M&A - Maiden Holdings, Ltd.

Form Type: 8-K

Filing Date: 2025-05-12

Corporate Action: Merger

Type: Update

Accession Number: 000141210025000042

Filing Summary: Maiden Holdings, Ltd. reported its financial results for the first quarter of 2025 and provided updates on strategic transactions. Key highlights include the combination agreement with the Kestrel Group to form a new specialty program group, which was approved by shareholders at a special meeting. Additionally, the company is in the process of selling its Swedish subsidiaries, Maiden General Försäkrings and Maiden Life Försäkrings, and anticipates completing both transactions in the second quarter of 2025. Financial performance showed a net loss of $8.6 million for the quarter, with significant changes in leverage and losses primarily due to foreign exchange impacts and strategic expenses related to the Kestrel transaction. The Company highlighted expected improvements in investment results as assets are liquidated following the closing of strategic deals. Overall, the report emphasized ongoing transformations within the Company's operational strategy as it pivots through significant structural changes in capital management and operations.

Form Type: 425

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925036858

Filing Summary: On April 21, 2025, Maiden Holdings, Ltd. filed a Current Report on Form 8-K concerning a Combination Agreement with Kestrel Group LLC and Ranger Bermuda Topco Ltd. The filing disclosed that upon completion of the transactions detailed in the agreement, Maiden and Kestrel will become wholly owned subsidiaries of Bermuda NewCo, which will be renamed Kestrel Group Ltd. The report outlines that a registration statement on Form S-4, filed on March 24, 2025, will issue common shares to Maiden shareholders, and a special general meeting for shareholders is scheduled for April 29, 2025. Additionally, it addresses allegations from purported shareholders regarding the proxy statement/prospectus being misleading and lacking material disclosures. Maiden denies these allegations but aims to supplement the disclosures in the proxy statement/prospectus to minimize litigation-related costs. The document also contains new financial projections and analyses regarding the companies involved in the transaction, highlighting EBITDA estimates and discount rate calculations.

Form Type: 425

Filing Date: 2025-04-21

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925036862

Filing Summary: Maiden Holdings, Ltd. is preparing for a special general meeting of shareholders on April 29, 2025, regarding a proposed transaction with Kestrel Group LLC. The Board of Directors recommends a vote in favor of the transaction. To facilitate shareholder participation, a proxy statement/prospectus has been filed and is available for review. Investors and security holders are urged to read these documents carefully for important information about the transaction. Key participants in the proxy solicitation include Maiden's directors, executive officers, and individuals affiliated with Kestrel Group. The document stresses the importance of voting and provides instructions for shareholders to cast their votes via various means.

Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925036855

Filing Summary: On April 21, 2025, Maiden Holdings, Ltd. reported entering a Combination Agreement with Kestrel Group LLC and Ranger Bermuda Topco Ltd. Upon completion of the Transactions, Maiden and Kestrel will become wholly owned subsidiaries of Bermuda NewCo, which will be renamed ‘Kestrel Group Ltd’. A registration statement on Form S-4 and a proxy statement on Schedule 14A related to the Transactions have been filed with the SEC. A Special Meeting of Maiden shareholders is scheduled for April 29, 2025, to approve the Transactions. Several shareholders have raised concerns stating the proxy statement/prospectus is misleading, leading to complaints filed in the New York Supreme Court. Maiden has denied the allegations of wrongdoing and is supplementing the disclosures in the proxy statement/prospectus through this 8-K filing without admitting liability. The additional information includes updates on financial projections and analyses related to the fairness opinion provided by Insurance Advisory Partners LLC.

Form Type: 425

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925034695

Filing Summary: Maiden Holdings, Ltd. is reaching out to shareholders to encourage them to vote on the proposed merger transaction with Kestrel Group LLC. The Board of Directors unanimously recommends that shareholders vote in favor of the transaction, which is scheduled for discussion at a special general meeting on April 29, 2025. Additionally, Ranger Bermuda Topco Ltd. has filed a registration statement on Form S-4 with the SEC, which includes vital documents such as a prospectus and a proxy statement for the upcoming shareholder meeting. All shareholders are urged to review these documents carefully, as they contain essential information regarding the merger. The communication specifies that neither Luke Ledbetter nor Terry Ledbetter hold any securities in Maiden at this time, and provides contact information for those needing assistance with voting procedures.

