| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
| SCHEDULE 13D/A | |
(Amendment No. 3)
Under the Securities Exchange Act of 1934
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Paul Rivett
President
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada, M5J 2N7
Telephone: (416) 367-4941
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- With a copy to -
Jason R. Lehner
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484
July 16, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. o
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) V. PREM WATSA |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
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| 3 | SEC Use Only |
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| 4 | Source of Funds OO |
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| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
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| 6 | Citizenship or Place of Organization CANADIAN |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 64,139,560 |
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9 | Sole Dispositive Power 0 |
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10 | Shared Dispositive Power 64,139,560 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 64,139,560 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 32.2% |
|
| 14 | Type of Reporting Person IN |
| | | | | | | |
2
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE ONE ONE ZERO NINE HOLDCO LIMITED |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
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| 6 | Citizenship or Place of Organization ONTARIO |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 64,139,560 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 64,139,560 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 64,139,560 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 32.2% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
3
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE SIXTY TWO INVESTMENT COMPANY LIMITED |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
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| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization BRITISH COLUMBIA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 63,461,539 |
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9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 63,461,539 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 63,461,539 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 31.8% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
4
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX FINANCIAL HOLDINGS LIMITED |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization CANADA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 63,461,539 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 63,461,539 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 63,461,539 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 31.8% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
5
CUSIP No. Y75638109 | 13D | |
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| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FFHL GROUP LTD. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization CANADA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 39,009,348 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 39,009,348 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 39,009,348 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 19.6% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
6
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX (BARBADOS) INTERNATIONAL CORP. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization BARBADOS |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 26,061,140 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 26,061,140 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 26,061,140 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 13.1% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
7
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) WENTWORTH INSURANCE COMPANY LTD. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization BARBADOS |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 26,061,140 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 26,061,140 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 26,061,140 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 13.1% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
8
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE SIXTY THREE FOUNDATION |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization CANADA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 0 |
|
9 | Sole Dispositive Power 231,922 |
|
10 | Shared Dispositive Power 0 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 231,922 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.12% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
9
CUSIP No. Y75638109 | 13D | |
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| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) HAMBLIN WATSA INVESTMENT COUNSEL LTD. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization CANADA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 12,500,000 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 12,500,000 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 12,500,000 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 6.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
10
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX (US) INC. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization DELAWARE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 9,661,355 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 9,661,355 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 9,661,355 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 4.8% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
11
CUSIP No. Y75638109 | 13D | |
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| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY US HOLDINGS INC. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization DELAWARE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 7,370,518 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 7,370,518 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,370,518 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 3.7% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
12
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY RE HOLDINGS CORP. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization DELAWARE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 7,370,518 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 7,370,518 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,370,518 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 3.7% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
13
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY REINSURANCE COMPANY |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization CONNECTICUT |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 7,370,518 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 7,370,518 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,370,518 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 3.7% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
14
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 1102952 B.C. UNLIMITED LIABILITY COMPANY |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization BRITISH COLUMBIA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 11,952,191 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 11,952,191 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 11,952,191 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 6.0% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
15
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX FINANCIAL HOLDINGS (SWITZERLAND) GMBH |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization SWITZERLAND |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 11,952,191 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 11,952,191 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 11,952,191 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 6.0% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
16
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD ASSURANCE COMPANY HOLDINGS, GMBH |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization SWITZERLAND |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 11,952,191 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 11,952,191 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 11,952,191 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 6.0% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
17
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization BERMUDA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 11,952,191 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 11,952,191 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 11,952,191 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 6.0% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
18
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD ASSURANCE COMPANY, LTD |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization BERMUDA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 11,952,191 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 11,952,191 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 11,952,191 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 6.0% |
|
| 14 | Type of Reporting Person IC |
| | | | | | | |
19
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization BERMUDA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 5,976,096 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 5,976,096 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,976,096 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 3.0% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
20
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization DELAWARE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 5,976,096 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 5,976,096 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,976,096 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 3.0% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
21
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD INSURANCE COMPANY |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization NEW HAMPSHIRE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 5,976,096 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 5,976,096 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 5,976,096 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 3.0% |
|
| 14 | Type of Reporting Person IC |
| | | | | | | |
22
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) AW UNDERWRITERS INC. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization DELAWARE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 2,490,040 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 2,490,040 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,490,040 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 1.2% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
23
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ALLIED WORLD SPECIALTY INSURANCE COMPANY |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization DELAWARE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 2,490,040 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 2,490,040 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,490,040 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 1.2% |
|
| 14 | Type of Reporting Person IC |
| | | | | | | |
24
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRUM & FORSTER HOLDINGS CORP. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization DELAWARE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 1,494,024 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 1,494,024 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,494,024 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.7% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
25
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) UNITED STATES FIRE INSURANCE COMPANY |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization DELAWARE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 1,494,024 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 1,494,024 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,494,024 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.7% |
|
| 14 | Type of Reporting Person IC |
| | | | | | | |
26
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ZENITH NATIONAL INSURANCE CORP. |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization DELAWARE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 796,813 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 796,813 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 796,813 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.4% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
27
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ZENITH INSURANCE COMPANY |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization CALIFORNIA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 796,813 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 796,813 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 796,813 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.4% |
|
| 14 | Type of Reporting Person IC |
| | | | | | | |
28
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) RIVERSTONE HOLDINGS LIMITED |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization UNITED KINGDOM |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 1,294,821 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 1,294,821 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,294,821 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.6% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
29
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) RIVERSTONE INSURANCE (UK) LIMITED |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization UNITED KINGDOM |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 1,294,821 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 1,294,821 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,294,821 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.6% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
30
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT LIMITED |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization ENGLAND AND WALES |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 1,992,032 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 1,992,032 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,992,032 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 1.0% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
31
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT INSURANCE HOLDINGS LIMITED |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization ENGLAND AND WALES |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 1,992,032 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 1,992,032 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,992,032 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 1.0% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
32
CUSIP No. Y75638109 | 13D | |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT REINSURANCE (BERMUDA) LIMITED |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
|
| 3 | SEC Use Only |
|
| 4 | Source of Funds OO |
|
| 5 | Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o |
|
| 6 | Citizenship or Place of Organization BERMUDA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 |
|
8 | Shared Voting Power 1,992,032 |
|
9 | Sole Dispositive Power 0 |
|
10 | Shared Dispositive Power 1,992,032 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,992,032 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 1.0% |
|
| 14 | Type of Reporting Person CO |
| | | | | | | |
33
Explanatory note
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on February 26, 2018 by V. Prem Watsa, The One One Zero Nine Holdco Limited, The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (US) Inc., Zenith National Insurance Corp., Zenith Insurance Company, Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, RiverStone Holdings Limited, RiverStone Insurance (UK) Limited, Northbridge Financial Corporation, Northbridge General Insurance Corporation, 1102952 B.C. Unlimited Liability Company, Fairfax Financial Holdings (Switzerland) GmbH, Allied World Assurance Company Holdings, GmbH, Allied World Assurance Company Holdings, Ltd and Allied World Assurance Company, Ltd, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on April 12, 2018 and as further amended by Amendment No. 2 to Schedule 13D filed with the SEC on June 1, 2018 (the “Original Schedule 13D”, and, together with this Amendment No. 3, the “Schedule 13D”).
