v3.3.1.900
Shareholders' Equity
12 Months Ended
Dec. 31, 2015
Stockholders' Equity Note [Abstract]  
Shareholders' Equity
Shareholders’ Equity

At December 31, 2015, the aggregate authorized share capital of the Company is 150,000,000 shares from which the Company has issued 74,735,785 common shares, of which 73,721,140 common shares are outstanding, and issued 15,900,000 preference shares. The remaining 59,364,215 are undesignated at December 31, 2015.

a) Common Shares

The following table shows the summary of changes in the Company's common shares outstanding:
For the Year Ended December 31,
 
2015

2014

2013
Outstanding shares – January 1
 
72,932,702

 
72,633,561

 
72,343,947

Issuance of vested restricted shares and restricted share units
 
378,120

 
184,396

 

Shares repurchased
 
(46,458
)
 
(5,851
)
 

Exercise of options
 
456,776

 
120,596

 
289,614

Outstanding shares – December 31
 
73,721,140

 
72,932,702

 
72,633,561



13. Shareholders’ Equity (continued)

The Company's common shares have a par value of $0.01 per share. The holders of our common shares are entitled to receive dividends and are allocated one vote per common share, subject to downward adjustment under certain circumstances.

On December 24, 2012, the Company adopted a written trading plan to facilitate the repurchase of its common shares in accordance with the Company's existing share purchase reauthorization. On July 24, 2014, the Board of Directors has approved the repurchase of up to $75 million of the Company's common shares from time to time at market prices.

b) Preference Shares - Series C

On November 25 2015, the Company issued a total of 6,600,000 7.125% Preference Shares - Series C (the "Preference Shares - Series C"), par value $0.01 per share, at a price of $25 per preference share. The Company received net proceeds of $159,628 from its offering, after deducting issuance costs of $5,372, which were recognized as a reduction in additional paid-in capital. The Preference Shares - Series C have no stated maturity date and are redeemable in whole or in part at the option of the Company any time after December 15, 2020 at a redemption price of $25 per preference share plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The authorized number of the Preference Shares - Series C is 6,600,000.

Dividends on the Preference Shares - Series C are non-cumulative. Consequently, in the event dividends are not declared on the Preference Shares - Series C for any dividend period, holders of Preference Shares - Series C will not be entitled to receive a dividend for such period, and such undeclared dividend will not accrue and will not be payable. The holders of Preference Shares - Series C will be entitled to receive dividend payments only when, as and if declared by the Company's board of directors or a duly authorized committee of the board of directors. Any such dividends will be payable from, and including, the date of original issue on a non-cumulative basis, quarterly in arrears.

To the extent declared, these dividends will accumulate, with respect to each dividend period, in an amount per share equal to 7.125% of the $25 liquidation preference per annum. During any dividend period, so long as any Preference Shares - Series C remain outstanding, unless the full dividends for the latest completed dividend period on all outstanding Preference Shares - Series C have been declared and paid, no dividend shall be paid or declared on the common shares.

The holders of the Preference Shares - Series C have no voting rights other than the right to elect up to two directors if preference share dividends are not declared and paid for six or more dividend periods.

