Filed Pursuant to Rule 424(b)(5)
Registration No. 333-207904
The information in this preliminary 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 preliminary 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.
Subject to Completion
Preliminary Prospectus Supplement dated June 8, 2017
PROSPECTUS SUPPLEMENT
(To Prospectus dated June 7, 2016)
Shares
% Non-Cumulative Preference Shares, Series D
Maiden Holdings, Ltd. is offering shares of its % Non-Cumulative Preference Shares, Series D, $25 liquidation preference per share (the “Series D Preference Shares”).
Holders of Series D Preference Shares will be entitled to receive dividend payments only when, as and if declared by our Board of Directors or a duly authorized committee of the Board. Any such dividends will be payable from, and including, the date of original issue on a non-cumulative basis, quarterly in arrears on the 15
th
day of March, June, September and December of each year (each, a “dividend payment date”), commencing on September 15, 2017, at an annual rate of %.
Dividends on the Series D Preference Shares are not cumulative. Accordingly, in the event dividends are not declared on the Series D Preference Shares for payment on any dividend payment date, then those dividends will not accumulate and will not be payable. If we have not declared a dividend before the dividend payment date for any dividend period, we will have no obligation to pay dividends for that dividend period, whether or not dividends on the Series D Preference Shares are declared for any future dividend period.
So long as any Series D Preference Shares remain outstanding, no dividend shall be paid or declared on our common shares or any of our other securities ranking junior to the Series D Preference Shares (other than a dividend payable solely in common shares or in such other junior securities), unless the full dividends for the latest completed dividend period on all outstanding Series D Preference Shares and any parity shares have been declared and paid or provided for.
The Series D Preference Shares may not be redeemed prior to , 2022, except in specified circumstances relating to certain corporate, tax or capital disqualification events, subject to the satisfaction of all other applicable conditions to redemption. On or after that date, we may, at our option, redeem the Series D Preference Shares, for cash, in whole or in part, at a redemption price of $25 per Series D Preference Share plus declared and unpaid dividends, if any, to, but excluding, the date of redemption, without accumulation of any undeclared dividends; provided that no redemption may occur prior to , 2027 unless (1) we have sufficient funds in order to meet the Bermuda Monetary Authority’s (the “BMA”) Enhanced Capital Requirement (the “ECR”) and the BMA (or its successor, if any) approves of the redemption or (2) we replace the capital represented by the Series D Preference Shares with capital having equal or better capital treatment as the Series D Preference Shares under the ECR. See “Description of the Series D Preference Shares — Redemption” in this prospectus supplement.
In specified circumstances relating to certain tax or capital disqualification events, we may, without the consent of any holders of the Series D Preference Shares, vary the terms of, or exchange for new securities, the Series D Preference Shares to maintain compliance with certain regulations applicable to us. No such variation of terms or securities in exchange shall change certain specified terms of the Series D Preference Shares. See “Description of the Series D Preference Shares — Variation or Exchange” in this prospectus supplement.
The Series D Preference Shares will not have voting rights, except as set forth under “Description of the Series D Preference Shares — Voting Rights” in this prospectus supplement.
We intend to apply to list the Series D Preference Shares on the New York Stock Exchange (“NYSE”) under the symbol “ .” If the application is approved, we expect trading to commence 30 days following the initial issuance of the Series D Preference Shares.
Investing in the Series D Preference Shares involves risks. See “Risk Factors” beginning on page S-
11
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 Series D Preference Shares. The Series D Preference Shares are expected to be rated below investment grade and are subject to the risks associated with non-investment grade securities.
Neither the Securities and Exchange Commission, any state securities commission, the Registrar of Companies in Bermuda, the BMA or any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Price to Public
(1)
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Underwriting
Discounts and
Commissions
(1)
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Proceeds, before
expenses, to
Maiden
(1)
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Per Share
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$
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$
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$
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Total
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$
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$
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$
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(1)
Assumes no exercise of the underwriters’ over-allotment option described below.
The underwriters may also purchase from us up to an additional Series D Preference Shares at the public offering price, less the underwriting discount payable by us, within 30 days from the date of this prospectus supplement to cover over-allotments, if any.
The Series D Preference Shares will be ready for delivery in book entry form only, through the facilities of The Depository Trust Company against payment in New York, New York on or about , 2017.
Joint Book-Running Managers
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BofA Merrill Lynch
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Morgan Stanley
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UBS Investment Bank
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The date of this prospectus supplement is , 2017.