This Amendment No. 3 is filed in connection with (1) Fairfax Financial Holdings Limited, through certain affiliates (collectively, “Fairfax”) exercising its warrants to purchase 38,461,539 Class A Common Shares (“Common Shares”) of Seaspan Corporation (“Seaspan”) that were issued to it in February 2018 and (2) Seaspan issuing warrants to acquire 25,000,000 Common Shares to Fairfax on July 16, 2018 in consideration for such exercise.
The following amendments to Items 2, 5, 6 and 7 of the Original Schedule 13D are hereby made:
Item 2. Identity and Background.
Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
“This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):
1. V. Prem Watsa, an individual, is a citizen of Canada and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;
2. The One One Zero Nine Holdco Limited (“Holdco”), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of Holdco is as an investment holding company. The principal business address and principal office address of Holdco is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;
34
3. The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. The principal business of Sixty Two is as an investment holding company. The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia V6C 3L2;
4. Fairfax Financial Holdings Limited (“Fairfax” and, together with its subsidiaries, the “Fairfax Group of Companies”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Fairfax is a holding company. The principal business address and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;
5. FFHL Group Ltd. (“FFHL”), a corporation incorporated under the laws of Canada, is a holding company. The principal business address and principal office address of FFHL is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
6. Fairfax (Barbados) International Corp. (“Fairfax Barbados”), a corporation incorporated under the laws of Barbados, is an investment holding company. The principal business address and principal office of Fairfax Barbados is #12 Pine Commercial, The Pine, St. Michael, BB11103, Barbados;
7. Wentworth Insurance Company Ltd. (“Wentworth”), a corporation incorporated under the laws of Barbados, is a reinsurance company. The principal business address and principal office of Wentworth is #12 Pine Commercial, The Pine, St. Michael, BB11103, Barbados; and
8. The Sixty Three Foundation (“Sixty Three”), a non-profit corporation incorporated under the laws of Canada, is a registered charity. The principal business address and principal office of Sixty Three is 95 Wellington Street West, Suite 800, Toronto, ON M5J 2N7.
9. Hamblin Watsa Investment Counsel Ltd. (“HWIC”), a corporation incorporated under the laws of Canada, is an investment counsel. The principal business address and principal office of HWIC is 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7.
10. Fairfax (US) Inc. (“Fairfax US”), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;
11. Odyssey US Holdings Inc. (“Odyssey”), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Odyssey is 1209 Orange Street, Wilmington, Delaware, 19801;
12. Odyssey Re Holdings Corp. (“Odyssey Re”), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Odyssey Re is 300 First Stamford Place, Stamford, Connecticut 06902;
35
13. Odyssey Reinsurance Company (“Odyssey Reinsurance”), a corporation incorporated under the laws of Connecticut, is a reinsurance company. The principal business address and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut 06902;
14. 1102952 B.C. Unlimited Liability Company (“1102952”), a corporation incorporated under the laws of British Columbia, is a holding company. The principal business address and principal office address of 1102952 is 1600-925 West Georgia Street, Vancouver, British Columbia, V6C 3L2;
15. Fairfax Financial Holdings (Switzerland) GmbH (“FFHS”), a corporation incorporated under the laws of Switzerland, is a holding company. The principal business address and principal office address of FFHS is Gubelstrasse 24, 6300, Zug, Switzerland;
16. Allied World Assurance Company Holdings, GmbH (“Allied Holdings GmbH”), a limited liability company incorporated under the laws of Switzerland, is a holding company. The principal business address and principal office address of Allied Holdings GmbH is Park Tower, 15th Floor, Gubelstrasse 24, 6300, Zug, Switzerland;
17. Allied World Assurance Company Holdings, Ltd (“Allied Holdings Ltd”), a corporation incorporated under the laws of Bermuda, is a holding company. The principal business address and principal office address of Allied Holdings Ltd is 27 Richmond Road, Pembroke HM 08, Bermuda;
18. Allied World Assurance Company, Ltd (“Allied Assurance”), a corporation incorporated under the laws of Bermuda, is an insurance company. The principal business address and principal office address of Allied Assurance is 27 Richmond Road, Pembroke HM 08, Bermuda;
19. Allied World Assurance Holdings (Ireland) Ltd (“Allied Ireland”), a corporation incorporated under the laws of Bermuda, is a holding company. The principal business address and principal office address of Allied Ireland is 27 Richmond Road, Pembroke HM 08, Bermuda;
20. Allied World Assurance Holdings (U.S.) Inc. (“Allied U.S.”), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Allied U.S. is 1209 Orange Street, Wilmington, Delaware, 19801;
21. Allied World Insurance Company (“Allied Insurance”), a corporation incorporated under the laws of New Hampshire, is an insurance company. The principal business address and principal office address of Allied Insurance is 10 Ferry Street, Suite 313, Concord, New Hampshire, 03301;
36
22. AW Underwriters Inc. (“AW”), a corporation incorporated under the laws of Delaware, is an insurance agency. The principal business address and principal office address of AW is 251 Little Falls Drive, Wilmington, Delaware, 19808;
23. Allied World Specialty Insurance Company (“Allied Specialty”), a corporation incorporated under the laws of Delaware, is an insurance company. The principal business address and principal office address of Allied Specialty is 251 Little Falls Drive, Wilmington, Delaware, 19808;
