As filed with the Securities
and Exchange Commission on February 7, 2011
Registration Nos. 333-
____ and 333-_____
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Maiden Holdings,
Ltd.
(Exact name of registrant as
specified in its charter)
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Bermuda
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98-0570192
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification
Number)
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131 Front Street,
2
nd
Floor
Hamilton HM12
Bermuda
(441)
298-4900
(Address, including zip code,
and telephone number, including area code, of registrant's principal executive
offices)
CT Corporation
System
111 8
th
Avenue,
13
th
Floor
New York, New York
10011
(212)
590-9330
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Maiden Holdings North
America, Ltd.
(Exact name of registrant as
specified in its charter)
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Delaware
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26-3541979
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification
Number)
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6000 Midlantic Drive, Suite
200S
Mount Laurel, New Jersey
08054
(856)
359-2400
(Address, including zip code,
and telephone number, including area code, of registrant's principal executive
offices)
Lawrence F. Metz,
Esq.
Secretary
Maiden Holdings North
America, Ltd.
6000 Midlantic Drive, Suite
200S
Mount Laurel, New Jersey
08054
(856)
359-2400
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
With a copy
to:
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Samir A. Gandhi,
Esq.
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Michael G.
Frith
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Sidley Austin
LLP
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Conyers
Dill & Pearman
Limited
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787 Seventh
Avenue
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Clarendon
House, 2 Church Street
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New York, New York
10019
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PO
BOX HM 666, Hamilton HM CX, Bermuda
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(212)
839-5300
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(441)
295 1422
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Approximate
date of commencement of proposed sale to the public:
From time to time after this
Registration Statement becomes effective.
If the only
securities being registered on this form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box.
¨
If any of the securities
being registered on this form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, please
check the following box.
þ
If this form
is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
¨
If this form
is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
¨
If this form
is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
¨
If this form
is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
¨
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of
"large accelerated filer," "accelerated filer" and "smaller reporting company"
in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated
filer
¨
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Accelerated
filer
þ
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Non-accelerated
filer
¨
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Smaller reporting
company
¨
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(Do
not check if a smaller reporting
company)
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CALCULATION OF REGISTRATION
FEE
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Title of each class of securities to be registered (1)
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Amount to be
registered (2)
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Proposed
maximum
offering price
per unit (2)(3)
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Proposed
maximum
aggregate
offering price
(2)(4)
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Amount of
registration
fee (5)
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Maiden
Holdings, Ltd.
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Common
Shares, par value $0.01
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||||||||||||||||
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Preference
Shares
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||||||||||||||||
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Depositary
Shares Representing Preference Shares
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||||||||||||||||
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Guarantees
of Debt Securities (6)
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Warrants
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||||||||||||||||
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Units
(7)
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Maiden
Holdings North America, Ltd.
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||||||||||||||||
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Debt
Securities (6)
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||||||||||||||||
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Total
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$300,000,000 |
100%
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$300,000,000
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$34,830
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(1)
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These
offered securities may be sold separately, together or as units with other
offered securities.
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(2)
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Not
specified as to each class of securities to be registered, pursuant to
General Instruction II.D of Form S-3. The maximum aggregate
offering price of the securities registered hereby will not exceed
$300,000,000. Such amount represents the principal amount of any debt
securities issued at their principal amount, the issue price (rather than
the principal amount) of any debt securities issued at an original issue
discount, the liquidation preference (or, if different, the issue price)
of any preference shares, the issue price of any common shares or warrants
and the exercise price of any warrants or convertible
securities.
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(3)
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The
proposed maximum offering price per unit will be determined from time to
time by the registrant in connection with the issuance of
securities.
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(4)
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The
proposed maximum aggregate offering price has been estimated for the sole
purpose of computing the registration fee pursuant to Rule 457(o) under
the Securities Act of 1933, as amended (the “Securities Act”), and
excludes accrued interest, distributions and dividends, if
any.
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(5)
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Calculated
pursuant to Rule 457(o) under the Securities Act and General Instruction
II.D of Form S-3, which permits the registration fee to be calculated on
the basis of the proposed maximum aggregate offering price of all the
securities listed.
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(6)
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Maiden
Holdings, Ltd. will fully and unconditionally guarantee any debt
securities registered hereunder by Maiden Holdings North America,
Ltd. Pursuant to Rule 457(n), no registration fee is payable
with respect to any such
guarantees.
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(7)
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Any
securities registered under this registration statement may be sold as
units with other securities registered under this registration
statement.
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The
registrants hereby amend this registration statement on such date or dates as
may be necessary to delay its effective date until the registrants shall file a
further amendment that specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act or until this registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to
Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not
sell the securities until the Registration Statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell
these securities and is not soliciting an offer to buy these securities in any
state or jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED FEBRUARY 7, 2011
PROSPECTUS
$300,000,000
Maiden Holdings,
Ltd.
Common
Shares
Preference
Shares
Depositary
Shares
Guarantees
Warrants
Units
Maiden Holdings North
America, Ltd.
Debt
Securities
By this
prospectus, Maiden Holdings, Ltd. may offer common shares, preference shares,
depositary shares, warrants and guarantees and Maiden Holdings North America,
Ltd. may offer debt securities. The specific terms of these
securities will be provided in supplements to this prospectus. The
common shares of Maiden Holdings, Ltd. are listed on the NASDAQ Global Select
Market under the symbol “MHLD.”
You
should read this prospectus and the applicable prospectus supplement, as well as
the risks contained in or described in the documents incorporated by reference
in this prospectus or any accompanying prospectus supplement, before you invest
in the securities being offered under this prospectus.
The
securities may be sold directly to you or through agents, underwriters and/or
dealers that Maiden Holdings, Ltd. or Maiden Holdings North America, Ltd. may
select, in each case on a continuous or delayed basis. If Maiden
Holdings, Ltd. and/or Maiden Holdings North America, Ltd. use agents,
underwriters or dealers to sell the securities, Maiden Holdings, Ltd. and/or
Maiden Holdings North America, Ltd., as applicable, will name them and describe
their compensation in the related prospectus supplement.
Neither the Securities and
Exchange Commission, any state securities commission, the Register of Companies
in Bermuda, the Bermuda Monetary Authority or any other regulatory body has
approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
This prospectus may not be
used to sell securities unless accompanied by a prospectus
supplement.
The date of this prospectus
is
,
2011.
TABLE
OF CONTENTS
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Page
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ABOUT
THIS PROSPECTUS
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1
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RISK
FACTORS
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2
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SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
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2
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WHERE
YOU CAN FIND MORE INFORMATION
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3
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INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
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3
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MAIDEN
HOLDINGS, LTD.
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4
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MAIDEN
HOLDINGS NORTH AMERICA, LTD.
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5
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USE
OF PROCEEDS
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5
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RATIO
OF EARNINGS TO FIXED CHARGES
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5
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DESCRIPTION
OF COMMON SHARES
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5
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DESCRIPTION
OF PREFERENCE SHARES
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13
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DESCRIPTION
OF DEPOSITARY SHARES
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15
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DESCRIPTION
OF DEBT SECURITIES
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18
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DESCRIPTION
OF WARRANTS
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32
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DESCRIPTION
OF UNITS
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33
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PLAN
OF DISTRIBUTION
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34
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LEGAL
MATTERS
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35
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EXPERTS
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35
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ENFORCEABILITY
OF CIVIL LIABILITIES UNDER U.S. FEDERAL SECURITIES LAWS
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36
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This prospectus is part of a
registration statement that we and Maiden NA filed with the Securities and
Exchange Commission (the “SEC”) utilizing a “shelf registration” process. Under
this shelf registration process, we and/or Maiden NA may, from time to time,
sell any combination of the securities described in this prospectus in one or
more offerings up to a total initial offering price of
$300,000,000.
This prospectus provides you with a general description
of the securities we
and Maiden NA
may
offer. Each time we or Maiden NA offer any of the securities, we or Maiden NA
will prepare a prospectus supplement that will contain certain specific
information about the terms of that offering and the securities being offered
thereby. The applicable prospectus supplement may also add, update or change
information contained in this prospectus. You should read this prospectus and
the applicable prospectus supplement together with the additional information
described under the heading “Incorporation of Certain Information by Reference”
in this prospectus in their entirety.
The
registration statement that contains this prospectus, and the exhibits to the
registration statement, contain additional information about us, Maiden NA and
the securities that we and Maiden NA may offer under this prospectus. Statements
contained in this prospectus as to the contents of any contract or other
document are not necessarily complete, and in each instance reference is made to
the copy of that contract or other document filed as an exhibit to the
registration statement, each such statement being qualified in all respects by
that reference and the exhibits and schedules thereto. The registration
statement and exhibits can be read at the SEC’s web site or at the SEC office
mentioned under the heading “Where You Can Find More Information” in this
prospectus.
We and
Maiden NA may include agreements as exhibits to the registration statement of
which this prospectus forms a part. In reviewing such agreements, please
remember they are included to provide you with information regarding their terms
and are not intended to provide any other factual or disclosure information
about us, Maiden NA or the other parties to the agreements. The agreements may
contain representations and warranties by each of the parties to the applicable
agreement. These representations and warranties have been made solely for the
benefit of the other parties to the applicable agreement and:
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·
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should
not be treated as categorical statements of fact, but rather as a way of
allocating the risk to one of the parties if those statements prove to be
inaccurate;
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·
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may
have been qualified by disclosures that were made to the other party in
connection with the negotiation of the applicable agreement, which
disclosures would not necessarily be reflected in the
agreement;
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·
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may
apply standards of materiality in a way that is different from what may be
viewed as material to you or other investors in our or Maiden NA’s
securities; and
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·
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were
made only as of the date of the applicable agreement or such other date or
dates as may be specified in the agreement, are subject to more recent
developments and therefore may no longer be
accurate.
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Consent
under the Exchange Control Act 1972 (and its related regulations) has been
obtained from the Bermuda Monetary Authority for the issue and transfer of our
shares and other securities to and between persons resident and non-resident of
Bermuda for exchange control purposes provided our shares remain listed on an
appointed stock exchange, which includes
The
Nasdaq Stock Market Inc
.
In
connection with any offering of securities made pursuant to this prospectus,
this
prospectus
, and any
applicable prospectus supplement issued hereunder,
will be
filed with the Registrar of Companies in Bermuda in accordance with Bermuda law.
In granting such consent and in accepting this prospectus for filing, neither
the Bermuda Monetary Authority nor the Registrar of Companies in Bermuda accepts
any responsibility for our financial soundness or the correctness of any of the
statements made or opinions expressed in this prospectus.
References in this prospectus
to “we,” “us,” “our,” “the Company” or “Maiden” or other similar terms mean
Maiden Holdings, Ltd. and its consolidated subsidiaries (including Maiden NA),
unless we state otherwise or the context indicates
otherwise. References in this prospectus to “Maiden NA” mean Maiden
Holdings North America, Ltd. Additionally, in this prospectus, unless
otherwise stated or the context otherwise requires, references to “dollars,” or
“$” are to United States dollars.
RISK
FACTORS
Our business is subject to
uncertainties and risks and an investment in the securities being offered under
this prospectus involves risks. You should carefully consider and evaluate all
of the information included and incorporated by reference in this prospectus,
including the risk factors incorporated by reference from our most recent annual
report on Form 10-K, as updated by our quarterly reports on Form 10-Q and other
SEC filings before investing in these securities. We may include additional
risks related to the securities being offered in the prospectus supplement
relating to that offering. It is possible that our business, financial
condition, liquidity, results of operations and prospects could be materially
adversely affected by any of these risks.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of
the information included or incorporated by reference in this prospectus and
other written and oral statements made by us from time to time contain
“forward-looking statements” as defined by the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements include in general statements both with respect to us and the
insurance industry and generally are identified with the words “anticipate,”
“believe,” “expect,” “predict”, “estimate”, “intend,” “plan,” “project,” “seek,”
“potential,” “possible,” “could,” “might,” “may,” “should,” “will,” “would”,
“will be”, “will continue”, “will likely result” and similar expressions. In
light of the risks and uncertainties inherent in all forward-looking statements,
the inclusion or incorporation by reference of such statements in this
prospectus should not be considered as a representation by us or any other
person that our objectives or plans or other matters described in any
forward-looking statement will be achieved. These statements are based on
current plans, estimates assumptions and expectations. Actual results may differ
materially from those projected in such forward-looking statements and therefore
you should not place undue reliance on them. Important factors that could cause
actual results to differ materially from those in such forward-looking
statements are set forth under the heading “Risk Factors” in this prospectus and
include but are not limited to:
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•
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our
results will fluctuate from period to period and may not be indicative of
our long-term prospects;
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•
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the
property and casualty reinsurance and insurance markets may be affected by
cyclical trends;
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•
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rating
agencies may downgrade or withdraw our
rating;
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•
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loss
of key executives could adversely impact our ability to implement our
business strategy;
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•
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we
may have difficulty integrating
acquisitions;
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•
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our
use of reinsurance brokers in contract negotiations and production of
business;
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•
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our
inability to achieve our investment objectives;
and
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•
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our
controlling shareholders’ ability to determine the outcome of matters
requiring shareholder approval.
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We
caution that the foregoing list of important factors is not intended to be and
is not exhaustive. We undertake no obligation to update or revise publicly any
forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required by law, and all subsequent
written and oral forward-looking statements attributable to us or individuals
acting on our behalf are expressly qualified in their entirety by this
paragraph. If one or more risks or uncertainties materialize, or if our
underlying assumptions prove to be incorrect, actual results may vary materially
from what we projected. Any forward-looking statements included or incorporated
by reference in this prospectus reflect our current view with respect to future
events and are subject to these and other risks, uncertainties and assumptions
relating to our operations, results of operations, growth, strategy and
liquidity. You are cautioned not to place undue reliance on the forward-looking
statements which speak only to the dates on which they were made.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and
periodic reports, proxy statements and other information with the SEC. You may
read and copy any document we file with the SEC at its Public Reference Room at
100 F Street N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the Public Reference Room. Our SEC
filings are also available to the public from the SEC’s website at
http://www.sec.gov
or from our website at
http://www.maiden.bm.
Our Code of
Business Conduct and Ethics and our committee charters are also available on our
website at
http://www.maiden.bm
or in print upon written
request addressed to our corporate Secretary, Maiden Holdings, Ltd., 131 Front
Street, 2
nd
Floor, Hamilton HM12
Bermuda. However, the information on our website does not constitute a part of,
nor is it incorporated by reference in, this
prospectus.
Maiden NA
is a direct wholly-owned subsidiary of Maiden and is not currently subject to
the information reporting requirements of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”).
This
prospectus forms part of a combined registration statement on Form S-3 filed by
us and Maiden NA with the SEC under the Securities Act. As permitted
by the SEC, this prospectus does not contain all the information in the
registration statement filed with the SEC. For a more complete
understanding of this offering, you should refer to the complete registration
statement, including the exhibits thereto, on Form S-3 that may be obtained as
described above. Statements contained in this prospectus or any
prospectus supplement about the contents of any contract or other document are
not necessarily complete. If we have filed any contract or other
document as an exhibit to the registration statement or any other document
incorporated by reference in the registration statement of which this prospectus
forms a part, you should read the exhibit for a more complete understanding of
the document or matter involved. Each statement regarding a contract
or other document is qualified in its entirety by reference to the actual
document.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to
“incorporate by reference” into this prospectus information which we file with
the SEC. This means that we can disclose important information to you by
referring you to the documents containing that information and that such
information will be regarded as an important part of this
prospectus.
