As filed with the Securities and Exchange Commission on May 9, 2013
Registration No. 333-167035
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALTERRA CAPITAL HOLDINGS LIMITED
(Exact name of registrant as specified in its charter)
ALTERRA FINANCE LLC
(Exact name of registrant as specified in its Certificate of Incorporation)
ALTERRA CAPITAL TRUST I
(Exact name of registrant as specified in its Certificate of Trust)
| Bermuda | 98-0584464 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Alterra House
2 Front Street
Hamilton HM 11
Bermuda
(Address of Principal Executive Offices)
Alterra Capital Holdings Limited
Common Shares, Preferred Shares, Depositary Shares,
Debt Securities, Warrants, Share Purchase Contracts, Share Purchase Units and Units
(Full title of securities)
Alterra Finance LLC
Debt Securities
Fully and Unconditionally Guaranteed by Alterra Capital Holdings Limited
(Full title of securities)
Alterra Capital Trust I
Trust Preferred Securities
Fully and Unconditionally Guaranteed by Alterra Capital Holdings Limited
(Full title of securities)
CT Corporation System
111 Eighth Avenue
13th Floor
New York, New York 10011
(212) 590-9200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
DEREGISTRATION OF SECURITIES
Pursuant to the shelf Registration Statement No. 333-167035 filed with the Securities and Exchange Commission on May 21, 2010 on Form S-3 (the “Registration Statement”) by Alterra Capital Holdings Limited (the “Company”), Alterra Finance LLC (“Alterra Finance”) and Alterra Capital Trust I (“Alterra Capital,” and collectively with the Company and Alterra Finance, the “Registrants”), Alterra Finance registered $350,000,000 principal amount of debt, fully and unconditionally guaranteed by the Company, on September 23, 2010.
On May 1, 2013, Markel Corporation (“Markel”) completed its acquisition of the Company. Pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated December 18, 2012, among the Company and Markel and Commonwealth Merger Subsidiary Limited, a Bermuda exempted company and a direct, wholly owned subsidiary of Markel (“Merger Sub”), Merger Sub was merged into the Company (the “Merger”). The Company survived the Merger as a direct, wholly owned subsidiary of Markel. The Certificate of Merger issued by the Registrar of Companies in Bermuda became effective on May 1, 2013 (the “Merger Date”). As a result of the Merger, Alterra Finance and Alterra Capital also became wholly owned subsidiaries of Markel.
As a result of the Merger, the Company, Alterra Finance and Alterra Capital have terminated all offerings of the securities pursuant to the Registration Statement. Accordingly, the Company, Alterra Finance and Alterra Capital hereby remove from registration all securities registered but unsold under the Registration Statement as of the Merger Date.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the Registrants certify that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Bermuda, on the 9th day of May, 2013.
| ALTERRA CAPITAL HOLDINGS LIMITED | ||
| (Registrant) | ||
| By: | /s/ Joseph W. Roberts | |
| Name: | Joseph W. Roberts | |
| Title: | Chief Financial Officer | |
| ALTERRA FINANCE LLC | ||
| (Registrant) | ||
| By: | /s/ Joseph W. Roberts | |
| Name: | Joseph W. Roberts | |
| Title: | Chief Financial Officer | |
| ALTERRA CAPITAL TRUST I | ||
| (Registrant) | ||
| By: | /s/ Joseph W. Roberts | |
| Name: | Joseph W. Roberts | |
| Title: | Regular Trustee | |