c) Mandatory Convertible Preference Shares - Series B
In October 2013, the Company issued a total of 3,300,000 7.25% Mandatory Convertible Preference Shares - Series B (the "Preference Shares - Series B"), par value $0.01, at a price of $50 per preference share. The Company received net proceeds of $159,675 from the offering after deducting issuance costs of $5,325, which were recognized as a reduction in additional paid-in capital. The Preference Shares - Series B are not redeemable. The authorized number of the Preference Shares - Series B is 3,300,000.
The Company will pay cumulative dividends on each of the Preference Shares - Series B at a rate of 7.25% per annum on the initial liquidation preference of $50 per share (equivalent to $3.625 per annum per Preference Share - Series B or $0.90625 per quarter except on the initial payment date which was $0.745139). Dividends will accrue and accumulate from the date of issuance and, to the extent that the Company has lawfully available funds to pay dividends and the board of directors declares a dividend payable, it will pay dividends quarterly each year commencing on December 15, 2013, up to, and including, September 15, 2016 in cash and on September 15, 2016 or any earlier conversion date in cash, or common shares, or a combination thereof, at the Company’s election and subject to the share cap, which is an amount per share equal to the product of (i) 2 and (ii) the maximum conversion rate of 4.0322, subject to conversion rate adjustments.
On the mandatory conversion date, September 15, 2016, each of the then-outstanding Preference Shares - Series B will automatically convert into a variable number of the Company’s common shares equal to the conversion rate, which will not be more than 4.0322 of the Company's common shares and not less than 3.2258, subject to conversion rate adjustments, that are based on the volume weighted average price per share of the Company’s common shares over the forty consecutive trading day period beginning on, and including, the forty-second scheduled trading day immediately preceding September 15, 2016 (the "final averaging period"). The mandatory conversion date is the third business day immediately following the last trading day of the final averaging period. The conversion rate will be adjusted from time to time if the Company issues common shares as a dividend, increases the cash dividend from $0.09 per share or in some other cases as described under "Description of the Mandatory Convertible Preference Shares - Conversion Rate Adjustments" of the Form 424B2 Prospectus Supplement filed with the SEC on September 27, 2013.

At any time prior to September 15, 2016, other than during the fundamental change conversion period (as defined in the prospectus supplement), a holder of mandatory convertible preference shares may elect to convert such holder's mandatory convertible preference shares at the minimum conversion rate of 3.2258 shares of the common share per mandatory convertible preference share, subject to adjustment as described under "Description of Mandatory Convertible Preference Shares - Conversion Rate Adjustments" of the Form 424B2 Prospectus Supplement filed with the SEC on September 27, 2013.

13. Shareholders’ Equity (continued)

The Preference Shares - Series B have no voting rights other than to elect two additional members of the board of directors if dividends on the Preference Shares - Series B have not been declared and paid for the equivalent of six or more dividend periods. For the years ended December 31, 2015, 2014 and 2013 the Company declared and paid dividends on the Preference Shares - Series B of $11,962, $11,962 and $2,459 respectively.

d) Preference Shares - Series A

On August 22, 2012, the Company issued 6,000,000 8.25% Preference Shares - Series A (the "Preference Shares - Series A"), par value $0.01 per share, at a price of $25 per preference share. The Company received net proceeds of $145,041 from its offering, after deducting issuance costs of $4,959, which were recognized as a reduction in additional paid-in capital. The Preference Shares - Series A have no stated maturity date and are redeemable in whole or in part at the option of the Company any time after August 29, 2017 at a redemption price of $25 per preference share plus any declared and unpaid dividends, without accumulation of any undeclared dividends. The authorized number of the Preference Shares - Series A is 6,000,000.

Dividends on the Preference Shares - Series A are non-cumulative. Consequently, in the event dividends are not declared on the Preference Shares - Series A for any dividend period, holders of Preference Shares - Series A will not be entitled to receive a dividend for such period, and such undeclared dividend will not accrue and will not be payable. The holders of Preference Shares - Series A will be entitled to receive dividend payments only when, as and if declared by the Company's board of directors or a duly authorized committee of the board of directors. Any such dividends will be payable from, and including, the date of original issue on a non-cumulative basis, quarterly in arrears.

To the extent declared, these dividends will accumulate, with respect to each dividend period, in an amount per share equal to 8.25% of the $25 liquidation preference per annum. During any dividend period, so long as any Preference Shares - Series A remain outstanding, unless the full dividends for the latest completed dividend period on all outstanding Preference Shares - Series A have been declared and paid, no dividend shall be paid or declared on the common shares.