We incorporate by
reference
the
information contained in the documents listed below (other than information that
is deemed not to be filed):
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·
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Annual
Report on Form 10-K for the year ended December 31,
2009;
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·
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Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2010, June 30, 2010
and September 30, 2010; and
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·
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Current
Reports on Form 8-K filed with the SEC on May 5, 2010, July 9, 2010,
August 5, 2010, September 23, 2010 and November 4,
2010.
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We also
incorporate by reference any future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, on or after the
date of the filing of the registration statement and, in the case of any
particular offering of securities, until such offering of securities is
terminated (other than information in such documents that is deemed not to be
filed). Our future filings with the SEC will automatically update and supersede
any inconsistent information in this prospectus and in our other SEC filings and
such outdated or inconsistent information will no longer be regarded as part of
this prospectus.
Nothing in this prospectus
shall be deemed to incorporate information furnished but not filed with the SEC
pursuant to Item 2.02 or 7.01 of
Form 8-K.
You may request a copy of any
of these filings, at no cost, by writing or calling us at the following phone
number or postal address:
Lawrence F. Metz,
Esq.
Senior Vice President,
General Counsel and Secretary
131 Front Street,
2
nd
Floor
Hamilton HM12
Bermuda
(441)
298-4900
You
should rely only on the information contained or incorporated by reference in
this prospectus and the applicable prospectus supplement and any free writing
prospectus we have prepared or authorized for use with respect to a particular
offering of our securities under this prospectus. We have not authorized anyone
to provide you with different or additional information and, accordingly, you
should not rely on any such information if it is provided to you. We are not
making an offer to sell, or the solicitation of an offer to buy, any of these
securities in any jurisdiction where an offer or sale is not permitted. You
should not assume that the information contained in this prospectus or the
applicable prospectus supplement is accurate as of any date other than the date
on the front cover of this prospectus or the applicable prospectus supplement,
as the case may be, or that the information incorporated by reference herein and
therein is accurate as of any date other than the date of the relevant report or
other document in which such information is contained.
MAIDEN
HOLDINGS, LTD.
We are a
Bermuda-based holding company formed in June 2007, primarily focused on serving
the needs of regional and specialty insurers in the United States and Europe by
providing innovative reinsurance solutions designed to support their capital
needs. We specialize in reinsurance solutions that optimize financing by
providing coverage within the more predictable and actuarially credible lower
layers of coverage and/or reinsuring risks that are believed to be lower hazard,
more predictable and generally not susceptible to catastrophe claims. Our
tailored solutions include a variety of value added services focused on helping
our clients grow and prosper.
We
provide reinsurance through our wholly owned subsidiaries and have operations in
the United States, Bermuda, Europe and Australia. On a more limited basis, we
also provide primary insurance through a wholly owned subsidiary on a surplus
line basis focusing on non-catastrophe property and inland
marine.
Our
principal executive offices are located at
131 Front Street,
2
nd
Floor, Hamilton HM12
Bermuda
, and our telephone number at that location is (441)
298-4900.
Our
website address is
http://www.maiden.bm
. Information
contained in our website is not a part of, nor is it incorporated by reference
in, this prospectus.
MAIDEN
HOLDINGS NORTH AMERICA, LTD.
Maiden NA
is a direct wholly-owned subsidiary of Maiden and is a holding company that
directly and indirectly owns all of Maiden’s U.S. entities. Maiden NA
has no operations or employees.
Maiden
NA’s principal executive offices are located at
6000 Midlantic Drive, Suite
200S
Mount Laurel, New Jersey
08054
, and its telephone number at that location is (856)
359-2400.
USE
OF PROCEEDS
We and/or Maiden NA intend to
use the net proceeds from the sale of the securities for general corporate
purposes, unless otherwise specified in the applicable prospectus
supplement.
RATIO
OF EARNINGS TO FIXED CHARGES
No shares
of our preference shares were outstanding during the nine-months ended September
30, 2010 or during the years ended December 31, 2009, 2008 and 2007 (we had
no operations in 2006 or 2005). Accordingly, the ratio of earnings to fixed
charges and preference dividends is not separately stated from the ratio of
earnings to fixed charges for each such periods in the below table. The below
table indicates our ratio of earnings to fixed charges for each such period
since our inception:
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Nine-Months Ended
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Year Ended December 31,
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|||||||||||
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September 30, 2010
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2009
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2008
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2007
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|||||||||
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Ratio
of Earnings to Fixed Charges
(1)
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2.89
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2.81
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N/A
(2)
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N/A
(2)
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||||||||
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(1)
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The
ratio of earnings to fixed charges was computed by dividing earnings by
fixed charges. For this purpose, “earnings” consists of pre-tax
income plus fixed charges; and “fixed charges” consists of interest
expense and debt amortization
charges.
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(2)
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For
the years ended December 31, 2008 and 2007, we had no fixed
charges.
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DESCRIPTION OF COMMON
SHARES
This section describes the
general terms and provisions of our common shares that we may issue separately,
upon exchange of a debt security, upon conversion of preference shares, upon
exercise of an equity warrant or in connection with a unit. The description set
forth below of our common shares is only a summary.
You should
also refer to our memorandum of association and bye-laws, which were filed with
the SEC as exhibits to our registration statement on Form S-3 of which this
prospectus forms a part.
We have
an authorized share capital of $1,500,000, which is divided into 150,000,000
shares of par value $0.01 each.
As of
February 3, 2011, there were 72,107,104 common shares
outstanding held
by 20 shareholders of record. This figure does not represent the
actual number of beneficial owners of our common shares because shares are
frequently held in “street name” by securities dealers and others for the
benefit of beneficial owners who may vote the shares.
Dividends
Holders of our common shares
are entitled to receive dividends when, as and if declared by our Board of
Directors out of funds legally available therefor, subject to any contractual
restrictions on the payment of dividends and to any restrictions on the payment
of dividends that we may be subject to imposed by the terms of any outstanding
preference shares or debt securities.
Common
Shares
Holders
of our common shares will have no pre-emptive, redemption, conversion or sinking
fund rights. Subject to the limitation on voting rights described below, holders
of our common shares are entitled to one vote per share on all matters submitted
to a vote of holders of our common shares. Most matters to be approved by
holders of our common shares require approval by a simple majority vote. Under
our bye-laws, the holders of at least a majority of the common shares voting in
person or by proxy at a meeting must generally approve an amalgamation with
another company. The Companies Act 1981 of Bermuda (the “Companies Act”)
provides that a resolution to remove our auditor before the expiration of its
term of office must be approved by at least two-thirds of the votes cast at a
meeting of our shareholders. The quorum for general meetings of our shareholders
is two or more persons holding or representing a majority of the outstanding
common shares on an unadjusted basis. Our board of directors has the power to
approve our discontinuation from Bermuda to another jurisdiction. Under our
bye-laws, the rights attached to any class of our shares, common or preferred,
may be varied with the consent in writing of the holders of at least a majority
of the issued shares of that class or with the sanction of a resolution passed
by a majority of the votes cast at a separate general meeting of the holders of
the shares of the class.
In the
event of our liquidation, dissolution or winding-up, the holders of shares are
entitled to share equally and ratably in our assets, if any, remaining after the
payment of all our debts and liabilities and the liquidation preference of any
outstanding preferred shares. All outstanding shares are fully paid and
non-assessable. Authorized but unissued shares may, subject to any rights
attaching to existing shares, be issued at any time and at the discretion of the
board of directors without the approval of our shareholders, with such rights,
preferences and limitations as the board may determine.
Limitation
on Voting Rights
In
general, and except as provided under our bye-laws and as provided below, the
common shareholders have one vote for each common share held by them and are
entitled to vote, on a non-cumulative basis, at all meetings of shareholders.
However, if, and so long as, the shares of a shareholder are treated as
“controlled shares” (as determined pursuant to sections 957 and 958 of the
Internal Revenue Code of 1986, as amended (the “Code”)) of any U.S. Person (that
owns shares directly or indirectly through non-U.S. entities) and such
controlled shares constitute 9.5% or more of the votes conferred by our issued
shares, the voting rights with respect to the controlled shares owned by such
U.S. Person will be limited, in the aggregate, to a voting power of less than
9.5%, under a formula specified in our bye-laws. The formula is applied
repeatedly until the voting power of all 9.5% U.S. Shareholders has been reduced
to less than 9.5%. In addition, our board may limit a shareholder’s voting
rights when it deems it appropriate to do so to (i) avoid the existence of any
9.5% U.S. Shareholder; and (ii) avoid certain material adverse tax, legal or
regulatory consequences to us, any of our subsidiaries or any direct or indirect
shareholder or its affiliates. “Controlled shares” include, among other things,
all shares that such U.S. Person is deemed to own directly, indirectly or
constructively (within the meaning of section 958 of the Code). The amount of
any reduction of votes that occurs by operation of the above limitations will
generally be reallocated proportionately amongst other shareholders whose shares
were not “controlled shares” of the 9.5% U.S. Shareholder so long as such
reallocation does not cause any person to become a 9.5% U.S.
Shareholder.
Under
these provisions, certain shareholders may have their voting rights limited,
while other shareholders may have voting rights in excess of one vote per share.
Moreover, these provisions could have the effect of reducing the votes of
certain shareholders who would not otherwise be subject to the 9.5% limitation
by virtue of their direct share ownership.
We are
authorized to require any shareholder to provide information as to that
shareholder’s beneficial share ownership, the names of persons having beneficial
ownership of the shareholder’s shares, relationships with other shareholders or
any other facts the directors may deem relevant to a determination of the number
of common shares attributable to any person. If any holder fails to respond to
this request or submits incomplete or inaccurate information, we may, in our
sole discretion, eliminate the shareholder’s voting rights. Pursuant to our
bye-laws, a shareholder must give notice within ten days of the date the
shareholder acquires actual knowledge that it is the direct or indirect holder
of controlled shares of 9.5% or more of the voting power of all our issued and
outstanding shares. No shareholder will be liable to any other shareholder or to
us for any losses or damages resulting from the shareholder’s failure to respond
to, or submission of incomplete or inaccurate information in response to, a
request from us for information as to the shareholder’s beneficial share
ownership or from the shareholder’s failure to give the notice described in the
previous sentence. All information provided by the shareholder will be treated
by us as confidential information and will be used by us solely for the purpose
of establishing whether any 9.5% U.S. Shareholder exists (except as otherwise
required by applicable law or regulation).
If Maiden
is required or entitled to vote at an annual or special general meeting (or to
act by unanimous written consent in lieu of a general meeting) of any directly
held non-U.S. subsidiary (including Maiden Insurance), the Maiden directors
would refer the subject matter of the vote to the Maiden shareholders and seek
direction from such shareholders as to how the Maiden directors should vote on
the resolution proposed by the non-U.S. subsidiary. In such cases, the voting
rights of Maiden’s shareholders will be subject to the same restriction on
voting power as set forth above. Substantially similar provisions are
contained in the bye-laws (or equivalent governing documents) of the non-U.S.
subsidiaries.
Restrictions
on Transfer, Issuance and Repurchase
Our
directors may decline to register the transfer of any shares if they have reason
to believe that such transfer may expose us or any direct or indirect
shareholder or its affiliates to non-de minimis adverse tax, legal or regulatory
consequences in any jurisdiction. Similarly, we could be restricted from issuing
or repurchasing shares if our directors believe that such issuance or repurchase
may result in a non-de minimis adverse tax, legal or regulatory consequence to
us or any direct or indirect shareholder or its affiliates.
Our
directors also may, in their absolute discretion, decline to register the
transfer of any shares if they have reason to believe that registration of the
transfer under the Securities Act or under any U.S. state securities laws or
under the laws of any other jurisdiction is required and such registration has
not been duly effected. In addition, our directors may decline to approve or
register a transfer of shares unless all applicable consents, authorizations,
permissions or approvals of any governmental body or agency in Bermuda, the
United States or any other applicable jurisdiction required to be obtained prior
to such transfer shall have been obtained.
We are
authorized to request information from any holder or prospective acquirer of
shares as necessary to give effect to the transfer, issuance and repurchase
restrictions described above, and may decline to effect any transaction if
complete and accurate information is not received as requested.
Conyers
Dill & Pearman Limited, our Bermuda counsel, has advised us that while the
precise form of the restrictions on transfer contained in our bye-laws is
untested, as a matter of general principle, restrictions on transfers are
enforceable under Bermuda law and are not uncommon. A proposed transferee will
be permitted to dispose of any shares purchased that violate the restrictions
and as to the transfer of which registration is refused. The proposed transferor
of those shares will be deemed to own those shares for dividend, voting and
reporting purposes until a transfer of such shares has been registered on our
shareholders register.
If the
directors refuse to register a transfer for any reason, they must notify the
proposed transferor and transferee within three months of such refusal. Our
bye-laws also provide that our board of directors may suspend the registration
of transfers for any reason and for such periods as it may determine, provided
that it may not suspend the registration of transfers for more than 45 days in
any period of 365 consecutive days.
The
voting restrictions and restrictions on transfer described above may have the
effect of delaying, deferring or preventing a change in control of
Maiden.
Bye-laws
Our
bye-laws provide for our corporate governance, including the establishment of
share rights, modification of those rights, issuance of share certificates,
calls on shares which are not fully paid, forfeiture of shares, the transfer of
shares, alterations of capital, the calling and conduct of general meetings,
proxies, the appointment and removal of directors, conduct and power of
directors, the payment of dividends, the appointment of an auditor and our
winding-up.
Our
bye-laws provide that shareholders may only remove a director for cause prior to
the expiration of that director’s term at a meeting of shareholders at which a
majority of the holders of shares voting thereon vote in favor of that
action.
Our
bye-laws may only be amended by a resolution adopted by the board of directors
and by resolution of the shareholders.
Transfer
Agent
Our
registrar and transfer agent for the shares is American Stock Transfer &
Trust Company.
Listing
Our
common shares are listed on the NASDAQ Global Select Market under the symbol
“MHLD.”
Differences
in Corporate Law
The
Companies Act differs in certain material respects from laws generally
applicable to U.S. corporations and their shareholders. Set forth below is a
summary of certain significant provisions of the Companies Act (including
modifications adopted pursuant to our bye-laws) applicable to us, which differ
in certain respects from provisions of Delaware corporate law, which is the law
that governs many U.S. public companies. The following statements are summaries,
and do not purport to deal with all aspects of Bermuda law that may be relevant
to us and our shareholders.
Duties
of Directors
Under
Bermuda law, at common law, members of a board of directors owe a fiduciary duty
to the company to act in good faith in their dealings with or on behalf of the
company and exercise their powers and fulfill the duties of their office
honestly. This duty has the following essential elements:
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a
duty to act in good faith in the best interests of the
company;
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a
duty not to make a personal profit from opportunities that arise from the
office of director;
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a
duty to avoid conflicts of interest;
and
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a
duty to exercise powers for the purpose for which such powers were
intended.
