bo J. Hammerich (Sweden), Brian Hayes, Mary Lambkin, Frank McCabe, William J. Mills (USA),
Terence O’Leary (U.K.), Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Francesco Vanni d’Archirafi (Italy), Tony Woods.
Registered in Ireland: Registration Number 132781. Registered Office: 1 North Wall Quay, Dublin 1.
Ultimately owned by Citigroup Inc., New York, U.S.A.
Citibank Europe plc is regulated by the Central Bank of Ireland
