We are a Bermuda-based holding company, primarily focused on serving the needs
of regional and specialty insurers in the United States, Europe and select other
global markets by providing innovative reinsurance solutions designed to support
their capital needs. We specialize in reinsurance solutions that optimize financing
and risk management by providing coverage within the more predictable and actuarially
credible lower layers of coverage and/or reinsuring risks that are believed
to be lower hazard, more predictable and generally not susceptible to catastrophe
claims. Our tailored solutions include a variety of value added services focused
on helping our clients grow and prosper. Our principal operating subsidiaries
are rated "A-" (Excellent) with a positive outlook by A.M. Best Company
("A.M. Best"), which rating is the fourth highest of sixteen rating
levels, and "BBB+" (Good) with a stable outlook by Standard &
Poors ("S&P"), which is the eighth highest of twenty-two rating
levels. Our common shares trade on the NASDAQ Global Select Market ("NASDAQ")
under the symbol "MHLD".
We provide reinsurance through our wholly owned subsidiaries, Maiden Reinsurance
Ltd. ("Maiden Bermuda") and Maiden Reinsurance North America, Inc.
("Maiden US"). Internationally, we provide insurance sales and distribution
services through Maiden Global Holdings, Ltd. ("Maiden Global") and
its subsidiaries. Maiden Global primarily focuses on providing branded auto
and credit life insurance products through insurer partners to retail clients
in the European Union ("EU") and other global markets. These products
also produce reinsurance programs which are underwritten by Maiden Bermuda.
Certain international credit life business is written on a primary basis by
Maiden Life Försäkrings AB ("Maiden LF").
Since our founding in 2007, we have entered into a series of strategic transactions
that have significantly transformed the scope and scale of our business while
maintaining our our low volatility, non-catastrophe oriented risk profile. These
transactions have increased our gross premiums written to an amount in excess
of $2.6 billion. These strategic transactions include the following:
Entering into a quota share reinsurance agreement (the "Reinsurance Agreement"
or "AmTrust Quota Share") with a Bermuda subsidiary of AmTrust Financial
Services, Inc. ("AmTrust"), AmTrust International Insurance, Ltd.
("AII"), in 2007 and a quota share reinsurance agreement (the "European
Hospital Liability Quota Share") with AmTrust Europe Limited ("AEL")
and AmTrust International Underwriters Limited ("AIUL") in 2011;
Acquiring the reinsurance operations of GMAC Insurance (the "GMAC Acquisition")
in 2008 and the GMAC International Insurance Services (the "IIS Acquisition")
in 2010;
Entering into a quota share reinsurance agreement with a subsidiary of National
General Holdings Corporation ("NGHC") in 2010 (the "NGHC Quota
Share"). This agreement was terminated on a run-off basis effective August
1, 2013;
Substantially reducing our net exposure to natural hazard events by selling,
on May 1, 2013, the primary insurance business written on a surplus lines basis
by Maiden Specialty Insurance Company ("Maiden Specialty"), a wholly
owned subsidiary of Maiden US, to Brit Insurance. Maiden Specialty provided
non-catastrophe inland marine and property coverages. On November 4, 2015, Maiden
US finalized the sale of Maiden Specialty to Clear Blue Financial Holdings,
LLC ("Clear Blue"); and
During 2015, we acquired Regulatory Capital Limited, trading as Insurance
Regulatory Capital ("IRC"), a licensed asset manager in Ireland. IRC
offers solutions designed to meet the capital and risk management needs of mid-sized
insurance companies.
We have also entered into a series of capital transactions that have enabled
us to support our growing reinsurance operations while significantly enhancing
our capital position to over $1.7 billion at December 31, 2015 and lowering
our cost of capital. These capital transactions include:
Private placement of Trust Preferred Securities (the "TRUPS Offering"),
the proceeds from which were used to finance the issuance of subordinated debenture
(the "Junior Subordinated Debt") resulting in gross proceeds of $260.1
million in January 2009. The net proceeds of this transaction were used as working
capital for Maiden US and Maiden Specialty in conjunction with the GMAC Acquisition.
