阿斯彭保险美股招股说明书(2025-05-08版)

Aspen Insurance Holdings Limited This is the initial public offering of the Class A ordinary shares, par value $0.001 per share, of Aspen Insurance Holdings Limited (the “ordinaryshares”). The selling shareholders identified in this prospectus are offering 13,250,000 ordinary shares. We are not selling any ordinary shares underthis prospectus and we will not receive any of the proceeds from the sale of ordinary shares by the selling shareholders. Immediately prior to this offering, there has been no public market for our ordinary shares. The initial public offering price of our ordinary sharesis $30.00 per ordinary share. Our ordinary shares have been approved for listing, subject to official notice of issuance, on the New York StockExchange(the “NYSE”) under the symbol “AHL.” Following the completion of this offering, we will continue to have one class of authorized and issued ordinary shares and one class of authorizedand issued preference shares, consisting of three series, which are our 5.625% Perpetual Non-Cumulative Preference Shares (“AHL PRD Shares”), our5.625% Perpetual Non-Cumulative Preference Shares (“AHL PRE Shares”) and our 7.00% Perpetual Non-Cumulative Preference Shares (“AHL PRFShares” and, together with our AHL PRD Shares and our AHL PRE Shares, the “Preference Shares”). The AHL PRE Shares are represented bydepositary shares, each representing a 1/1000th interest in an AHL PRE Share (“AHL PRE Depositary Shares”). The AHL PRF Shares are representedby depositary shares, each representing a 1/1000th interest in an AHL PRF Share (“AHL PRF Depositary Shares” and, together with our AHL PREDepositary Shares, the “Depositary Shares”). For a more detailed description of our ordinary shares and Preference Shares, see “Description of ShareCapital.” We are a “foreign private issuer” as defined under the U.S. federal securities laws and, as such, will be subject to reduced public companyreporting and stock exchange governance requirements. See “Management and Corporate Governance—Foreign Private Issuer Exemption” foradditional information. AP Highlands Holdings, L.P., a Cayman exempted limited partnership (“AP Highlands Holdings”), and AP Highlands Co-Invest, L.P., aCayman exempted limited partnership (“AP Highlands Co-Invest” and, together with AP Highlands Holdings, the “Apollo Shareholders”),each an affiliate of certain investment funds managed by affiliates of Apollo Global Management, Inc. (collectively with its subsidiaries,“Apollo”), are the selling shareholders in this offering (the “selling shareholders”). Following this offering, the Apollo Shareholders willcollectively beneficially own approximately 84.3% of our ordinary shares (or 82.1% if the underwriters exercise in full their option topurchase additional ordinary shares from the selling shareholders). As a result, we will be a “controlled company” under the corporategovernance rules of the NYSEapplicable to listed companies, and therefore are permitted to elect not to comply with certain corporategovernance requirements thereunder. Investing in our ordinary shares involves a high degree of risk. Before investing in our ordinary shares, you should carefully read the“Risk Factors” beginning on page32of this prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense. (1)Please see “Underwriting (Conflicts of Interest)” for a description of all compensation payable to the underwriters. The underwriters have an option to purchase up to an additional1,987,500ordinary shares from the selling shareholders at the initial publicoffering price less the underwriting discount for 30 days from the date of this prospectus. The underwriters expect to deliver the ordinary shares against payment in New York, New York on or about May 9, 2025. Goldman Sachs & Co. LLC Jefferies Siebert Williams Shank TABLE OF CONTENTS ABOUT THIS PROSPECTUSSUMMARYTHE OFFERINGSUMMARY FINANCIAL AND OPERATING DATARISK FACTORSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSMANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSBUSINESSMANAGEMENT AND CORPORATE GOVERNANCEEXECUTIVE COMPENSATIONPRINCIPAL AND SELLING SHAREHOLDERSMATERIAL CONTRACTS AND RELATED PARTY TRANSACTIONSDESCRIPTION OF SHARE CAPITALCOMPARISON OF SHAREHOLDER RIGHTSSHARES ELIGIBLE FOR FUTURE SALECERTAIN REGULATORY CONSIDERATIONSCERTAIN TAX CONSIDERATIONSUNDERWRITING (CONFLICTS OF INTEREST)EXPENSES OF THE OFFERINGLEGAL MATTERSEXPERTSWHERE PROSPECTIVE INVESTORS CAN FIND ADDITIONAL INFORMATIONINDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS ABOUT THIS PROSPECTUS About This Prospectus We, the selling shareholders and the underwriters have not authorized anyone to provide any information different from that contained inthis