Form Type: 425

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000141210025000030

Filing Summary: On April 2, 2025, Maiden Holdings, Ltd. received a notice from Nasdaq regarding its common shares trading below the compliance minimum price of $1.00 for the last 30 consecutive business days. Maiden has a 180-day Compliance Period to regain compliance by maintaining the share price above $1.00. Additionally, Maiden is undergoing a merger transaction with Kestrel Group, LLC, as outlined in the Combination Agreement effective from December 29, 2024. The merger involves several entities and will result in Maiden and Kestrel becoming subsidiaries of a newly formed entity called Bermuda NewCo. Upon completion, Maiden shares will convert to Bermuda NewCo shares and are expected to be delisted from Nasdaq, while Bermuda NewCo's shares will be listed. This merger includes a cash component and contingent shares based on performance criteria related to Kestrel's EBITDA milestones. Forward-looking statements regarding the merger's impact have been included, with caution about market reliance on these projections.

Form Type: 8-K

Filing Date: 2025-04-04

Corporate Action: Merger

Type: New

Accession Number: 000141210025000029

Filing Summary: On April 2, 2025, Maiden Holdings, Ltd. received a notice from Nasdaq indicating that the bid price for its common shares has been below $1.00 for the last 30 consecutive business days, thus failing to satisfy listing requirements. Maiden has until September 29, 2025, to regain compliance. Additionally, Maiden is in the process of merging with Kestrel Group, LLC, per a Combination Agreement signed previously. This agreement involves the contribution of Kestrel's Class A and Class B units to a new entity, US NewCo, followed by two mergers which will result in Maiden and Kestrel becoming wholly owned subsidiaries of Bermuda NewCo. Upon completion, each Maiden share will convert into one-twentieth of a Bermuda NewCo common share, and Cash and shares worth $40 million will be distributed to Kestrel equityholders. Maiden’s shares will likely be delisted, and Bermuda NewCo’s common shares are expected to be listed on Nasdaq.

Form Type: 425

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925027214

Filing Summary: On March 24, 2025, Maiden Holdings, Ltd. entered into a second amendment to the Combination Agreement with Kestrel Group, LLC and several affiliates, adjusting the exchange ratio related to a business combination. The transaction involves the merger of Maiden with Ranger U.S. Newco LLC and subsequent mergers, resulting in Maiden and Kestrel becoming wholly owned subsidiaries of Bermuda NewCo. Each common share of Maiden will be converted into 0.05 of a common share of Bermuda NewCo at closing. Kestrel Equityholders will receive $40 million in cash and shares in Bermuda NewCo, subject to specific conditions including performance milestones. This document provides important details about the transaction and urges investors and security holders of Maiden to review associated filings for crucial information regarding the Mergers.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: Update

Accession Number: 000110465925027212

Filing Summary: On March 24, 2025, Maiden Holdings, Ltd. entered into a second amendment to its Combination Agreement with Kestrel Group, LLC and others, adjusting the exchange ratio for a merger transaction. Key highlights include the automatic cancellation of Maiden shares in exchange for Bermuda NewCo common shares, cash considerations for Kestrel Equityholders, and contingent shares tied to performance metrics. Following the mergers, Maiden and Kestrel will both become wholly owned subsidiaries of Bermuda NewCo, which will be rebranded as Kestrel Group. The amendment includes detailed terms for the conversion of outstanding options and restricted shares into Bermuda NewCo-equivalent shares. Additionally, the registration statement related to the merger has been filed with the SEC, but has not yet been declared effective. Stakeholders are urged to review the related proxy statement/prospectus for more information on the transactions.

Form Type: 425

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000110465925022001

Filing Summary: Maiden Holdings, Ltd. announced a combination agreement with Kestrel Group LLC, marking a strategic pivot towards a fee-based model initiated during 2024. This transaction, referred to as Ranger Bermuda TopCo, is structured as a reverse merger with Kestrel acting as the accounting acquirer. Significant changes in the company’s financial structure are anticipated, including the recognition of a bargain purchase option gain of $153.9 million at closing. The transaction aims to provide more predictable revenue and profit growth through the deployment of Maiden Reinsurance's capacity and a divestiture of the IIS platform. Key financial measures from the fourth quarter of 2024 reveal a $161.3 million underwriting loss primarily due to adverse prior year reserve developments, particularly in the AmTrust segment. Maiden's adjusted book value per share is reported at $1.52 as of December 31, 2024, with a pro forma balance sheet indicating shareholders' equity of $173.3 million post-transaction.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: Update