The outstanding Junior Subordinated Debt was fully repurchased on January 15,
2014;
Public debt offering of $107.5 million in June 2011 ("2011 Senior Notes")
and repurchasing a like amount of our Junior Subordinated Debt in July 2011.
The 2011 Senior Notes trade on the New York Stock Exchange ("NYSE")
under the symbol "MHNA";
Public debt offering of $100.0 million in March 2012 ("2012 Senior Notes").
The 2012 Senior Notes trade on NYSE under the symbol "MHNB". The net
proceeds of $96.6 million were used for working capital and general corporate
purposes;
Public offering of $150.0 million Preference Shares - Series A ("Preference
Shares - Series A") in August 2012. We received net proceeds of $145.0
million from the offering. The Preference Shares - Series A trade on NYSE under
the symbol "MHPRA". The net proceeds from the offering were used for
continued support and development of our reinsurance business and for other
general corporate purposes;
Public offering of $165.0 million Mandatory Convertible Preference Shares
- Series B ("Preference Shares - Series B") in October 2013. The Preference
Shares - Series B trade on NASDAQ under the symbol "MHLDO". We received
net proceeds of $159.7 million from the offering. The net proceeds from the
offering were used for general corporate purposes, primarily to support the
continuing growth of our reinsurance operations;
Public debt offering of $152.5 million in November 2013 ("2013 Senior
Notes"). The 2013 Senior Notes trade on NYSE under the symbol "MHNC".
The net proceeds of $147.4 million, as well as cash on hand, were used to repurchase
all of the remaining portion of our outstanding Junior Subordinated Debt, with
a face value of $152.5 million, on January 15, 2014, which substantially lowered
our cost of capital; and
Public offering of $165.0 million Preference Shares - Series C ("Preference
Shares - Series C") in November 2015. The Preference Shares - Series C
trade on NYSE under the symbol "MHPRC". We received net proceeds of
$159.6 million from the offering. We expect to use the net proceeds of this
offering for continued support and development of our reinsurance business and
for other general corporate purposes.
The 2011 Senior Notes, 2012 Senior Notes and 2013 Senior Notes may also collectively
be referred to as the "Senior Note Offerings". These transactions,
along with other unusual or non-recurring events, should be considered when
evaluating year-to-year comparability or when comparing our performance with
other companies considered our peers and with whom we compete on a regular basis.
Our goal is to leverage the competitive strengths of our organization and capital
structure to generate stable long term operating returns on common equity in
excess of 15%. We seek to accomplish this by becoming a premier global preferred
provider of customized reinsurance and capital products and services to regional
and specialty insurance companies. To achieve this goal, we have adopted the
following strategies:
Dedication to Predictable and Stable Results — we execute this strategy
in two ways: (1) focusing on traditional, lower volatility lines of business
that are more predictable and thus, produce more stable long-term operating
results and require less capital to achieve those results; and (2) placing emphasis
on working layer and pro rata reinsurance participations where data is more
abundant and results are more predictable;
Targeted Customer Focus — we execute this strategy by developing significant
and long term reinsurance relationships with targeted regional and specialty
insurance companies for which reinsurance plays a critical element of their
capital structure and supporting the long term needs of these companies by providing
differentiated products as well as an array of support services; and
Efficient Operating Platform — recognizing the mature nature of the reinsurance
market, we are focused on maintaining operating expense ratios within the top
quartile of the industry. Efficiency is a critical component of maintaining
a disciplined underwriting approach.
To date, despite achieving operating returns on common equity generally in
excess of our industry peers, we have not yet attained our targeted returns.
We believe our efficient balance sheet and low volatility business are the primary
reasons our returns have generally exceeded industry averages, despite a declining
investment yield environment since our founding. Our ability to achieve our
targeted returns were initially impacted by a significantly higher cost of capital.
Our capital management strategy in recent years has appreciably lowered our
cost of capital and improved our returns on common equity. More recently, higher
than targeted combined ratios have affected our underwriting profitability and
limited our progress toward our objective. We believe however, that the underwriting
initiatives we have implemented will enable us to make progress toward our long
term operating return on common equity target during the next 12 to 24 months.