Enterprising Investor
10 months ago
Maiden Holdings, Ltd. to Rejoin Russell 3000® Index (6/26/23)
PEMBROKE, Bermuda--(BUSINESS WIRE)--Maiden Holdings, Ltd. (NASDAQ: MHLD) announced that it is set to rejoin the broad-market Russell 3000® Index at the conclusion of the 2023 Russell indexes annual reconstitution, effective after the U.S. market opens on June 26, 2023.
The annual Russell indexes reconstitution captures the 4,000 largest US stocks as of April 28, ranking them by total market capitalization, including both the Russell 3000® and Russell Microcap® Indexes. Membership in the US all-cap Russell 3000® Index, which remains in place for one year, means automatic inclusion in the large-cap Russell 1000® Index or small-cap Russell 2000® Index as well as the appropriate growth and value style indexes. FTSE Russell determines membership for its Russell indexes primarily by objective, market-capitalization rankings and style attributes.
Russell indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies. Approximately $12.1 trillion in assets are benchmarked against Russell’s US indexes. Russell indexes are part of FTSE Russell, a leading global index provider.
For more information on the Russell 3000® Index and the Russell indexes reconstitution, go to the “Russell Reconstitution” section on the FTSE Russell website.
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.
About FTSE Russell
FTSE Russell is a global index leader that provides innovative benchmarking, analytics and data solutions for investors worldwide. FTSE Russell calculates thousands of indexes that measure and benchmark markets and asset classes in more than 70 countries, covering 98% of the investable market globally.
FTSE Russell index expertise and products are used extensively by institutional and retail investors globally. Approximately $20.1 trillion is currently benchmarked to FTSE Russell indexes. For over 30 years, leading asset owners, asset managers, ETF providers and investment banks have chosen FTSE Russell indexes to benchmark their investment performance and create ETFs, structured products and index-based derivatives.
A core set of universal principles guides FTSE Russell index design and management: a transparent rules-based methodology is informed by independent committees of leading market participants. FTSE Russell is focused on applying the highest industry standards in index design and governance and embraces the IOSCO Principles. FTSE Russell is also focused on index innovation and customer partnerships as it seeks to enhance the breadth, depth and reach of its offering.
FTSE Russell is wholly owned by London Stock Exchange Group.
For more information, visit www.ftserussell.com.
https://www.businesswire.com/news/home/20230626906285/en/
Enterprising Investor
1 year ago
Maiden Announces the Conversion of its Preferences Shares, Series A, Series C and Series D for Common Shares (12/12/22)
Maiden Holdings, Ltd., a Bermuda-based holding company (NASDAQ: MHLD) (“Maiden” or the “Company”), announced today that it has delivered notice to holders of its 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”) that it intends to exchange all of the outstanding Preference Shares for its common shares, $0.01 par value per share (the “Common Shares”), on December 27, 2022 (the “Redemption Date”). 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 Redemption Date; or (ii) the average closing price of the Common Shares (as reflected on Nasdaq.com) for the five trading days immediately preceding the Redemption Date (the “Exchange”). Such Common Shares will be listed for trading on the NASDAQ Capital Market under the symbol “MHLD.”
As a result of the Exchange, the Preference Shares will be delisted from the New York Stock Exchange on the Redemption Date. No Preference Shares will be issued or outstanding thereafter, and the Preference Shares will be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, all rights of the former holders related to ownership of the Preference Shares will terminate.
Pursuant to Rule 14c-2(a)(1) under the Exchange Act, the Company filed with the Securities and Exchange Commission (the “SEC”) an Information Statement on Schedule 14C, which contains additional information with respect to the Exchange. Such Schedule 14C may be examined, and copies may be obtained, at the SEC’s website at www.sec.gov.
The Preference Shares and the Common Shares are held in book-entry through the Depository Trust Company (“DTC”). The Exchange will occur in accordance with the procedures of DTC. Questions relating to the Exchange should be directed to the American Stock Transfer & Trust Company, LLC, the Company's transfer agent at 6201 15th Ave, Brooklyn, New York 11219, 1-(800) 937-5449.
