Maiden Holdings, Ltd. (‘Maiden’ or ‘Maiden Holdings’), together with its subsidiaries, provides property and casualty insurance and reinsurance solutions.
Maiden creates shareholder value by actively managing and allocating the company’s assets and capital, including through ownership and management of businesses and assets primarily in the insurance and related financial services industries, where it can leverage its deep knowledge of those markets.
The short-term income protection business i...
Maiden Holdings, Ltd. (‘Maiden’ or ‘Maiden Holdings’), together with its subsidiaries, provides property and casualty insurance and reinsurance solutions.
Maiden creates shareholder value by actively managing and allocating the company’s assets and capital, including through ownership and management of businesses and assets primarily in the insurance and related financial services industries, where it can leverage its deep knowledge of those markets.
The short-term income protection business is written on a primary basis by the company’s wholly owned subsidiaries, Maiden Life Försäkrings AB (‘Maiden LF’) and Maiden General Försäkrings AB (‘Maiden GF’), in the Scandinavian and Northern European markets. The company’s wholly owned subsidiary, Maiden Global Holdings Ltd. (‘Maiden Global’), is a licensed intermediary in the United Kingdom. Maiden Global had previously operated internationally by providing branded auto and credit life insurance products through insurer partners, particularly those in Europe and other global markets (‘IIS business’). These products also produced reinsurance programs, which were underwritten by its wholly owned subsidiary, Maiden Reinsurance Ltd. (‘Maiden Reinsurance’).
The company also has various historic reinsurance programs underwritten by Maiden Reinsurance, which are in run-off, including the liabilities associated with AmTrust Financial Services, Inc. (‘AmTrust’) reinsurance agreements, which were terminated in 2019.
The company is also running off certain business related to its Genesis Legacy Solutions (‘GLS’) platform. In November 2020, the company formed its indirect wholly owned subsidiary, GLS, which specialized in providing a full range of legacy services to small insurance entities, particularly those in run-off or with blocks of reserves that are no longer core to those companies' operations, working with clients to develop and implement finality solutions, including acquiring entire companies.
The voting power of Maiden Reinsurance, with respect to its common shares, is capped at 9.5% pursuant to the bye-laws of the company. The ownership of the common shares by Maiden Reinsurance was made in compliance with Maiden Reinsurance's investment policy and approved by the Vermont Department of Financial Regulation (‘Vermont DFR’).
Divestiture of IIS Business
During 2024, the company conducted and completed a strategic review of its IIS Business. The purpose of that review was to evaluate the strategic value of this business, including the operations of Maiden LF and Maiden GF in relation to their ongoing growth and profitability prospects, regulatory capital requirements, and ability to create shareholder value in excess of the company's target return on capital levels.
As a result of that review, the company concluded that divesting this business was in the best interests of shareholders and subsequently entered into the following transactions to accomplish that objective: two Renewal Rights and Asset Purchase Agreements with AmTrust Nordic AB (‘AmTrust Renewal Rights Agreements’); and a Stock Purchase Agreement to sell Maiden LF and Maiden GF (‘Swedish Subsidiaries Sale’).
Combination Agreement with Kestrel Group
On December 29, 2024, the company entered into a combination agreement, as amended, (the ‘Combination Agreement’) with Kestrel Group LLC (‘Kestrel’), all of the equityholders of Kestrel, Ranger U.S. Newco LLC, Ranger Bermuda Merger Sub Ltd, Ranger Bermuda Topco Ltd (‘Bermuda NewCo’), and Ranger Merger Sub 2 LLC to combine and form a new, publicly listed specialty program group (the ‘transaction’).
Following the closing of the transaction, Kestrel will continue to write business through its use of A.M. Best A- FSC XV insurance carriers, including Sierra Specialty Insurance Company, Rochdale Insurance Company, Park National Insurance Company, and Republic Fire and Casualty Insurance Company (collectively, the ‘Insurers’), all subsidiaries of AmTrust. In connection with the transaction, the combined company will have the option to acquire the Insurers from AmTrust.
Business Strategy
In addition to restoring operating profitability, the company’s strategic focus centers on creating the greatest risk-adjusted shareholder returns in order to increase book value for its common shareholders, both near and long-term.
