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EX-10.1 - EX-10.1 - ASPEN INSURANCE HOLDINGS LTD | u09493exv10w1.htm |
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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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2010
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
Bermuda | 001-3 1909 | Not Applicable | ||
(State or other jurisdiction | (Commission | (I.R.S. Aspen Insurance | ||
of incorporation) | File Number) | U.S. Services, Inc. | ||
Identification No.) |
Maxwell Roberts Building
1 Church Street
Hamilton HM 11
Bermuda
(Address of principal executive offices)
(Zip Code)
1 Church Street
Hamilton HM 11
Bermuda
(Address of principal executive offices)
(Zip Code)
Registrants telephone number, including area code: (441) 295-8201
Not Applicable
(Former name or former address, if changed since last report)
(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:
o Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240. 14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o 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 Registrants Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On July 30, 2010, Aspen Insurance Holdings Limited (the Company) and six of its wholly-owned
(directly or indirectly) subsidiaries (collectively, the Borrowers) entered into a three-year
revolving credit agreement (the Credit Agreement) with various lenders and Barclays Bank plc,
as administrative agent and letter of credit issuer. The facility will be used by the Borrowers to
finance the working capital needs of the Company and its subsidiaries, for letters of credit in
connection with the insurance and reinsurance businesses of the Company and its subsidiaries and
for other general corporate purposes. Initial availability under the facility is $280,000,000, and
the Company has the option (subject to obtaining commitments from acceptable lenders) to increase
the facility by up to $75,000,000. The facility will expire on July 30, 2013.
On the closing date for the facility, no borrowings were outstanding under the Credit Agreement.
The fees and interest rates on the loans and the fees on the letters of credit payable by the
Borrowers under the Credit Agreement are based upon the credit ratings for the Companys long-term
unsecured senior debt by Standard & Poors Ratings Services and Moodys Investors Service, Inc.
In addition, the fees for a letter of credit vary based upon whether the applicable Borrower has
provided collateral (in the form of cash or qualifying debt securities) to secure its
reimbursement obligations with respect to such letter of credit.
The Credit Agreement replaces the Companys $450 million five-year credit agreement dated as of
August 2, 2005, which would have expired on August 2, 2010, but was terminated upon the
effectiveness of the Credit Agreement.
Under the Credit Agreement, the Company must not permit (a) consolidated tangible net worth to be
less than approximately $2.3 billion plus 50% of consolidated net income and 50% of aggregate net
cash proceeds from the issuance by the Company of its capital stock, in each case after January 1,
2010, (b) the ratio of its total consolidated debt to the sum of such debt plus its consolidated
tangible net worth to exceed 35% or (c) any material insurance subsidiary to have a financial
strength rating of less than B++ from A.M. Best. The Credit Agreement contains other customary
affirmative and negative covenants, including (subject to various exceptions) restrictions on the
ability of the Company and its subsidiaries to incur indebtedness, create or permit liens on their
assets, engage in mergers or consolidations, dispose of assets, pay dividends or other
distributions, purchase or redeem the Companys equity securities, make investments and enter into transactions with affiliates. In
addition, the Credit Agreement has customary events of default, including (subject to certain
materiality thresholds and grace periods) payment default, failure to comply with covenants,
material inaccuracy of representation or warranty, bankruptcy or insolvency proceedings, change of
control and cross-default to other debt agreements.
The foregoing description of the Credit Agreement is qualified in its entirety by reference to the
complete terms and conditions of the Credit Agreement. A copy of the Credit Agreement is filed
herewith 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 exhibits are filed as part of this report:
10.1 | Credit Agreement dated as of July 30, 2010 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.
ASPEN INSURANCE HOLDINGS LIMITED (Registrant) |
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Dated: August 4, 2010 | By: | /s/ Richard Houghton | ||
Name: | Richard Houghton | |||
Title: | Chief Financial Officer | |||
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