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") are proposing to issue and sell $500 million aggregate principal amount of Senior Secured PIK Toggle Notes due 2025 (the "Notes") in an offering (the "Offering") that will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). 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"), although none of Highlands Holdings, Aspen or their subsidiaries will guarantee the Notes.
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 are being offered only to persons reasonably believed to be (i) qualified institutional buyers within the meaning of Rule 144A under the Securities Act and "Qualified Purchasers" as defined in Section 2(a)(51) of the Investment Company Act, and (ii) outside the United States, only to non-U.S. investors pursuant to Regulation S. The Notes will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from registration requirements or a transaction not subject to the registration requirements of the Securities Act or any state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
MiFID II professionals/ECPs-only/No PRIIPs KID – Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA and the UK.
This communication and other written or oral statements made by or on behalf of the Issuers contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are made under the "safe harbor" provisions of The Private Securities Litigation Reform Act of 1995. 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.
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Aspen Group Global Corporate Development