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The
Companies Act imposes a duty on directors and officers of a Bermuda
company:
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act
honestly and in good faith with a view to the best interests of the
company; and
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to
exercise the care, diligence and skill that a reasonably prudent person
would exercise in comparable
circumstances.
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In
addition, the Companies Act imposes various duties on officers of a company with
respect to certain matters of management and administration of the
company.
The
Companies Act provides that in any proceedings for negligence, default, breach
of duty or breach of trust against any officer, if it appears to a court that
such officer is or may be liable in respect of the negligence, default, breach
of duty or breach of trust, but that he has acted honestly and reasonably, and
that, having regard to all the circumstances of the case, including those
connected with his appointment, he ought fairly to be excused for the
negligence, default, breach of duty or breach of trust, that court may relieve
him, either wholly or partly, from any liability on such terms as the court may
think fit. This provision has been interpreted to apply only to actions brought
by or on behalf of the company against such officer. Our bye-laws, however,
provide that shareholders waive all claims or rights of action that they might
have, individually or in the right of Maiden, against any director or officer of
us for any act or failure to act in the performance of such director’s or
officer’s duties, except this waiver does not extend to any claims or rights of
action that arise out of fraud or dishonesty on the part of such director or
officer.
Under
Delaware law, the business and affairs of a corporation are managed by or under
the direction of its board of directors. In exercising their powers, directors
are charged with a fiduciary duty of care to protect the interests of the
corporation and a fiduciary duty of loyalty to act in the best interests of its
shareholders.
The duty
of care requires that directors act in an informed and deliberative manner and
inform themselves, prior to making a business decision, of all material
information reasonably available to them. The duty of care also requires that
directors exercise care in overseeing and investigating the conduct of corporate
employees. The duty of loyalty may be summarized as the duty to act in good
faith, not out of self-interest, and in a manner which the director reasonably
believes to be in the best interests of the shareholders.
A party
challenging the propriety of a decision of a board of directors bears the burden
of rebutting the applicability of the presumptions afforded to directors by the
“business judgment rule.” If the presumption is not rebutted, the business
judgment rule attaches to protect the directors and their decisions, and their
business judgments will not be second-guessed. Where, however, the presumption
is rebutted, the directors bear the burden of demonstrating the entire fairness
of the relevant transaction. Notwithstanding the foregoing, Delaware courts
subject directors’ conduct to enhanced scrutiny in respect of defensive actions
taken in response to a threat to corporate control and approval of a transaction
resulting in a sale of control of the corporation.
Dividends
Bermuda
law does not permit payment of dividends or distributions of contributed surplus
by a company if there are reasonable grounds for believing that the company,
after the payment is made, would be unable to pay its liabilities as they become
due, or that the realizable value of the company’s assets would be less, as a
result of the payment, than the aggregate of its liabilities and its issued
share capital and share premium accounts. The excess of the consideration paid
on issue of shares over the aggregate par value of such shares must (except in
certain limited circumstances) be credited to a share premium account. Share
premium may be distributed in certain limited circumstances, for example to pay
up unissued shares which may be distributed to shareholders in proportion to
their holdings, but is otherwise subject to limitation. In addition, our ability
to pay dividends is subject to Bermuda insurance laws and regulatory
constraints.
Under
Delaware law, subject to any restrictions contained in the company’s certificate
of incorporation, a company may pay dividends out of surplus or, if there is no
surplus, out of net profits for the fiscal year in which the dividend is
declared and for the preceding fiscal year. Delaware law also provides that
dividends may not be paid out of net profits at any time when capital is less
than the capital represented by the outstanding stock of all classes having a
preference upon the distribution of assets.
Mergers
and Similar Arrangements
The
amalgamation of a Bermuda company with another company or corporation (other
than certain affiliated companies) requires the amalgamation agreement to be
approved by the company’s board of directors and by its shareholders. Under our
bye-laws, we may, with the approval of at least majority of the votes cast at a
general meeting of our shareholders at which a quorum is present, amalgamate
with another Bermuda company or with a body incorporated outside Bermuda. In the
case of an amalgamation, a shareholder may apply to a Bermuda court for a proper
valuation of such shareholder’s shares if such shareholder is not satisfied that
fair value has been paid for such shares. Under Delaware law, with certain
exceptions, a merger, consolidation or sale of all or substantially all the
assets of a corporation must be approved by the board of directors and the
holders of a majority of the outstanding shares entitled to vote thereon. Under
Delaware law, a shareholder of a corporation participating in certain major
corporate transactions may, under certain circumstances, be entitled to
appraisal rights pursuant to which the shareholder may receive cash in the
amount of the fair value of the shares held by that shareholder (as determined
by a court) in lieu of the consideration that the shareholder would otherwise
receive in the transaction. Delaware law does not provide shareholders of a
corporation with voting or appraisal rights when the corporation acquires
another business through the issuance of its stock or other consideration (i) in
exchange for the assets of the business to be acquired; (ii) in exchange for the
outstanding stock of the corporation to be acquired; (iii) in a merger of the
corporation to be acquired with a subsidiary of the acquiring corporation; or
(iv) in a merger in which the corporation’s certificate of incorporation is not
amended and the corporation issues less than 20% of its common
shares
outstanding
prior to the merger.
Takeovers
Bermuda
law provides that where an offer is made for shares of another company and,
within four months of the offer, the holders of not less than 90% of the shares
which are the subject of the offer (other than shares held by or for the offeror
or its subsidiaries) accept, the offeror may by notice require the nontendering
shareholders to transfer their shares on the terms of the offer. Dissenting
shareholders may apply to the court within one month of the notice objecting to
the transfer. The test is one of fairness to the body of the shareholders and
not to individuals and the burden is on the dissenting shareholder to prove
unfairness, not merely that the scheme is open to criticism. Delaware law
provides that a parent corporation, by resolution of its board of directors and
without any shareholder vote, may merge with any subsidiary of which it owns at
least 90% of the outstanding shares of each class of stock that is entitled to
vote on the transaction. Upon any such merger, dissenting shareholders of the
subsidiary would have appraisal rights.
Interested
Directors
Bermuda
law and our bye-laws provide that if a director has an interest in a material
contract or proposed material contract with us or any of our subsidiaries or has
a material interest in any person that is a party to such a contract, the
director must disclose the nature of that interest at the first opportunity
either at a meeting of directors or in writing to the directors. Our
bye-laws provide that, after a director has made such a declaration of interest,
he is allowed to be counted for purposes of determining whether a quorum is
present and to vote on a transaction in which he has an interest, unless
disqualified from doing so by the chairman of the relevant board meeting. Under
Delaware law such transaction would not be voidable if (i) the material facts as
to such interested director’s relationship or interests are disclosed to or are
known by the board of directors and the board in good faith authorizes the
transaction by the affirmative vote of a majority of the disinterested
directors, (ii) such material facts are disclosed to or are known by the
shareholders entitled to vote on such transaction and the transaction is
specifically approved in good faith by vote of the majority of shares entitled
to vote thereon or (iii) the transaction is fair as to the corporation as of the
time it is authorized, approved or ratified. Under Delaware law, such interested
director could be held liable for a transaction in which such director derived
an improper personal benefit.
Shareholder’s
Suit
The
rights of shareholders under Bermuda law are not as extensive as the rights of
shareholders under legislation or judicial precedent in many U.S. jurisdictions.
Class actions and derivative actions are generally not available to shareholders
under the laws of Bermuda. However, the Bermuda courts ordinarily would be
expected to follow English case law precedent, which would permit a shareholder
to commence an action in our name to remedy a wrong done to us where the act
complained of is alleged to be beyond our corporate power or is illegal or would
result in the violation of our memorandum of association or bye-laws.
Furthermore, consideration would be given by the court to acts that are alleged
to constitute a fraud against the minority shareholders or where an act requires
the approval of a greater percentage of shareholders than actually approved it.
The winning party in such an action generally would be able to recover a portion
of attorneys’ fees incurred in connection with such action. Our bye-laws provide
that shareholders waive all claims or rights of action that they might have,
individually or in the right of Maiden, against any of our directors or officers
for any act or failure to act in the performance of such director’s or officer’s
duties, except with respect to any fraud or dishonesty of such director or
officer. Class actions and derivative actions generally are available to
shareholders under Delaware law for, among other things, breach of fiduciary
duty, corporate waste and actions not taken in accordance with applicable law.
In such actions, the court has discretion to permit the winning party to recover
attorneys’ fees incurred in connection with such action.
Indemnification
of Directors and Officers
Our
bye-laws indemnify our directors and officers in their capacity as such in
respect of any loss arising or liability attaching to them by virtue of any rule
of law in respect of any negligence, default, breach of duty or breach of trust
of which a director or officer may be guilty in relation to us other than in
respect of his own fraud or dishonesty, which is the maximum extent of
indemnification permitted under the Companies Act. Under Delaware law, a
corporation may indemnify a director or officer of the corporation against
expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in defense of an action, suit or
proceeding by reason of such position if (i) the director or officer acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and (ii) with respect to any criminal action
or proceeding, if the director or officer had no reasonable cause to believe his
conduct was unlawful. Under our bye-laws, each of our shareholders agrees to
waive any claim or right of action, other than those involving fraud or
dishonesty, against us or any of our officers or directors. In addition, we have
entered into indemnification agreements with our directors and
officers.
Inspection
of Corporate Records
Members
of the general public have the right to inspect our public documents available
at the office of the Registrar of Companies in Bermuda, which includes our
memorandum of association (including our objects and powers) and alterations to
our memorandum of association, including any increase or reduction of our
authorized capital. Our shareholders have the additional right to inspect our
bye-laws, minutes of general meetings and our audited financial statements,
which must be presented to the annual general meeting of shareholders. Our
register of shareholders is also open to inspection by shareholders and to
members of the public without charge. We are required to maintain a share
register in Bermuda but may establish a branch register outside Bermuda. We are
required to keep at our registered office a register of our directors and
officers which is open for inspection by members of the public without charge.
Bermuda law does not, however, provide a general right for shareholders to
inspect or obtain copies of any other corporate records. Delaware law permits
any shareholder to inspect or obtain copies of a corporation’s shareholder list
and its other books and records for any purpose reasonably related to such
person’s interest as a shareholder.
Enforcement
of Judgments and Other Matters
We have
been advised by Conyers Dill & Pearman Limited, our Bermuda counsel, that
there is doubt as to whether the courts of Bermuda would enforce (i) judgments
of U.S. courts obtained in actions against us or our directors and officers who
may reside outside the United States, as well as the experts named in this
prospectus who reside outside the United States, predicated upon the civil
liability provisions of the U.S. federal securities laws and (ii) original
actions brought in Bermuda against us or our directors and officers, as well as
the experts named in this prospectus who reside outside the United States
predicated solely upon U.S. federal securities laws. There is no treaty in
effect between the United States and Bermuda providing for such enforcement, and
there are grounds upon which Bermuda courts may not enforce judgments of U.S.
courts. Certain remedies available under the laws of U.S. jurisdictions,
including certain remedies available under the U.S. federal securities laws,
would not be allowed in Bermuda courts as contrary to Bermuda’s public
policy.
Insurance Regulations
Concerning Change of Control
State
insurance laws intended primarily for the protection of policyholders contain
certain requirements that must be met prior to any change of control of an
insurance company or insurance holding company that is domiciled, or in some
cases, having such substantial business that it is deemed commercially
domiciled, in that state. These requirements may include the advance filing of
specific information with the state insurance commission, a public hearing on
the matter, and review and approval of the change of control by the state
agencies. We have insurance subsidiaries domiciled or commercially
domiciled in Missouri and North Carolina. Under the insurance laws in these
states, “control” is presumed to exist through the ownership of 10% or more of
the voting securities of an insurance company or any company that controls the
insurance company. Any purchase of our shares that would result in the purchaser
owning more than 10% of our voting securities will be presumed to result in the
acquisition of control of our insurance subsidiaries and require prior
regulatory approval.
D
ESCRIPTION OF PREFERENCE
SHARES
This section describes the
general terms and provisions of the preference shares that we may issue
separately, upon exchange of a debt security, upon exercise of an equity warrant
or in connection with a depositary share or unit. The applicable prospectus
supplement will describe the specific terms, or modify the general terms, of any
preference shares offered through that prospectus supplement and any special
federal income tax consequences of those preference
shares.
General
Our
bye-laws authorize our board of directors, subject to any limitations prescribed
by law, to issue preference shares in one or more series without shareholder
approval. As of February 3, 2011, we had no
preference shares
outstanding. Each series of preference shares will have the rights,
preferences, privileges and restrictions, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation preferences, as
will be determined by the board of directors. The purpose of authorizing the
board of directors to issue preference shares and determine its rights and
preferences is to eliminate delays and uncertainties associated with a
shareholder vote on specific issuances. The issuance of preference shares, while
providing desirable flexibility in connection with possible acquisition and
other corporate purposes, could have the effect of making it more difficult for
a third party to acquire, or discourage a third party from acquiring, a majority
of our outstanding voting shares. Our board of directors may issue preference
shares with voting and conversion rights that could adversely affect the voting
power of the holders of our common
shares
. There are no
current agreements or understandings for the issuance of preference shares and
our board of directors has no present intention to issue any
preference
shares
.
The preference shares will
be, when issued, fully paid and nonassessable. Unless otherwise specified in the
applicable prospectus supplement, each series will rank on a parity as to
dividends and distributions in the event of a liquidation with each other series
of preference shares and, in all cases, will be senior to our common
shares.
Dividend
Rights
Unless otherwise set forth in
the applicable prospectus supplement, holders of our preference shares of each
series will be entitled to receive, when, as and if declared by our board of
directors, out of our assets legally available therefor, cash dividends at the
rates and on the dates as set forth in the applicable prospectus supplement.
Holders of our preference shares will be entitled to receive dividends in
preference to and in priority over dividends on common shares and may be
cumulative or non-cumulative as determined by our board of directors. We will
generally be able to pay dividends and distribute assets to holders of our
preference shares only if we have satisfied our obligations on our debt that is
then due and payable.
If the applicable prospectus
supplement so provides, as long as any preference shares are outstanding, no
dividends will be declared or paid or any distributions will be made on our
common shares unless the accrued dividends on each series of preference shares
have been declared and paid.
Each series of preference
shares will be entitled to dividends as described in the applicable prospectus
supplement. Different series of preference shares may be entitled to dividends
at different dividend rates or based upon different methods of determination.
Except as provided in the applicable prospectus supplement, no series of
preference shares will be entitled to participate in our earnings or
assets.
Liquidation
Preference
Upon any dissolution,
liquidation or “winding up” of Maiden, the holders of each series of preference
shares will be entitled to receive out of our assets, whether from capital,
surplus or earnings, and before any distribution of any assets is made on common
shares, the amount per share fixed by the board of directors for that series of
preference shares, as reflected in the applicable prospectus supplement, plus
unpaid dividends, if any, to the date fixed for distribution. Unless otherwise
indicated in the applicable prospectus supplement, holders of our preference
shares will be entitled to no further participation in any distribution made in
conjunction with any dissolution, liquidation or “winding
up.”
