September 21, 2016

Aspen Insurance Holdings closes on offering of 5.625% Perpetual Non-Cumulative Preference Shares.

On September 20, Aspen Insurance Holdings Limited closed an underwritten public offering of $250 million of its 5.625% Perpetual Non-Cumulative Preference Shares. The Preference Shares are intended to qualify for Tier 1 capital treatment under the Insurance (Group Supervision) Rules 2011 of the Bermuda Monetary Authority. Aspen will be entitled to vary the terms of the Preference Shares or to exchange them in the event the desired Tier 1 regulatory capital treatment is not recognized, or to redeem the Preference Shares if they qualify for neither Tier 1 nor Tier 2 capital treatment under the BMA capital regulations.

Aspen Insurance intends to use the net proceeds from the offering to fund the redemption or repurchase of Aspen’s 7.401% Preference Shares and the 7.250% Preference Shares, after they become redeemable on January 1, 2017 and July 1, 2017, respectively, in accordance with the terms of a replacement capital covenant entered into concurrent with the original issuance of the 7.401% Preference Shares. The underwriters for the offering were led by Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and another financial institution as senior co-manager and BNY Mellon Capital Markets, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., HSBC Securities (USA) Inc., Lloyds Securities Inc. and U.S. Bancorp Investments, Inc. as co-managers.

The Willkie insurance transactions team has advised Aspen Insurance on a variety of matters since its IPO in 2003.

The corporate deal team included partners Joseph Ferraro in London and Michael Groll in New York, and associates Jennifer Tait and David Griffiths in London and Dunia Rkein in New York.  UK regulatory advice was provided by partner Nicholas Bugler and associate Stephen Murphy in London. U.S. tax advice was provided by partner Arthur Lynch and associate Meredith Levy in New York, and English tax advice by UK partner Judith Harger and associate Shinasa Wasimi in London. Partner Michael Katz and counsel Peter Allman in New York provided executive compensation and ERISA advice, respectively.