Accession Number: 000141210025000010

Filing Summary: On March 10, 2025, Maiden Holdings, Ltd. (NASDAQ: MHLD) announced its financial results for the fourth quarter and the year ended December 31, 2024. Key developments were highlighted including a combination agreement with Kestrel Group to form a new publicly listed specialty program group, and a Stock Purchase Agreement for the sale of its Swedish subsidiaries, Maiden General Försäkrings and Maiden Life Försäkrings. Both transactions are progressing through shareholder and regulatory approval processes, expected to complete in the second quarter of 2025. The financial report indicated a net loss attributable to Maiden common shareholders of $158.0 million for Q4 2024, largely due to adverse prior year loss developments and increased underwriting losses. The company also reported significant declines in both book value and adjusted book value per common share. CEO Patrick Haveron commented on the strategic initiatives, expressing confidence in the upcoming merger with Kestrel that aims to enhance operational stability and focus on fee-based insurance services. Other financial metrics included an underwriting loss of $161.3 million for Q4 2024 and a total net loss for the year of $201.0 million, driven by higher expenses and adverse developments. The company is also evaluating additional strategic initiatives in light of financial challenges.

Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132311

Filing Summary: On December 29, 2024, Maiden Holdings, Ltd. entered into a Combination Agreement with Kestrel Group, LLC and its equityholders to merge their businesses. The agreement entails the contribution of Kestrel's units to US NewCo, followed by two mergers where Maiden will become a wholly owned subsidiary of US NewCo, which subsequently merges into Bermuda NewCo. Post-mergers, Maiden shareholders will receive shares of Bermuda NewCo, and Kestrel equityholders will receive $40 million in cash and 55 million shares, with potential contingent shares based on performance. The transaction has been unanimously approved by the boards and is subject to shareholder approval and regulatory conditions.

Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132517

Filing Summary: Maiden Holdings, Ltd. has announced a combination with Kestrel Group, emphasizing the merger as a transformative milestone that merges two value-driven insurance organizations. Stakeholders can expect business as usual until the transaction's closure, anticipated in the first half of 2025. Employees’ existing equity awards will be converted into equivalent awards in the combined entity. Post-transaction, the new entity will be branded as Kestrel Group, traded on NASDAQ, with leadership comprising key executives from both organizations. Important forward-looking statements highlight the proposed merger's anticipated benefits, but also address potential uncertainties and risks regarding the transaction's completion. Investors are advised to review related SEC documents for more details on the transaction.

Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132518

Filing Summary: Maiden Holdings, Ltd. has announced a definitive agreement to combine with Kestrel Group, forming a new publicly listed specialty insurance group named Kestrel Group. This transaction is considered a significant milestone for Maiden as it aims to pivot toward a fee-based insurance platform while utilizing underwriting capacity for optimal shareholder returns. The transaction, described by Maiden's leadership as transformative, will be led by industry veterans Terry and Luke Ledbetter from Kestrel. As regulatory and shareholder approvals are pursued, Maiden reaffirms that day-to-day operations will continue as usual. There are plans to file a registration statement on Form S-4 with the SEC for a prospectus regarding the securities related to the merger and a proxy statement for Maiden shareholders. Investment stakeholders are encouraged to read relevant documents carefully as they contain critical information related to the merger.

Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132309

Filing Summary: On December 29, 2024, Maiden Holdings, Ltd. entered into a Combination Agreement with Kestrel Group, LLC and related entities to combine their respective businesses through a series of mergers. The agreement details the contribution of Class A and B units of Kestrel to US NewCo, followed by the merger of Maiden into US NewCo, with Maiden becoming a wholly owned subsidiary. Subsequently, US NewCo will merge into Bermuda NewCo. Upon completion, Maiden and Kestrel will be owned by Bermuda NewCo, which will be rebranded as Kestrel Group. The agreement includes significant cash and share considerations to Kestrel Equityholders and outlines conditions for closing and regulatory efforts required. Additional terms include restrictions on soliciting third-party acquisition proposals and stipulations regarding the board of directors and management of Bermuda NewCo post-merger. Maiden shareholders will be required to vote on the Merger, with specific termination rights and associated fees highlighted in the event of a breach or failure to close the transaction. The registration process with the SEC for the new entity's shares and a proxy statement is also anticipated as part of the transaction.