24. Crum & Forster Holdings Corp. (“Crum & Forster”), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Crum & Forster is 305 Madison Avenue, Morristown, New Jersey 07962;
25. United States Fire Insurance Company (“US Fire”), a corporation incorporated under the laws of Delaware, is an insurance company. The principal business address and principal office address of US Fire is 1209 Orange Street, Wilmington, Delaware, 19801;
26. Zenith National Insurance Corp. (“ZNIC”), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of ZNIC is 21255 Califa Street, Woodland Hills, California 91367-5021;
27. Zenith Insurance Company (“Zenith”), a corporation incorporated under the laws of California, is a workers’ compensation insurance company. The principal business address and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California 91367-5021;
28. RiverStone Holdings Limited (“RiverStone Holdings”), a company incorporated under the laws of the United Kingdom, is a holding company. The principal business address and principal office address of RiverStone Holdings is 161-163 Preston Road, Brighton, East Sussex, BN1 6AU, England;
29. RiverStone Insurance (UK) Limited (“RiverStone”), a company incorporated under the laws of the United Kingdom, is an insurance and reinsurance company. The principal business address and principal office address of RiverStone is 161-163 Preston Road, Brighton, East Sussex, BN1 6AU, England;
30. Brit Limited (“Brit”), a company incorporated under the laws of England and Wales, is a holding company. The principal business address and principal office address of Brit is The Leadenhall Building, 122 Leadenhall Street, London EC3V 4AB, United Kingdom;
31. Brit Insurance Holdings Limited (“Brit Insurance”) a company incorporated under the laws of England and Wales, is a holding company. The principal business address and principal office address of Brit Insurance is The Leadenhall Building, 122 Leadenhall Street, London EC3V 4AB, United Kingdom;
37
32. Brit Reinsurance (Bermuda) Limited (“Brit Reinsurance”), a corporation incorporated under the laws of Bermuda, is a reinsurance company. The principal business address and principal office address of Brit Reinsurance is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, Holdco, Sixty Two, Fairfax, FFHL, Fairfax Barbados, Wentworth, Sixty Three, HWIC, Fairfax US, Odyssey, Odyssey Re, Odyssey Reinsurance, 1102952, FFHS, Allied Holdings GmbH, Allied Holdings Ltd, Allied Assurance, Allied Ireland, Allied U.S., Allied Insurance, AW, Allied Specialty, Crum & Forster, US Fire, ZNIC, Zenith, RiverStone Holdings, RiverStone, Brit, Brit Insurance or Brit Reinsurance that it is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.
The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD and EE as the case may be, and such Annexes are incorporated herein by reference.
Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Common Shares.
During the last five years, none of the Reporting Persons, and to the best of each such Reporting Person’s knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) “Based on the most recent information available, the aggregate number and percentage of Common Shares (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
(b) Except as described below, the numbers of Common Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the
38
second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
To the best knowledge of the Reporting Persons, the following person beneficially owns the following amount of Common Shares and has shared voting power and shared dispositive power with respect to such Common Shares:
To the best knowledge of the Reporting Persons, the following person beneficially owns the following amount of Common Shares and has sole voting power and sole dispositive power with respect to such Common Shares:
Mark Bannister | | 783 |
Lawrence Chin | | 14,067 |
(c) Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD and EE beneficially owns, or has acquired or disposed of, any Common Shares during the last 60 days.
Mark Bannister beneficially owns, directly or indirectly, 783 Common Shares, all of which he acquired on May 22, 2018 in the open market through a TD Waterhouse Individual Savings Account, at a price of $8.62 per Common Share, for a total of $6,479.46.
(d) No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Common Shares held by the Reporting Persons other than each of the Reporting Persons.
(e) Not applicable.”
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following:
“On July 16, 2018, Fairfax exercised the warrants that were issued to it by Seaspan in February 2018 (the “Warrants”) to purchase 38,461,539 Class A common shares of Seaspan (“Common Shares”) at an exercise price of $6.50 per share, pursuant to a definitive agreement (the “Agreement”) between Seaspan and Fairfax, dated May 31, 2018, as described in the Report of Foreign Private Issuer on Form 6-K filed by Seaspan on May 31, 2018 (the “Form 6-K”, with capitalized terms used below not defined herein having the meanings ascribed to them in the Form 6-K).
Pursuant to the Agreement and in consideration for such exercise of the Warrants by Fairfax, on July 16, 2018, Seaspan has issued to Fairfax warrants to acquire 25,000,000 Common Shares at an exercise price of $8.05 per share (subject to adjustment).
Warrant Agreement
On July 16, 2018, Seaspan and Fairfax entered into a Warrant Agreement (the “Warrant Agreement”) to establish the terms of the New Warrants to acquire 25,000,000 Common Shares of Seaspan. The Warrant Agreement provides that each New Warrant entitles the holder thereof to purchase one Common Share at an exercise price of $8.05 per share (subject to adjustments as
39
provided in the Warrant Agreement), which New Warrants are exercisable at any time prior to July 16, 2025. Holders of the New Warrants may exercise the New Warrants by paying cash or through a cashless exercise. If Fairfax breaches its obligation under the Agreement to conclude the Second Tranche Warrant Exercise, one half of the New Warrants issued on July 16, 2018 will be cancelled.
