Maiden Holdings, Ltd. (NASDAQ: MHLD) (“Maiden”) announced today that it has amended its
cash tender offer (the “Offer”) for
its Series A Preference Shares, Series C Preference Shares and
Series D Preference Shares (each as defined in the table below).
Maiden, through its indirect, wholly-owned subsidiary, Maiden
Reinsurance Ltd. (the “Company”), is
offering to purchase 3,300,000 shares of each series of the
outstanding securities (each, a “Series
Purchase Amount”) listed in the table below (the
“Securities”) as more fully described
in the Offer to Purchase (as defined below).
Series of Securities
CUSIP No. / ISIN
Liquidation Preference
Per Share
Aggregate
Liquidation
Preference
Outstanding
Offer Price
8.250% Non-Cumulative Preference Shares,
Series A of Maiden Holdings, Ltd. (“Series A
Preference Shares”)
G5753U 120 /
BMG5753U1201
$25.00
$150,000,000
$10.50 per share
7.125% Non-Cumulative Preference Shares,
Series C of Maiden Holdings, Ltd. (“Series C
Preference Shares”)
G5753U 138 /
BMG5753U1383
$25.00
$165,000,000
$10.50 per share
6.700% Non-Cumulative Preference Shares,
Series D of Maiden Holdings, Ltd. (“Series D
Preference Shares”)
G5753U 146 /
BMG5753U1466
$25.00
$150,000,000
$10.50 per share
The consideration for each Series A Preference Share, each
Series C Preference Share and each Series D Preference Share
tendered and accepted for purchase pursuant to the Offer will equal
$10.50 (the “Offer Price”). The Offer
Price does not, and will not, include any amount with respect to
dividends. If the Offer is fully subscribed, the Company will
purchase the Series Purchase Amount for each series, resulting in
an aggregate purchase amount of $103,950,000, excluding fees and
expenses (including, without limitation, the retail processing fees
described below).
The principal purpose of the Offer is to adjust Maiden’s capital
structure to reflect its current operations and the amount of
capital required to operate both Maiden and the Company. Maiden’s
board of directors has not declared or paid dividends on the
Securities since the fourth quarter of 2018 and there can be no
assurance that Maiden will declare and pay dividends on the
Securities in the future. The Securities are perpetual and there is
no fixed date on which Maiden is required to redeem or otherwise
repurchase them. Further, given the perpetual form of capital the
Securities represent, there can be no assurance that Maiden or the
Company will make additional offers in the future to purchase the
Securities.
The acquisition by the Company of the Securities pursuant to
this Offer is being made in compliance with the Company’s
investment policy which has been approved by the Vermont Department
of Financial Regulation.
Maiden or the Company reserves the right, but is not obligated,
to increase any Series Purchase Amount in its sole and absolute
discretion. The Offer will expire on December 22, 2020 at 11:59
p.m., New York City time, unless Maiden or the Company extends it
(such time and date, as the same may be extended, the “Expiration Time”).
If the aggregate number of shares of a series of the Securities
that are validly tendered and not properly withdrawn as of the
Expiration Time (each, a “Series Total Tender
Amount”) exceeds the Series Purchase Amount for that series,
the Company will accept for purchase that number of Securities of
that series that does not result in such Series Total Tender Amount
exceeding the Series Purchase Amount. In that event, the Securities
of such series will be subject to proration, as described in the
Amended and Restated Offer to Purchase dated November 20, 2020 (the
“Offer to Purchase”). If the Series
Total Tender Amount with respect to the Securities of a series is
less than the Series Purchase Amount as of the Expiration Time
(each, an “Under‑Tendered Series”),
the Company will accept for purchase such Series Total Tender
Amount. In that event, each other Series Purchase Amount whose
Series Total Tender Amount exceeds its Series Purchase Amount as of
the Expiration Time (each, an “Over‑Tendered
Series”) will be increased ratably on a series by series
basis by the number of shares by which any Series Purchase Amount
for an Under‑Tendered Series exceeds its Series Total Tender
Amount. In no event will a Series Purchase Amount be reduced below
3,300,000 shares for any series other than in accordance with the
provisions described in the preceding sentence.
The Company will pay the purchase price for the Securities it
purchases promptly after the Expiration Time and the acceptance of
the Securities for purchase. The date on which such payment is made
is referred to as the “Settlement
Date.” The Company currently expects the Settlement Date to
be December 24, 2020.
