M&A: Maiden Holdings, Ltd.

Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132311

Comments: 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.

Document Link: View Document

Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132517

Comments: 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.

Document Link: View Document

Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132518

Comments: 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.

Document Link: View Document

Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000110465924132309

Comments: 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.

Document Link: View Document