Maiden Holdings Enters Material Definitive Agreement

TL;DR

Maiden Holdings signed a big deal, details TBD.

AI Summary

Maiden Holdings, Ltd. announced on December 30, 2024, that it entered into a material definitive agreement. The filing does not provide specific details about the agreement, the other parties involved, or any associated dollar amounts or dates beyond the reporting period of December 29, 2024.

Why It Matters

This filing indicates a significant new contract or partnership for Maiden Holdings, Ltd., which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing creates uncertainty about the nature and implications of the material definitive agreement.

Key Players & Entities

• Maiden Holdings, Ltd. (company) — Registrant

FAQ

Key Financial Figures

• $0.01 — h registered Common Shares, par value $0.01 per share MHLD Nasdaq Capital Marke
• $40,000,000 — e Closing, will receive an aggregate of $40,000,000 in cash and 55,000,000 shares of Bermud
• $45,000,000 — number of Bermuda NewCo shares equal to $45,000,000 divided by certain volume weighted aver
• $7 million — n Agreement: Maiden will pay Kestrel a $7 million termination fee if the Combination Agre
• $6.5 million — fications). Maiden will pay Kestrel a $6.5 million termination fee if the Combination Agre
• $2 million — Agreement. Maiden will pay Kestrel a $2 million termination fee if the Combination Agre
• $950,000 — ents provide for an annual base salary ($950,000 for Bradford Luke Ledbetter and $650,00
• $650,000 — 950,000 for Bradford Luke Ledbetter and $650,000 for Terry Ledbetter), an annual target
• $150 million — tes that it will incur charges of up to $150 million in the fourth quarter of 2024. This inc
• $25 million — er of 2024. This includes approximately $25 million in charges related to resolution of cer
• $345.6 million — , holds NOL carryforwards which totaled $345.6 million. Approximately $159.4 million or 46.1%
• $159.4 million — h totaled $345.6 million. Approximately $159.4 million or 46.1% of Maiden's NOL carryforwards
• $126.0 million — x asset (before valuation allowance) of $126.0 million as of September 30, 2024. The net defer
• $2.09 — aiden's book value per common share was $2.09 and its adjusted book value per common
• $2.98 — djusted book value per common share was $2.98. Adjusted book value per common share i

Filing Documents

• tm2432191d1_8k.htm (8-K) — 78KB
• tm2432191d1_ex2-1.htm (EX-2.1) — 1997KB
• tm2432191d1_ex10-1.htm (EX-10.1) — 57KB
• tm2432191d1_ex10-2.htm (EX-10.2) — 57KB
• tm2432191d1_ex10-3.htm (EX-10.3) — 86KB
• tm2432191d1_ex99-1.htm (EX-99.1) — 29KB
• tm2432191d1_ex99-1img002.jpg (GRAPHIC) — 4KB
• tm2432191d1_ex99-1img001.jpg (GRAPHIC) — 4KB
• 0001104659-24-132309.txt ( ) — 2936KB
• mhld-20241229.xsd (EX-101.SCH) — 3KB
• mhld-20241229_lab.xml (EX-101.LAB) — 33KB
• mhld-20241229_pre.xml (EX-101.PRE) — 22KB
• tm2432191d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement Combination Agreement On December 29, 2024, Maiden Holdings, Ltd., a Bermuda exempted company limited by shares (" Maiden "), entered into a Combination Agreement (the " Combination Agreement ") with Kestrel Group, LLC, a Delaware limited liability company (" Kestrel ,"), the equityholders of Kestrel (the " Kestrel Equityholders "), Ranger U.S. Newco LLC, a Delaware limited liability company (" US NewCo "), Ranger Bermuda Merger Sub Ltd, a Bermuda exempted company limited by shares and a direct wholly owned subsidiary of US NewCo (" Merger Sub 1 "), Ranger Bermuda Topco Ltd, a Bermuda exempted company limited by shares (" Bermuda NewCo "), and Ranger Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Bermuda NewCo (" Merger Sub 2 "). The Combination Agreement provides that, upon the terms and subject to the conditions set forth therein, Maiden and Kestrel will effect a transaction to combine their respective businesses through: (a) the contribution of all of the Class A units and Class B units of Kestrel owned by each Kestrel Equityholder to US NewCo (the " Kestrel Contribution "), (b) the merger of Merger Sub 1 with and into Maiden (the " First Merger "), with Maiden surviving the First Merger as a direct wholly owned subsidiary of US NewCo (the " First Surviving Company ") and (c) the merger of Merger Sub 2 with and into US NewCo (the " Second Merger " and, together with the First Merger, the " Mergers ") with US NewCo surviving the Second Merger as a wholly owned subsidiary of Bermuda NewCo (the " Second Surviving Entity "). Upon the consummation of the Mergers, Maiden and Kestrel will be wholly owned subsidiaries of Bermuda NewCo, which will be rebranded as Kestrel Group following the closing of the transactions contemplated by the Combination Agreement (the " Transactions "). The Combination Agreement and the Transactions have been unanimously approved by all

01

Item 7.01 Regulation FD Disclosure In connection with the Combination Agreement, Maiden and Kestrel released a joint press release, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information under Item 7.01 and the joint press release shall be deemed to be "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by Maiden that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of Maiden.

01

Item 8.01 Other Events Voting Agreement On December 29, 2024, Kestrel entered into voting agreements with each of Leah Karfunkel, Patrick J. Haveron, William T. Jarman, Barry D. Zyskind, Lawrence F. Metz, Steven H. Nigro, Holly L. Blanchard, Simcha G. Lyons, Raymond M. Neff, Yehuda L. Neuberger, Keith A. Thomas and Mark O. Heintzman (collectively, the " Principal Maiden Shareholders ," and each such agreement, a " Voting Agreement "). The Voting Agreements, among other things, require that the Principal Maiden Shareholders vote (or cause to be voted) all of the Maiden Shares which they own in favor of adopting the Combination Agreement and the First Merger and against certain other transactions. The Voting Agreements will terminate upon termination of the Combination Agreement and certain other specified events. The foregoing description of the Voting Agreements and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Voting Agreements, a form of which is included as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference. Assuming that the Parent Voting Cutback Bye-law Resolution (as defined in the Combination Agreement) is adopted and becomes effective with the approval of Maiden shareholders, Maiden shareholders holding issued and outstanding shares representing approximately 44.8% of the total issued and outstanding Maiden Shares have agreed to vote (or cause their Maiden Shares to be voted) in favor of adopting the Combination Agreement and the First Merger and against certain other transactions. Amended and Restated Option Agreement At the Closing, Kestrel and the AmTrust Equityholder will enter into an amended and restated option agreement (the " Amended and Restated Option Agreement "), amending the terms of the Original Option Agreement (as defined in the Amended and Restated Option Agreement) to provide Kestrel with the option to pu

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View this 8-K filing on SEC EDGAR