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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20221212005096/en/
Enterprising Investor
1 year ago
Maiden Announces its Intention to Convert its Preferences Shares, Series A, Series C and Series D into Common Shares (11/09/22)
PEMBROKE, Bermuda--(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.
https://www.businesswire.com/news/home/20221109005184/en/
Enterprising Investor
3 years ago
Maiden Holdings, Ltd. to Rejoin Russell 2000® Index (6/25/21)
Source: Business Wire
Maiden Holdings, Ltd. (NASDAQ:MHLD) announced that it is set to rejoin the Russell 2000 Index effective after the market closes on June 25, 2021.
Annual Russell indexes reconstitution captures the 4,000 largest US stocks as of May 7, ranking them by total market capitalization. Membership in the US all-cap Russell 3000® Index, which remains in place for one year, means automatic inclusion in the large-cap Russell 1000® Index or small-cap Russell 2000® Index as well as the appropriate growth and value style indexes. FTSE Russell determines membership for its Russell indexes primarily by objective, market-capitalization rankings and style attributes.
Patrick J. Haveron and Lawrence F. Metz, Maiden’s Co-Chief Executive Officers stated: “Maiden’s rejoining the Russell 2000 index reflects the progress we have made in creating and increasing shareholder value, particularly over the last year, as we have returned to profitability and significantly increased our book value. We are grateful to our team for their contributions to that success. We believe the increased visibility and investment community exposure that comes with rejoining the Russell indices will expose more investors to Maiden’s progress and further our ability to pursue our strategic plan.”
Russell indexes are widely used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies. Approximately $10.6 trillion in assets are benchmarked against Russell’s US indexes. Russell indexes are part of FTSE Russell, a leading global index provider.
For more information on the Russell 3000® Index and the Russell indexes reconstitution, go to the “Russell Reconstitution” section on the FTSE Russell website.
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.
About FTSE Russell
FTSE Russell is a global index leader that provides innovative benchmarking, analytics and data solutions for investors worldwide. FTSE Russell calculates thousands of indexes that measure and benchmark markets and asset classes in more than 70 countries, covering 98% of the investable market globally.
FTSE Russell index expertise and products are used extensively by institutional and retail investors globally. Approximately $17.9 trillion is currently benchmarked to FTSE Russell indexes. For over 30 years, leading asset owners, asset managers, ETF providers and investment banks have chosen FTSE Russell indexes to benchmark their investment performance and create ETFs, structured products and index-based derivatives.
A core set of universal principles guides FTSE Russell index design and management: a transparent rules-based methodology is informed by independent committees of leading market participants. FTSE Russell is focused on applying the highest industry standards in index design and governance and embraces the IOSCO Principles. FTSE Russell is also focused on index innovation and customer partnerships as it seeks to enhance the breadth, depth and reach of its offering.
FTSE Russell is wholly owned by London Stock Exchange Group.
For more information on the Russell 2000® Index and the Russell US Indexes reconstitution, go to the "Russell Reconstitution" section at www.ftserussell.com.
Enterprising Investor
3 years ago
Maiden Announces Expiration and Results of Tender Offers for Its Preference Shares, Series A, Series C and Series D (12/23/20)
PEMBROKE, Bermuda--(BUSINESS WIRE)--Maiden Holdings, Ltd. (NASDAQ: MHLD) (“Maiden”) announced today the expiration of and results for, as shown in the table below, its previously announced cash tender offers (the “Offer”) through its indirect, wholly-owned subsidiary, Maiden Reinsurance Ltd. (the “Company”), for Maiden’s Series A Preference Shares, Series C Preference Shares and Series D Preference Shares (each as defined in the table below and, collectively, the “Securities”).
8.250% Non-Cumulative Preference Shares, Series A of Maiden Holdings, Ltd. $5,724,789
7.125% Non-Cumulative Preference Shares, Series C of Maiden Holdings, Ltd. $12,636,393
6.700% Non-Cumulative Preference Shares, Series D of Maiden Holdings, Ltd. $11,328,565.50
The consideration for each Series A Preference Share, each Series C Preference Share and each Series D Preference Share tendered and accepted for purchase pursuant to the Offer will equal $10.50 (the “Offer Price”). The Offer Price does not include any amount with respect to dividends. The aggregate total consideration payable by the Company for the Securities accepted for purchase is $29,689,747.50. Because the consideration required to purchase all Securities validly tendered and not validly withdrawn for each series is less than the Series Purchase Amount for each series, the Company has accepted for purchase 100% of such Securities. The Company expects that the settlement date for the Offer will be December 24, 2020.
