Maiden Holdings and Kestrel Group have agreed to a merger that will help create a new publicly listed specialty program group.
Under the agreed terms, Maiden’s ordinary shares will be converted into rights to secure shares in a new Bermuda-based company that will acquire both Maiden and Kestrel.
The transaction assigns a valuation of up to $167.5 million to Kestrel, consisting of $40 million in cash, 55 million shares of the new company’s common stock valued at $82.5 million, and up to $45 million in proceeds payable on common stock.
The combined company will operate under the name Kestrel Group and its stock will be listed on Nasdaq.
The combined group’s leadership team includes Luke Ledbetter as CEO, Terry Ledbetter as Chairman and Pat Haveron as President and CFO.
Following the merger, Kestrel will maintain business through AM Best A-FSC XV Insurance Company, a subsidiary of AmTrust Financial Services.
Additionally, the combined company will have the option to acquire these insurers from AmTrust.
The board of directors of the new entity will consist of seven directors, four of whom will be elected by Ledbetters affiliates, including two independent directors, and three will be elected by AmTrust, including two independent directors.
Completion of the transaction is expected to occur in the first half of 2025, subject to several conditions, including approval by Maiden shareholders, expiration of the Hart-Scott-Rodino antitrust waiting period, Nasdaq listing approval, and other regulatory clearances.
Insurance Advisory Partners is Maiden’s financial advisor, with Paul, Weiss, Rifkind, Wharton & Garrison providing legal advice.
Appleby is giving advice to the indifferent members of the Maiden’s Board. Kestrel is receiving financial advice from Evercore, and Skadden, Arps, Slate, Meagher & Flom is handling legal matters.
Maiden CEO and CFO Pat Haveron said: “Ledbetters and the broader Kestrel team have a long and proven track record of success in the professional programming market. We look forward to working with them to deliver value to program managers, MGAs, reinsurers and insurers. We have reinsurance brokers across a wide range of attractive specialties.”
Luke Ledbetter, Kestrel President and CEO, said: “Combining with Maiden will allow us to accelerate our growth plans and take advantage of favorable market tailwinds as we continue our efforts to become the nation’s leading specialty program group.”
“Maiden, Kestrel Merge into Listed Professional Program Group” was originally written and published by life insurance internationalA brand owned by GlobalData.