At any time after July 16, 2022, Seaspan may require all holders of New Warrants to exercise their New Warrants, in whole or in part, if the fair market value of a Common Share, as determined in accordance with the Warrant Agreement, equals or exceeds two times the exercise price on the third trading day prior to the date on which Seaspan delivers notice of the required exercise. The number of Common Shares issuable upon exercise of the New Warrants is subject to certain anti-dilution adjustments for, among other things: splits or combinations of Common Shares; distributions on Common Shares paid in Common Shares, other securities, property or rights; dividends in excess of the current quarterly rate; a Company tender or exchange offer; issuances of Common Shares (or securities convertible into or exchangeable for Common Shares) in non-public offerings at a per Common Share price below a specified discount to the then Common Share fair market value; and similar transactions.
Registration Rights Agreement
On July 16, 2018, Seaspan and Fairfax entered into a registration rights agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, Seaspan agreed, on or prior to 75 days after July 16, 2018, to file a registration statement covering the resale of the Common Shares issuable upon exercise of the New Warrants (the “Registrable Securities”).
The Registration Rights Agreement further provides Fairfax with the right to demand that Seaspan register the Registrable Securities in an underwritten offering, as well as the right to include the Registrable Securities in any underwritten offering of Common Shares initiated by Seaspan or any other shareholder, subject to customary exceptions and limitations.
Seaspan will be obligated to pay cash payments to the holders of New Warrants, as applicable, if, among other things, (a) it fails to comply with its obligations to register the Registrable Securities within the time period specified in the Registration Rights Agreement, or (b) the applicable registration statements cease to be effective or Seaspan suspends use of such registration statements by the holders of the New Warrants under certain circumstances and beyond permitted time periods. The Registration Rights Agreement provides that all registration expenses, including the reasonable fees and expenses of any counsel on behalf of the holders of the Registrable Securities, will be borne by Seaspan.
The foregoing descriptions of the Agreement, the Warrants, the Warrant Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Agreement, Warrant Agreement and the Registration Rights Agreement.”
40
Item 7. Material to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following exhibits to the end thereof:
“Ex. 1.1: Members of filing group
Ex. 2.1: Joint filing agreement dated as of July 17, 2018 among V. Prem Watsa, The One One Zero Nine Holdco Limited, The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (Barbados) International Corp., Wentworth Insurance Company Ltd., The Sixty Three Foundation, Hamblin Watsa Investment Counsel Ltd., Fairfax (US) Inc., Odyssey US Holdings Inc, Odyssey Re Holdings Corp., Odyssey Reinsurance Company, 1102952 B.C. Unlimited Liability Company, Fairfax Financial Holdings (Switzerland) GmbH, Allied World Assurance Company Holdings, GmbH, Allied World Assurance Company Holdings, Ltd, Allied World Assurance Company, Ltd, Allied World Assurance Holdings (Ireland) Ltd, Allied World Assurance Holdings (U.S.) Inc., Allied World Insurance Company, AW Underwriters Inc., Allied World Specialty Insurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, Zenith National Insurance Corp., Zenith Insurance Company, RiverStone Holdings Limited, RiverStone Insurance (UK) Limited, Brit Limited, Brit Insurance Holdings Limited and Brit Reinsurance (Bermuda) Limited”
Ex. 4 Power of attorney, dated February 26, 2018
Ex. 5 Power of attorney, dated July 16, 2018
41
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | V. Prem Watsa |
| |
| /s/ V. Prem Watsa |
42
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | The One One Zero Nine Holdco Limited |
| |
| By: | /s/ V. Prem Watsa |
| | Name: V. Prem Watsa |
| | Title: President |
43
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | The Sixty Two Investment Company Limited |
| |
| By: | /s/ V. Prem Watsa |
| | Name: V. Prem Watsa |
| | Title: President |
44
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Fairfax Financial Holdings Limited |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: President |
45
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | FFHL Group Ltd. |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Director |
46
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Fairfax (Barbados) International Corp. |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
47
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Wentworth Insurance Company Ltd. |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
48
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | The Sixty Three Foundation |
| |
| By: | /s/ V. Prem Watsa |
| | Name: V. Prem Watsa |
| | Title: Director |
49
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Hamblin Watsa Investment Counsel Ltd. |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Managing Director |
50
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Fairfax (US) Inc. |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
51
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Odyssey US Holdings Inc. |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
52
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Odyssey Re Holdings Corp. |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
53
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Odyssey Reinsurance Company |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
54
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | 1102952 B.C. Unlimited Liability Company |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
55
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Fairfax Financial Holdings (Switzerland) GmbH |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
56
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Allied World Assurance Company Holdings, GmbH |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
57
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Allied World Assurance Company Holdings, Ltd |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
58
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Allied World Assurance Company, Ltd |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
59
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Allied World Assurance Holdings (U.S.) Inc. |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
60
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Allied World Insurance Company |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
61
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | AW Underwriters Inc. |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
62
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Allied World Specialty Insurance Company |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
63
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Crum & Forster Holdings Corp. |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
64
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | United States Fire Insurance Company |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
65
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Zenith National Insurance Corp. |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
66
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Zenith Insurance Company |
| |
| |
| By: | /s/ Paul Rivett |
| | Name: Paul Rivett |
| | Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
67
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | RiverStone Holdings Limited |
| |
| |
| By: | /s/ Nicholas C. Bentley |
| | Name: Nicholas C. Bentley |
| | Title: Managing Director |
68
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | RiverStone Insurance (UK) Limited |
| |
| |
| By: | /s/ Nicholas C. Bentley |
| | Name: Nicholas C. Bentley |
| | Title: Director |
69
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Brit Limited |
| |
| |
| By: | /s/ Mark Allan |
| Name: | Mark Allan |
| Title: | Chief Financial Officer and Director |
70
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Brit Insurance Holdings Limited |
| |
| |
| By: | /s/ Mark Allan |
| Name: | Mark Allan |
| Title: | Chief Financial Officer and Director |
71
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2018 | Brit Reinsurance (Bermuda) Limited |
| |
| |
| By: | /s/ Mark Allan |
| Name: | Mark Allan |
| Title: | Director |
72
Annex Index
Annex | | Description |
| | |
A | | Directors and Executive Officers of The One One Zero Nine Holdco Limited |
B | | Directors and Executive Officers of The Sixty Two Investment Company Limited |
C | | Directors and Executive Officers of Fairfax Financial Holdings Limited |
D | | Directors and Executive Officers of FFHL Group Ltd. |
E | | Directors and Executive Officers of Fairfax (Barbados) International Corp. |
F | | Directors and Executive Officers of Wentworth Insurance Company Ltd. |
G | | Directors and Executive Officers of The Sixty Three Foundation |
H | | Directors and Executive Officers of Hamblin Watsa Investment Counsel Ltd. |
I | | Directors and Executive Officers of Fairfax (US) Inc. |
J | | Directors and Executive Officers of Odyssey US Holdings Inc. |
K | | Directors and Executive Officers of Odyssey Re Holdings Corp. |
L | | Directors and Executive Officers of Odyssey Reinsurance Company |
M | | Directors and Executive Officers of 1102952 B.C. Unlimited Liability Company |
N | | Directors and Executive Officers of Fairfax Financial Holdings (Switzerland) GmbH |
O | | Directors and Executive Officers of Allied World Assurance Company Holdings, GmbH |
P | | Directors and Executive Officers of Allied World Assurance Company Holdings, Ltd |
Q | | Directors and Executive Officers of Allied World Assurance Company, Ltd |
R | | Directors and Executive Officers of Allied World Assurance Holdings (Ireland) Ltd |
S | | Directors and Executive Officers of Allied World Assurance Holdings (U.S.) Inc. |
73
Annex | | Description |
| | |
T | | Directors and Executive Officers of Allied World Insurance Company |
U | | Directors and Executive Officers of AW Underwriters Inc. |
V | | Directors and Executive Officers of Allied World Specialty Insurance Company |
W | | Directors and Executive Officers of Crum & Forster Holdings Corp. |
X | | Directors and Executive Officers of United States Fire Insurance Company |
Y | | Directors and Executive Officers of Zenith National Insurance Corp. |
Z | | Directors and Executive Officers of Zenith Insurance Company |
AA | | Directors and Executive Officers of RiverStone Holdings Limited |
BB | | Directors and Executive Officers of RiverStone Insurance (UK) Limited |
CC | | Directors and Executive Officers of Brit Limited |
DD | | Directors and Executive Officers of Brit Insurance Holdings Limited |
EE | | Directors and Executive Officers of Brit Reinsurance (Bermuda) Limited |
74
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
THE ONE ONE ZERO NINE HOLDCO LIMITED
The following table sets forth certain information with respect to the directors and executive officers of The One One Zero Nine Holdco Limited.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
V. Prem Watsa (President and Director) | | Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Eric P. Salsberg (Secretary) | | Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
75
ANNEX B
DIRECTORS AND EXECUTIVE OFFICERS OF
THE SIXTY TWO INVESTMENT COMPANY LIMITED
The following table sets forth certain information with respect to the directors and executive officers of The Sixty Two Investment Company Limited.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
V. Prem Watsa (President and Director) | | Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Eric P. Salsberg (Secretary and Director) | | Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
76
ANNEX C
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX FINANCIAL HOLDINGS LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings Limited.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
V. Prem Watsa (Chairman and Chief Executive Officer) | | Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Anthony F. Griffiths (Director) | | Independent Business Consultant, Toronto, Ontario, Canada | | Canada |
| | | | |
Robert J. Gunn (Director) | | Independent Business Consultant, Toronto, Ontario, Canada | | Canada |
| | | | |
Alan D. Horn (Director) | | President and Chief Executive Officer, Rogers Telecommunications Limited 333 Bloor Street East Toronto, Ontario, M4W 1G9 | | Canada |
| | | | |
Karen L. Jurjevich (Director) | | Principal, Branksome Hall and CEO and Principal, Branksome Hall Global 10 Elm Avenue Toronto, Ontario M4W 1N4 | | Canada |
| | | | |
John R. V. Palmer (Director) | | Chairman, Toronto Leadership Centre 65 Queen Street West, Suite 1240 Toronto, ON M5H 2M5 | | Canada |
77
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Timothy R. Price (Director) | | Chairman of Brookfield Funds, Brookfield Asset Management Inc. c/o Edper Financial Group 51 Yonge Street, Suite 400 Toronto, ON M5E 1J1 | | Canada |
| | | | |
Brandon W. Sweitzer (Director) | | Dean, School of Risk Management, Insurance and Actuarial Science St. John’s University 101 Murray Street, Suite 438 New York, New York 10007-2165 | | United States |
| | | | |
Lauren C. Templeton (Director) | | Founder and President, Templeton and Phillips Capital Management, LLC 810 Scenic Highway Lookout Mountain, TN, USA 37350 | | United States |
| | | | |
Benjamin P. Watsa (Director) | | Founder and President, Marval Capital Ltd. 77 King Street West, Suite 4545 Toronto, Ontario M5K 1K2 | | Canada |
| | | | |
Christine N. McLean (Director) | | Director of Research, Sprucegrove Investment Management 181 University Ave, Suite 1300 Toronto, Ontario M5H 3M7 | | Canada |
| | | | |
John Varnell (Vice President, Corporate Development) | | Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Eric P. Salsberg (Vice President, Corporate Affairs and Corporate Secretary) | | Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
78
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Paul Rivett (President) | | President, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Bradley P. Martin (Vice President, Strategic Investments) | | Vice President, Strategic Investments, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Jennifer Allen (Vice President) | | Vice President Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
David Bonham (Vice President and Chief Financial Officer) | | Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Peter Clarke (Vice President and Chief Risk Officer) | | Vice President and Chief Risk Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Jean Cloutier (Vice President, International Operations) | | Vice President, International Operations, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Ronald Schokking (Vice President and Treasurer) | | Vice President and Treasurer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Vinodh Loganadhan (Vice President, Administrative Services) | | Vice President, Administrative Services, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
79
ANNEX D
DIRECTORS AND EXECUTIVE OFFICERS OF
FFHL GROUP LTD.
