Terms

Series

5.625% Perpetual Non-Cumulative Preference Shares

Liquidation Preference

$25.00

Coupon Rate

5.625%

Rate Type

Fixed

Annual Dividend

$1.41

Payment Frequency

Quarterly

Cumulative

No

Perpetual

Yes

Convertible

No

Callable

Yes

First Call Date

October 1, 2024

First Call Price

$25.00

Capital Stack Ranking

Junior To: All Indebtedness And Other Liabilities Of Aspen Holdings, All Obligations Of Subsidiaries Including Policyholder Obligations; Pari Passu With: 5.95% Fixed-To-Floating Rate Perpetual Non-Cumulative Preference Shares, 5.625% Perpetual Non-Cumulative Preference Shares (Existing Series); Senior To: Ordinary Shares, Junior Stock

Regulatory (Basel III) Call

Yes

Tax Classification

Other

Depositary Share Fraction

0.001

Shares Offered

10,000,000

Prospectus Summary

Aspen Insurance Holdings Limited, a Bermuda-based specialty insurance and reinsurance holding company, is offering 10,000,000 depositary shares (NYSE: AHLPRE), each representing a 1/1,000th interest in a share of its 5.625% Perpetual Non-Cumulative Preference Shares with a liquidation preference of $25 per depositary share. The fixed coupon of 5.625% per annum equates to $0.35156 per depositary share per quarter, paid on January 1, April 1, July 1, and October 1, commencing October 1, 2019. The shares are callable at par on or after October 1, 2024. Critically, dividends are non-cumulative: if the board does not declare a dividend for any period, that payment is permanently lost and holders have no claim for it. The Preference Shares rank senior to Aspen's ordinary shares but pari passu with its existing 5.95% and 5.625% preference share series. They are junior to all of Aspen's debt obligations, which totaled approximately $424.7 million as of March 31, 2019. Because Aspen Holdings is a holding company with no direct operations, these shares are also structurally subordinated to all liabilities of its insurance subsidiaries — including all policyholder obligations — meaning subsidiary creditors are paid before any funds flow up to support preferred dividends. A regulatory capital call provision allows early redemption at par if the shares lose their Tier 2 capital status under the Bermuda Monetary Authority's Group Supervision Rules, which could force redemption at an inopportune time for investors. At the $25 public offering price, the effective yield is 5.625% annually. The issuer is a Bermuda company, and dividends may not qualify for the U.S. preferential 15%/20% qualified dividend income rate or the corporate dividends-received deduction without further analysis of the tax section; investors should consult their tax advisors. Dividends are paid quarterly on January 1, April 1, July 1, and October 1. The dividend stopper prevents any payment on ordinary shares or junior/parity securities unless the most recently completed Preference Share dividend period has been fully paid — but because dividends are non-cumulative, a skipped payment cannot be reclaimed and triggers no cross-default or acceleration, making the stopper a weak protection in a stress scenario.

Summarized from the SEC prospectus filing.

Distribution History

Ranking vs. Other Preferreds

Dividend Stopper Provisions

Dividend Stopper Description

If dividends for the latest completed period on the Preference Shares (and any parity stock) have not been declared and paid, the issuer cannot pay dividends on or repurchase its ordinary shares or any junior/parity securities.

Div Score Breakdown

Reinvesty's multi-factor safety analysis for this preferred, composite score: 68 (Strong)