Maiden Holdings Prices $100 Million Offering of 8.25% Senior Notes Due June 15, 2041
June 17 2011 - 4:26PM
Maiden Holdings, Ltd. (Nasdaq:MHLD) ("Maiden" or "the Company")
today announced that its wholly-owned U.S. holding company, Maiden
Holdings North America, Ltd. ("Maiden NA"), has priced the offering
of $100 million aggregate principal amount of 8.25% Senior Notes
due June 15, 2041 (the "Notes"), which are fully and
unconditionally guaranteed by Maiden. The Notes are redeemable for
cash, in whole or in part, on or after June 15, 2016, at 100% of
the principal amount of the Notes to be redeemed plus accrued and
unpaid interest to but excluding the redemption date.
Maiden NA intends to apply to list the Notes on the New York
Stock Exchange and expects trading in the Notes to begin within 30
days after issuance. The offering is expected to close on June 24,
2011, subject to customary closing conditions. Maiden NA has
granted the underwriters a 30-day option to purchase up to an
additional $15 million aggregate principal amount of Notes to cover
over-allotments, if any.
The net proceeds will be used to redeem a portion of Maiden NA's
outstanding 14% coupon trust preferred securities
("TRUPs"). Maiden NA anticipates that approximately $100
million aggregate liquidation amount of TRUPs will be redeemed on
July 15, 2011. Pursuant to the terms of the TRUPs, Maiden NA will
incur a non-recurring call premium charge of approximately $14
million, which will be reported in the Company's results of
operations for the three months ended June 30, 2011. The interest
expense savings that will result from this offering over the next
two and half years is expected to offset the payment of the
non-recurring call premium which is payable in respect of any
redemption occurring prior to January 2014. As a result of the
anticipated redemption, the Company will incur an additional
non-recurring non-cash charge against its shareholders equity of
approximately $17.2 million, which represents the accelerated
amortization of original issue discount associated with equity
issued along with the TRUPs.
The Notes are being offered under the Company's effective shelf
registration statement previously filed with the Securities and
Exchange Commission ("SEC").
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any of these or any other
securities, nor will there be any sale of these or any other
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction. Merrill Lynch, Pierce, Fenner & Smith
Incorporated acted as the sole Book-Running Manager for the
offering. The offering of the Notes will be made only by means of a
prospectus supplement and accompanying base prospectus, copies of
which may be obtained by contacting Merrill Lynch, Pierce, Fenner
& Smith Incorporated by calling toll-free at 1-800-294-1322, or
by visiting the SEC website at www.sec.gov.
About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed
in 2007. Through our subsidiaries which are each A- rated
(excellent) by A.M. Best, we are focused on providing
non-catastrophic, customized reinsurance products and services, to
small and mid-size insurance companies in the United States and
Europe. As of March 31, 2011, the Company had $3.1 billion in
assets and shareholders' equity of $769.7 million.
The Maiden Holdings, Ltd. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=5006
Forward Looking Statements
This release contains "forward-looking statements" which are
made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. The forward-looking
statements are based on the Company's current expectations and
beliefs concerning future developments and their potential effects
on the Company. There can be no assurance that actual developments
will be those anticipated by the Company. Actual results may differ
materially from those projected as a result of significant risks
and uncertainties, including non-receipt of the expected payments,
changes in interest rates, effect of the performance of financial
markets on investment income and fair values of investments,
developments of claims and the effect on loss reserves, accuracy in
projecting loss reserves, the impact of competition and pricing
environments, changes in the demand for the Company's products, the
effect of general economic conditions, adverse state and federal
legislation, regulations and regulatory investigations into
industry practices, developments relating to existing agreements,
heightened competition, changes in pricing environments, and
changes in asset valuations. Additional information about these
risks and uncertainties, as well as others that may cause actual
results to differ materially from those projected is contained in
Item 1A. Risk Factors in the Company's Annual Report on Form 10-K
for the year ended December 31, 2010 as updated in periodic filings
with the SEC. The Company undertakes no obligation to publicly
update any forward-looking statements, except as may be required by
law.
CONTACT: Maiden Holdings, Ltd.
John Marshaleck
441.298.4902
irelations@maiden.bm
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