SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Amendment
No. 3
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934
MAIDEN HOLDINGS, LTD.
(Name of Subject Company (Issuer))
MAIDEN
HOLDINGS, LTD., AS ISSUER
(Name of Filing Persons (Identifying status as offeror, issuer, or other person))
8.250% Non-Cumulative Preference Shares,
Series A
7.125% Non-Cumulative Preference Shares, Series C
6.700% Non-Cumulative Preference Shares, Series D
(Title of Class of Securities)
G5753U120
G5753U138
G5753U146
(CUSIP Number of Class of Securities)
Patrick J. Haveron
Co-Chief Executive Officer and Chief Financial Officer
94 Pitts Bay Road
Pembroke
Bermuda
Telephone: (441) 298-4900
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)
Copy to:
Samir A. Gandhi, Esq.
Sidley Austin LLP
787 7th Ave
New York, New York 10019
(212) 839-5684
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee(2) |
| $103,950,000 | $11,340.95 |
| (1) | Calculated solely for purposes of determining the amount of the filing fee. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for fiscal year 2020 equals $109.10 per million dollars of the transaction valuation. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $11,340.95 | Filing Party: Maiden Holdings, Ltd. |
| Form or Registration No: Schedule TO | Date Filed: November 13, 2020; November 20, 2020 |
| ¨ | Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ third-party tender offer subject to Rule 14d-1.
x issuer tender offer subject to Rule 13e-4.
¨ going-private transaction subject to Rule 13e-3.
¨ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: x
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
INTRODUCTION
This Amendment No. 3 (“Amendment No. 3”) amends and supplements the Tender Offer Statement on Schedule TO (as amended by Amendment No. 1 and Amendment No. 2 thereto, the “Schedule TO”) relating to the offer by Maiden Reinsurance Ltd. (the “Company”), a reinsurance company organized under the laws of the State of Vermont and an indirect wholly-owned subsidiary of Maiden Holdings, Ltd. (“Maiden”), to purchase, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated November 20, 2020 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal,” and together with the Offer to Purchase, as amended and supplemented hereby, the “Offer”), Maiden’s outstanding (a) 8.250% Non-Cumulative Preference Shares, Series A, with a liquidation preference of $25.00 per preference share (the “Series A Preference Shares”), (b) 7.125% Non-Cumulative Preference Shares, Series C, with a liquidation preference of $25.00 per preference share (the “Series C Preference Shares”) and (c) 6.700% Non-Cumulative Preference Shares, Series D, with a liquidation preference of $25.00 per preference share (the “Series D Preference Shares,” and together with the Series A Preference Shares and the Series C Preference Shares, the “Securities”).
Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO. This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended.
AMENDMENT
| ITEM 4. | Terms of the Transaction |
Item 4(a) of the Schedule TO is hereby amended and supplemented by adding the following language:
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 below. The Company has accepted the number of Securities of each series as set forth in the table below.
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 is set forth in the table below. 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. A copy of the press release announcing the expiration and results of the Offer is filed as Exhibit (a)(5)(D) hereto and is incorporated herein by reference.
| Series of Securities | CUSIP No. / ISIN | Liquidation Preference Per Share | Offer Price | Aggregate Number of Securities Tendered as of Expiration Time | Aggregate Number of Securities Accepted for Purchase | Aggregate Number of Securities Outstanding Following the Offer | Aggregate Total Consideration Accepted for Purchase | ||||||||||||||
8.250% Non-Cumulative Preference Shares, Series A of Maiden Holdings, Ltd. (“Series A Preference Shares”) | G5753U 120 / BMG5753U1201 | $ | 25.00 | $ | 10.50 per share | 545,218 | 545,218 | 5,454,782 | $ | 5,724,789 | |||||||||||
7.125% Non-Cumulative Preference Shares, Series C of Maiden Holdings, Ltd. (“Series C Preference Shares”) | G5753U 138 / BMG5753U1383 | $ | 25.00 | $ | 10.50 per share | 1,203,466 | 1,203,466 | 5,396,534 | $ | 12,636,393 | |||||||||||
| 6.700% Non-Cumulative Preference Shares, Series D of Maiden Holdings, Ltd. (“Series D Preference Shares”) | G5753U 146 / BMG5753U1466 | $ | 25.00 | $ | 10.50 per share | 1,078,911 | 1,078,911 | 4,921,089 | $ | 11,328,565.50 | |||||||||||
| ITEM 12. | Exhibits |
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:
|
Exhibit |
Description |
| (a)(5)(D) | Press Release, dated December 23, 2020. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| MAIDEN HOLDINGS, LTD. | ||
| By: | /s/ Patrick J. Haveron | |
| Name: | Patrick J. Haveron | |
| Title: | Co-Chief Executive Officer and Chief Financial Officer | |
Date: December 23, 2020
EXHIBIT INDEX
* Previously Filed
** Filed Herewith
Exhibit (a)(5)(D)
Maiden Announces Expiration and Results of Tender Offers for Its Preference Shares, Series A, Series C and Series D
PEMBROKE, Bermuda, December 23, 2020 - 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”).
| Series of Securities | CUSIP No. / ISIN | Liquidation Preference Per Share | Offer Price | Aggregate Number of Securities Tendered as of Expiration Time | Aggregate Number of Securities Accepted for Purchase | Aggregate Number of Securities Outstanding Following the Offer | Aggregate Total Consideration Accepted for Purchase | |||||||||||||||||
| 8.250% Non-Cumulative Preference Shares, Series A of Maiden Holdings, Ltd. (“Series A Preference Shares”) | G5753U 120 / BMG5753U1201 | $ | 25.00 | $10.50 per share | 545,218 | 545,218 | 5,454,782 | $ | 5,724,789 | |||||||||||||||
| 7.125% Non-Cumulative Preference Shares, Series C of Maiden Holdings, Ltd. (“Series C Preference Shares”) | G5753U 138 / BMG5753U1383 | $ | 25.00 | $10.50 per share | 1,203,466 | 1,203,466 | 5,396,534 | $ | 12,636,393 | |||||||||||||||
| 6.700% Non-Cumulative Preference Shares, Series D of Maiden Holdings, Ltd. (“Series D Preference Shares”) | G5753U 146 / BMG5753U1466 | $ | 25.00 | $10.50 per share | 1,078,911 | 1,078,911 | 4,921,089 | $ | 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.
Forward-Looking Statements
This press release includes forward-looking statements. These statements are necessarily subject to risk and uncertainty and actual results could differ materially from those anticipated due to various factors, including those set forth from time to time in the documents filed or furnished by Maiden Holdings, Ltd. with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements and Maiden Holdings, Ltd. undertakes no obligation to update any such statements to reflect circumstances or events that occur after the date on which the forward-looking statement is made.
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