The Offer expired on December 22, 2020 at 11:59 p.m., New York City time (the “Expiration Time”). As of the Expiration Time, holders of the Securities had validly tendered and not validly withdrawn the number of Securities of each series set forth in the table above. The Company has accepted the aggregate liquidation preference amounts for each series of Securities set forth in the table above. The Company presently does not have any plans for further tender offers.
Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended, Maiden has filed with the Securities and Exchange Commission (the “SEC”) an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the SEC’s website at www.sec.gov.
BofA Securities acted as dealer manager for the Offer. For additional information regarding the terms of the Offer, please contact: BofA Securities, Attn: Liability Management, at telephone (980) 387-3907 (collect) or by email at debt_advisory@bofa.com. To request documentation relating to the Offer, please contact Global Bondholder Services Corporation, which acted as the tender agent and information agent for the Offer, at (866)-794-2200 (toll-free) or (212) 430-3774.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE SECURITIES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE COMPANY IS NOT MAKING THE OFFER TO (NOR WILL IT ACCEPT ANY TENDER OF SECURITIES FROM OR ON BEHALF OF) HOLDERS OF SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE OF ANY TENDER OF SECURITIES WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, THE COMPANY MAY, AT ITS DISCRETION, TAKE SUCH ACTION AS THE COMPANY MAY DEEM NECESSARY FOR IT TO MAKE THE OFFER IN ANY SUCH JURISDICTION AND EXTEND THE OFFER TO HOLDERS OF SECURITIES IN SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES OR BLUE SKY LAWS OF WHICH REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON THE COMPANY’S BEHALF BY ONE OR MORE REGISTERED BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed in 2007.
https://www.businesswire.com/news/home/20201223005250/en/Maiden-Announces-Expiration-and-Results-of-Tender-Offers-for-Its-Preference-Shares-Series-A-Series-C-and-Series-D
Enterprising Investor
3 years ago
Maiden Holdings, Ltd. Announces Formation of Genesis Legacy Solutions (12/04/20)
PEMBROKE, Bermuda--(BUSINESS WIRE)--Maiden Holdings, Ltd. (NASDAQ: MHLD) ("Maiden") today announced the formation of Genesis Legacy Solutions (“GLS”). GLS will specialize in providing a full range of legacy services to small U.S. insurance entities, 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. The Genesis team will be led by Brian Johnston as Chief Executive Officer and Chief Financial Officer, joined by Tom Hodson as Deputy CEO and General Counsel and Stephanie Mocatta, Executive Vice President, leading GLS’s business development. The GLS team has extensive experience in the finality and legacy solutions segment, most recently at SOBC DARAG, and specializes in solutions oriented for smaller insurance companies.
Johnston stated: “We are delighted to be working with Pat, Larry and the Maiden team. There is depth and breadth of insurance knowledge within Maiden which is both complementary to the GLS team and will allow us to grow and develop our business. Maiden have been extremely positive about GLS’s business plan and are keen to help us expand.”
Maiden’s Co-Chief Executive Officers Patrick J. Haveron and Lawrence F. Metz stated: “The formation of GLS is highly complementary to our overall longer-term strategy. GLS, along with other recent insurance industry investments, are enabling Maiden to leverage its knowledge base while not re-entering active underwriting and maintaining an efficient operating profile. We believe the GLS team will not only enhance Maiden’s profitability through both fee income and effective claims management services, but it will also increase our asset base through the addition of blocks of reserves or companies that can be successfully wound down. This should further enhance our ability to pursue the asset and capital management pillars of our strategy. The GLS team brings a wealth of knowledge, experience and well-known market presence that should enable them to quickly activate its strategy. We are excited to have the GLS team join Maiden and look forward to supporting Brian, Tom, Stephanie and the team in developing and growing GLS.”
About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed in 2007.
https://www.businesswire.com/news/home/20201204005077/en/Maiden-Holdings-Ltd.-Announces-Formation-Genesis-Legacy
whytestocks
3 years ago
Breaking News: $MHLD Maiden Amends Tender Offer to Purchase 3,300,000 Shares of Each Series of its Preference Shares, Series A, Series C and Series D for an Aggregate Purchase Price of up to $103,950,000
Maiden Holdings, Ltd. (NASDAQ: MHLD) (“ Maiden ”) announced today that it has amended its cash tender offer (the “ Offer ”) for its Series A Preference Shares, Series C Preference Shares and Series D Preference Shares (each as defined in the table bel...