Redemption
A series of preference shares
may be redeemable, in whole or in part, at our option, and may be subject to
mandatory redemption in connection with a sinking fund. The terms, times,
redemption prices and types of consideration of the redemption will be set forth
in the applicable prospectus supplement. The applicable prospectus supplement
will also specify the number of shares of the series that we will redeem in each
year commencing after a specified date, at a specified redemption price per
share, together with an amount equal to any accrued and unpaid dividends to the
date of redemption.
If, after giving notice of
redemption to the holders of a series of preference shares, we deposit with a
designated bank funds sufficient to redeem the series of preference shares, then
from and after the deposit, all shares called for redemption will no longer be
outstanding for any purpose, other than the right to receive the redemption
price and the right, if applicable, to convert the preference shares into our
common shares or other securities prior to the date fixed for
redemption.
Except as indicated in the
applicable prospectus supplement, the preference shares are not subject to any
mandatory redemption at the option of the holder.
Sinking
Fund
The applicable prospectus
supplement for any series of preference shares will state the terms, if any, of
a sinking fund for the purchase or redemption of that
series.
Conversion and
Exchange
The applicable prospectus
supplement for any series of preference shares will state the terms, if any, on
which shares of that series are convertible into or exchangeable for shares of
common shares or, if applicable, other securities.
Voting
Rights
Under ordinary circumstances,
the holders of preference shares have no voting rights except as required by
law. The applicable prospectus supplement may provide voting rights
for holders of our preference shares.
Transfer Agent and
Registrar
We will select the transfer
agent, registrar and dividend disbursement agent for a series of preference
shares, and each one will be described in the applicable prospectus supplement.
The registrar for preference shares will send notices to shareholders of any
meetings at which holders of our preference shares have the right to vote on any
matter.
DESCRIPTION
OF DEPOSITARY SHARES
The
following description of the depositary shares does not purport to be complete
and is subject to, and qualified in its entirety by, the deposit agreement and
the depositary receipt relating to the preference shares that is attached to the
deposit agreement. You should read these documents as they, and not this
description, define your rights as a holder of depositary shares. Forms of these
documents have been filed with the SEC as an exhibit to the registration
statement of which this prospectus forms a part.
If we
elect to offer fractional interests in preference shares, we will provide for
the issuance by a depositary of depositary receipts for depositary shares. Each
depositary share will represent fractional interests of preference shares. We
will deposit preference shares underlying the depositary shares under a deposit
agreement between us and a bank or trust company selected by us. The bank or
trust company must have its principal office in the United States and a combined
capital and surplus of at least $50 million. The depositary receipts will
evidence the depositary shares issued under the deposit agreement.
The
deposit agreement will contain terms applicable to the holders of our depositary
shares in addition to the terms stated in the depositary receipts. Each holder
of depositary shares will be entitled to all the rights and preferences of the
preference shares underlying the depositary shares in proportion to the
applicable fractional interest in the underlying preference shares. The
depositary will issue the depositary receipts to individuals purchasing the
fractional interests in shares of the related preference shares according to the
terms of the offering described in the applicable prospectus
supplement.
Dividends
and Other Distributions
The
depositary will distribute all cash dividends or other cash distributions
received for the preference shares to the holders of our depositary shares in
proportion to the number of depositary shares that they own on the relevant
record date. The depositary will distribute only an amount that can be
distributed without attributing to any holder of depositary shares a fraction of
one cent. The depositary will add the undistributed balance to, and treat it as
part of, the next sum received by the depositary for distribution to holders of
our depositary shares.
If there
is a non-cash distribution, the depositary will distribute property received by
it to the holders of our depositary shares in proportion, insofar as possible,
to the number of depositary shares owned by them, unless the depositary
determines, after consultation with us, that it is not feasible to make such
distribution. If this occurs, the depositary may, with our approval, sell such
property and distribute the net proceeds from the sale to the holders. The
deposit agreement also will contain provisions relating to how any subscription
or similar rights that we may offer to holders of the preference shares will be
available to the holders of the depositary shares.
Conversion,
Exchange and Redemption
If the
preference shares underlying the depositary shares may be converted or
exchanged, each holder of depositary receipts will have the right or obligation,
as applicable, to convert or exchange the depositary shares represented by the
depositary receipts.
Whenever
we redeem preference shares held by the depositary, the depositary will redeem,
at the same time, the number of depositary shares representing the preference
shares. The depositary will redeem the depositary shares from the proceeds it
receives from the corresponding redemption, in whole or in part, of the
underlying preference shares. The depositary will mail notice of redemption to
the holders of the depositary shares that are to be redeemed between 30 and 60
days before the date fixed for redemption. The redemption price per depositary
share will be equal to the applicable fraction of the redemption price per share
on the underlying preference shares. If less than all the depositary shares are
to be redeemed, the depositary will select which shares to be redeemed by lot,
proportionate allocation or any other method.
After the
date fixed for redemption, the depositary shares called for redemption will no
longer be outstanding. When the depositary shares are no longer outstanding, all
rights of the holders will end, except the right to receive money, securities or
other property payable upon redemption.
Voting
When the
depositary receives notice of a meeting at which the holders of the preference
shares are entitled to vote, the depositary will mail the particulars of the
meeting to the holders of the depositary shares. Each holder of depositary
shares on the record date may instruct the depositary on how to vote the
preference shares underlying the holder’s depositary shares. The depositary will
try, if practical, to vote the number of preference shares underlying the
depositary shares according to the instructions. The depositary will abstain
from voting preference shares to the extent it does not receive specific
instructions from the holders of our depositary shares representing such
preference shares. We will agree to take all reasonable action requested by the
depositary to enable it to vote as instructed.
Record
Date
Whenever
(1) any cash dividend or other cash distribution shall become payable, any
distribution other than cash shall be made, or any rights, preferences or
privileges shall be offered with respect to the underlying preference shares, or
(2) the depositary shall receive notice of any meeting at which holders of
the underlying preference shares are entitled to vote or of which holders of the
underlying preference shares are entitled to notice, or of the mandatory
conversion of or any election on our part to call for the redemption of any of
the underlying preference shares, the depositary shall in each such instance fix
a record date (which shall be the same as the record date for the underlying
preference shares) for the determination of the holders (x) who shall be
entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof or (y) who shall be
entitled to give instructions for the exercise of voting rights at any such
meeting or to receive notice of such meeting or of such redemption or
conversion, subject to the provisions of the deposit agreement.
Amendments
We and
the depositary may agree to amend the deposit agreement and the depositary
receipt evidencing the depositary shares. Any amendment that (a) imposes or
increases certain fees, taxes or other charges payable by the holders of the
depositary shares as described in the deposit agreement or (b) otherwise
prejudices any substantial existing right of holders of our depositary shares,
will not take effect until 30 days after the depositary has mailed notice
of the amendment to the record holders of our depositary shares. Any holder of
depositary shares that continues to hold its shares at the end of the 30-day
period will be deemed to have agreed to the amendment.
Termination
We may,
at our option, direct the depositary to terminate the deposit agreement by
mailing a notice of termination to holders of our depositary shares at least
30 days prior to termination. In addition, a deposit agreement will
automatically terminate if:
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the
depositary has redeemed all related outstanding depositary shares,
or
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we
have liquidated, terminated or wound up our business and the depositary
has distributed the underlying preference shares to the holders of the
related depositary shares.
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The
depositary may likewise terminate the deposit agreement if at any time
60 days shall have expired after the depositary shall have delivered to us
a written notice of its election to resign and a successor depositary shall not
have been appointed and accepted its appointment. If any depositary receipts
remain outstanding after the date of termination, the depositary thereafter will
discontinue the transfer of depositary receipts, will suspend the distribution
of dividends to the holders thereof, and will not give any further notices
(other than notice of such termination) or perform any further acts under the
deposit agreement except that the depositary will continue (1) to collect
dividends on the underlying preference shares and any other distributions with
respect thereto and (2) to deliver the underlying preference shares
together with such dividends and distributions and the net proceeds of any sales
of rights, preferences, privileges or other property, without liability for
interest thereon, in exchange for depositary receipts surrendered. At any time
after the expiration of two years from the date of termination, the depositary
may sell any underlying preference shares then held by it at public or private
sales, at such place or places and upon such terms as it deems proper and may
thereafter hold the net proceeds of any such sale, together with any money and
other property then held by it, without liability for interest thereon, for the
pro rata benefit of the holders of our depositary receipts which have not been
surrendered.
Payment
of Fees and Expenses
We will
pay all fees, charges and expenses of the depositary, including the initial
deposit of the preference shares and any redemption of the preference shares.
Holders of our depositary shares will pay transfer and other taxes and
governmental charges and any other charges as are stated in the deposit
agreement for their accounts.
Resignation
and Removal of Depositary
At any
time, the depositary may resign by delivering written notice to us, and we may
remove the depositary. Resignations or removals will take effect upon the
appointment of a successor depositary and its acceptance of the appointment. The
successor depositary must be appointed within 60 days after delivery of the
notice of resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus
of at least $50 million.
Reports
The
depositary will forward to the holders of our depositary shares all reports and
communications from us that are delivered to the depositary and that we are
required by law, the rules of an applicable securities exchange or our amended
articles of incorporation to furnish to the holders of the preference shares.
The depositary will not be liable if it is prevented or delayed by law or any
circumstances beyond its control in performing its obligations under the deposit
agreement. The deposit agreement limits our obligations and the depositary’s
obligations to performance in good faith of the duties stated in the deposit
agreement. The depositary will not be obligated to prosecute or defend any legal
proceeding connected with any depositary shares or preference shares unless the
holders of our depositary shares requesting the depository to do so furnish it
with satisfactory indemnity. In performing our obligations, we and the
depositary may rely upon the written advice of our counsel or accountants, on
any information that competent people provide to us and on documents that we
believe are genuine.
DESCRIPTION OF DEBT
SECURITIES
The
following description of selected provisions of the Indenture and the debt
securities is not complete, and the description of selected terms of the debt
securities of a particular series included in the applicable prospectus
supplement also will not be complete. You should review the form of
the Indenture and the form of the applicable debt securities, which forms have
been or will be filed as exhibits to the registration statement of which this
prospectus is a part or as exhibits to documents which have been or will be
incorporated by reference in this prospectus. To obtain a copy of the
Indenture or the form of the applicable debt securities, see “Where You Can Find
More Information” in this prospectus. The following description of
debt securities and the description of the debt securities of the particular
series in the applicable prospectus supplement are qualified in their entirety
by reference to all of the provisions of the Indenture and the applicable debt
securities, which provisions, including defined terms, are incorporated by
reference in this prospectus. Capitalized terms used but not defined
in this section shall have the meanings assigned to those terms in the
Indenture.
The
following description of debt securities describes general terms and provisions
of the series of debt securities to which any prospectus supplement may
relate. When the debt securities of a particular series are offered
for sale, the specific terms of such debt securities will be described in the
applicable prospectus supplement. If any particular terms of such
debt securities described in a prospectus supplement differ from any of the
terms of the debt securities generally described in this prospectus, then the
terms described in the applicable prospectus supplement will supersede the terms
described in this prospectus.
General
The debt
securities of each series will constitute the unsecured unsubordinated
obligations of Maiden NA and will rank on a parity in right of payment with all
of its other existing and future unsecured and unsubordinated
indebtedness. Maiden NA may issue an unlimited principal amount of
debt securities under the Indenture. The Indenture provides that debt
securities of any series may be issued up to the aggregate principal amount
which may be authorized from time to time by Maiden NA. Please read
the applicable prospectus supplement relating to the debt securities of the
particular series being offered thereby for the specific terms of such debt
securities, including, where applicable:
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the
title of the series of debt
securities;
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any
limit on the aggregate principal amount of debt securities of the
series;
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the
date or dates on which Maiden NA will pay the principal of and premium, if
any, on debt securities of the series, or the method or methods, if any,
used to determine such date or
dates;
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the
rate or rates, which may be fixed or variable, at which debt securities of
the series will bear interest, if any, or the method or methods, if any,
used to determine such rate or
rates;
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the
basis used to calculate interest, if any, on the debt securities of the
series if other than a 360-day year of twelve 30-day
months;
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whether
the debt securities are entitled to the benefits of the guarantee of
Maiden;
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the
date or dates, if any, from which interest on the debt securities of the
series will accrue, or the method or methods, if any, used to determine
such date or dates;
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the
date or dates, if any, on which the interest on the debt
securities of the series will be payable and the record dates for any such
payment of interest;
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the
manner in which, or the person to whom, any interest on any bearer
security of the series of debt securities will be payable, if different
than upon presentation and surrender of the coupons relating to the bearer
security;
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the
terms and conditions, if any, upon which Maiden NA is required to, or may,
at its option, redeem debt securities of the
series;
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the
terms and conditions, if any, upon which Maiden NA will be required to
repurchase debt securities of the series at the option of the holders of
debt securities of the series;
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the
terms of any sinking fund or analogous
provision;
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the
portion of the principal amount of the debt securities of the series which
will be payable upon acceleration if other than the full principal
amount;
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the
authorized denominations in which the series of debt securities will be
issued, if other than minimum denominations of $2,000 and any integral
multiple of $1,000 in excess thereof, in the case of registered
securities, or minimum denominations of $5,000, in the case of bearer
securities;
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the
place or places where (1) amounts due on the debt securities of the series
will be payable, (2) the debt securities of the series may be surrendered
for registration of transfer and exchange and, if applicable, for exchange
for other securities or property, and (3) notices or demands to or upon
Maiden NA in respect of the debt securities of the series or the Indenture
may be served, if different than the corporate trust office of the
Trustee;
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if
other than U.S. dollars, the currency or currencies in which purchases of,
and payments on, the debt securities of the series must be made and the
ability, if any, of Maiden NA or the holders of debt securities of the
series to elect for payments to be made in any other currency or
currencies;
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whether
the amount of payments on the debt securities of the series may be
determined with reference to an index, formula, or other method or methods
(any of those debt securities being referred to as “Indexed Securities”)
and the manner used to determine those
amounts;
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any
addition to, modification, or deletion of, any covenant or Event of
Default with respect to debt securities of the
series;
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whether
the debt securities of the series will be issuable in registered or bearer
form or both and whether any debt securities of the series will be issued
in temporary or permanent global form and, if so, the identity of the
depositary for the global debt
securities;
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whether
and under what circumstances Maiden NA will pay Additional Amounts on the
debt securities of the series to any holder who is a United States Alien
in respect of any tax, assessment, or other governmental charge and, if
so, whether Maiden NA will have the option to redeem such debt securities
rather than pay the Additional Amounts;
and
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any
other terms of debt securities of the
series.
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As used
in this prospectus and any prospectus supplement relating to the offering of
debt securities, references to the principal of and premium, if any, and
interest, if any, on the debt securities of a series include Additional Amounts,
if any, payable on the debt securities of such series in that
context.
Maiden NA
may issue debt securities as original issue discount securities to be sold at a
substantial discount below their principal amount. In the event of an
acceleration of the maturity of any original issue discount security, the amount
payable to the holder upon acceleration will be determined in the manner
described in the applicable prospectus supplement. Material federal income tax
and other considerations applicable to original issue discount securities will
be described in the applicable prospectus supplement.
