Maiden Holdings, Ltd. Announces Pricing of Mandatory Convertible Preference Shares
September 25 2013 - 5:40PM
Maiden Holdings, Ltd. ("Maiden") (Nasdaq:MHLD) today announced the
pricing of 3,000,000 7.25% Mandatory Convertible Preference Shares,
Series B, at $50.00 per preference share. In addition, the
underwriters of the offering have an option to purchase up to an
additional 300,000 shares of the Mandatory Convertible Preference
Shares. The offering is expected to close on Tuesday, October 1,
2013, subject to customary closing conditions.
Unless converted or redeemed earlier, each Mandatory Convertible
Preference Share will convert automatically on or about September
15, 2016, into between 3.2258 and 4.0322 of Maiden's common shares,
subject to anti-dilution and other adjustments.
Dividends on the Mandatory Convertible Preference Shares will be
payable on a cumulative basis when, as and if declared by Maiden's
board of directors, at an annual rate of 7.25% on the liquidation
preference of $50.00 per share. The dividends will be payable on
March 15, June 15, September 15 and December 15 of each year,
commencing on December 15, 2013, and to, and including, September
15, 2016. Net proceeds from this offering, after deducting
underwriting discounts, commissions and expenses are expected to be
approximately $145.0 million. Net proceeds are expected to be
approximately $159.5 million if the underwriters exercise their
option to purchase additional shares in full.
Maiden intends to use the net proceeds from the offering for
general corporate purposes, primarily to support the continuing
growth of its reinsurance operations. Pending application of the
net proceeds towards general corporate purposes, Maiden expects to
invest the net proceeds from the offering in marketable fixed
income securities and short term investments.
Goldman, Sachs & Co., Morgan Stanley & Co. LLC and BofA
Merrill Lynch are the joint book-running managers for the
offering.
The offering is being made under an effective shelf registration
statement filed with the U.S. Securities and Exchange Commission
(the "SEC"). This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
Any offers of the securities will be made exclusively by means of a
prospectus supplement and accompanying prospectus. Copies of the
prospectus and the prospectus supplement relating to the offering
may be obtained from:
Goldman, Sachs & Co. |
Morgan Stanley & Co. LLC |
Prospectus Department |
180 Varick Street |
200 West Street |
New York, New York 10014 |
New York, NY 10282 |
Attention: Prospectus Department |
telephone: (866) 471-2526 |
|
facsimile: (212) 902-9316 |
|
email: prospectus-ny@ny.email.gs.com |
|
|
|
BofA Merrill Lynch |
|
Attention: Prospectus Department |
222 Broadway |
New York, New York 10038 |
email: dg.prospectus_requests@baml.com |
About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed
in 2007. Through its subsidiaries, which are each A- rated
(excellent) by A.M. Best, Maiden is 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 June 30, 2013, Maiden had $4.4 billion in assets and
shareholders' equity of $956.4 million.
Forward-looking Statements Safe Harbor
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 Maiden's current expectations and beliefs
concerning future developments and their potential effects on
Maiden. There can be no assurance that actual developments will be
those anticipated by Maiden. 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 Maiden's products, the
effect of general economic conditions and unusual frequency of
storm activity, 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 Maiden's Annual
Report on Form 10-K for the year ended December 31, 2012 as updated
in periodic filings with the SEC. Maiden undertakes no obligation
to publicly update any forward-looking statements, except as may be
required by law.
CONTACT: Noah Fields, Vice President, Investor Relations
Maiden Holdings, Ltd.
Phone: 441.298.4927
E-mail: nfields@maiden.bm
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