Maiden Holdings and Kestrel Group have agreed to a merger, which is able to assist arrange a brand new publicly listed specialty programme group.
As per the agreed phrases, Maiden’s frequent shares will likely be transformed into the appropriate to safe shares in a brand new Bermuda-based entity, which is able to purchase each Maiden and Kestrel.
This deal assigns a price of as much as $167.5m to Kestrel, comprising $40m in money, 55 million frequent shares of the brand new firm valued at $82.5m, and an earnout of as much as $45m payable in frequent shares.
The merged entity will function underneath the title Kestrel Group, with its shares to be listed on Nasdaq.
The management staff for the merged group will embody Luke Ledbetter as CEO, Terry Ledbetter as government chairman, and Pat Haveron as president and CFO.
Submit-merger, Kestrel will preserve its enterprise by way of A.M. Greatest A- FSC XV insurance coverage carriers, that are subsidiaries of AmTrust Monetary Companies.
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Moreover, the mixed firm may have the choice to accumulate these insurers from AmTrust.
The board of administrators for the brand new entity will comprise seven members, with 4 chosen by an affiliate of the Ledbetters, together with two independents, and three chosen by AmTrust, together with two independents.
The completion of the deal is anticipated within the first half of 2025, contingent upon a number of situations corresponding to approval from Maiden shareholders, the expiration of the Hart-Scott-Rodino Antitrust Enhancements Act ready interval, Nasdaq itemizing approval, and different regulatory clearances.
Insurance coverage Advisory Companions is the monetary advisor to Maiden for the deal, with Paul, Weiss, Rifkind, Wharton & Garrison offering authorized counsel.
Appleby is advising the disinterested members of Maiden’s Board. Kestrel is receiving monetary recommendation from Evercore, whereas Skadden, Arps, Slate, Meagher & Flom is dealing with its authorized issues.
Maiden CEO and CFO Pat Haveron mentioned: “The Ledbetters and the broader Kestrel staff have a protracted and confirmed monitor report of success within the specialty programme market, and we look ahead to partnering with them to ship worth to programme managers, MGAs, reinsurers and reinsurance brokers throughout a variety of enticing specialty traces.”
Kestrel president and CEO Luke Ledbetter acknowledged: “The mixture with Maiden will enable us to speed up our development plan and capitalise on beneficial market tailwinds as we proceed our efforts to turn into the main specialty programme group in the US.”
