M&A: MAIDEN HOLDINGS NORTH AMERICA, LTD.

Form Type: SCHEDULE 13D

Filing Date: 2024-12-31

Corporate Action: Merger

Type: Update

Accession Number: 000110465924132897

Comments: 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.

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