M&A - MAIDEN HOLDINGS NORTH AMERICA, LTD.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-05-29

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054304

Filing Summary: This Amendment No. 2 to Schedule 13D relates to earlier filings concerning the common shares of Maiden Holdings, Ltd. It outlines the consummation of a merger on May 27, 2025, involving several parties including Kestrel Group LLC and Ranger entities, which resulted in the automatic conversion of each common share of Maiden Holdings into the right to receive one-twentieth of a Bermuda NewCo common share. Following this event, the Reporting Persons no longer hold beneficial ownership of the Issuer's common shares, ceasing to have greater than five percent ownership. The document references previous amendments and exhibits pertinent information about the merger.

Form Type: SCHEDULE 13D

Filing Date: 2024-12-31

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132897

Filing Summary: This document is Amendment No. 1 to the Schedule 13D filed on January 6, 2023, by Maiden Holdings North America, Ltd. (MHNA), Maiden Reinsurance Ltd. (the Subsidiary), and Maiden Holdings, Ltd. (the Issuer). It includes details about a significant merger transaction under a Combination Agreement dated December 29, 2024, between the Issuer and Kestrel Group, LLC, among others. The Agreement outlines the merger processes, including the contribution of Kestrel's units and detailed terms of the mergers, resulting in both the Issuer and Kestrel becoming wholly-owned subsidiaries of Bermuda NewCo. The cash consideration of $40,000,000 along with an issuance of 55,000,000 shares of Bermuda NewCo is also highlighted. The document confirms that certain conditions, including shareholder approvals and regulatory clearances, must be satisfied for the mergers to consummate. Furthermore, it details voting agreements with principal shareholders and various termination rights regarding the Combination Agreement, underscoring potential fees for termination under specified conditions.