Maiden Announces its Intention to Convert its Preferences Shares, Series A, Series C and Series D into Common Shares
November 09 2022 - 7:00AM
Business Wire
Maiden Holdings, Ltd., a Bermuda-based holding company
(NASDAQ:MHLD) (“Maiden” or the
“Company”) announced today its
intention to exchange all of the Company’s outstanding 8.25%
Non-Cumulative Preference Shares Series A (the “Series A Preference Shares”), 7.125%
Non-Cumulative Preference Shares Series C (the “Series C Preference Shares”) and 6.700%
Non-Cumulative Preference Shares Series D (the “Series D Preference Shares” and, together with the
Series A Preference Shares and the Series C Preference Shares, the
“Preference Shares”) for shares of
Maiden’s common shares, $0.01 par value per share (the
“Common Shares”), subject to the terms
of the certificate of designations for each of the Preference
Shares, as amended (the “Exchange”).
The Exchange requires that the terms of each of the Preference
Shares be varied and any such variation will require the
affirmative vote of holders of two-thirds of the issued shares of
each series of the Preference Shares. Maiden Reinsurance Ltd.
(“Maiden Reinsurance”), which
currently owns more than 73% of each series of the Preference
Shares, has indicated it will consent to the variations for each of
the series of Preference Shares in order to effectuate the
Exchange. The Company’s board of directors (the “Board”) established a special committee consisting
solely of disinterested and independent directors (the
“Special Committee”) for the purpose
of evaluating and, if appropriate, negotiating and approving
potential amendments to the certificates of designations for each
series of Preference Shares in order to effectuate the Exchange.
Advised by its own financial and legal advisors, the Special
Committee unanimously approved an exchange ratio of three Common
Shares per Preference Share of each series for record holders of
the Preference Shares. The Board has also approved the amendments
to the certificates of designations for each series of Preference
Shares, and the Exchange. Under the proposed terms of the Exchange,
holders of Preference Shares at the time of the Exchange will
receive Common Shares having a fair value that meets the “Minimum
Price” as determined in accordance with the rules of NASDAQ and as
will be described in an information statement that Maiden will file
with the Securities and Exchange Commission (the “SEC”) and will distribute to preference
shareholders (the “Information
Statement”). Specifically, holders of Preference Shares of
each series will receive, for each Preference Share held, three
Common Shares, with the value of each Preference Share so exchanged
being equal to three times the price that is the lower of: (i) the
closing price of the Common Shares (as reflected on Nasdaq.com)
immediately preceding the date of the Exchange; and (ii) the
average closing price of the Common Shares (as reflected on
Nasdaq.com) for the five trading days immediately preceding the
date of the Exchange. As a result of the Exchange, the Preference
Shares will no longer trade on the New York Stock Exchange, and no
Preference Shares will be issued or outstanding. All rights of the
former holders related to ownership of the Preference Shares will
terminate.
Upon completion of the Exchange, it is expected that Maiden
Reinsurance will own approximately 29% of the Common Shares as of
the date of the Exchange as described above, which Common Shares
will be eliminated for accounting and financial reporting purposes
on the Company’s consolidated financial statements. Maiden
Reinsurance’s voting power with respect to its Common Shares will
be capped at 9.5% under the terms of the bye-laws of the
Company.
The Exchange and the ownership of the Common Shares by Maiden
Reinsurance is being made in compliance with Maiden Reinsurance’s
investment policy which has been approved by the Vermont Department
of Financial Regulation.
As a result of the Exchange, Maiden estimates that its book
value per Common Share will increase by approximately $0.82 per
Common Share, subject to the determination of the final value of
the Preference Shares and the exchange price of the Common Shares.
Maiden expects to complete the transaction on or before December
31, 2022 and will notify holders of the exchange date when
determined.
Odeon Capital Group, LLC acted as financial advisor to the
Company. Houlihan Lokey acted as financial advisor to the Special
Committee.
Pursuant to Rule 14c-2(a)(1) under the Securities Exchange Act
of 1934, as amended, Maiden will file with the SEC the Information
Statement on Schedule 14C, which will contain additional
information with respect to the Exchange. When available, the
Schedule 14C, including any exhibits and any amendments and
supplements thereto, may be examined, and copies may be obtained,
at the SEC’s website at www.sec.gov.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS
NOT AN OFFER OR SOLICITATION TO PURCHASE SECURITIES.
About Maiden Holdings,
Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed
in 2007. Maiden creates shareholder value by actively managing and
allocating our assets and capital, including through ownership and
management of businesses and assets mostly in the insurance and
related financial services industries where we can leverage our
deep knowledge of those markets. Maiden also provides a full range
of legacy services to small insurance companies, particularly those
in run-off or with blocks of reserves that are no longer core,
working with clients to develop and implement finality solutions
including acquiring entire companies that enable our clients to
meet their capital and risk management objectives.
Forward-Looking
Statements
This press release includes forward-looking statements. These
forward-looking statements include general statements both with
respect to us and the insurance industry and generally are
identified with the words “anticipate,” “believe,” “expect,”
“predict,” “estimate,” “intend,” “plan,” “project,” “seek,”
“potential,” “possible,” “could,” “might,” “may,” “should,” “will,”
“would,” “will be,” “will continue,” “will likely result” and
similar expressions. In light of the risks and uncertainties
inherent in all forward-looking statements, the inclusion of such
statements contained or incorporated by reference in this Statement
should not be considered as a representation by us or any other
person that our objectives or plans or other matters described in
any forward-looking statement will be achieved. These statements
are based on current plans, estimates, assumptions and
expectations. Actual results may differ materially from those
projected in such forward-looking statements and therefore, you
should not place undue reliance on them.
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Sard Verbinnen & Co. Maiden-SVC@sardverb.com
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