The terms
of the debt securities of any series may differ from the terms of the debt
securities of any other series, and the terms of particular debt securities
within any series may differ from each other. Unless otherwise specified in the
applicable prospectus supplement, Maiden NA may, without the consent of, or
notice to, the holders of the debt securities of any series, reopen an existing
series of debt securities and issue additional debt securities of that
series.
Other
than to the extent provided with respect to the debt securities of a particular
series and described in an applicable prospectus supplement, the Indenture will
not contain any provisions that would limit our ability or the ability of Maiden
NA to incur indebtedness or to substantially reduce or eliminate our
consolidated assets, which may have an adverse effect on the ability of us or
Maiden NA to service our or Maiden NA’s indebtedness (including the debt
securities) or that would afford holders of the debt securities protection in
the event of:
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(1)
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a
highly leveraged or similar transaction involving us, our management, or
any affiliate of any of those
parties,
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(2)
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a
change of control, or
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(3)
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a
reorganization, restructuring, merger, or similar transaction involving us
or our affiliates that may adversely affect the holders of our
debt securities.
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Registration, Transfer, Payment, and
Paying Agent
Unless
otherwise specified in the applicable prospectus supplement, each series of debt
securities will be issued in registered form only, without
coupons. The Indenture, however, provides that Maiden NA may also
issue debt securities in bearer form only, or in both registered and bearer
form. Purchasers of bearer securities will be subject to
certification procedures and may be affected by limitations under United States
tax laws. The terms of the bearer securities of the particular series
and the applicable procedures and limitations will be described in the
applicable prospectus supplement.
Unless
otherwise specified in the applicable prospectus supplement, registered
securities will be issued in minimum denominations of $2,000 or any integral
multiple of $1,000 in excess thereof, and bearer securities will be issued in
minimum denominations of $5,000.
Unless
otherwise specified in the applicable prospectus supplement, the debt securities
will be payable and may be surrendered for registration of transfer or exchange
and, if applicable, for exchange for other securities or property, at an office
or agency maintained by Maiden NA in Wilmington, Delaware. However,
Maiden NA, at its option, may make payments of interest on any interest payment
date on any registered security by check mailed to the address of the person
entitled to receive that payment or by wire transfer to an account maintained by
the payee with a bank located in the United States.
Any
interest not punctually paid or duly provided for on any interest payment date
with respect to the debt securities of any series will forthwith cease to be
payable to the holders of those debt securities on the applicable regular record
date and may either be paid to the persons in whose names those debt securities
are registered at the close of business on a special record date for the payment
of the interest not punctually paid or duly provided for to be fixed by the
Trustee, notice whereof shall be given to the holders of those debt securities
not less than 10 days prior to the special record date, or may be paid at any
time in any other lawful manner, all as completely described in the
Indenture.
Subject
to certain limitations imposed on debt securities issued in book-entry form, the
debt securities of any series will be exchangeable for other debt securities of
the same series and of a like aggregate principal amount and tenor of different
authorized denominations upon surrender of those debt securities at the
designated place or places. In addition, subject to certain
limitations imposed upon debt securities issued in book-entry form, the debt
securities of any series may be surrendered for registration of transfer or
exchange thereof at the designated place or places if duly endorsed or
accompanied by a written instrument of transfer. No service charge
shall be made for any registration of transfer or exchange, redemption or
repayment of debt securities, or for any exchange of debt securities for other
securities or property, but Maiden NA may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with certain of those transactions.
Unless
otherwise specified in the applicable prospectus supplement, Maiden NA will not
be required to:
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issue,
register the transfer of or exchange debt securities of any series during
a period beginning at the opening of business 15 days before any selection
of debt securities of that series of like tenor and terms to be redeemed
and ending at the close of business on the day of that
selection;
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register
the transfer of or exchange any registered security, or portion of any
registered security, called for redemption, except the unredeemed portion
of any registered security being redeemed in part;
or
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issue,
register the transfer of or exchange a debt security which has been
surrendered for repurchase at the option of the holder, except the
portion, if any, of the debt security not to be
repurchased.
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Book-Entry
Debt Securities
The debt
securities of a series may be issued in whole or in part in the form of one or
more global debt securities. Global debt securities will be deposited
with, or on behalf of, a depositary identified in the applicable prospectus
supplement relating thereto. Global debt securities may be issued in
either registered or bearer form and in either temporary or permanent
form. Unless and until it is exchanged in whole or in part for
individual certificates evidencing debt securities, a global debt security may
not be transferred except as a whole by the depositary to its nominee or by the
nominee to the depositary or by the depositary or its nominee to a successor
depositary or to a nominee of the successor depositary.
Maiden NA
anticipates that global debt securities will be deposited with, or on behalf of,
The Depository Trust Company, or DTC, New York, New York, and that global debt
securities will be registered in the name of DTC’s nominee, Cede &
Co. Maiden NA also anticipates that the following provisions will
apply to the depository arrangements with respect to global debt
securities. Additional or differing terms of the depository
arrangements will be described in the applicable prospectus
supplement.
DTC has
advised us that it is:
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a
limited-purpose trust company organized under the New York Banking
Law;
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a
“banking organization” within the meaning of the New York Banking
Law;
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a
member of the Federal Reserve
System;
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a
“clearing corporation” within the meaning of the New York Uniform
Commercial Code; and
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a
“clearing agency” registered pursuant to the provisions of Section 17A of
the Exchange Act.
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DTC holds
securities that its participants deposit with DTC. DTC also
facilitates the settlement among its participants of securities transactions,
including transfers and pledges, in deposited securities through electronic
computerized book-entry changes in participants’ accounts, which eliminates the
need for physical movement of securities certificates. Direct
participants include securities brokers and dealers, banks, trust companies,
clearing corporations, and other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation
(“DTCC”). DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are
registered clearing agencies. DTCC is owned by the users of its
regulated subsidiaries. Access to the DTC system is also available to
others, sometimes referred to in this prospectus as indirect participants, that
clear transactions through or maintain a custodial relationship with a direct
participant either directly or indirectly. Indirect participants
include securities brokers and dealers, banks and trust
companies. The rules applicable to DTC and its participants are on
file with the SEC.
Purchases
of debt securities within the DTC system must be made by or through direct
participants, which will receive a credit for the debt securities on DTC’s
records. The ownership interest of the actual purchaser or beneficial
owner of a debt security is, in turn, recorded on the direct and indirect
participants’ records. Beneficial owners will not receive written
confirmation from DTC of their purchases, but beneficial owners are expected to
receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the direct or indirect participants
through which they purchased the debt securities. Transfers of
ownership interests in debt securities are to be accomplished by entries made on
the books of participants acting on behalf of beneficial
owners. Beneficial owners will not receive certificates representing
their ownership interests in the debt securities except in the limited
circumstances described below.
To
facilitate subsequent transfers, all debt securities deposited by participants
with DTC will be registered in the name of DTC’s nominee, Cede &
Co. The deposit of debt securities with DTC and their registration in
the name of Cede & Co. will not change the beneficial ownership of the debt
securities. DTC has no knowledge of the actual beneficial owners of
the debt securities. DTC’s records reflect only the identity of the
direct participants to whose accounts the debt securities are
credited. Those participants may or may not be the beneficial
owners. The participants are responsible for keeping account of their
holdings on behalf of their customers.
Conveyance
of notices and other communications by DTC to direct participants, by direct
participants to indirect participants and by direct and indirect participants to
beneficial owners will be governed by arrangements among them, subject to any
legal requirements in effect from time to time.
Redemption
notices shall be sent to DTC or its nominee. If less than all of the
debt securities of a series are being redeemed, DTC will reduce the amount of
the interest of direct participants in the debt securities in accordance with
its procedures.
A
beneficial owner of debt securities shall give notice to elect to have its debt
securities repurchased or tendered, through its participant to the Trustee and
shall effect delivery of such debt securities by causing the direct participant
to transfer the participant’s interest in such debt securities, on DTC’s
records, to the Trustee. The requirement for physical delivery of
debt securities in connection with a repurchase or tender will be deemed
satisfied when the ownership rights in such debt securities are transferred by
direct participants on DTC’s records and followed by a book-entry credit of such
debt securities to the Trustee’s DTC account.
In any
case where a vote may be required with respect to the debt securities of any
series, neither DTC nor Cede & Co. will give consents for or vote such
global debt securities. Under its usual procedures, DTC will mail an
omnibus proxy to Maiden NA as soon as possible after the record
date. The omnibus proxy assigns the consenting or voting rights of
Cede & Co. to those direct participants to whose accounts the debt
securities are credited on the record date identified in a listing attached to
the omnibus proxy.
Principal
of and premium, if any, and interest, if any, on the global debt securities will
be paid to Cede & Co., as nominee of DTC. DTC’s practice is to
credit direct participants’ accounts on the relevant payment date unless DTC has
reason to believe that it will not receive payments on the payment
date. Payments by direct and indirect participants to beneficial
owners will be governed by standing instructions and customary practices, as is
the case with securities held for the account of customers in bearer form or
registered in “street name.” Those payments will be the
responsibility of participants and not of DTC or Maiden NA, subject to any legal
requirements in effect from time to time. Payment of principal,
premium, if any, and interest, if any, to Cede & Co. is Maiden NA’s
responsibility, disbursement of payments to direct participants is the
responsibility of DTC, and disbursement of payments to the beneficial owners is
the responsibility of direct and indirect participants.
Except as
described in this prospectus, owners of beneficial interests in a global debt
security will not be entitled to have debt securities registered in their names
and will not receive physical delivery of debt
securities. Accordingly, each beneficial owner must rely on the
procedures of DTC to exercise any rights under the debt securities and the
Indenture.
The laws
of some jurisdictions may require that some purchasers of securities take
physical delivery of securities in definitive form. These laws may
impair the ability to transfer or pledge beneficial interests in global debt
securities.
DTC is
under no obligation to provide its services as depositary for the debt
securities of any series and may discontinue providing its services at any
time. Neither we, Maiden NA nor the Trustee will have any
responsibility for the performance by DTC or its participants or indirect
participants under the rules and procedures governing DTC. As noted
above, owners of beneficial interests in a global debt security will not receive
certificates representing their interests. However, if
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DTC
notifies Maiden NA that it is unwilling or unable to continue as a
depositary for the global debt securities of any series or if DTC ceases
to be a clearing agency registered under the Exchange Act and a successor
depositary is not appointed by Maiden NA within 90 days of the
notification or of Maiden NA’s becoming aware of DTC’s ceasing to be so
registered, as the case may be,
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Maiden
NA determines, in its sole discretion, not to have the debt securities of
any series represented by one or more global debt securities,
or
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an
Event of Default under the Indenture has occurred and is continuing with
respect to the debt securities of any series and DTC wishes to exchange
such global debt securities for definitive certificated debt
securities,
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Maiden NA
will prepare and deliver certificates for the debt securities of that series in
exchange for beneficial interests in the global debt securities. Any
beneficial interest in a global debt security that is exchangeable under the
circumstances described in the preceding sentence will be exchangeable for debt
securities in definitive certificated form registered in the names that the
depositary shall direct. It is expected that these directions will be
based upon directions received by the depositary from its participants with
respect to ownership of beneficial interests in the global debt
securities.
We
obtained the information in this section and elsewhere in this prospectus
concerning DTC and DTC’s book-entry system from sources that we believe to be
reliable, but neither we nor any applicable underwriters, agents or dealers take
any responsibility for the accuracy of this information.
Outstanding
Debt Securities
In
determining whether the holders of the requisite principal amount of outstanding
debt securities have given any request, demand, authorization, direction,
notice, consent, or waiver under the Indenture:
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the
principal amount of an original issue discount security that shall be
deemed to be outstanding for these purposes shall be that portion of the
principal amount of the original issue discount security that would be due
and payable upon acceleration of the original issue discount security as
of the date of the determination,
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·
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the
principal amount of any Indexed Security that shall be deemed to be
outstanding for these purposes shall be the principal amount of the
Indexed Security determined on the date of its original
issuance,
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·
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the
principal amount of a debt security denominated in a foreign currency
shall be the U.S. dollar equivalent, determined on the date of its
original issuance, of the principal amount of the debt security,
and
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·
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a
debt security owned by Maiden NA or any obligor on the debt security or
any affiliate of Maiden NA or such other obligor shall be deemed not to be
outstanding.
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Redemption
and Repurchase
The debt
securities of any series may be redeemable at Maiden NA’s option or may be
subject to mandatory redemption by Maiden NA as required by a sinking fund or
otherwise. In addition, the debt securities of any series may be
subject to repurchase by Maiden NA at the option of the holders. The
applicable prospectus supplement will describe the terms and conditions
regarding any optional or mandatory redemption or option to repurchase the debt
securities of the related series.
Exchange
The terms
and conditions, if any, on which debt securities of any series are exchangeable
for shares of our common shares or other securities or property will be set
forth in the applicable prospectus supplement.
Guarantees
by Maiden
Unless
specified otherwise in the applicable prospectus supplement, Maiden NA’s
obligations under the debt securities will be fully and unconditionally
guaranteed on an unsecured and unsubordinated basis by Maiden. The guarantee
will be Maiden’s direct obligation, ranking equally and ratably in right of
payment with all of its other existing and future unsecured and unsubordinated
obligations, other than obligations preferred by law. Maiden’s obligations under
any guarantee will be limited to the maximum amount permitted under applicable
federal or state law.
Certain
Covenants
Any
material covenants applicable to the debt securities of any series not described
in this prospectus will be specified in the applicable prospectus
supplement.
Merger,
Consolidation, and Transfer of Assets
The
Indenture provides that neither Maiden NA nor Maiden, as guarantor, may, in any
transaction or series of related transactions, consolidate
or
amalgamate with
or
merge into any other person or sell, lease, assign, transfer, or otherwise
convey all or substantially all of their assets to any other person
unless:
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in
such transaction or transactions involving Maiden NA, either (1) Maiden NA
shall be the continuing person (in the case of a merger) or (2) the
successor person (if other than Maiden NA) formed by or resulting from the
consolidation
or
amalgamation
or
merger or to which such sale, assignment, transfer, lease or other
conveyance of all or substantially all of the properties and assets of
Maiden NA is made, shall be a corporation organized and existing under the
laws of the United States or Bermuda, and such successor person shall
expressly assume the due and punctual payment of the principal of,
premium, if any, and interest, if any, on all the debt securities
outstanding under the Indenture and the due and punctual performance of
all of Maiden NA’s other obligations under the Indenture and the debt
securities outstanding thereunder, including any applicable exchange
rights of holders;
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·
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in
such transaction or transactions involving Maiden, either (1) Maiden shall
be the continuing person (in the case of a merger) or (2) the successor
person (if other than Maiden) formed by or resulting from the
consolidation
or
amalgamation
or
merger or to which such sale, assignment, transfer, lease or other
conveyance of all or substantially all of the properties and assets of
Maiden is made, shall be a corporation organized and existing under the
laws of the United States or Bermuda, and such successor person shall
expressly assume the due and punctual performance of all of Maiden’s
obligations under the Indenture and the debt securities outstanding
thereunder;
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·
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immediately
after giving effect to such transaction or transactions, no Event of
Default under the Indenture, and no event which, after notice or lapse of
time or both would become an Event of Default under the Indenture, shall
have occurred and be continuing;
and
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·
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the
Trustee shall have received an officer’s certificate and opinion of
counsel from Maiden NA or Maiden, as applicable, to the effect that all
conditions precedent have been
satisfied.