Got this from MHLD - Maiden Amends Tender Offer to Purchase 3,300,000 Shares of Each Series of its Preference Shares, Series A, Series C and Series D for an Aggregate Purchase Price of up to $103,950,000
Enterprising Investor
3 years ago
Maiden Amends Tender Offer to Purchase 3,300,000 Shares of Each Series of its Preference Shares, Series A, Series C and Series D for an Aggregate Purchase Price of up to $103,950,000 (11/20/20)
PEMBROKE, Bermuda--(BUSINESS WIRE)--Maiden Holdings, Ltd. (NASDAQ: MHLD) (“Maiden”) announced today that it has amended its cash tender offer (the “Offer”) for its Series A Preference Shares, Series C Preference Shares and Series D Preference Shares (each as defined in the table below). Maiden, through its indirect, wholly-owned subsidiary, Maiden Reinsurance Ltd. (the “Company”), is offering to purchase 3,300,000 shares of each series of the outstanding securities (each, a “Series Purchase Amount”) listed in the table below (the “Securities”) as more fully described in the Offer to Purchase (as defined below).
[table deleted]
The consideration for each Series A Preference Share, each Series C Preference Share and each Series D Preference Share tendered and accepted for purchase pursuant to the Offer will equal $10.50 (the “Offer Price”). The Offer Price does not, and will not, include any amount with respect to dividends. If the Offer is fully subscribed, the Company will purchase the Series Purchase Amount for each series, resulting in an aggregate purchase amount of $103,950,000, excluding fees and expenses (including, without limitation, the retail processing fees described below).
The principal purpose of the Offer is to adjust Maiden’s capital structure to reflect its current operations and the amount of capital required to operate both Maiden and the Company. Maiden’s board of directors has not declared or paid dividends on the Securities since the fourth quarter of 2018 and there can be no assurance that Maiden will declare and pay dividends on the Securities in the future. The Securities are perpetual and there is no fixed date on which Maiden is required to redeem or otherwise repurchase them. Further, given the perpetual form of capital the Securities represent, there can be no assurance that Maiden or the Company will make additional offers in the future to purchase the Securities.
The acquisition by the Company of the Securities pursuant to this Offer is being made in compliance with the Company’s investment policy which has been approved by the Vermont Department of Financial Regulation.
Maiden or the Company reserves the right, but is not obligated, to increase any Series Purchase Amount in its sole and absolute discretion. The Offer will expire on December 22, 2020 at 11:59 p.m., New York City time, unless Maiden or the Company extends it (such time and date, as the same may be extended, the “Expiration Time”).
If the aggregate number of shares of a series of the Securities that are validly tendered and not properly withdrawn as of the Expiration Time (each, a “Series Total Tender Amount”) exceeds the Series Purchase Amount for that series, the Company will accept for purchase that number of Securities of that series that does not result in such Series Total Tender Amount exceeding the Series Purchase Amount. In that event, the Securities of such series will be subject to proration, as described in the Amended and Restated Offer to Purchase dated November 20, 2020 (the “Offer to Purchase”). If the Series Total Tender Amount with respect to the Securities of a series is less than the Series Purchase Amount as of the Expiration Time (each, an “Under-Tendered Series”), the Company will accept for purchase such Series Total Tender Amount. In that event, each other Series Purchase Amount whose Series Total Tender Amount exceeds its Series Purchase Amount as of the Expiration Time (each, an “Over-Tendered Series”) will be increased ratably on a series by series basis by the number of shares by which any Series Purchase Amount for an Under-Tendered Series exceeds its Series Total Tender Amount. In no event will a Series Purchase Amount be reduced below 3,300,000 shares for any series other than in accordance with the provisions described in the preceding sentence.
The Company will pay the purchase price for the Securities it purchases promptly after the Expiration Time and the acceptance of the Securities for purchase. The date on which such payment is made is referred to as the “Settlement Date.” The Company currently expects the Settlement Date to be December 24, 2020.
Securities tendered pursuant to the Offer may be validly withdrawn at any time on or prior to the Expiration Time by following the procedures described in the Offer to Purchase.
The terms and conditions of the Offer are described in the Offer to Purchase. The Offer is subject to the satisfaction or waiver of certain conditions specified in the Offer to Purchase.