The following table sets forth certain information with respect to the directors and executive officers of FFHL Group Ltd.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
V. Prem Watsa (President and Chief Executive Officer and Director) | | Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Eric P. Salsberg (Vice President and Director) | | Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Paul Rivett (Director) | | President, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Bradley P. Martin (Vice President and Secretary) | | Vice President, Strategic Investments, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Ronald Schokking (Vice President and Director) | | Vice President and Treasurer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
80
ANNEX E
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX (BARBADOS) INTERNATIONAL CORP.
The following table sets forth certain information with respect to the directors and executive officers of Fairfax (Barbados) International Corp.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Lisl Lewis (Director) | | Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | Barbados |
| | | | |
Alistair Dent (Director) | | Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | British |
| | | | |
Ronald Schokking (Chairman) | | Vice President and Treasurer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, M5J 2N7 | | Canada |
| | | | |
Jean Cloutier (Director) | | Vice President, International Operations Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, M5J 2N7 | | Canada |
| | | | |
William Peter Douglas (Director) | | Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | Barbados |
81
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Simon P.G. Lee (Director) | | Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | British |
| | | | |
Janice Burke (Vice President and General Manager) | | Vice President and General Manager, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | United States |
| | | | |
Paula Alleyne (Senior Manager, Treasury & Financial Reporting) | | Vice President and General Manager, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | Barbados |
| | | | |
Niall Tully (Vice President and Chief Financial Officer) | | ffh Management Services First Floor 25-28 Adelaide Road Dublin 2 Ireland | | Ireland |
| | | | |
Paul Mulvin (Vice President) | | ffh Management Services First Floor 25-28 Adelaide Road Dublin 2 Ireland | | Ireland |
82
ANNEX F
DIRECTORS AND EXECUTIVE OFFICERS OF
WENTWORTH INSURANCE COMPANY LTD.
The following table sets forth certain information with respect to the directors and executive officers of Wentworth Insurance Company Ltd.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Lisl Lewis (Director) | | Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | Barbados |
| | | | |
Alistair Dent (Director) | | Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | British |
| | | | |
Ronald Schokking (Chairman) | | Vice President and Treasurer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, M5J 2N7 | | Canada |
| | | | |
Jean Cloutier (Director) | | Vice President, International Operations Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, M5J 2N7 | | Canada |
83
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in��which such employment is conducted | | Citizenship |
| | | | |
William Peter Douglas (Director) | | Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | Barbados |
| | | | |
Janice Burke (Vice President and General Manager) | | Vice President and General Manager, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | United States |
| | | | |
Paula Alleyne (Senior Manager, Treasury & Financial Reporting) | | Vice President and General Manager, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | Barbados |
| | | | |
Sammy S.Y. Chan (Vice President) | | Fairfax Asia Limited 41/F Hopewell Centre 183 Queen’s Road East Room 411, Wanchai Hong Kong | | Canada |
| | | | |
Niall Tully (Vice President and Chief Financial Officer) | | ffh Management Services First Floor 25-28 Adelaide Road Dublin 2 Ireland | | Ireland |
| | | | |
Paul Mulvin (Vice President) | | ffh Management Services First Floor 25-28 Adelaide Road Dublin 2 Ireland | | Ireland |
84
ANNEX G
DIRECTORS AND EXECUTIVE OFFICERS OF THE SIXTY THREE FOUNDATION
The following table sets forth certain information with respect to the directors and executive officers of The Sixty Three Foundation.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
V. Prem Watsa (Director) | | Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Eric Salsberg (Director) | | Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Anthony Griffiths (Director) | | Independent Business Consultant, Toronto, Ontario, Canada | | Canada |
| | | | |
Ronald Schokking (Treasurer) | | Vice President and Treasurer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, M5J 2N7 | | Canada |
85
ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF HAMBLIN WATSA INVESTMENT COUNSEL LTD.
The following table sets forth certain information with respect to the directors and executive officers of Hamblin Watsa Investment Counsel Ltd.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
V. Prem Watsa (Vice President and Director) | | Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Roger Lace (Director and Chairman) | | Director and Chairman, 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
| | | | |
Paul Rivett (Vice President and Managing Director) | | President, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Paul Blake (Vice President, Equity Trading) | | Vice President, Equity Trading Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
David Bonham (Treasurer and Chief Financial Officer) | | Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
F. Brian Bradstreet (Managing Director, Fixed Income) | | Managing Director, Fixed Income Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Wade Burton (President and Chief Investment Officer) | | President and Chief Investment Officer Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802 Toronto, Ontario M5J 2N7 | | Canada |
86
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Lawrence Chin (Vice President and Chief Operating Officer) | | Vice President and Chief Operating Officer, Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
| | | | |
Peter Clarke (Vice President and Chief Risk Officer) | | Vice President and Chief Risk Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Peter Furlan (Vice President and Chief Research Officer) | | Vice President and Chief Research Officer, Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
| | | | |
Paul Ianni (Vice President) | | Vice President, Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
| | | | |
Ian Kelly (Managing Director, European Investments) | | Managing Director, European Investments Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | United Kingdom |
| | | | |
Enza LaSelva (Vice President, Fixed Income Trading) | | Vice President, Fixed Income Trading, Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
| | | | |
Nick Lim (Vice President) | | Vice President, Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
| | | | |
Jamie Lowry (Managing Director, European Investments) | | Managing Director, European Investments Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
| | | | |
Quinn McLean (Managing Director, Middle East and Africa) | | Managing Director, Middle East and Africa, Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
87
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Sam Mitchell (Managing Director) | | Managing Director, Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | United States |
| | | | |
Chandran Ratnaswami (Managing Director, International Equities) | | Managing Director, International Equities, Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
| | | | |
Yi Sang (Managing Director, Asia) | | Managing Director, Asia, Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
| | | | |
Kleven Sava (Vice President, Fixed Income Trading) | | Vice President, Fixed Income Trading, Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
| | | | |
Jeff Ware (Managing Director, Latin America) | | Managing Director, Latin America, Hamblin Watsa Investment Counsel Ltd. 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7 | | Canada |
| | | | |
Sherry Wilcox (Vice President and Chief Compliance Officer) | | Senior Legal Counsel, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
88
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX (US) INC.
