Announcement • May 28
Maiden Holdings, Ltd. (NasdaqCM:MHLD) completed the acquisition of Kestrel Group, LLC.
Maiden Holdings, Ltd. (NasdaqCM:MHLD) executed the letter of intent to acquire Kestrel Group, LLC on June 30, 2024. Maiden Holdings, Ltd. (NasdaqCM:MHLD) entered into a combination agreement to acquire Kestrel Group, LLC for approximately $150 million on December 29, 2024. Pursuant to the terms of the combination agreement, at the closing of the transaction, each issued and outstanding common share of Maiden will be converted into the right to receive one common share in a newly formed Bermuda company that will acquire both Maiden and Kestrel (the “combined company”). The transaction values Kestrel at up to $167.5 million, consisting of upfront cash of $40 million, 55 million common shares of the combined company valued at $82.5 million and an earnout of up to $45 million payable in common shares of the combined company. The contingent consideration will be payable upon the achievement of certain EBITDA milestones by the businesses that Kestrel and its subsidiaries conducted as of immediately prior to the Closing, and any extensions of such businesses or related or ancillary businesses existing thereafter, subject to other terms and conditions as set forth in the Combination Agreement. At the closing of the transaction, the combined company will be rebranded as Kestrel Group and expects that its common shares will be listed on the Nasdaq. In connection with the transactions contemplated by the Combination Agreement, former Maiden shareholders and former Kestrel Equity holders are expected to own approximately 64% and 36% of Bermuda NewCo, respectively, at the Closing.
Maiden will pay Kestrel a $7 million termination fee if the Combination Agreement is terminated. Following closing of the transaction, Kestrel will continue to write business through its use of A.M. Best A- FSC XV insurance carriers Sierra Specialty Insurance Company, Rochdale Insurance Company, Park National Insurance Company, and Republic Fire and Casualty Insurance Company (collectively, the “Insurers”), all subsidiaries of AmTrust Financial Services, Inc. (“AmTrust”). In connection with the transaction, the combined company will have the option to acquire the Insurers from AmTrust. Following completion of the transaction, the board of directors of the combined company will consist of seven directors, made up of four directors selected by an affiliate of the Ledbetters, two of whom will be independent under applicable securities laws and stock exchange rules, and three directors selected by AmTrust, two of whom will be independent under applicable securities laws and stock exchange rules. The combination of Maiden and Kestrel brings together two values-driven insurance organizations with a shared commitment to innovation, service and long-term relationships. The combined company will be led by Luke Ledbetter (Chief Executive Officer), Terry Ledbetter (Executive Chairman), and Pat Haveron (President and Chief Financial Officer). The combined management team has decades of experience in specialty program and reinsurance underwriting.
The transaction is subject to certain closing conditions, including the approval of Maiden’s shareholders, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the declaration of effectiveness of the registration statement on Form S-4 pursuant to which Bermuda NewCo Shares will be issued at the Closing, the approval of listing of the shares of the combined company on the Nasdaq (subject to official notice of issuance) and the receipt of certain other regulatory approvals. The cash consideration payable to the Kestrel Equityholders is not subject to any financing condition or contingency. The transaction has been unanimously approved by all of the directors of Maiden that voted on the matter (with two directors, having declared their interest in the transaction, recusing themselves from voting) and unanimously approved by the Board of Managers of Kestrel. Closing is expected to occur in the first half of 2025. Upon consummation of the transactions, Maiden and Kestrel will become wholly owned subsidiaries of Bermuda NewCo, which will be renamed “Kestrel Group Ltd”. As of April 29, 2025, Maiden’s shareholders approved the transaction. Closing is expected to occur during the second quarter of 2025.
Insurance Advisory Partners LLC is acting as exclusive financial advisor as well as fairness opinion provider and Adam Givertz and Stan Richards of Paul, Weiss, Rifkind, Wharton & Garrison LLP is acting as legal counsels to Maiden. Maiden will pay approximately $900,000 as fee to Insurance Advisory Partners for its services, of which $350,000, which was payable upon the delivery of its Opinion. Appleby (Bermuda) Limited is acting as independent legal counsel to the disinterested members of Maiden’s Board of Directors. Evercore is acting as exclusive financial advisor and Todd E. Freed, Patrick Lewis and Christopher J. Ulery of Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal counsels to Kestrel. Equiniti Trust Company, LLC is acting as proxy solicitation agent, transfer agent and paying agent for Maiden. Innisfree M&A Incorporated acted as information agent to Maiden Holdings and will receive a fee of approximately $50,000, plus reimbursement of its reasonable out-of-pocket expenses.
Maiden Holdings, Ltd. (NasdaqCM:MHLD) acquired Kestrel Group, LLC on May 27, 2025. As part of the transaction, Maiden shares will cease trading on the Nasdaq on May 27, 2025 and Kestrel Group shares will begin trading on the Nasdaq at open of market on May 28, 2025 under the ticker symbol "KG".