The holders of the Preference Shares - Series A have no voting rights other than the right to elect up to two directors if preference share dividends are not declared and paid for six or more dividend periods. For each of the years ended December 31, 2015, 2014 and 2013, the Company declared and paid dividends on the Preference Shares - Series A of $12,375.

d) Treasury Shares

On February 19, 2014, the Company repurchased 5,851 shares from employees, at a price per share of $11.18, which represents withholdings from employees in respect of tax obligations on the issued vested restricted shares.

On January 1, 2015, February 19, 2015 and March 5, 2015, the Company repurchased 4,954 shares at a price per share of $12.79, 7,658 shares at a price per share of $14.40 and 33,846 shares at a price per share of $14.21, respectively, from employees, which represent withholdings from employees surrendered in respect of tax obligations on the vesting of restricted shares and performance based shares.

e) Accumulated Other Comprehensive (Loss) Income

The following table presents details about amounts reclassified from AOCI:
Details about AOCI Components
 
Consolidated Statements of Income Line Item that Includes Reclassification
 
For the Year Ended December 31,
Unrealized gains (losses) on AFS securities
 
 
 
2015
 
2014
 
2013
 
 
Net realized (losses) gains on investment
 
$
263

 
$
(3,160
)
 
$
6,955

 
 
Net impairment losses recognized in earnings
 

 
(102
)
 

 
 
Total before tax
 
263

 
(3,262
)
 
6,955

 
 
Income tax expense
 

 
(16
)
 
(2
)
 
 
Total after tax
 
$
263

 
$
(3,278
)
 
$
6,953




13. Shareholders’ Equity (continued)

The following tables set forth financial information regarding the changes in the balances of each component of AOCI for the years ended December 31, 2015, 2014 and 2013:
For the Year Ended December 31, 2015
 
Change in net unrealized gains on investment
 
Foreign currency translation adjustments
 
Total
Beginning balance
 
$
78,579

 
$
16,665

 
$
95,244

Other comprehensive (loss) income before reclassifications
 
(132,428
)
 
13,566

 
(118,862
)
Amounts reclassified from AOCI to net income, net of tax
 
(263
)
 

 
(263
)
Net current period other comprehensive (loss) income
 
(132,691
)
 
13,566

 
(119,125
)
Ending balance
 
(54,112
)
 
30,231

 
(23,881
)
Less: AOCI attributable to noncontrolling interest
 

 
(114
)
 
(114
)
Ending balance, Maiden shareholders
 
$
(54,112
)
 
$
30,345

 
$
(23,767
)
For the Year Ended December 31, 2014
 
Change in net unrealized gains on investment
 
Foreign currency translation adjustments
 
Total
Beginning balance
 
$
34,728

 
$
(8,927
)
 
$
25,801

Other comprehensive income before reclassifications
 
40,573

 
25,592

 
66,165

Amounts reclassified from AOCI to net income, net of tax
 
3,278

 

 
3,278

Net current period other comprehensive income
 
43,851

 
25,592

 
69,443

Ending balance
 
78,579

 
16,665

 
95,244

Less: AOCI attributable to noncontrolling interest
 

 
(49
)
 
(49
)
Ending balance, Maiden shareholders
 
$
78,579

 
$
16,714

 
$
95,293

For the Year Ended December 31, 2013
 
Change in net unrealized gains on investment
 
Foreign currency translation adjustments
 
Total
Beginning balance
 
$
143,665

 
$
(2,539
)
 
$
141,126

Other comprehensive loss before reclassifications
 
(101,984
)
 
(6,388
)
 
(108,372
)
Amounts reclassified from AOCI to net income, net of tax
 
(6,953
)
 

 
(6,953
)
Net current period other comprehensive loss
 
(108,937
)
 
(6,388
)
 
(115,325
)
Ending balance
 
34,728

 
(8,927
)
 
25,801

Less: AOCI attributable to noncontrolling interest
 

 
17

 
17

Ending balance, Maiden shareholders
 
$
34,728

 
$
(8,944
)
 
$
25,784