The following table sets forth certain information with respect to the directors and executive officers of Fairfax (US) Inc.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Eric P. Salsberg (Chairman, Vice President and Director) | | Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Ronald Schokking (Vice President and Assistant Secretary) | | Vice President and Treasurer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Michael T. Bullen (President, Chief Executive Officer, Secretary and Director) | | President, Chief Executive Officer, Secretary and Director Fairfax (US) Inc. 2850 Lake Vista Drive, Ste. 150 Lewisville, Texas 75067 | | United States |
| | | | |
Sonja Lundy (Vice President, Treasurer and Director) | | Vice President, Treasurer and Director Fairfax (US) Inc. 2850 Lake Vista Drive, Ste. 150 Lewisville, Texas 75067 | | United States |
89
ANNEX J
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY US HOLDINGS INC.
The following table sets forth certain information with respect to the directors and executive officers of Odyssey US Holdings Inc.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Brian D. Young (Chairman of the Board of Directors, President and Chief Executive Officer) | | President, Chief Executive Officer, and Director, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Michael G. Wacek (Executive Vice President, Corporate Secretary and Director) | | Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Jan Christiansen (Executive Vice President, Chief Financial Officer, Controller and Director) | | Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | Denmark |
90
ANNEX K
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY RE HOLDINGS CORP.
The following table sets forth certain information with respect to the directors and executive officers of Odyssey Re Holdings Corp.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Brian D. Young (President, Chief Executive Officer and Director) | | President and Chief Executive Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Michael G. Wacek (Executive Vice President and Chief Risk Officer) | | Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Jan Christiansen (Executive Vice President and Chief Financial Officer) | | Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | Denmark |
| | | | |
Peter H. Lovell (Senior Vice President, General Counsel and Corporate Secretary) | | Senior Vice President, General Counsel and Corporate Secretary, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Brandon W. Sweitzer (Director) | | Dean, School of Risk Management, Insurance and Actuarial Science St. John’s University 101 Murray Street, Suite 438 New York, New York 10007-2165 | | United States |
91
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Paul Rivett (Director) | | President, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
David Bonham (Director) | | Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Peter Clarke (Director) | | Vice President and Chief Risk Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Andrew A. Barnard (Chairman of the Board) | | President and Chief Operating Officer, Fairfax Insurance Group 100 William Street, 5th Floor New York, New York 10038 | | United States |
92
ANNEX L
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY REINSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Odyssey Reinsurance Company.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Brian D. Young (Chairman, President and Chief Executive Officer) | | Chairman, President and Chief Executive Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Michael G. Wacek (Executive Vice President, Chief Risk Officer and Director) | | Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Jan Christiansen (Executive Vice President and Director) | | Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | Denmark |
| | | | |
Elizabeth A. Sander (Executive Vice President and Chief Actuary) | | Executive Vice President and Chief Actuary, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Alane R. Carey (Executive Vice President) | | Executive Vice President, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
93
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Isabelle Dubots-Lafitte (Executive Vice President) | | Executive Vice President, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Joseph A. Guardo (Executive Vice President) | | Executive Vice President, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Carl A. Overy (Executive Vice President) | | Chief Executive Officer, London Market Division, Newline Underwriting Management Limited Corn Exchange, 55 Mark Lane, London EC3R 7NE England | | United Kingdom |
| | | | |
Lucien Pietropoli (Executive Vice President) | | Chief Executive Officer, Asia Pacific Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902 | | France |
| | | | |
Brian D. Quinn (Executive Vice President) | | Executive Vice President, Odyssey Reinsurance Company 300 First Stamford Place, Stamford, Connecticut 06902 | | United States |
| | | | |
Philippe Mallier (Executive Vice President) | | Executive Vice President, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902 | | France |
94
ANNEX M
DIRECTORS AND EXECUTIVE OFFICERS OF
1102952 B.C. UNLIMITED LIABILITY COMPANY
The following table sets forth certain information with respect to the directors and executive officers of 1102952 B.C. Unlimited Liability Company.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
John Varnell (Director) | | Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
95
ANNEX N
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX FINANCIAL HOLDINGS (SWITZERLAND) GMBH
The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings (Switzerland) GmbH.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Scott Carmilani (Chairman of the Board of Managing Officers and President & Chief Executive Officer) | | Chairman of the Board of Managing Officers and President & Chief Executive Officer Allied World Assurance Company Holdings, GmbH 800 Brickell Avenue, Suite 802 Miami, FL 33131 | | United States |
| | | | |
John Bender (Managing Officer) | | Managing Officer and CEO, Global Reinsurance Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Wesley Dupont (Managing Officer) | | Managing Officer and CEO, Global Legal & Strategy Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Louis Iglesias (Managing Officer) | | Managing Officer and CEO, Global Insurance Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Jean Cloutier (Managing Officer) | | Vice President, International Operations, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
96
ANNEX O
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, GMBH
The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company Holdings, GmbH.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Scott Carmilani (Chairman of the Board of Managing Officers and President & Chief Executive Officer) | | Chairman of the Board of Managing Officers and President & Chief Executive Officer Allied World Assurance Company Holdings, GmbH 800 Brickell Avenue, Suite 802 Miami, FL 33131 | | United States |