Principal Operating Subsidiaries
Maiden Reinsurance, a wholly owned subsidiary of Maiden Holdings, is an affiliated reinsurance company licensed in the State of Vermont in the U.S., and is the company’s principal operating subsidiary, which commenced operations in June 2007. Effective March 16, 2020, the company re-domesticated Maiden Reinsurance from Bermuda to Vermont in the U.S., having determined that re-domesticating Maiden Reinsurance to Vermont enables it to better align its capital and resources with its liabilities, which originate mostly in the U.S., resulting in a more efficient structure. Maiden Reinsurance is subject to the statutes and regulations of Vermont in the ordinary course of business. The re-domestication did not apply to Maiden Holdings, which remains a Bermuda-based holding company. As of December 31, 2024, Maiden Reinsurance owned 31.1% of the total outstanding common shares of Maiden Holdings.
Maiden NA is the company’s wholly owned U.S. holding company and is domiciled in the State of Delaware.
Maiden Global, a wholly owned subsidiary of Maiden Holdings, operates as an insurance services company. Maiden Global is organized under the laws of England and Wales. Maiden LF and Maiden GF, both wholly owned subsidiaries of Maiden Holdings, are insurance companies organized under the laws of Sweden and write income protection insurance on a primary basis in the Scandinavian and Northern European market. On December 17, 2024, the company entered into an agreement to sell its Swedish subsidiaries, Maiden LF and Maiden GF, to an expanding group of international insurance and reinsurance companies headquartered in London. Maiden LF and Maiden GF were the principal operating subsidiaries of the company’s International Insurance Services (‘IIS’) platform.
GLS is a wholly owned subsidiary of Maiden Reinsurance domiciled in the State of Delaware. GLS Services Company (‘GLS Services’) is a wholly owned subsidiary of GLS. GLS, which is in run-off, specialized in providing a full range of legacy services to small insurance entities, particularly those in run-off or with blocks of reserves that are no longer core to those companies' operations, working with clients to develop and implement finality solutions, including acquiring entire companies that enable its clients to meet their capital and risk management objectives. Genesis Legacy Insurance Company (Vermont) Limited is a wholly owned subsidiary of GLS Services licensed in Vermont, and is the operating entity utilized by GLS to assume portfolios of legacy liabilities.
Segments
The company’s business currently consists of two reportable segments: Diversified Reinsurance and AmTrust Reinsurance.
The company’s Diversified Reinsurance segment consists of a portfolio of predominantly property and casualty reinsurance business focusing on regional and specialty property and casualty insurance companies located primarily in Europe. This segment also includes transactions entered into by GLS since November 2020.
The company’s AmTrust Reinsurance segment includes all business ceded to Maiden Reinsurance by AmTrust, primarily the quota share reinsurance agreement (‘AmTrust Quota Share’) between Maiden Reinsurance and AmTrust’s wholly owned subsidiary, AmTrust International Insurance, Ltd. (‘AII’), and the European hospital liability quota share reinsurance contract (‘European Hospital Liability Quota Share’) with AmTrust’s wholly owned subsidiaries, AmTrust Europe Limited (‘AEL’) and AmTrust International Underwriters DAC (‘AIU DAC’), both of which were in run-off effective as of January 1, 2019.
Diversified Reinsurance Segment
In this segment, Maiden Reinsurance previously wrote treaties on both a quota share basis and excess of loss basis outside the U.S., whereas Maiden LF and Maiden GF write business within Europe on a primary basis.
Maiden Global’s business development teams historically partnered with automobile manufacturers, dealer associations, and local primary insurers to design and implement point of sale insurance programs, which generated revenue for the auto manufacturer and insurance premiums for the primary insurer (‘IIS business’). All of these programs are in run-off, and no new programs are being sought. With no new written premium, the only remaining earned premium is from the Australian program that continued through 2024.
AmTrust Reinsurance Segment
AmTrust is a multinational specialty property and casualty insurance holding company with operations in the U.S., Europe, and Bermuda. Effective January 1, 2019, the AmTrust Quota Share and the European Hospital Liability Quota Share were terminated on a run-off basis. These transactions are broadly referred to herein as the ‘Final AmTrust QS Terminations’. Apart from certain unearned premiums in the AmTrust Quota Share and the European Hospital Liability Quota Share that were earned subsequent to December 31, 2019.