Securities tendered pursuant to the Offer may be validly
withdrawn at any time on or prior to the Expiration Time by
following the procedures described in the Offer to Purchase.
The terms and conditions of the Offer are described in the Offer
to Purchase. The Offer is subject to the satisfaction or waiver of
certain conditions specified in the Offer to Purchase.
The Offer to Purchase will be mailed to record holders of the
Securities and will be furnished to brokers, dealers, commercial
banks, trust companies or other nominee stockholders and similar
persons whose names, or the names of whose nominees, appear on
Maiden’s shareholder list or, if applicable, who are listed as
participants in a clearing agency’s security position listing for
subsequent transmittal to beneficial owners of the Securities. The
Offer to Purchase contains important information that holders are
urged to read before any decision is made with respect to the
Offer.
Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act
of 1934, as amended, Maiden will file with the Securities and
Exchange Commission (the “SEC”) an
Issuer Tender Offer Statement on Schedule TO, which contains
additional information with respect to the Offer. The Schedule TO,
including the exhibits and any amendments and supplements thereto,
may be examined, and copies may be obtained, at the SEC’s website
at www.sec.gov.
BofA Securities is acting as dealer manager for the Offer. The
Company will pay registered brokers and dealers in the United
States that process tenders into the Offer from DTC participants
and persons resident in the United States (the “Retail Processing Dealers”) retail processing
fees. Each Retail Processing Dealer that successfully processes
tenders from a retail beneficial owner of Securities will be
eligible to receive a retail processing fee from the Company equal
to $0.125 per Series A Preference Share, Series C Preference Share
or Series D Preference Share validly tendered and not properly
withdrawn by or on behalf of such retail beneficial owner and
accepted for purchase by the Company, except for any Series A
Preference Shares, Series C Preference Shares or Series D
Preference Shares tendered by a Retail Processing Dealer for its
own account. For additional information regarding the terms of the
Offer, please contact: BofA Securities, Attn: Liability Management,
at telephone (980) 387-3907 (collect) or by email at
debt_advisory@bofa.com. To request documentation relating to the
Offer, please contact Global Bondholder Services Corporation, which
is acting as the tender agent and information agent for the Offer,
at (866)-794-2200 (toll-free) or (212) 430-3774.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFER IS BEING
MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE
COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE SECURITIES SHOULD
CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE COMPANY IS NOT MAKING THE OFFER TO (NOR WILL IT ACCEPT ANY
TENDER OF SECURITIES FROM OR ON BEHALF OF) HOLDERS OF SECURITIES IN
ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE
OF ANY TENDER OF SECURITIES WOULD NOT BE IN COMPLIANCE WITH THE
LAWS OF SUCH JURISDICTION. HOWEVER, THE COMPANY MAY, AT ITS
DISCRETION, TAKE SUCH ACTION AS THE COMPANY MAY DEEM NECESSARY FOR
IT TO MAKE THE OFFER IN ANY SUCH JURISDICTION AND EXTEND THE OFFER
TO HOLDERS OF SECURITIES IN SUCH JURISDICTION. IN ANY JURISDICTION
THE SECURITIES OR BLUE SKY LAWS OF WHICH REQUIRE THE OFFER TO BE
MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO
BE MADE ON THE COMPANY’S BEHALF BY ONE OR MORE REGISTERED BROKERS
OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH
JURISDICTION.
About Maiden Holdings,
Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed
in 2007.
Forward-Looking
Statements
This press release includes forward-looking statements. These
statements are necessarily subject to risk and uncertainty and
actual results could differ materially from those anticipated due
to various factors, including those set forth from time to time in
the documents filed or furnished by Maiden Holdings, Ltd. with the
Securities and Exchange Commission. You should not place undue
reliance on forward-looking statements and Maiden Holdings, Ltd.
undertakes no obligation to update any such statements to reflect
circumstances or events that occur after the date on which the
forward-looking statement is made.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20201120005455/en/
Sard Verbinnen & Co. Maiden-SVC@sardverb.com
Maiden (NASDAQ:MHLD)
Historical Stock Chart
From May 2024 to Jun 2024
Maiden (NASDAQ:MHLD)
Historical Stock Chart
From Jun 2023 to Jun 2024