The Offer to Purchase will be mailed to record holders of the Securities and will be furnished to brokers, dealers, commercial banks, trust companies or other nominee stockholders and similar persons whose names, or the names of whose nominees, appear on Maiden’s shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of the Securities. The Offer to Purchase contains important information that holders are urged to read before any decision is made with respect to the Offer.
Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended, Maiden will file with the Securities and Exchange Commission (the “SEC”) an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the SEC’s website at www.sec.gov.
BofA Securities is acting as dealer manager for the Offer. The Company will pay registered brokers and dealers in the United States that process tenders into the Offer from DTC participants and persons resident in the United States (the “Retail Processing Dealers”) retail processing fees. Each Retail Processing Dealer that successfully processes tenders from a retail beneficial owner of Securities will be eligible to receive a retail processing fee from the Company equal to $0.125 per Series A Preference Share, Series C Preference Share or Series D Preference Share validly tendered and not properly withdrawn by or on behalf of such retail beneficial owner and accepted for purchase by the Company, except for any Series A Preference Shares, Series C Preference Shares or Series D Preference Shares tendered by a Retail Processing Dealer for its own account. For additional information regarding the terms of the Offer, please contact: BofA Securities, Attn: Liability Management, at telephone (980) 387-3907 (collect) or by email at debt_advisory@bofa.com. To request documentation relating to the Offer, please contact Global Bondholder Services Corporation, which is acting as the tender agent and information agent for the Offer, at (866)-794-2200 (toll-free) or (212) 430-3774.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE SECURITIES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE COMPANY IS NOT MAKING THE OFFER TO (NOR WILL IT ACCEPT ANY TENDER OF SECURITIES FROM OR ON BEHALF OF) HOLDERS OF SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE OF ANY TENDER OF SECURITIES WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, THE COMPANY MAY, AT ITS DISCRETION, TAKE SUCH ACTION AS THE COMPANY MAY DEEM NECESSARY FOR IT TO MAKE THE OFFER IN ANY SUCH JURISDICTION AND EXTEND THE OFFER TO HOLDERS OF SECURITIES IN SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES OR BLUE SKY LAWS OF WHICH REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON THE COMPANY’S BEHALF BY ONE OR MORE REGISTERED BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed in 2007.
https://www.businesswire.com/news/home/20201120005455/en/Maiden-Amends-Tender-Offer-Purchase-3300000-Shares
Enterprising Investor
3 years ago
Maiden Commences Tender Offer to Purchase Preference Shares, Series A, Series C and Series D for an Aggregate Purchase Price of up to $100,000,000 (11/13/20)
PEMBROKE, Bermuda--(BUSINESS WIRE)--Maiden Holdings, Ltd. (NASDAQ:MHLD) (“Maiden”) announced today the commencement of a cash tender offer (the “Offer”), through its indirect, wholly-owned subsidiary, Maiden Reinsurance Ltd. (the “Company”), to purchase the number of securities listed in the table below (the “Securities”) as can be purchased for an aggregate purchase price of up to $100,000,000 (the “Maximum Aggregate Purchase Amount”).
The consideration for each Series A Preference Share, each Series C Preference Share and each Series D Preference Share tendered and accepted for purchase pursuant to the Offer will equal $10.50 (the “Offer Price”). The Offer Price does not, and will not, include any amount with respect to dividends.
The principal purpose of the Offer is to adjust Maiden’s capital structure to reflect its current operations and the amount of capital required to operate both Maiden and the Company. Maiden’s board of directors has not declared or paid dividends on the Securities since the fourth quarter of 2018 and there can be no assurance that Maiden will declare and pay dividends on the Securities in the future. The Securities are perpetual and there is no fixed date on which Maiden is required to redeem or otherwise repurchase them. Further, given the perpetual form of capital the Securities represent, there can be no assurance that Maiden or the Company will make additional offers in the future to purchase the Securities.
The acquisition by the Company of the Securities pursuant to this Offer is being made in compliance with the Company’s investment policy which has been approved by the Vermont Department of Financial Regulation.
Maiden or the Company reserves the right, but is not obligated, to increase the Maximum Aggregate Purchase Amount in its sole and absolute discretion. The Offer will expire on December 15, 2020 at 11:59 p.m., New York City time, unless Maiden or the Company extends it (such time and date, as the same may be extended, the “Expiration Time”).
