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Form 8-K ASPEN INSURANCE HOLDINGS For: Jun 30

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June 30, 2016 11:50 AM EDT


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, 2016
 
 
 
 
 
ASPEN INSURANCE HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
 
 
 
 
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:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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 June 30, 2016, Aspen Insurance Holdings Limited’s wholly-owned subsidiary Aspen Bermuda Limited (“Aspen Bermuda”) and Citibank Europe plc (“Citi Europe”) amended the committed letter of credit facility, dated July 30, 2012, as amended on June 30, 2014 (the “LOC Facility”). The amendment to the LOC Facility extends the term of the LOC Facility to June 30, 2018 and provides a maximum aggregate amount of up to $550 million.

All other agreements relating to the LOC Facility, 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 by the actual terms of the amendment to the LOC Facility which is filed 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:

10.1 Amendment to Letter of Credit Facility between Aspen Bermuda Limited and Citibank Europe plc, dated June 30, 2016.






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)
 
 
 
 
Dated: June 30, 2016
 
 
 
By:
 
/s/ Scott Kirk
 
 
 
 
Name:
 
Scott Kirk
 
 
 
 
Title:
 
Chief Financial Officer





1 North Wall Quay
Dublin 1
Ireland

 
T +353 1 622 2000
F +353 1 622 2222



 
Niall Tuckey
Citibank Europe plc
 
Director
1 North Wall Quay
 
ILOC Product
Dublin 1, Ireland
 
 
 
 
 
Tel+353 (1) 622 7430
 
 
Fax+353 (1) 622 2741
 
 

FROM:
Citibank Europe plc (the “Bank”)        

TO:
Aspen Bermuda Limited (the “Company”)
141 Front Street
Hamilton HM19
Bermuda
Attention: Mark Pickering

DATE:
30 June 2016


Dear Sir/Madam,

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 575,000,000, as amended, varied, supplemented, novated or assigned as the case may be (the “Committed Facility Letter”).

1.
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).

2.
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:


(i)
Clause 2 of the Committed Facility Letter shall be amended and restated in its entirety as follows:

“The Facility shall be in a maximum aggregate amount of USD 550,000,000 (five hundred and fifty 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.”

(ii)
Clause 5.2 (c) of the Committed Facility Letter shall be amended and restated in its entirety as follows:

“the tenor of a Credit is no longer than 24 months; and/or”

Directors: Breffni Byrne, Susan H. Dean (U.K.), Jim Farrell, Bo J. Hammerich (Sweden), Deepak Jain (U.K.), Mary Lambkin, Marc Luet (France), Rajesh Mehta (India),
Cecilia Ronan, Patrick Scally, Christopher Teano (U.S.A.), Zdenek Turek (Czech Republic) 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




(iii)
Clause 8 of the Committed Facility Letter shall be amended and restated in its entirety as follows:

“The facility shall only apply in respect of Credits issued on or prior to 30 June 2018 (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, without being under any obligation, regarding the renewal of the Facility at least 60 days before the end of the Facility Period.”


3.
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.

4.
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.

5.
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.

6.
Please indicate your agreement to the foregoing by countersigning the attached copy of this letter and returning the same to us.


For and on behalf of
Citibank Europe plc
 



/s/ Niall Tuckey
......................................................
Name:Niall Tuckey Title:Director




We agree to the terms set out in this letter.

For and on behalf of
Aspen Bermuda Limited
 



/s/Fred Lemoine
......................................................
Name:Fred Lemoine
Title:CFO, Aspen Bermuda Limited
/s/Mark Pickering
......................................................
Name:Mark Pickering
Title:Group Treasurer






2


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