The information in this prospectus supplement is not complete and may be changed. A registration statement relating to these securities became effective under the Securities Act of 1933, as amended. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Filed pursuant to Rule 424(b)(3)
Registration Nos. 333-172107 and 333-172107-01
Subject to Completion
Preliminary Prospectus Supplement dated June 16, 2011
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 11, 2011)
$
Maiden Holdings North America, Ltd.
% Notes due 2041
Fully and Unconditionally Guaranteed by
Maiden Holdings, Ltd.
The notes will bear interest at the rate of % per year. Interest on the notes is payable on the day of March, June, September and December of each year, beginning on September , 2011. The notes will mature on June , 2041. However, Maiden Holdings North America, Ltd., or Maiden NA, may redeem the notes, for cash, in whole or in part, on or after July , 2016, at its option, at any time and from time to time, prior to maturity at a price equal to 100% of their principal amount, plus accrued but unpaid interest to, but not including,
the date of redemption, as described under the heading Description of Notes Optional Redemption in this prospectus supplement. Additionally, Maiden NA may redeem all of the notes prior to maturity upon the occurrence of certain tax events at the prices described under the heading Description of Notes Redemption for Changes in Withholding Tax in this prospectus supplement.
The notes will be unsecured and unsubordinated indebtedness of Maiden NA and will rank equally in right of payment with all of its other unsecured and unsubordinated indebtedness from time to time outstanding.
Maiden Holdings, Ltd., or Maiden, will fully and unconditionally guarantee the notes. The guarantee will be an unsecured and unsubordinated obligation of Maiden Holdings, Ltd. and will rank equally in right of payment with all of its other unsecured and unsubordinated indebtedness from time to time outstanding. Maiden Holdings, Ltd. is the parent-holding company of Maiden NA.
Neither Maiden nor Maiden NA have any material assets other than their direct and indirect ownership in the equity of their subsidiaries.
Investing in the notes involves risks. See Risk Factors beginning on page S-
9
of this prospectus supplement and on page
2
of the accompanying prospectus, as well as the risks described in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, to read about important factors you should consider before making a decision to invest in the notes.
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Per Note
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Total
(2)
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Public offering price
(1)
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$
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$
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Underwriting discount
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$
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$
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Proceeds, before expenses, to Maiden Holdings North America, Ltd.
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$
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$
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(1)
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Plus accrued interest, if any, from June , 2011 if the notes are delivered after that date.
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(2)
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Assumes no exercise of the underwriters over-allotment option.
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We have granted an option to the underwriters to purchase up to an additional $ aggregate principal amount of notes from us at the public offering price, less the underwriting discount, within 30 days from the date of this prospectus supplement, to cover over-allotments, if any.
Neither the Securities and Exchange Commission, any state securities commission, the Registrar of Companies in Bermuda, the Bermuda Monetary Authority or any other regulatory body has approved or disapproved of these notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Maiden NA intends to apply to list the notes on the New York Stock Exchange and Maiden and Maiden NA expect trading will begin within 30 days after the initial issue date of the notes.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company and its participants, including Euroclear Bank S.A./N.V., as operator of the Euroclear System, and Clearstream Banking,
société anonyme
, on or about June , 2011.
Sole Book-Running Manager
BofA Merrill Lynch
The date of this prospectus supplement is June , 2011.