Highlands Holdings Bond Issuer, Ltd. Announces Pricing of $500 Million Senior Secured PIK Toggle Notes Due 2025

HAMILTON, Bermuda–(BUSINESS WIRE)–Highlands Holdings Bond Issuer, Ltd., a Bermuda exempted company (the “Bermuda Issuer”) and Highlands Holdings Bond Co-Issuer, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Bermuda Issuer (the “Co-Issuer”, and together with the Bermuda Issuer, the “Issuers”) announced today that they priced $500 million aggregate principal amount of 7.625% / 8.375% Senior Secured PIK Toggle Notes due 2025 (the “Notes”) at an issue price of 100.000% in an offering (the “Offering”). The Offering is a holding company financing and the Issuers are controlled by funds affiliated with Apollo Global Management, Inc. and are sister companies to Highlands Holdings Ltd. (“Highlands Holdings”), the direct parent entity of Aspen Insurance Holdings Limited (“Aspen”). None of Highlands Holdings, Aspen or their subsidiaries will guarantee the Notes. The Offering is expected to close on October 28, 2020, subject to customary closing conditions, and the Notes will mature on October 15, 2025.

The Bermuda Issuer expects to use the proceeds from the Offering to fund proceeds loans to its parent entities to (i) finance a contribution to Aspen and its subsidiaries, (ii) finance a distribution to their equityholders, (iii) pay the costs, fees and expenses related to the Offering and (iv) retain cash at its parent entities to make the first interest payment on the Notes in cash.

The Notes were offered only to persons reasonably believed to be qualified institutional buyers within the meaning of Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and qualified purchasers within the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1944, as amended, and the rules thereunder; and (ii) outside the United States, only to non-U.S. persons pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act or the securities laws of any State or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, resold, delivered or otherwise transferred except pursuant to an exemption from or, in any transaction not subject to, the registration requirements of the Securities Act.

This press release is neither an offer to sell nor the solicitation of an offer to purchase any security. There shall not be any offer of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or other similar action.

This communication is directed only at persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order, (iii) are persons who are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”).

Any investment activity to which this communication relates will only be available to, and will only be engaged in with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”) or in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA or in the UK will be prepared. Offering or selling the Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation. Any offer of Notes in any Member State of the EEA or in the UK will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes.

MiFID II professionals/ECPs-only – Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).

In connection with any issuance of the Notes, a stabilizing manager (or person(s) acting on behalf of such stabilizing manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager (or persons acting on its behalf) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 calendar days after the date on which the Issuers received the proceeds of the issue and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted by the stabilizing manager (or person(s) acting on behalf of the stabilizing manager) in accordance with all applicable laws and rules.

Forward-Looking Statements

This communication and other written or oral statements made by or on behalf of the Issuers contains forward-looking statements. In particular, statements using words such as “may,” “seek,” “will,” “likely,” “assume,” “estimate,” “expect,” “anticipate,” “intend,” “believe,” “do not believe,” “aim,” “predict,” “plan,” “project,” “continue,” “potential,” “guidance,” “foresee”, “might”, “objective,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “on track” or their negatives or variations, and similar terminology and words of similar import, generally involve future or forward-looking statements. Forward-looking statements reflect the Issuers’ current views, plans or expectations with respect to future events and financial performance. They are inherently subject to significant business, economic, competitive and other risks, uncertainties and contingencies. The inclusion of forward-looking statements in this or any other communication should not be considered as a representation by the Issuers or any other person that current plans or expectations will be achieved. Accordingly, you should not place undue reliance on any forward-looking statement. Forward-looking statement speak only as of the date on which they are made, and the Issuers undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as otherwise required by law.


Aspen Group Global Corporate Development

Joshua Brekenfeld


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