Attached files

file filename
EX-99.2 - EXHIBIT 99.2 - Maiden Holdings, Ltd.v469000_ex99-2.htm
EX-99.1 - EXHIBIT 99.1 - Maiden Holdings, Ltd.v469000_ex99-1.htm
EX-5.1 - EXHIBIT 5.1 - Maiden Holdings, Ltd.v469000_ex5-1.htm
EX-3.1 - EXHIBIT 3.1 - Maiden Holdings, Ltd.v469000_ex3-1.htm
EX-1.1 - EXHIBIT 1.1 - Maiden Holdings, Ltd.v469000_ex1-1.htm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 8, 2017

 

MAIDEN HOLDINGS, LTD.

 

(Exact name of registrant as specified in its charter)

 

Bermuda   001-34042   98-0570192
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

131 Front Street, 2nd Floor, Hamilton HM12,
Bermuda

(Address of principal executive offices and zip code)

 

(441) 298-4900

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bye-laws.

 

On June 8, 2017, Maiden Holdings, Ltd. (the “Company”) priced its public offering of its 6.700% Non-Cumulative Preference Shares, Series D, $0.01 par value per share, with a liquidation preference of $25.00 per share (the “Series D Preference Shares”). In connection with such transaction, the Company adopted a Certificate of Designations (the “Certificate of Designations”) with respect to the Series D Preference Shares.

 

For a description of the Certificate of Designations governing the Series D Preference Shares, reference is made to the information set forth under the heading “Description of the Series D Preference Shares” in the Company’s Prospectus Supplement, dated June 8, 2017, to the Prospectus, dated June 7, 2016, which constitutes a part of the Company’s shelf registration statement on Form S-3, as amended by Post-Effective Amendment No. 1 thereto (File No. 333-207904), previously filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Act”), which information is hereby incorporated herein by reference.

 

A legal opinion relating to the validity of the Series D Preference Shares is attached hereto as Exhibit 5.1.

 

Item 8.01 Other Events.

 

On June 8, 2017, the Company entered into an Underwriting Agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the issuance and sale by the Company of the Series D Preference Shares (the “Offering”). The securities have been registered under the Act, pursuant to the Company’s shelf registration statement on Form S-3, as amended by Post-Effective Amendment No. 1 thereto (File No. 333-207904), previously filed with the SEC under the Act.

 

On June 8, 2017, the Company issued a press release relating to the pricing of the Offering. A copy of this press release is attached hereto as Exhibit 99.1.

 

On June 15, 2017, the Company issued a press release relating to the closing of the Offering. A copy of this press release is attached hereto as Exhibit 99.2.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit
No.
  Description
     
1.1   Underwriting Agreement, dated June 8, 2017, by and among Maiden Holdings, Ltd. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein
     
3.1   Certificate of Designations of 6.700% Non-Cumulative Preference Shares, Series D
     
4.1   Form of stock certificate evidencing 6.700% Non-Cumulative Preference Shares, Series D (included in Exhibit 3.1)
     
5.1   Opinion of Conyers Dill & Pearman Limited
     
23.1   Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)
     
99.1   Press Release dated June 8, 2017
     
99.2   Press Release dated June 15, 2017

 

 2 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  MAIDEN HOLDINGS, LTD.
     
Date:   June 15, 2017 By: /s/ Lawrence F. Metz
    Lawrence F. Metz
    Executive Vice President, General Counsel
and Secretary

 

 3 

 

 

EXHIBIT INDEX

 

Exhibit
No.
  Description
     
1.1   Underwriting Agreement, dated June 8, 2017, by and among Maiden Holdings, Ltd. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC, as representatives of the several underwriters named therein
     
3.1   Certificate of Designations of 6.700% Non-Cumulative Preference Shares, Series D
     
4.1   Form of stock certificate evidencing 6.700% Non-Cumulative Preference Shares, Series D (included in Exhibit 3.1)
     
5.1   Opinion of Conyers Dill & Pearman Limited
     
23.1   Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.1)
     
99.1   Press Release dated June 8, 2017
     
99.2   Press Release dated June 15, 2017