Through the company’s reinsurance agreements with AmTrust, it reinsured specific lines of business within the following AmTrust business segments:
Small commercial business insurance, which includes the U.S. workers’ compensation, commercial package, and other low-hazard property and casualty insurance products;
Specialty risk and extended warranty coverage for consumer and commercial goods and custom-designed coverages, such as accidental damage plans and payment protection plans offered in connection with the sale of consumer and commercial goods, in the U.S., the U.K., and certain other global markets, and European hospital liability; and
Specialty program, which includes package products, general liability, commercial auto liability, excess and surplus lines programs, and other specialty commercial property and casualty insurance to a narrowly defined, homogeneous group of small and middle market companies.
AmTrust Quota Share
Under the AmTrust Quota Share with AII, effective July 1, 2007, and through 2018, the company reinsured 40% of AmTrust’s premium written, net of reinsurance with unaffiliated reinsurers, relating to all lines of business that existed on the effective date. The company also had the option to reinsure additional programs, in addition to the original lines of business entered into by AmTrust since the effective date of the AmTrust Quota Share. As AmTrust expanded into new lines of business, pursuant to the terms of the AmTrust Quota Share, the company had selectively added some of those lines and opted not to participate in others. Consequently, the company’s share of AmTrust's overall gross premiums written declined below 40% over time.
As a result of the Final AmTrust QS Terminations, the company’s active reinsurance contracts with AmTrust were terminated effective January 1, 2019. Also, effective July 31, 2019, Maiden Reinsurance and AII entered into a Commutation and Release Agreement (which is broadly referred to herein as the ‘AmTrust WC Commutation’) effective July 31, 2019, which provided for AII to assume all reserves ceded by AII to Maiden Reinsurance with respect to its proportional 40% share of the ultimate net loss under the AmTrust Quota Share related to: all losses incurred in Accident Year 2017 and Accident Year 2018 under California workers' compensation policies, and as defined in the AmTrust Quota Share (‘Commuted California Business’); and all losses incurred in Accident Year 2018 under New York workers' compensation policies (‘Commuted New York Business’ and together with the Commuted California Business, ‘Commuted Business’) in exchange for the release and full discharge of Maiden Reinsurance of all of its obligations to AII with respect to the Commuted Business. The Commuted Business did not include any business classified by AII as Specialty Program or Specialty Risk business.
European Hospital Liability Quota Share
On April 1, 2011, Maiden Reinsurance entered into the European Hospital Liability Quota Share with AEL and AIU DAC to cover those entities' medical liability business within Europe, primarily in Italy and France. These contracts were terminated on a run-off basis effective January 1, 2019, as part of the Final AmTrust QS Terminations.
Regulatory Matters
Maiden Reinsurance is required to file detailed financial statements and other reports with the Vermont DFR. These financial statements are subject to the supervision, regulation, and periodic examination by the Vermont DFR.
Maiden Reinsurance is subject to the financial supervision and regulation of the Vermont DFR.
Maiden LF and Maiden GF are subject to regulation and supervision by Finansinspektionen, the Swedish financial supervisory authority (‘Swedish FSA’). As Sweden is a member of the EU, the Swedish FSA supervision is recognized across all locations within the EU.
Maiden Holdings has been designated as non-resident for exchange control purposes by the Bermuda Monetary Authority (‘BMA’) and is required to obtain the permission of the BMA for the issue and transfer of all of its shares.
To the extent that the Economic Substance Act 2018, as amended (‘ESA’) applies to Maiden Holdings, the company is required to demonstrate compliance with economic substance requirements that it has ‘adequate’ economic substance in Bermuda, and it must file an annual economic substance declaration with the Bermuda Registrar of Companies (‘Registrar’) on that basis.
The company’s reinsurance contracts contain inuring language regarding any potential recoveries from the Terrorism Risk Insurance Act of 2002 (‘TRIA’).
History
Maiden Holdings, Ltd. was founded in 2007.
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