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Upon any
consolidation
or
amalgamation
by Maiden
NA or Maiden, as guarantor, with, or Maiden NA’s or Maiden’s merger into, any
other person or any sale, assignment, transfer, lease, or conveyance of all of
the properties and assets of Maiden NA or Maiden, as applicable, to any person
in accordance with the provisions of the Indenture described above, the
successor person formed by the consolidation
or
amalgamation
or into
which Maiden NA or Maiden, as the case may be, is merged or to which the sale,
assignment, transfer, lease, or other conveyance is made shall succeed to, and
be substituted for, Maiden NA or Maiden, as guarantor, and may exercise every
right and power of Maiden NA or Maiden, as applicable, under the Indenture with
the same effect as if such successor person had been named as Maiden NA or
Maiden, as applicable, therein; and thereafter, except in the case of a lease,
the predecessor person shall be released from all obligations and covenants
under the Indenture and the debt securities issued under that
Indenture.
Events
of Default
Unless
otherwise specified in the applicable prospectus supplement, an Event of Default
with respect to the debt securities of any series is defined in the Indenture as
being:
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(1)
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failure
to pay interest for 30 days after the date payment is due and payable on
any debt security of that series;
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(2)
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failure
to pay principal or premium, if any, on any debt security of that series
when due, either at maturity, upon any redemption, by declaration or
otherwise;
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(3)
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failure
to make any sinking fund payment or payment under any analogous provision
when due with respect to any debt security of that
series;
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(4)
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other
than in accordance with the terms of the Indenture, the cessation of a
guarantee of any debt security of that series to be in full force and
effect, or the declaration of a guarantee of any debt security of that
series to be null and void and unenforceable, or the finding of a
guarantee of any debt security of that series to be invalid, or the denial
by Maiden, as guarantor, of its liability under its
guarantee;
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(5)
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failure
to perform any other covenant for 60 days after notice of such performance
was required;
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(6)
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specified
events of bankruptcy, insolvency, or reorganization with respect to Maiden
NA, Maiden or any Significant Subsidiary of Maiden NA or Maiden;
or
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(7)
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any
other Event of Default established for the debt securities of that
series.
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No Event
of Default with respect to any particular series of debt securities necessarily
constitutes an Event of Default with respect to any other series of debt
securities. The Trustee is required to give notice to holders of the
debt securities of any series within 90 days after the Trustee has knowledge of
a default relating to such debt securities;
provided,
however
, that the Trustee may
withhold such notice except a default in payment of principal, premium, if any,
interest, if any, Additional Amounts, if any, or sinking fund payments, if any,
in respect of such debt securities or a default or in the delivery of securities
or property upon exchange of such debt securities in accordance with their
terms, if the Trustee, in good faith, determines it is in the best interest of
such holders to do so.
If an
Event of Default specified in clause (6) above occurs with respect to Maiden NA
or Maiden and is continuing, then the principal of all the debt securities and
interest, if any, thereon shall automatically become immediately due and
payable. If any other Event of Default with respect to the debt
securities of any series occurs and is continuing, either the Trustee or the
holders of at least 25% in aggregate principal amount of the debt securities of
that series then outstanding may declare the principal of, or if debt securities
of that series are original issue discount securities, such lesser amount as may
be specified in the terms of that series of debt securities, and interest, if
any, thereon to be due and payable immediately. However, upon
specified conditions, the holders of a majority in aggregate principal amount of
the debt securities of that series then outstanding may rescind and annul any
such acceleration and its consequences.
The
Indenture provides that no holders of debt securities of any series may
institute any proceedings, judicial or otherwise, with respect to the Indenture,
or for the appointment of a receiver or Trustee, or for any remedy thereunder,
except in the case of failure of the Trustee, for 60 days, to act after it has
received a written request to institute proceedings in respect of an Event of
Default from the holders of at least 25% in aggregate principal amount of the
outstanding debt securities of that series, as well as an offer of indemnity
reasonably satisfactory to it, and no inconsistent direction has been given to
the Trustee during such 60 day period by the holders of a majority in aggregate
principal amount of the debt securities of that
series. Notwithstanding any other provision of the Indenture, the
holder of a debt security will have the right, which is absolute and
unconditional, to receive payment of the principal of and premium, if any, and
interest, if any, and any Additional Amounts on that debt security on the
respective due dates for those payments and, in the case of any debt security
which is exchangeable for other securities or property, to exchange that debt
security in accordance with its terms, and to institute suit for the enforcement
of those payments and any right to effect such exchange, and this right shall
not be impaired without the consent of such holder.
Subject
to the provisions of the Trust Indenture Act requiring the Trustee, during the
continuance of an Event of Default under the Indenture, to act with the
requisite standard of care, the Trustee is under no obligation to exercise any
of its rights or powers under the Indenture at the request or direction of any
of the holders of debt securities of any series unless those holders have
offered the Trustee reasonable indemnity. The holders of a majority
in aggregate principal amount of the outstanding debt securities of any series
will have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or of exercising any trust
or power conferred upon the Trustee.
Within
120 days after the close of each fiscal year, Maiden NA and Maiden, as
guarantor, must deliver to the Trustee an officers’ certificate stating whether
or not each certifying officer has knowledge of any default under the Indenture
and, if so, specifying each such default and the nature and status
thereof.
Modification,
Waivers, and Meetings
The
Indenture permits Maiden NA, Maiden, as guarantor, and the Trustee, with the
consent of the holders of a majority in aggregate principal amount of the
outstanding debt securities of each series issued under the Indenture and
affected by a modification or amendment (voting as separate classes), to modify
or amend any of the provisions of the Indenture or of the debt securities of the
applicable series or the rights of the holders of the debt securities of the
applicable series under the Indenture. However, no modification or
amendment shall, among other things:
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change
the stated maturity of the principal of, or premium, if any, or any
installment of interest, if any, on or any Additional Amounts, if any,
with respect to any debt securities,
or
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·
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reduce
the principal of or any premium on any debt securities or reduce the rate
(or modify the calculation of such rate) of interest on or the redemption
or repurchase price of any debt securities, or any Additional Amounts with
respect to any debt securities, or change Maiden NA’s obligation to pay
Additional Amounts, or
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·
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reduce
the amount of principal of any original issue discount securities that
would be due and payable upon acceleration of the maturity of any debt
security, or
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·
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adversely
affect any right of repayment or repurchase at the option of any holder,
or
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·
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release
Maiden, as guarantor, from any of its obligations under its guarantee or
the Indenture other than in accordance with the terms of the
Indenture,
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·
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change
any place where or the currency in which any debt securities are payable,
or
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·
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adversely
affect the right, if any, of holders to exchange any debt securities for
other securities or property in accordance with their terms,
or
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impair
the holder’s right to institute suit to enforce the payment of any debt
securities on or after their stated maturity or the right to exchange any
debt securities in accordance with their terms,
or
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·
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reduce
the percentage of the outstanding debt securities of any series whose
holders must consent to any modification or amendment or any waiver of
compliance with specific provisions of such Indenture or specified
defaults under the Indenture and their consequences,
or
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·
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reduce
the requirements for a quorum or voting at a meeting of holders of the
applicable debt securities,
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without,
in each case, obtaining the consent of the holder of each outstanding debt
security affected by the modification or amendment.
The
Indenture also contains provisions permitting Maiden NA, Maiden, as guarantor,
and the Trustee, without the consent of the holders of any debt securities, to
modify or amend the Indenture, among other things:
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to
add to the Events of Default or covenants in a manner that benefits the
holders of all or any series of debt securities issued under the
Indenture;
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to
provide for security of debt securities of any series or add
guarantees;
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·
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to
add to or change any provisions of the Indenture to facilitate the
issuance of bearer securities;
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to
establish the form or terms of debt securities of any series and any
related coupons;
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·
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to
cure any ambiguity or correct or supplement any provision in such
Indenture which may be defective or inconsistent with other provisions in
the Indenture, or to make any other provisions with respect to matters or
questions arising under the Indenture,
or to make any
change necessary to comply with any requirement of the SEC in connection
with the Indenture under the Trust Indenture Act, in each case which shall
not adversely affect the interests of the holders of any series of debt
securities;
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·
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to
amend or supplement any provision contained in the Indenture, provided
that the amendment or supplement does not apply to any outstanding debt
securities issued before the date of the amendment or supplement and
entitled to the benefits of that provision;
or
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·
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to
conform the terms of the Indenture or the debt securities to the
description thereof contained in any prospectus or other offering document
or memorandum relating to the offer and sale of those debt
securities.
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The
holders of a majority in aggregate principal amount of the outstanding debt
securities of any series may waive Maiden NA’s or Maiden’s compliance with some
of the restrictive provisions of the Indenture, which may include covenants, if
any, which are specified in the applicable prospectus supplement. The
holders of a majority in aggregate principal amount of the outstanding debt
securities of any series may, on behalf of all holders of debt securities of
that series, waive any past default under the Indenture with respect to the debt
securities of that series and its consequences, except a default (i) in the
payment of the principal of, or premium, if any, or interest, if any, on the
debt securities of that series, (ii) in the delivery of securities or property
upon the exchange of any debt securities of that series in accordance with their
terms, or (iii) in respect of a covenant or provision which cannot be modified
or amended without the consent of the holder of each outstanding debt security
of the affected series.
The
Indenture contains provisions for convening meetings of the holders of a series
of debt securities. A meeting may be called at any time by the
Trustee, and also, upon Maiden NA’s request, or the request of holders of at
least 10% in aggregate principal amount of the outstanding debt securities of a
series. Notice of a meeting must be given in accordance with the
provisions of the Indenture. Except for any consent which must be
given by the holder of each outstanding debt security affected in the manner
described above, any resolution presented at a meeting or adjourned meeting duly
reconvened at which a quorum, as described below, is present may be adopted by
the affirmative vote of the holders of a majority in aggregate principal amount
of the outstanding debt securities of that series. However, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver, or other action which may be made, given or taken by
the holders of a specified percentage, other than a majority, in aggregate
principal amount of the outstanding debt securities of a series may be adopted
at a meeting or adjourned meeting duly reconvened at which a quorum is present
by the affirmative vote of the holders of that specified percentage in aggregate
principal amount of the outstanding debt securities of that
series. Any resolution passed or decision taken at any meeting of
holders of debt securities of any series duly held in accordance with the
Indenture will be binding on all holders of debt securities of that series and
the related coupons, if any. The quorum at any meeting called to
adopt a resolution, and at any reconvened meeting, will be persons holding or
representing a majority in aggregate principal amount of the outstanding debt
securities of a series, subject to exceptions; provided, however, that if any
action is to be taken at that meeting with respect to a consent or waiver which
may be given by the holders of a supermajority in aggregate principal amount of
the outstanding debt securities of a series, the persons holding or representing
that specified supermajority percentage in aggregate principal amount of the
outstanding debt securities of that series will constitute a
quorum.
Discharge,
Defeasance, and Covenant Defeasance
Satisfaction
and Discharge
Upon
Maiden NA’s direction, the Indenture shall cease to be of further effect with
respect to the debt securities of any series specified by Maiden NA, subject to
the survival of specified provisions of the Indenture, including Maiden NA’s
obligation to repurchase such debt securities at the option of the holders
thereof or to exchange such debt securities into other securities or property in
accordance with their terms, if applicable, and Maiden NA’s obligation to pay
Additional Amounts in respect of such debt securities to the extent described
below, when:
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either
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(A) all
outstanding debt securities of that series and, in the case of bearer
securities, all related coupons have been delivered to the Trustee for
cancellation, subject to exceptions, or
(B) all
debt securities of that series and, if applicable, any related coupons have
become due and payable or will become due and payable at their maturity within
one year or are to be called for redemption within one year, and Maiden NA has
deposited with the Trustee, in trust, funds in the currency in which the debt
securities of that series are payable in an amount sufficient to pay the entire
indebtedness on the debt securities of that series and, if applicable, related
coupons, including the principal thereof and, premium, if any, and interest, if
any, thereon, and, to the extent that (x) the debt securities of that series
provide for the payment of Additional Amounts and (y) the amount of any
Additional Amounts which are or will be payable is at the time of deposit
reasonably determinable by Maiden NA, in the exercise of its sole discretion,
those Additional Amounts, to the date of such deposit, if the debt securities of
that series have become due and payable, or to the maturity or redemption date
of the debt securities of that series, as the case may be;
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·
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Maiden
NA has paid all other sums payable under the Indenture with respect to the
debt securities of that series (including amounts payable to the Trustee);
and
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·
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the
Trustee has received an officers’ certificate and an opinion of counsel to
the effect that all conditions precedent to the satisfaction and discharge
of the Indenture have been
satisfied.
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If the
debt securities of any series provide for the payment of Additional Amounts,
Maiden NA will remain obligated, following the deposit described above, to pay
Additional Amounts on those debt securities to the extent that they exceed the
amount deposited in respect of those Additional Amounts as described
above.
Defeasance
and Covenant Defeasance
Unless
otherwise specified in the applicable prospectus supplement, Maiden NA may elect
with respect to the debt securities of the particular series
either:
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·
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to
defease and discharge itself and Maiden, as guarantor, from any and all
obligations with respect to those debt securities (“full defeasance”),
except for, among other things:
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(1)
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the
obligation to pay Additional Amounts, if any, upon the occurrence of
specified events of taxation, assessment, or governmental charge with
respect to payments on those debt securities to the extent that those
Additional Amounts exceed the amount deposited in respect of those amounts
as provided below;
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(2)
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the
obligations to register the transfer or exchange of those debt
securities;
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(3)
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the
obligation to replace temporary or mutilated, destroyed, lost, or stolen
debt securities;
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(4)
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the
obligation to maintain an office or agency in respect of those debt
securities;
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(5)
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the
obligation to hold moneys for payment in respect of those debt securities
in trust; and
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(6)
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the
obligation, if applicable, to repurchase those debt securities at the
option of the holders thereof or to exchange those debt securities for
other securities or property in accordance with their terms,
or
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·
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to
be released from its obligations and to release Maiden, as guarantor, of
its obligations with respect to those debt securities under certain
covenants in the Indenture and, if applicable, other covenants as may be
specified in the applicable prospectus supplement, and any omission to
comply with those obligations shall not constitute a default or an Event
of Default with respect to those debt securities (“covenant
defeasance”),
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in either
case upon the irrevocable deposit with the Trustee, or other qualifying Trustee,
in trust for that purpose, of an amount in the currency in which those debt
securities are payable at maturity or, if applicable, upon redemption, and/or
government obligations which through the payment of principal and interest in
accordance with their terms will provide money, in an amount sufficient to pay
the principal of and any premium and any interest on, and, to the extent that
(x) those debt securities provide for the payment of Additional Amounts and (y)
the amount of the Additional Amounts which are or will be payable is at the time
of deposit reasonably determinable by Maiden NA, in the exercise of its sole
discretion, the Additional Amounts with respect to, those debt securities, and
any mandatory sinking fund or analogous payments on those debt securities, on
the due dates for those payments, whether at maturity, upon redemption, upon
repayment at the option of the holder or otherwise.
