Current Report Filing (8-k)
June 15 2017 - 11:37AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 8, 2017
MAIDEN HOLDINGS, LTD.
(Exact name of registrant as specified in
its charter)
Bermuda
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001-34042
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98-0570192
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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131 Front Street, 2
nd
Floor,
Hamilton HM12,
Bermuda
(Address of principal executive offices
and zip code)
(441) 298-4900
(Registrant’s telephone number, including
area code)
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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03
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Amendments to Articles of Incorporation or Bye-laws.
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On June 8, 2017,
Maiden Holdings, Ltd. (the “
Company
”) priced its public offering of its 6.700% Non-Cumulative Preference Shares,
Series D, $0.01 par value per share, with a liquidation preference of $25.00 per share (the “
Series D Preference Shares
”).
In connection with such transaction, the Company adopted a Certificate of Designations (the “
Certificate of Designations
”)
with respect to the Series D Preference Shares.
For a description
of the Certificate of Designations governing the Series D Preference Shares, reference is made to the information set forth under
the heading “Description of the Series D Preference Shares” in the Company’s Prospectus Supplement, dated June
8, 2017, to the Prospectus, dated June 7, 2016, which constitutes a part of the Company’s shelf registration statement on
Form S-3, as amended by Post-Effective Amendment No. 1 thereto (File No. 333-207904), previously filed with the Securities and
Exchange Commission (the “
SEC
”) under the Securities Act of 1933, as amended (the “
Act
”),
which information is hereby incorporated herein by reference.
A legal opinion
relating to the validity of the Series D Preference Shares is attached hereto as Exhibit 5.1.
On June 8, 2017, the Company entered into
an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities
LLC, as representatives of the several underwriters named therein (the “
Underwriters
”), relating to the issuance
and sale by the Company of the Series D Preference Shares (the “
Offering
”). The securities have been registered
under the Act, pursuant to the Company’s shelf registration statement on Form S-3, as amended by Post-Effective Amendment
No. 1 thereto (File No. 333-207904), previously filed with the SEC under the Act.
On June 8, 2017, the Company issued a press
release relating to the pricing of the Offering. A copy of this press release is attached hereto as Exhibit 99.1.
On June 15, 2017, the Company issued a press
release relating to the closing of the Offering. A copy of this press release is attached hereto as Exhibit 99.2.
Item 9.01
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Financial Statements and Exhibits.
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(c)
Exhibits.
Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated June 8, 2017, by and among Maiden Holdings, Ltd. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein
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3.1
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Certificate of Designations of 6.700% Non-Cumulative Preference Shares, Series D
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4.1
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Form of stock certificate evidencing 6.700% Non-Cumulative Preference Shares, Series D (included in Exhibit 3.1)
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5.1
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Opinion of Conyers Dill & Pearman Limited
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23.1
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Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)
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99.1
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Press Release dated June 8, 2017
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99.2
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Press Release dated June 15, 2017
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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 thereunto duly authorized.
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MAIDEN HOLDINGS, LTD.
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Date: June 15, 2017
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By:
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/s/ Lawrence F. Metz
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Lawrence F. Metz
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Executive Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated June 8, 2017, by and among Maiden Holdings, Ltd. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein
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3.1
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Certificate of Designations of 6.700% Non-Cumulative Preference Shares, Series D
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4.1
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Form of stock certificate evidencing 6.700% Non-Cumulative Preference Shares, Series D (included in Exhibit 3.1)
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5.1
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Opinion of Conyers Dill & Pearman Limited
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23.1
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Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)
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99.1
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Press Release dated June 8, 2017
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99.2
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Press Release dated June 15, 2017
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