Maiden Holdings and Kestrel Group have agreed to merge, which will help create a new publicly listed specialist software group.
Subject to the agreed terms, Maiden’s common shares will be converted into a security interest in shares in a new Bermuda-based entity, which will acquire both Maiden and Kestrel.
This transaction values Kestrel at up to $167.5 million, including $40 million in cash, 55 million common shares of the new company valued at $82.5 million, and a dividend of up to $45 million payable in common stock.
The combined entity will operate under the name Kestrel Group, and its shares will be listed on the Nasdaq.
The combined group’s leadership team will include Luke Leadbetter as CEO, Terry Leadbetter as CEO, and Pat Haveron as President and CFO.
Following the merger, Kestrel will maintain its business through AM Best A-FSC XV Insurance Companies, subsidiaries of AmTrust Financial Services.
In addition, the combined company will have the option to acquire these insurance companies from AmTrust.
The new entity’s board of directors will consist of seven members, with four selected by one of Ledbetters’ affiliates, including two independents, and three selected by AmTrust, including two independents.
The transaction is expected to close in the first half of 2025, subject to several conditions such as Maiden shareholder approval, expiration of the Hart-Scott-Rodino antitrust waiting period, approval to list on the Nasdaq, and other regulatory approvals.
Insurance Advisory Partners is Maiden’s financial advisor on the transaction, while Paul, Weiss, Rifkind, Wharton & Garrison is providing legal advice.
Appleby advises disinterested members of Maiden’s board of directors. Kestrel receives financial advice from Evercore, while Skadden, Arps, Slate, Meagher & Flom handles its legal affairs.
Pat Haveron, CEO and CFO of Maiden, said: “The Ledbetters and wider Kestrel team have a long and proven track record of success in the specialty software market, and we look forward to partnering with them to deliver value to program managers, MGAs, reinsurers and reinsurance brokers across a range of specialty lines.” Attractive.
“The merger with Maiden will allow us to accelerate our growth plan and capitalize on market tailwinds as we continue our efforts to become the leading specialty software group in the United States,” said Kestrel President and CEO Luke Ledbetter.
“Maiden, Kestrel as a publicly listed niche software suite” was originally created and published by International Life Insurancewhich is a trademark of GlobalData.
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