Long-Term Debt | 9 Months Ended |
|---|---|
Sep. 30, 2011 | |
| Long-Term Debt |
6. Long-Term Debt
Senior Notes
In
June 2011, the Company, through its wholly-owned subsidiary Maiden
Holdings North America, Ltd. ("Maiden NA"), issued $107,500
principal amount of 8.25% Senior Notes (“Senior Notes”)
due on June 15, 2041, which are fully and unconditionally
guaranteed by the Company. The Senior Notes are
redeemable for cash, in whole or in part, on or after June 15,
2016, at 100% of the principal amount plus accrued and unpaid
interest to but excluding the redemption date. In order
to ensure that issuance of the Senior Notes resulted in a long term
favorable impact to Maiden shareholders, the Company sought to
repurchase a portion of the Trust Preferred Securities, described
below, with the proceeds of the Senior Notes offering. Under the
redemption notice provisions of the Trust Preferred Securities, the
Company was required to give at least 30 days’ notice in
advance of the next interest payment (July 15, 2011) prior to
redemption, or incur an additional quarter's interest
payments. Since the Senior Notes offering was initiated
after the 30 day notice period on June 16, 2011, the Company
offered to all holders an option to have a portion of their Trust
Preferred Securities repurchased on a pro rata basis from the
proceeds of the Senior Notes offering in exchange for a waiver of
such notice provisions and an agreement to accept interest through
July 15, 2011. Certain of the Trust Preferred Securities
holders accepted the offer by June 16, 2011. All
proceeds of the Senior Notes offering were used to repurchase the
Trust Preferred Securities of the holders who accepted the
offer. The Senior Notes are an unsecured and
unsubordinated obligation of the Company and rank ahead of the
Junior Subordinated Debt, described below. The effective interest
rate of the Senior Notes, based on the net proceeds received, was
8.47%. The net proceeds from the sale of the Senior Notes were
$104,689, after placement agent fees and expense or debt issuance
cost of $2,811, and were used to repurchase $107,500 principal
amount portion of the outstanding Junior Subordinated Debt, as
discussed above. The issuance costs related to the Senior Notes
were capitalized and will be amortized over the life of the
notes.
The
interest on the Senior Notes is payable each quarter beginning on
September 15, 2011 and included accrued interest from June 24,
2011. Interest expense for the three months period ended September
30, 2011 and the period from June 24, 2011 to September 30, 2011
were $2,217 and $2,390, respectively, out of which $394 was accrued
as of September 30, 2011.
Junior Subordinated Debt
On
January 20, 2009, the Company completed a private placement of
260,000 units (the “Units”), each Unit consisting of
$1,000 principal amount of capital securities (the “Trust
Preferred Securities”) of Maiden Capital Financing Trust (the
“Trust”), a special purpose trust established by Maiden
NA, and 45 common shares, $0.01 par value, of the Company for a
purchase price of $1,000.45 per Unit (the “TRUPS
Offering”). In the aggregate, 11,700,000 common
shares were issued to the purchasers in the TRUPS Offering. This
resulted in gross proceeds to the Company of $260,117, before
$4,342 of placement agent fees and expenses.
Certain
trusts established by Michael Karfunkel and George Karfunkel, two
of the Company’s Founding Shareholders, purchased an
aggregate of 159,000 of the Units, or 61.12%. The remaining 101,000
Units were purchased by existing institutional shareholders of the
Company.
The
Trust used the proceeds from the sale of the Trust Preferred
Securities to purchase a subordinated debenture (the “Junior
Subordinated Debt”) in the principal amount of $260,000
issued by Maiden NA.
Under
the terms of the Trust Preferred Securities, the Company can repay
the principal balance in full or in part at any time. However, if
the Company repays such principal within five years of the date of
issuance, it is required to pay an additional amount equal to one
full year of interest on the amount of Trust Preferred Securities
repaid. If the remaining amount of the Trust Preferred Securities
were repaid within five years of the date of issuance (adjusted for
the $107,500 repurchase of Junior Subordinated Debt, which occurred
on July 15, 2011), the additional amount due would be $21,350,
which would be a reduction in earnings.
Pursuant
to separate Guarantee Agreements dated as of January 20, 2009 with
Wilmington Trust Company, as guarantee trustee, each of the Company
and Maiden NA has agreed to guarantee the payment of distributions
and payments on liquidation or redemption of the Trust Preferred
Securities.
As
a consequence of the issuance of a majority of the Units to a
related party under ASC Topic 810 “Consolidation”, the
Trust is a variable interest entity and the Company is deemed not
to be the primary beneficiary of the Trust, therefore it is not
consolidated. The issuance of common shares associated with the
Trust Preferred Securities resulted in an original issuance
discount of $44,928 based on market price of $3.85 on January 20,
2009. The discount is amortized over 30 years based on the
effective interest method. The Junior Subordinated Debt and Trust
Preferred Securities mature in 2039 and carry a stated or coupon
rate of 14% with an effective interest rate of 16.95%.
Using
the proceeds from the Senior Notes Offering and existing cash, the
Company repurchased $107,500 of the Junior Subordinated Debt on
July 15, 2011. Pursuant to the terms of the TRUPS
Offering, the Company incurred a repurchase expense equivalent to
one year’s interest expense or $15,050. The
Company also accelerated the amortization of the issuance cost and
discount related to those repurchased Junior Subordinated Debt
which amounted to $20,313.
As
of September 30, 2011, the stated value of the Junior Subordinated
Debt was $126,251 which comprises the principal amount of $152,500
and unamortized discount of $26,249. Amortization expense for the
three and nine months ended September 30, 2011 was $4 and $33,
respectively (2010 - $17 and $48,
respectively). Interest expense for the three and nine
months ended September 30, 2011 was $5,965 and $24,165,
respectively (2010 - $9,100 and $27,300, respectively), out of
which $4,448 was accrued as of September 30, 2011.
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