0001193125-13-240335.txt : 20130530 0001193125-13-240335.hdr.sgml : 20130530 20130530065138 ACCESSION NUMBER: 0001193125-13-240335 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130530 ITEM INFORMATION: Other Events FILED AS OF DATE: 20130530 DATE AS OF CHANGE: 20130530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN INSURANCE HOLDINGS LTD CENTRAL INDEX KEY: 0001267395 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31909 FILM NUMBER: 13879880 BUSINESS ADDRESS: STREET 1: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 19 BUSINESS PHONE: 1 441 295 8201 MAIL ADDRESS: STREET 1: 141 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 19 8-K 1 d546657d8k.htm FORM 8-K Form 8-K

 

 

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): May 30, 2013

 

 

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 8 – Other Events

Item 8.01 Other Events

On April 25, 2013 Aspen Insurance Holdings Limited (“Aspen”) elected to mandatorily convert all of its outstanding 5.625% Perpetual Preferred Income Equity Replacement Securities (“Perpetual PIERS”). In connection with the mandatory conversion, Aspen has determined the related settlement amount due upon such conversion for each $50 liquidation preference of Perpetual PIERS, in cash and in Aspen ordinary shares. The ordinary share portion of consideration has been determined by multiplying the conversion rate of 1.7121 ordinary shares by the closing sale prices of Aspen ordinary shares on each of the 20 trading days beginning on, and including, April 29, 2013 and ending on, and including, May 24, 2013, resulting in a daily conversion value, the sum of which over the 20 trading day period results in a net ordinary share amount of approximately 0.3991 per Perpetual PIERS.

Accordingly, the conversion settlement amount for each $50 liquidation preference of Perpetual PIERS will be paid in the following forms of consideration: $50.00 in cash and approximately 0.3991 shares of Aspen ordinary shares. As a result, Aspen will be issuing a total of 1,835,860 ordinary shares.

Aspen has instructed the conversion agent, Computershare Inc., to deliver the consideration owing upon conversion of the Perpetual PIERS to The Depository Trust Company (“DTC”), as record holder, on May 30, 2013, and Aspen understands that DTC will thereafter deliver such amounts to its participants.

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: May 30, 2013

      
    By:  

/s/ John Worth

      Name: John Worth
      Title: Chief Financial Officer