If the aggregate Offer Price of the Securities that are validly tendered and not properly withdrawn as of the Expiration Time (the “Total Consideration Amount”) exceeds the Maximum Aggregate Purchase Amount, the Company will accept for purchase that number of Securities that does not result in the Total Consideration Amount exceeding the Maximum Aggregate Purchase Amount. In that event, the Securities will be subject to proration, as described in the Offer to Purchase, dated November 13, 2020 (the “Offer to Purchase”).
The Company will pay the purchase price for the Securities it purchases promptly after the Expiration Time and the acceptance of the Securities for purchase. The date on which such payment is made is referred to as the “Settlement Date.” The Company currently expects the Settlement Date to be December 17, 2020.
Securities tendered pursuant to the Offer may be validly withdrawn at any time on or prior to the Expiration Time by following the procedures described in the Offer to Purchase.
The terms and conditions of the Offer are described in the Offer to Purchase. The Offer is subject to the satisfaction or waiver of certain conditions specified in the Offer to Purchase.
The Offer to Purchase will be mailed to record holders of the Securities and will be furnished to brokers, dealers, commercial banks, trust companies or other nominee stockholders and similar persons whose names, or the names of whose nominees, appear on Maiden’s shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of the Securities. The Offer to Purchase contains important information that holders are urged to read before any decision is made with respect to the Offer.
Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended, Maiden will file with the Securities and Exchange Commission (the “SEC”) an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the SEC’s website at www.sec.gov.
BofA Securities is acting as dealer manager for the Offer. The Company will pay registered brokers and dealers in the United States that process tenders into the Offer from DTC participants and persons resident in the United States (the “Retail Processing Dealers”) retail processing fees. Each Retail Processing Dealer that successfully processes tenders from a retail beneficial owner of Securities will be eligible to receive a retail processing fee from the Company equal to $0.125 per Series A Preference Share, Series C Preference Share or Series D Preference Share validly tendered and not properly withdrawn by or on behalf of such retail beneficial owner and accepted for purchase by the Company, except for any Series A Preference Shares, Series C Preference Shares or Series D Preference Shares tendered by a Retail Processing Dealer for its own account. For additional information regarding the terms of the Offer, please contact: BofA Securities, Attn: Liability Management, at telephone (980) 387-3907 (collect) or by email at debt_advisory@bofa.com. To request documentation relating to the Offer, please contact Global Bondholder Services Corporation, which is acting as the tender agent and information agent for the Offer, at (866)-794-2200 (toll-free) or (212) 430-3774.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE SECURITIES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE COMPANY IS NOT MAKING THE OFFER TO (NOR WILL IT ACCEPT ANY TENDER OF SECURITIES FROM OR ON BEHALF OF) HOLDERS OF SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE OF ANY TENDER OF SECURITIES WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, THE COMPANY MAY, AT ITS DISCRETION, TAKE SUCH ACTION AS THE COMPANY MAY DEEM NECESSARY FOR IT TO MAKE THE OFFER IN ANY SUCH JURISDICTION AND EXTEND THE OFFER TO HOLDERS OF SECURITIES IN SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES OR BLUE SKY LAWS OF WHICH REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON THE COMPANY’S BEHALF BY ONE OR MORE REGISTERED BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed in 2007.
https://www.businesswire.com/news/home/20201113005680/en/Maiden-Commences-Tender-Offer-to-Purchase-Preference-Shares-Series-A-Series-C-and-Series-D-for-an-Aggregate-Purchase-Price-of-up-to-100000000
Enterprising Investor
5 years ago
Maiden Holdings Reports Filings Made to Re-domesticate Maiden Reinsurance Ltd. to State of Vermont and Updates NASDAQ Listing Status (10/16/19)
PEMBROKE, Bermuda--(BUSINESS WIRE)--Maiden Holdings, Ltd. (NASDAQ: MHLD) ("Maiden" or the "Company") today reported that its principal operating subsidiary, Maiden Reinsurance Ltd. (“Maiden Bermuda”) had submitted the necessary filings to re-domesticate from Bermuda to the State of Vermont in the United States. While the Company is presently targeting a completion of the re-domestication process on or about January 1, 2020, both the licensing in Vermont and the discontinuation process in Bermuda are subject to approval by those respective regulators.
