DESCRIPTION OF NOTES
The following description of the particular terms of the notes supplements the description of the general terms of the debt securities set forth under the heading Description of Debt Securities in the accompanying prospectus. If the descriptions are inconsistent, you should rely on the information in this prospectus supplement. Maiden NA will issue the notes under a base indenture, as supplemented by a supplemental indenture (collectively, the indenture), that Maiden NA, as issuer, and Maiden, as guarantor, will enter into with Wilmington Trust Company, as trustee. The statements made in this section relating to the notes
are summaries of the material provisions thereof and do not purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the notes, the indenture and the supplemental indenture, including the definitions therein of certain terms. You should read the indenture and these related documents carefully to fully understand the terms of the notes because they, and not this description, will define your rights as holders of the notes.
In this section, references to Maiden NA refer only to Maiden Holdings North America, Inc. and not to any of its subsidiaries, and references to Maiden or we refer only to Maiden Holdings, Ltd. and not to any of our subsidiaries.
General
The notes will be unsecured and unsubordinated obligations of Maiden NA and will rank equally in right of payment with all of Maiden NAs other unsecured and unsubordinated indebtedness from time to time outstanding. The notes will mature on June 15, 2041, unless previously redeemed in full by Maiden NA as provided below under Optional Redemption or Redemption for Changes in Withholding Taxes.
The notes will bear interest at the rate of 8.25% per annum from June 24, 2011 to maturity or early redemption. Interest on the notes will be payable on the 15
th
day of March, June, September and December of each year, commencing on September 15, 2011, to the persons in whose names such notes were registered at the close of business on the immediately preceding 1
st
day of March, June, September and December (whether or not a business day), respectively.
Interest payments in the respect of the notes will equal the amount of interest accrued from and including the immediately preceding interest payment date in respect of which interest has been paid or duly provided for (or from and including the date of issue, if no interest has been paid or duly provided for with respect to the notes), to, but not including, the applicable interest payment date or stated maturity date or date of earlier redemption, as the case may be. Interest on the notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. The principal, interest, if any, and additional amounts, if any, on the notes
will be payable through DTC as described under Same-Day Funds Settlement and Payment.
Maiden NA will issue the notes initially in an aggregate principal amount of $100,000,000 million ($115,000,000 million if the underwriters over-allotment option is exercised in full). The indenture governing the notes will not limit the aggregate principal amount of the debt securities which Maiden NA may issue thereunder and will provide that Maiden NA may issue debt securities thereunder from time to time in one or more series. Maiden NA may, from time to time, without the consent of or notice to holders of the notes, issue and sell additional debt securities ranking equally and ratably with the notes in all respects and having the same
terms as the notes (other than the issue date, and to the extent applicable, issue price, initial date of interest accrual and initial interest payment date of such additional debt securities), so that such additional debt securities shall be consolidated and form a single series with the notes for all purposes, including voting;
provided
, that such additional debt securities are fungible with the previously issued notes for U.S. federal income tax purposes.
The notes will not be entitled to the benefit of any mandatory redemption or sinking fund or to redemption or repurchase at the option of the holders upon a change of control, a change in management, an asset sale or any other specified event.
The notes will be issued only in fully registered form without coupons in minimum denominations of $25 and integral multiples thereof. The notes may be presented for transfer (duly endorsed or accompanied by a written instrument of transfer, if so required by Maiden NA or the security registrar) or exchanged for other notes (containing identical terms and provisions, in any authorized denominations, and of a like aggregate