Kestrel Group and Maiden Holdings finalize merger

PEMBROKE, Bermuda and DALLAS - Kestrel Group LLC and Maiden Holdings, Ltd. (NASDAQ: MHLD) announced today the completion of their merger, resulting in the formation of Kestrel Group Ltd, a new specialty insurance programs provider. The merger comes as Maiden Holdings faces challenging market conditions, with its stock down over 50% in the past year according to InvestingPro data. Maiden shares will end trading on the Nasdaq after market close today, with Kestrel Group shares set to begin trading tomorrow under the symbol "KG".

This strategic move combines Kestrel’s expertise in fronting services with Maiden’s resources, aiming to leverage market opportunities and enhance growth. Kestrel Group will continue its operations through A.M. Best A- rated insurance carriers, maintaining an option to purchase these insurers from AmTrust Financial Group.

Luke Ledbetter, CEO of Kestrel Group, expressed enthusiasm for the merger, stating it marks a significant milestone for the company’s expansion. Patrick Haveron, President and CFO, highlighted the transaction’s creation of a capital-efficient insurance platform designed to optimize shareholder returns.

The details of the transaction consideration were disclosed in Maiden’s Current Report on Form 8-K filed with the U.S. Securities & Exchange Commission today.

Kestrel Group specializes in fronting services to various insurance entities, utilizing exclusive management contracts with four carriers, enabling it to offer both admitted and surplus lines across the U.S. The company generally avoids significant underwriting risk, focusing on diverse business lines. Financial data from InvestingPro indicates strong liquidity positions, with Maiden’s current ratio of 8.3x suggesting ample coverage of short-term obligations.

The press release contained forward-looking statements regarding the anticipated benefits of the merger, including potential synergies and future opportunities. However, it also noted that such statements are subject to risks and uncertainties that could cause actual results to differ materially from projections.

This news article is based on a press release statement from Kestrel Group.

In other recent news, Maiden Holdings has announced the approval of its merger with Kestrel Group, following a special general meeting where shareholders voted in favor of all related proposals. This merger will result in both companies becoming subsidiaries of a new Bermuda company, to be named Kestrel Group Ltd. The merger awaits regulatory approvals and is expected to conclude in the second quarter of 2025. Additionally, Maiden Holdings has revised the terms of the merger agreement with Kestrel Group, as detailed in a recent SEC filing. The amendment adjusts the exchange ratio for shareholders, with each Maiden Holdings share converting to one-twentieth of a share in the new entity. Kestrel equity holders will receive $40 million in cash and 2,750,000 shares of the new company, with potential additional shares based on EBITDA milestones. The merger terms also address fractional shares, with cash payments in lieu of issuing such shares. Stakeholders are encouraged to review the SEC filings for comprehensive details on the transaction.

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