The Company has determined that re-domesticating the Company to Vermont will enable the Company to better align its operations, capital and resources with the Company’s liabilities, which originate mostly in the United States, resulting in a more efficient structure.
The proposed re-domestication, in combination with an extended series of actions previously taken and done in close consultation with the Bermuda Monetary Authority to de-risk the Company’s balance sheet, will continue to strengthen the Company’s capital position and solvency ratios.
The Company also announced that it has applied to transfer the Company’s listing of its common shares from The NASDAQ Global Select Market to The NASDAQ Capital Market. The NASDAQ Capital Market is a continuous trading market that operates in substantially the same manner as The NASDAQ Global Select Market and listed companies must meet certain financial requirements and comply with The NASDAQ Stock Market LLC’s (“NASDAQ”) corporate governance requirements. The Company’s common shares will continue to trade under the symbol “MHLD” and will continue to trade on the NASDAQ Global Select Market during NASDAQ’s review of the application to transfer.
As previously reported on a Current Report on Form 8-K filed with The Securities and Exchange Commission on April 19, 2019, the Company received a letter from NASDAQ informing the Company that the Company did not meet the requirement to maintain a minimum bid price of $1.00 per share for 30 consecutive business days. After consultation with NASDAQ, the Company has applied to transfer the listing of its common shares from The NASDAQ Global Select Market to The NASDAQ Capital Market.
About Maiden Holdings, Ltd.
Maiden Holdings, Ltd. is a Bermuda-based holding company formed in 2007.
https://www.businesswire.com/news/home/20191016005926/en/Maiden-Holdings-Reports-Filings-Re-domesticate-Maiden-Reinsurance
stocktrademan
9 years ago
$MHLD DD Notes ~ http://www.ddnotesmaker.com/MHLD
bullish
$MHLD recent news/filings
## source: finance.yahoo.com
Thu, 13 Nov 2014 20:41:41 GMT ~ Maiden Holdings (MHLD) & CNB Financial (CCNE): This Week's Growth & Income Stocks
read full: http://finance.yahoo.com/news/maiden-holdings-mhld-cnb-financial-204141362.html
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Thu, 13 Nov 2014 10:49:52 GMT ~ Why Maiden Holdings (MHLD) Could Be a Top Value Stock Pick
read full: http://finance.yahoo.com/news/why-maiden-holdings-mhld-could-104952510.html
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Thu, 13 Nov 2014 00:09:27 GMT ~ 10-Q for Maiden Holdings Ltd.
read full: http://www.companyspotlight.com/routers/headline/105639/10004/6418461?cp_code=YAH1&1415837367
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Mon, 10 Nov 2014 22:18:16 GMT ~ MAIDEN HOLDINGS, LTD. Files SEC form 10-Q, Quarterly Report
read full: http://biz.yahoo.com/e/141110/mhld10-q.html
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Fri, 07 Nov 2014 19:13:31 GMT ~ Maiden Holdings (MHLD) Shares Rise on Dividend Increase
read full: http://finance.yahoo.com/news/maiden-holdings-mhld-shares-rise-191331364.html
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$MHLD charts
basic chart ## source: stockcharts.com
basic chart ## source: stockscores.com
big daily chart ## source: stockcharts.com
big weekly chart ## source: stockcharts.com
$MHLD company information
## source: otcmarkets.com
Link: http://www.otcmarkets.com/stock/MHLD/company-info
Ticker: $MHLD
OTC Market Place: Not Available
CIK code: 0001412100
Company name: Maiden Holdings Ltd.
Incorporated In: Bermuda
$MHLD share structure
## source: otcmarkets.com
Market Value: $925,546,244 a/o Nov 14, 2014
Shares Outstanding: 72,877,657 a/o Aug 04, 2014
Float: Not Available
Authorized Shares: Not Available
Par Value: No Par Value
$MHLD extra dd links
Company name: Maiden Holdings Ltd.