The full
defeasance or covenant defeasance described above shall only be effective if,
among other things:
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·
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it
shall not result in a breach or violation of, or constitute a default
under, the Indenture or any other material agreement or instrument to
which Maiden NA, Maiden, as guarantor, or any of their subsidiaries are a
party or are bound;
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·
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in
the case of full defeasance, Maiden NA shall have delivered to the Trustee
an opinion of independent counsel reasonably acceptable to the Trustee
confirming that:
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(A)
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Maiden
NA has received from, or there has been published by, the Internal Revenue
Service a ruling; or
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(B)
|
since
the date of the Indenture, there has been a change in applicable federal
income tax law,
|
in either
case to the effect that, and based on this ruling or change the opinion of
counsel shall confirm that, the holders of the debt securities of the applicable
series will not recognize income, gain or loss for U.S. federal income tax
purposes as a result of the full defeasance and will be subject to U.S. federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if the defeasance had not occurred;
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·
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in
the case of covenant defeasance, Maiden NA shall have delivered to the
Trustee an opinion of independent counsel reasonably acceptable to the
Trustee to the effect that the holders of the debt securities of the
applicable series will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of the covenant defeasance and will be
subject to U.S. federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if the covenant
defeasance had not occurred;
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·
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if
the cash and government obligations deposited are sufficient to pay the
outstanding debt securities of the applicable series on a particular
redemption date, Maiden NA shall have given the Trustee irrevocable
instructions to redeem those debt securities on that
date;
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·
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no
Event of Default or default which with notice or lapse of time or both
would become an Event of Default with respect to debt securities of the
applicable series shall have occurred and be continuing on the date of the
deposit into trust; and, solely in the case of full defeasance, no Event
of Default arising from specified events of bankruptcy, insolvency, or
reorganization with respect to Maiden NA, Maiden, as guarantor, or any of
their Significant Subsidiaries or default which with notice or lapse of
time or both would become such an Event of Default shall have occurred and
be continuing during the period ending on the 91st day after the date of
the deposit into trust; and
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·
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Maiden
NA shall have delivered to the Trustee an officers’ certificate and legal
opinion to the effect that all conditions precedent to the full defeasance
or covenant defeasance, as the case may be, have been
satisfied.
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In the
event Maiden NA effects covenant defeasance with respect to debt securities of
any series and those debt securities are declared due and payable because of the
occurrence of any Event of Default other than an Event of Default with respect
to the covenants as to which covenant defeasance has been effected, which
covenants would no longer be applicable to the debt securities of that series
after covenant defeasance, the amount of monies and/or government obligations
deposited with the Trustee to effect covenant defeasance may not be sufficient
to pay amounts due on the debt securities of that series at the time of any
acceleration resulting from that Event of Default. However, Maiden NA
would remain liable to make payment of those amounts due at the time of
acceleration.
The
applicable prospectus supplement may further describe the provisions, if any,
permitting or restricting full defeasance or covenant defeasance with respect to
the debt securities of a particular series.
Concerning
the Trustee
The
Indenture provides that there may be more than one Trustee under the Indenture,
each with respect to one or more series of debt securities. If there are
different Trustees for different series of debt securities, each Trustee will be
a Trustee separate and apart from any other Trustee under the Indenture. Unless
otherwise indicated in any applicable prospectus supplement, any action
permitted to be taken by a Trustee may be taken by such Trustee only with
respect to the one or more series of debt securities for which it is the Trustee
under the Indenture. Any Trustee under the Indenture may resign or be removed
with respect to one or more series of debt securities. All payments of principal
of, and premium, if any, and interest on, and all registration, transfer,
exchange, authentication and delivery (including authentication and delivery on
original issuance of the debt securities) of, the debt securities of a series
will be effected by the Trustee with respect to that series at an office
designated by the trustee in Wilmington, Delaware.
Under the
Trust Indenture Act, the Indenture is deemed to contain limitations on the right
of the Trustee, should it become a creditor of Maiden NA or Maiden, as
guarantor, to obtain payment of claims in some cases or to realize on certain
property received in respect of any such claim as security or otherwise. The
Trustee may engage in other transactions with Maiden NA or Maiden. If it
acquires any conflicting interest relating to any of its duties with respect to
the debt securities, however, it must eliminate the conflict or resign as
Trustee.
The
holders of a majority in aggregate principal amount of any series of debt
securities then outstanding will have the right to direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
Trustee with respect to such series of debt securities, provided that the
direction would not conflict with any rule of law or with the Indenture or with
any series of debt securities or with any series of debt securities, such
direction would not be unduly prejudicial to the rights of another holders of
the debt securities (or any other series), and the Trustee may take any other
action deemed proper by the Trustee which is not inconsistent with such
direction. The Trustee will be under no obligation to exercise any of its rights
or powers under the Indenture at the request of any of the holders of the debt
securities, unless they shall have offered to the Trustee security and indemnity
reasonably satisfactory to the Trustee.
Wilmington
Trust Company is the Trustee under the Indenture. We maintain corporate trust
relationships in the ordinary course of business with the Trustee.
Governing
Law
The
Indenture, the debt securities and the guarantees will be governed by, and
construed in accordance with, the laws of the State of New
York.
DESCRIPTION OF
WARRANTS
This section describes the
general terms and provisions of the warrants we may issue for the purchase of
securities that may be offered under this prospectus. We may issue warrants
independently or together with other securities offered by any prospectus
supplement and may attach warrants to those securities. Each series of warrants
will be issued under a separate warrant agreement to be entered into between us
and a bank or trust company, as warrant agent, all as set forth in the
applicable prospectus supplement relating to the particular issue of the
warrants. The warrant agent will act solely as our agent in connection with
warrant certificates evidencing the warrants and will not assume any obligation
or relationship of agency or trust for or with any holders of certificates
evidencing warrants or beneficial owners of warrants.
The
following describes certain general terms and provisions of warrants we may
offer. We will set forth further terms of the warrants and the applicable
warrant agreement in the applicable prospectus supplement.
Warrants
The applicable prospectus
supplement relating to a particular issue of warrants to issue preference
shares, depositary shares, common shares or other securities will describe the
terms of those warrants, including the following, if
applicable:
|
·
|
the
title of the warrants;
|
|
·
|
the
offering price for the warrants, if
any;
|
|
·
|
the
aggregate number of the warrants;
|
|
·
|
the
designation and terms of the securities purchasable upon exercise of the
warrants;
|
|
·
|
the
designation and terms of the securities that the warrants are issued with
and the number of warrants issued with each
security;
|
|
·
|
the
date from and after which the warrants and any securities issued with the
warrants will be separately
transferable;
|
|
·
|
the
number of securities that may be purchased upon exercise of a warrant and
the price at which the securities may be purchased upon
exercise;
|
|
·
|
the
dates on which the right to exercise the warrants will commence and
expire;
|
|
·
|
the
minimum or maximum amount of the warrants that may be exercised at any one
time;
|
|
·
|
the
currency or currency units in which the offering price, if any, and the
exercise price are payable;
|
|
·
|
a
discussion of material United States federal income tax
considerations;
|
|
·
|
anti-dilution
provisions of the warrants, if any;
|
|
·
|
redemption
or call provisions, if any, applicable to the
warrants;
|
|
·
|
any
additional terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the
warrants; and
|
|
·
|
any
other information we think is important about the
warrants.
|
Exercise of
Warrants
Each warrant will entitle the
holder of the warrant to purchase at the exercise price set forth in the
applicable prospectus supplement the principal amount or number of securities
being offered. Holders may exercise warrants at any time up to the close of
business on the expiration date set forth in the applicable prospectus
supplement. After the close of business on the expiration date, unexercised
warrants are void. Holders may exercise warrants as set forth in the prospectus
supplement relating to the warrants being offered.
Until a holder exercises the
warrants to purchase our securities, the holder will not have any rights as a
holder of the applicable underlying securities by virtue of ownership of
warrants.
DESCRIPTION OF
UNITS
We may,
from time to time, issue units comprised of one or more of the other securities
that may be offered under this prospectus, in any combination. Each unit will be
issued so that the holder of the unit is also the holder of each security
included in the unit. Thus, the holder of a unit will have the rights and
obligations of a holder of each included security. The unit agreement under
which a unit is issued may provide that the securities included in the unit may
not be held or transferred separately at any time, or at any time before a
specified date.
Any
applicable prospectus supplement will describe:
|
·
|
the
material terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may be
held or transferred separately;
|
|
·
|
any
material provisions relating to the issuance, payment, settlement,
transfer or exchange of the units or of the securities comprising the
units; and
|
|
·
|
any
material provisions of the governing unit agreement that differ from those
described above.
|
PLAN OF
DISTRIBUTION
We or Maiden NA may sell the
offered securities in four ways: (i) to or through underwriters;
(ii) to or through dealers; (iii) through agents and
(iv) directly or through our or Maiden NA’s subsidiaries to purchasers. If
we or Maiden NA sell the offered securities directly or through our or Maiden
NA’s subsidiaries to purchasers, we or Maiden NA will only do so if our or
Maiden NA’s employees, as applicable, and other associated persons acting on our
or Maiden NA’s behalf in connection with the sale of the offered securities are
not deemed to be “brokers” under the Exchange Act or otherwise qualify for the
exemption under Rule 3a4-1 of the Exchange Act or any similar rule or
regulation as the SEC may adopt and which shall be in effect at the
time.
We or Maiden NA may
distribute the offered securities from time to time in one or more transactions
at (i) a fixed price or prices, which may be changed, (ii) at market prices
prevailing at the time of sale, (iii) at prices related to such market
prices or (iv) at negotiated prices.
If underwriters are used in
the offering of the offered securities, the names of the managing underwriter or
underwriters and any other underwriters and certain terms of the offering,
including compensation of the underwriters and dealers, if any, will be set
forth in the applicable prospectus supplement. Only underwriters named in the
applicable prospectus supplement will be deemed to be underwriters in connection
with the offered securities described in that prospectus supplement. Firms not
so named will have no direct or indirect participation in the underwriting of
such securities, although such a firm may participate in the distribution of
those securities under circumstances entitling that firm to a dealer’s
commission. It is anticipated that any underwriting agreement pertaining to any
offered securities will (i) entitle the underwriters to indemnification by
us or Maiden NA, as the case may be, against certain civil liabilities,
including liabilities under the Securities Act, or to contribution for payments
which the underwriters may be required to make in respect thereof,
(ii) provide that the obligations of the underwriters will be subject to
certain conditions precedent and (iii) provide that the underwriters
generally will be obligated to purchase all of the offered securities if any are
purchased.
We or Maiden NA also may sell
the offered securities to a dealer as principal. If we or Maiden NA sell the
offered securities to a dealer as a principal, then the dealer may resell those
securities to the public at varying prices to be determined by such dealer at
the time of resale. The name of the dealer and the terms of the transactions
will be set forth in the applicable prospectus supplement.
The offered securities also
may be offered through agents we or Maiden NA may designate from time to time.
The applicable prospectus supplement will contain the name of any such agent and
the terms of its agency. Unless otherwise indicated in the prospectus
supplement, any such agent will act on a best efforts basis for the period of
its appointment.
As one of the means of direct
issuance of the offered securities, we or Maiden NA may utilize the services of
any available electronic auction system to conduct an electronic “dutch auction”
of the offered securities among potential purchasers who are eligible to
participate in the auction of such securities, if so described in the prospectus
supplement.
Dealers and agents named in a
prospectus supplement may be deemed to be underwriters (within the meaning of
the Securities Act) of the securities described in the prospectus supplement
and, under agreements which may be entered into with us or Maiden NA, may be
entitled to indemnification by us or Maiden NA, as applicable, against certain
civil liabilities, including liabilities under the Securities Act, or to
contribution for payments which they may be required to make in respect of those
liabilities.
The preference shares,
depositary shares, debt securities, warrants and units, when first issued, will
have no established trading market. Any underwriters or agents to or through
whom offered securities are sold by us or Maiden NA for public offering and sale
may make a market in such offered securities, but the underwriters or agents
will not be obligated to do so and may discontinue any market making at any time
without notice. No assurance can be given as to the liquidity of the trading
market for any offered securities. The applicable prospectus supplement will set
forth whether or not underwriters or agents may over-allot or effect
transactions that stabilize, maintain or otherwise affect the market price of
debt securities offered thereby at levels above those that might otherwise
prevail in the open market, including, for example, by entering stabilizing
bids, effecting syndicate covering transactions or imposing penalty
bids.
In compliance with guidelines
of the Financial Industry Regulatory Authority (“FINRA”), the maximum
consideration or discount to be received by any FINRA member or independent
broker dealer may not exceed 8% of the aggregate amount of the securities
offered pursuant to this prospectus and any applicable prospectus
supplement.
Underwriters, dealers and
agents may engage in transactions with us or Maiden NA, or perform services for
us or Maiden NA in the ordinary course of business.
Offers to purchase the
offered securities may be solicited directly by us or Maiden NA or through our
or Maiden NA’s subsidiaries and sales thereof may be made by us or Maiden NA
directly to institutional investors or others. The terms of any such sales will
be described in the applicable prospectus supplement.
LEGAL
MATTERS
The legality of the
securities under Bermuda law will be passed upon for us by
Conyers Dill & Pearman
Limited, Bermuda. The legality of the debt securities, the guarantees and the
depositary shares under Delaware and New York law
will be passed upon for us
and Maiden NA by Sidley Austin
LLP
, New York, New York. The
legality of the securities for any underwriters, dealers or agents will be
passed upon by counsel as may be specified in the applicable prospectus
supplement.
EXPERTS
BDO Seidman, LLP, an
independent registered public accounting firm, has audited our consolidated
financial statements and schedules, included in our Annual Report on Form 10-K
for the year ended December 31, 2009, the effectiveness of our internal
control over financial reporting as of December 31, 2009 (which is included
in Management’s Report on Internal Control over Financial Reporting), as set
forth in their reports, which are incorporated by reference in this prospectus
and elsewhere in the registration statement. Our financial statements and
schedules and management’s assessment of the effectiveness of internal control
over financial reporting audited by BDO Seidman, LLP are incorporated by
reference in reliance upon their reports, given on their authority as experts in
accounting and auditing.
ENFORCEABILITY
OF CIVIL LIABILITIES UNDER U.S. FEDERAL SECURITIES LAWS
We are a
Bermuda exempted company. As a result, the rights of holders of our
common shares will be governed by Bermuda law and our memorandum of association
and bye-laws. The rights of shareholders under Bermuda law may differ
from the rights of shareholders of companies incorporated in other
jurisdictions. Some of the experts named in this
prospectus reside outside the United States, and a substantial portion
of our assets are located outside the United States. As a result, it
may be difficult for investors to effect service of process on those persons in
the United States or to enforce in the United States judgments obtained in U.S.
courts against us or those persons based on the civil liability provisions of
the U.S. securities laws. It is doubtful whether courts in Bermuda
will enforce judgments obtained in other jurisdictions, including the United
States, against us or our directors or officers under the securities laws of
those jurisdictions or entertain actions in Bermuda against us or our directors
or officers under the securities laws of other jurisdictions.
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item
14.
