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): December 19, 2017

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Section 7 — Regulation FD

Item 7.01 Regulation FD Disclosure

On December 19, 2017, Aspen Insurance Holdings Limited (“Aspen” or the “Company”) issued a press release, attached hereto as Exhibit 99.1, announcing a strategic partnership with CGB Diversified Services, Inc. (“CGB DS”). Under the terms of the partnership, Aspen has acquired a 23.2% stake in a newly formed company, Crop Re Services LLC (“Crop Re”), which is responsible for directing the placement of reinsurance on behalf of CGB DS. The remaining 76.8% of Crop Re is owned by CGB DS. In exchange for its stake in Crop Re, Aspen has sold AG Logic Holdings, LLC (“AgriLogic”), its U.S. crop insurance business, to CGB DS for $68.4 million. Aspen will receive rights to provide quota share reinsurance capacity, in proportion to its shareholding of Crop Re, on the combined crop insurance portfolios of AgriLogic and CGB DS.

Section 9— Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Unless otherwise specified above, the following exhibit is furnished as part of this report:

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: December 19, 2017	By:	/s/ Scott Kirk
	Name:	Scott Kirk
	Title:	Chief Financial Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

Aspen Announces Strategic Partnership with CGB Diversified Services

Hamilton, Bermuda, December 19, 2017 - Aspen Insurance Holdings Limited (“Aspen”) (NYSE:AHL) announced today a strategic partnership with CGB Diversified Services, Inc. (“CGB DS”).

Under the terms of this partnership, Aspen has acquired a 23.2% stake in a newly formed company, Crop Re Services LLC (“Crop Re”), which is responsible for directing the placement of reinsurance on behalf of CGB DS. The remaining 76.8% of Crop Re is owned by CGB DS.

In exchange for its stake in Crop Re, Aspen has sold AG Logic Holdings, LLC (“AgriLogic”), its U.S. crop insurance business, to CGB DS for $68.4 million.

Aspen will receive rights to provide quota share reinsurance capacity, in proportion to its shareholding of Crop Re, on the combined crop insurance portfolios of AgriLogic and CGB DS.

Aspen will also have access to additional crop reinsurance premium by bringing its reinsurance expertise to a substantially larger, faster growing, and more diversified crop insurance business.

The annual combined gross written premium of AgriLogic and CGB DS was approximately $1.1 billion for the 2017 crop reinsurance year, making it one of the largest portfolios in the U.S. crop insurance market.

Chris O’Kane, Aspen’s Group Chief Executive Officer, said: “We are excited by the strategically compelling opportunity brought to us by CGB DS, a highly-respected company in the crop insurance industry. Our investment in Crop Re provides Aspen with the opportunity for further growth through access to a much larger and more diversified portfolio of business. AgriLogic is an outstanding business and, together with CGB DS, will be able to progress more rapidly to the next stage of its development.”

Rick Pemberton, Executive Vice President and Chief Financial Officer for CGB Enterprises, Inc. said: “Forming this strategic partnership with Aspen is a natural fit for our crop insurance platform and a true win for both parties. AgriLogic is an excellent business with strong customer-centric focus, and together we will continue to provide world-class service and provide innovative risk management solutions to our agents and customers. We are delighted to officially welcome the AgriLogic team to CGB Diversified Services.”

- ENDS -

About Aspen Insurance Holdings Limited

Aspen provides reinsurance and insurance coverage to clients in various domestic and global markets through wholly-owned subsidiaries and offices in Australia, Bermuda, Canada, France, Germany, Ireland, Singapore, Switzerland, the United Arab Emirates, the United Kingdom and the United States. For the year ended December 31, 2016, Aspen reported $12.1 billion in total assets, $5.3 billion in gross reserves, $3.6 billion in total shareholders’ equity and $3.1 billion in gross written premiums. Its operating subsidiaries have been assigned a rating of “A” by Standard & Poor’s Financial Services LLC (“S&P”), an “A” (“Excellent”) by A.M. Best Company Inc. (“A.M. Best”) and an “A2” by Moody’s Investors Service, Inc. (“Moody’s”).

About CGB Diversified Services, Inc.

CGB Diversified Services is a wholly owned subsidiary of CGB Enterprises, Inc. and is headquartered in Jacksonville, Illinois. The company is a part of the Federal Crop Insurance system and services policies in 48 states. CGB DS offers a wide range of services which includes crop insurance, risk management, and grain marketing expertise, and is an equal opportunity provider. Learn more www.diversifiedservices.com

About CGB Enterprises, Inc.

In addition to its crop insurance business, CGB Enterprises, Inc., headquartered in Mandeville, LA, has nearly 100 grain facilities across the Midwest and has dedicated operations in logistics and transportation, fertilizer, agri-finance, soybean processing and other related businesses. For more information on CGB Enterprises, Inc, please visit www.cgb.com.

Application of the Safe Harbor of the Private Securities Litigation Reform Act of 1995

This press release may contain written “forward-looking statements” within the meaning of the U.S. federal securities laws. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts and can be identified by the use of words such as “expect,” “intend,” “plan,” “believe,” “do not believe,” “project,” “anticipate,” “seek,” “will,” “estimate,” “may,” “likely,” “continue,” “assume,” “objective,” “aim,” “guidance,” “outlook,” “trends,” “future,” “could,” “would,” “should,” “target,” “on track” and similar expressions of a future or forward-looking nature.

All forward-looking statements rely on a number of assumptions, estimates and data concerning future results and events and are subject to a number of uncertainties and other factors, many of which are outside Aspen’s control that could cause actual results to differ materially from such statements, including, among other things, factors outside Aspen’s control impacting expectations around growth in underlying crop insurance, changes to the U.S. Federal Multi-Peril Crop Insurance Program, the amount of reinsurance premium available to be ceded to Aspen, the risk that the counterparties do not perform as expected under contracts directing the volume and terms of crop reinsurance placements and the underlying agricultural commodity prices. For a detailed description of uncertainties and other factors that could impact the forward-looking statements in this press release, please see the “Risk Factors” section in Aspen’s Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, each as filed with the U.S. Securities and Exchange Commission. Aspen undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

For further information:

Please visit www.aspen.co or contact:

Investors

Mark Jones, Senior Vice President, Investor Relations, Aspen

mark.p.jones@aspen.co

+1 (646) 289 4945

Media

Steve Colton, Head of Group Communications, Aspen

Steve.colton@aspen.co

+44 20 7184 8337

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