## STOCK DETAILS ##
After Hours Quote (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/after-hours
Option Chain (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/option-chain
Historical Prices (yahoo.com): http://finance.yahoo.com/q/hp?s=MHLD+Historical+Prices
Company Profile (yahoo.com): http://finance.yahoo.com/q/pr?s=MHLD+Profile
Industry (yahoo.com): http://finance.yahoo.com/q/in?s=MHLD+Industry
## COMPANY NEWS ##
Market Stream (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/stream
Latest news (otcmarkets.com): http://www.otcmarkets.com/stock/MHLD/news - http://finance.yahoo.com/q/h?s=MHLD+Headlines
## STOCK ANALYSIS ##
Analyst Research (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/analyst-research
Guru Analysis (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/guru-analysis
Stock Report (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/stock-report
Competitors (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/competitors
Stock Consultant (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/stock-consultant
Stock Comparison (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/stock-comparison
Investopedia (investopedia.com): http://www.investopedia.com/markets/stocks/MHLD/?wa=0
Research Reports (otcmarkets.com): http://www.otcmarkets.com/stock/MHLD/research
Basic Tech. Analysis (yahoo.com): http://finance.yahoo.com/q/ta?s=MHLD+Basic+Tech.+Analysis
Barchart (barchart.com): http://www.barchart.com/quotes/stocks/MHLD
DTCC (dtcc.com): http://search2.dtcc.com/?q=Maiden+Holdings+Ltd.&x=10&y=8&sp_p=all&sp_f=ISO-8859-1
Spoke company information (spoke.com): http://www.spoke.com/search?utf8=%E2%9C%93&q=Maiden+Holdings+Ltd.
Corporation WIKI (corporationwiki.com): http://www.corporationwiki.com/search/results?term=Maiden+Holdings+Ltd.&x=0&y=0
## FUNDAMENTALS ##
Call Transcripts (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/call-transcripts
Annual Report (companyspotlight.com): http://www.companyspotlight.com/library/companies/keyword/MHLD
Income Statement (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/financials?query=income-statement
Revenue/EPS (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/revenue-eps
SEC Filings (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/sec-filings
Edgar filings (sec.gov): http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001412100&owner=exclude&count=40
Latest filings (otcmarkets.com): http://www.otcmarkets.com/stock/MHLD/filings
Latest financials (otcmarkets.com): http://www.otcmarkets.com/stock/MHLD/financials
Short Interest (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/short-interest
Dividend History (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/dividend-history
RegSho (regsho.com): http://www.regsho.com/tools/symbol_stats.php?sym=MHLD&search=search
OTC Short Report (otcshortreport.com): http://otcshortreport.com/index.php?index=MHLD
Short Sales (otcmarkets.com): http://www.otcmarkets.com/stock/MHLD/short-sales
Key Statistics (yahoo.com): http://finance.yahoo.com/q/ks?s=MHLD+Key+Statistics
Insider Roster (yahoo.com): http://finance.yahoo.com/q/ir?s=MHLD+Insider+Roster
Income Statement (yahoo.com): http://finance.yahoo.com/q/is?s=MHLD
Balance Sheet (yahoo.com): http://finance.yahoo.com/q/bs?s=MHLD
Cash Flow (yahoo.com): http://finance.yahoo.com/q/cf?s=MHLD+Cash+Flow&annual
## HOLDINGS ##
Major holdings (cnbc.com): http://data.cnbc.com/quotes/MHLD/tab/8.1
Insider transactions (yahoo.com): http://finance.yahoo.com/q/it?s=MHLD+Insider+Transactions
Insider transactions (secform4.com): http://www.secform4.com/insider-trading/MHLD.htm
Insider transactions (insidercrow.com): http://www.insidercow.com/history/company.jsp?company=MHLD
Ownership Summary (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/ownership-summary
Institutional Holdings (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/institutional-holdings
Insiders (SEC Form 4) (nasdaq.com): http://www.nasdaq.com/symbol/MHLD/insider-trades
Insider Disclosure (otcmarkets.com): http://www.otcmarkets.com/stock/MHLD/insider-transactions
## SOCIAL MEDIA AND OTHER VARIOUS SOURCES ##
PST (pennystocktweets.com): http://www.pennystocktweets.com/stocks/profile/MHLD
Market Watch (marketwatch.com): http://www.marketwatch.com/investing/stock/MHLD
Bloomberg (bloomberg.com): http://www.bloomberg.com/quote/MHLD:US
Morningstar (morningstar.com): http://quotes.morningstar.com/stock/s?t=MHLD
Bussinessweek (businessweek.com): http://investing.businessweek.com/research/stocks/snapshot/snapshot_article.asp?ticker=MHLD
$MHLD DD Notes ~ http://www.ddnotesmaker.com/MHLD
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