Other Expenses of Issuance
and Distribution
The following table sets
forth an estimate of the expenses payable in connection with the issuance and
distribution of the securities being registered, other than underwriting
discounts or commissions. All amounts shown are estimates, except the SEC
registration fee, and will be borne by Maiden and/or Maiden
NA.
|
SEC
registration fee
|
$ |
34,830
|
||
|
Legal
fees and expenses (other than Blue Sky)
|
200,000 | |||
|
Accounting
fees and expenses
|
100,000 | |||
|
Trustee’s
fees and expenses
|
10,000 | |||
| Blue Sky fees and expenses | 5,000 | |||
|
Transfer
agent fees and expenses
|
5,000 | |||
| Rating agency fees | 150,000 | |||
|
NASDAQ
listing fees
|
10,000 | |||
|
Printing
fees and expenses
|
75,000 | |||
|
Miscellaneous
|
10,170 | |||
|
Total
|
$ | 600,000 |
Item
15.
Indemnification of Directors
and Officers
Maiden
Holdings, Ltd.
Maiden is
a Bermuda exempted company. Section 98 of the Companies Act provides generally
that a Bermuda
company may indemnify its
directors, officers and auditors against any liability which by virtue of any
rule of law would otherwise be imposed on them in respect of any negligence,
default, breach of duty or breach of trust, except in cases where such liability
arises from fraud or dishonesty of which such director, officer or auditor may
be guilty in relation to the company. Section 98 further provides that a Bermuda
company may indemnify its directors, officers and auditors against any liability
incurred by them in defending any proceedings, whether civil or criminal, in
which judgment is awarded in their favor or in which they are acquitted or
granted relief by the Supreme Court of Bermuda pursuant to section 281 of the
Companies Act.
Maiden
has adopted provisions in its bye-laws that provide that Maiden will indemnify
its officers and directors in respect of their actions and omissions, except in
respect of their fraud or dishonesty. Maiden’s bye-laws provide that the
shareholders waive all claims or rights of action that they might have,
individually or in right of Maiden, against any of Maiden’s directors or
officers for any act or failure to act in the performance of such director’s or
officer’s duties, except in respect of any fraud or dishonesty of such director
or officer. Section 98A of the Companies Act permits Maiden to purchase and
maintain insurance for the benefit of any officer or director in respect of any
loss or liability attaching to him in respect of any negligence, default, breach
of duty or breach of trust, whether or not Maiden may otherwise indemnify such
officer or director. Maiden has purchased and maintains a directors’ and
officers’ liability policy for such a purpose. In addition, Maiden has entered
into indemnification agreements with its directors and officers.
The
options granted to Maiden’s officers, its employees and non-employees will vest
in installments over a period of four years. The options granted to Maiden’s
non-employee directors will vest on the first anniversary of the date of grant.
The options were granted pursuant to the exemption provided by Section 4(2)
under the Securities Act for transactions not involving a public
offering.
Maiden
Holdings North America, Ltd.
Certificate
of Incorporation
Article
Eighth of the Certificate of Incorporation of Maiden NA provides that a director
will not be personally liable to Maiden NA or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (1) for
any breach of the director’s duty of loyalty to Maiden NA or its stockholders,
(2) for acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of the law, (3) under Section 174 of the
Delaware General Corporation Law (the “DGCL”) for unlawful payment of dividends
or improper redemption of stock or (4) for any transaction from which the
director derived an improper personal benefit. In addition, if the DGCL is
amended to authorize the further elimination or limitation of the liability of
directors, then the liability of a director, in addition to the limitation on
personal liability provided for in Maiden NA’s Certificate of Incorporation,
will be limited to the fullest extent permitted by the amended
DGCL.
The
DGCL
Subsection
(a) of Section 145 of the DGCL empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that such perso is or was a director,
officer, employee or agent of the corporation or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding if such person
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation, and with respect to any
criminal action or proceeding, had no reasonable cause to believe such person’s
conduct was unlawful.
Subsection
(b) of Section 145 of the DGCL empowers a corporation to indemnify any person
who was or is a party or threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorney’s
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which the action or suit was brought shall determine upon application
that, despite the adjudication of liability, but in view of all the
circumstances of the case the person is fairly and reasonably entitled to
indemnity for the expenses which the court shall deem proper.
Section
145 of the DGCL further provides that, to the extent a present or former
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) or in the defense of any claim, issue or matter therein,
the person shall be indemnified against expenses (including attorneys’ fees)
actually and reasonably incurred in connection therewith; that indemnification
provided for by Section 145 of the DGCL shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; the right to
indemnification and advancement of expenses arising under a provision of the
certificate of incorporation or by-laws shall not be eliminated or impaired by
an amendment to such provision after the occurrence of the act or omission that
is the subject of civil, criminal, administrative or investigative action, suit
or proceeding for which indemnification or advancement of expenses is sought,
unless the provision in effect at the time of such act or commission explicitly
authorizes such elimination or impairment after such act or omission has
occurred; and that the scope of indemnification extends to directors, officers,
employees or agents of a constituent corporation absorbed in a consolidation or
merger and persons serving in that capacity at the request of the constituent
corporation for another. Section 145 of the DGCL also empowers the corporation
to purchase and maintain insurance on behalf of a director, officer, employee or
agent of the corporation against any liability asserted against or incurred by
the person in any such capacity or arising out of the person’s status as such,
whether or not the corporation would have the power to indemnify the person
against such liabilities under Section 145 of the DGCL.
Insurance
Maiden
and Maiden NA have obtained directors’ and officers’ insurance to cover their
respective directors, officers and some of Maiden’s employees for certain
liabilities incurred in their capacities as such.
Item
16. Exhibits
|
Exhibit No.
|
Description of Document
|
|
|
1.1
|
Form
of Underwriting Agreement (1)
|
|
|
4.1
|
Form
of Common Share Certificate of Maiden Holdings, Ltd.
(2)
|
|
|
4.2
|
Form
of Indenture for Debt Securities by and among Maiden Holdings North
America, Ltd., Maiden Holdings, Ltd., as guarantor, and Wilmington Trust
Company, as trustee
|
|
|
4.3
|
Form
of Debt Securities (1)
|
|
| 4.4 |
Form
of Guarantee (included as Annex A to the Form of Indenture for Debt
Securities filed as Exhibit 4.2 hereto)
|
|
|
4.5
|
Form
of Certificate of Designation, Preferences and Rights for Preference
Shares (1)
|
|
|
4.6
|
Form
of Deposit Agreement (including form of Deposit Certificate)
(1)
|
|
|
4.7
|
Form
of Warrant Agreement (including form of Warrant Certificate)
(1)
|
|
|
4.8
|
Form
of Unit Agreement (including form of Unit Certificate)
(1)
|
|
|
5.1
|
Opinion of Conyers Dill
& Pearman Limited as to legality of the securities being registered,
including consent
|
|
|
5.2
|
Opinion of Sidley
Austin LLP as to legality of the debt securities and guarantees being
registered, including consent
|
|
|
12.1
|
Statement
re: Computation of Ratio of Earnings to Fixed Charges
|
|
|
23.1
|
Consent
of
BDO USA,
LLP,
Independent Registered Public Accounting
Firm
|
|
|
23.2
|
Consent
of
Conyers Dill
& Pearman Limited
(included in Exhibit 5.1)
|
|
|
23.3
|
Consent
of
Sidley Austin
LLP
(included in Exhibit 5.2)
|
|
|
24.1
|
Power
of Attorney of Directors
of
Maiden
Holdings, Ltd
.
|
|
|
24.2
|
Power
of Attorney of Directors
of
Maiden
Holdings North America, Ltd
.
|
|
|
25.1
|
Form T-1
Statement of Eligibility under the Trust Indenture Act of 1939 of the
Trustee under the Indenture with respect to the debt securities and
guarantees
|
|
|
99.1
|
|
Form
F-N (filed concurrently with this registration
statement)
|
|
(1)
|
To
be filed, if necessary, as an exhibit to a post-effective amendment to
this registration statement or as an exhibit to a Current Report on Form
8-K to be filed in connection with a specific offering, and incorporated
herein by reference.
|
|
(2)
|
Incorporated
by reference to the filing of such exhibit with Maiden Holdings, Ltd.’s
Form S-1, as initially filed with the SEC on September 18, 2007, and
subsequently amended and declared effective May 6, 2008 (File No.
333-146137).
|
Item
17.
Undertakings
(a) Each
of the undersigned registrants hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement;
provided
,
however
, that paragraphs
(a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement
is on Form S-3 and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Commission by such registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(i)(A) Each
prospectus filed by such registrant pursuant to Rule 424(b)(3) shall be deemed
to be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(i)(B) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial
bona
fide
offering thereof.
Provided
,
however
, that no statement
made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the
registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective
date.
(b) Each
of the undersigned registrants hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of such
registrant’s annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering
thereof.
(c) Each
of the undersigned registrants hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Each
of the undersigned registrants hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of any registrant
pursuant to the provisions described in Item 15 above, or otherwise, each
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
such registrant of expenses incurred or paid by a director, officer or
controlling person of such registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, such registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda,
on February 7, 2011.
|
MAIDEN
HOLDINGS, LTD.
|
||
|
By:
|
/s/ Arturo M. Raschbaum
|
|
|
Name: Arturo
M. Raschbaum
|
||
|
Title: President
and Chief Executive Officer
|
||
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by
the following persons in the capacities and on the dates
indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/ Arturo M. Raschbaum
|
President
and Chief Executive Officer
(
Principal Executive
Officer
)
|
February
7, 2011
|
||
|
Arturo
M. Raschbaum
|
||||
|
/s/ John Marshaleck
|
Chief
Financial Officer
(
Principal Financial and
Accounting Officer
)
|
February
7, 2011
|
||
|
John
Marshaleck
|
||||
|
/s/ Barry D. Zyskind*
|
Chairman
|
February
7, 2011
|
||
|
Barry
D. Zyskind
|
||||
|
/s/ Raymond M. Neff*
|
Director
|
February
7, 2011
|
||
|
Raymond
M. Neff
|
||||
|
/s/ Simcha G. Lyons*
|
Director
|
February
7, 2011
|
||
|
Simcha
G. Lyons
|
||||
|
/s/ Yehuda L. Neuberger*
|
Director
|
February
7, 2011
|
||
|
Yehuda
L. Neuberger
|
||||
|
/s/ Steven H. Nigro*
|
Director
|
February
7, 2011
|
||
| Steven H. Nigro | ||||
|
|
||||
|
/s/ Lawrence F. Metz
|
Authorized
Representative in
the
United States
|
February
7, 2011
|
||
|
Lawrence
F. Metz
|
|
*
|
The
undersigned, pursuant to a Power of Attorney executed by each of the
Directors identified above and filed with the SEC, by signing his name
hereto, does hereby sign and execute this Registration Statement on behalf
of each of the persons noted above, in the capacities
indicated.
|
|
/s/ Lawrence F.
Metz
|
|
|
Lawrence F. Metz,
Attorney-in-Fact
|
|
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in
Mount Laurel, New
Jersey
, on
February 7, 2011.
|
MAIDEN
HOLDINGS NORTH AMERICA, LTD.
|
||
|
By:
|
/s/ Lawrence F. Metz
|
|
|
Name: Lawrence
F. Metz
|
||
|
Title: Secretary
|
||
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by
the following persons in the capacities and on the dates
indicated.
|
Signature
|
Title
|
Date
|
||
|
/s/ Karen Schmitt
|
President
and Director
(
Principal Executive
Officer
)
|
February
7, 2011
|
||
|
Karen
Schmitt
|
||||
|
/s/ Paul W. Hawk
|
Vice
President, Treasurer and Director
(
Principal Financial and
Accounting Officer
)
|
February
7, 2011
|
||
|
Paul
W. Hawk
|
||||
|
/s/ Arturo M. Raschbaum*
|
Chairman
|
February
7, 2011
|
||
|
Arturo
M. Raschbaum
|
||||
|
/s/ Patrick J. Haveron*
|
Director
|
February
7, 2011
|
||
|
Patrick
J. Haveron
|
||||
|
/s/ Lawrence F. Metz
|
Director
|
February
7, 2011
|
||
|
Lawrence
F. Metz
|
|
*
|
The
undersigned, pursuant to a Power of Attorney executed by each of the
Directors identified above and filed with the SEC, by signing his name
hereto, does hereby sign and execute this Registration Statement on behalf
of each of the persons noted above, in the capacities
indicated.
|
|
/s/ Lawrence F.
Metz
|
|
|
Lawrence F. Metz,
Attorney-in-Fact
|
|
EXHIBIT INDEX
|
Exhibit No.
|
Description of Document
|
|
|
1.1
|
Form
of Underwriting Agreement (1)
|
|
|
4.1
|
Form
of Common Share Certificate of Maiden Holdings, Ltd.
(2)
|
|
|
4.2
|
Form
of Indenture for Debt Securities by and among Maiden Holdings North
America, Ltd., Maiden Holdings, Ltd., as guarantor, and Wilmington Trust
Company, as trustee
|
|
|
4.3
|
Form
of Debt Securities (1)
|
|
| 4.4 |
Form
of Guarantee (included as Annex A to the Form of Indenture for Debt
Securities filed as Exhibit 4.2 hereto)
|
|
|
4.5
|
Form
of Certificate of Designation, Preferences and Rights for Preference
Shares (1)
|
|
|
4.6
|
Form
of Deposit Agreement (including form of Deposit Certificate)
(1)
|
|
|
4.7
|
Form
of Warrant Agreement (including form of Warrant Certificate)
(1)
|
|
|
4.8
|
Form
of Unit Agreement (including form of Unit Certificate)
(1)
|
|
|
5.1
|
Opinion of Conyers Dill
& Pearman Limited as to legality of the securities being registered,
including consent
|
|
|
5.2
|
Opinion of Sidley
Austin LLP as to legality of the debt securities and guarantees being
registered, including consent
|
|
|
12.1
|
Statement
re: Computation of Ratio of Earnings to Fixed Charges
|
|
|
23.1
|
Consent
of
BDO USA,
LLP,
Independent Registered Public Accounting
Firm
|
|
|
23.2
|
Consent
of
Conyers Dill
& Pearman Limited
(included in Exhibit 5.1)
|
|
|
23.3
|
Consent
of
Sidley Austin
LLP
(included in Exhibit 5.2)
|
|
|
24.1
|
Power
of Attorney of Directors
of
Maiden
Holdings, Ltd
.
|
|
|
24.2
|
Power
of Attorney of Directors
of
Maiden
Holdings North America, Ltd
.
|
|
|
25.1
|
Form T-1
Statement of Eligibility under the Trust Indenture Act of 1939 of the
Trustee under the Indenture with respect to the debt securities and
guarantees
|
|
|
99.1
|
Form
F-N (filed concurrently with this registration
statement)
|
|
(1)
|
To
be filed, if necessary, as an exhibit to a post-effective amendment to
this registration statement or as an exhibit to a Current Report on Form
8-K to be filed in connection with a specific offering, and incorporated
herein by reference.
|
|
(2)
|
Incorporated
by reference to the filing of such exhibit with Maiden Holdings, Ltd.’s
Form S-1, as initially filed with the SEC on September 18, 2007, and
subsequently amended and declared effective May 6, 2008 (File No.
333-146137).
|