| | | | |
John Bender (Managing Officer and CEO, Global Reinsurance) | | Managing Officer and CEO, Global Reinsurance Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Wesley Dupont (Managing Officer and CEO, Global Legal & Strategy) | | Managing Officer and CEO, Global Legal & Strategy Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
97
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Louis Iglesias (Managing Officer and CEO, Global Insurance) | | Managing Officer and CEO, Global Insurance Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Jean Cloutier (Managing Officer) | | Vice President, International Operations, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
David Gelinne (SVP, Chief Actuary) | | SVP, Chief Actuary Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Kent Ziegler (SVP, Chief Financial Officer) | | SVP, Chief Financial Officer Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
98
ANNEX P
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company Holdings, Ltd.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Scott Carmilani (Director) | | Chairman of the Board of Managing Officers and President & Chief Executive Officer Allied World Assurance Company Holdings, GmbH 800 Brickell Avenue, Suite 802 Miami, FL 33131 | | United States |
| | | | |
Wesley Dupont (Director) | | Managing Officer and CEO, Global Legal & Strategy Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Michael McCrimmon (Director and President, North American Property & Bermuda Branch Manager) | | Director and President, North American Property & Bermuda Branch Manager Allied World Assurance Company Holdings, Ltd 27 Richmond Road Pembroke HM 08 Bermuda | | Canada |
99
ANNEX Q
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD ASSURANCE COMPANY, LTD
The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company, Ltd.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Scott Carmilani (Director) | | Chairman of the Board of Managing Officers and President & Chief Executive Officer Allied World Assurance Company Holdings, GmbH 800 Brickell Avenue, Suite 802 Miami, FL 33131 | | United States |
| | | | |
Wesley Dupont (Director) | | Managing Officer and CEO, Global Legal & Strategy Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Michael McCrimmon (Director and President, North American Property & Bermuda Branch Manager) | | Director and President, North American Property & Bermuda Branch Manager Allied World Assurance Company Holdings, Ltd 27 Richmond Road Pembroke HM 08 Bermuda | | Canada |
| | | | |
Scott Hunter (Director) | | Retired | | Bermuda |
100
ANNEX R
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD
The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Holdings (Ireland) Ltd.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Wesley Dupont (Director) | | Managing Officer and CEO, Global Legal & Strategy Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Jim O’Mahoney (Director) | | Retired | | Ireland |
| | | | |
Sean Hehir (Director) | | Retired | | Ireland |
| | | | |
Lee Dwyer (Director and President) | | Director and President, Allied World Assurance Holdings (Ireland) Ltd. 3rd Floor, Georges Quay Plaza Georges Quay Dublin 2 Ireland | | United Kingdom |
101
ANNEX S
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.
The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Holdings (U.S.) Inc.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Scott Carmilani (Director) | | Chairman of the Board of Managing Officers and President & Chief Executive Officer Allied World Assurance Company Holdings, GmbH 800 Brickell Avenue, Suite 802 Miami, FL 33131 | | United States |
| | | | |
John Bender (Director) | | Managing Officer and CEO, Global Reinsurance Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Wesley Dupont (Director and Executive Vice President & Secretary) | | Managing Officer and CEO, Global Legal & Strategy Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Louis Iglesias (Director and President) | | Managing Officer and CEO, Global Insurance Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
John McElroy (Director) | | Executive Vice President Allied World Insurance Company 199 Water Street, 26th Floor New York, NY 10038 | | United States |
102
ANNEX T
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Allied World Insurance Company.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Scott Carmilani (Director) | | Chairman of the Board of Managing Officers and President & Chief Executive Officer Allied World Assurance Company Holdings, GmbH 800 Brickell Avenue, Suite 802 Miami, FL 33131 | | United States |
| | | | |
John Bender (Director and CEO, Global Reinsurance) | | Managing Officer and CEO, Global Reinsurance Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Wesley Dupont (Director) | | Managing Officer and CEO, Global Legal & Strategy Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Louis Iglesias (Director and CEO, Global Insurance) | | Managing Officer and CEO, Global Insurance Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
John McElroy (Director and Executive Vice President, Global Insurance) | | Executive Vice President Allied World Insurance Company 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Robert Bowden (Executive Vice President, Chief Marketing Officer) | | Executive Vice President, Chief Marketing Officer Allied World Insurance Company 550 Hope Street, Suite 1825 Los Angeles, CA 90071 | | United States |
| | | | |
David Gelinne (SVP, Chief Actuary) | | SVP, Chief Actuary Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
103
ANNEX U
DIRECTORS AND EXECUTIVE OFFICERS OF
AW UNDERWRITERS INC.
The following table sets forth certain information with respect to the directors and executive officers of AW Underwriters Inc.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Scott Carmilani (Director) | | Chairman of the Board of Managing Officers and President & Chief Executive Officer Allied World Assurance Company Holdings, GmbH 800 Brickell Avenue, Suite 802 Miami, FL 33131 | | United States |
| | | | |
Wesley Dupont (Director) | | Managing Officer and CEO, Global Legal & Strategy Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Louis Iglesias (Director and CEO, Global Insurance) | | Managing Officer and CEO, Global Insurance Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
John McElroy (Director and Executive Vice President, Global Insurance) | | Executive Vice President Allied World Insurance Company 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Robert Bowden (Executive Vice President, Chief Marketing Officer) | | Executive Vice President, Chief Marketing Officer Allied World Insurance Company 550 Hope Street, Suite 1825 Los Angeles, CA 90071 | | United States |
| | | | |
David Gelinne (SVP, Chief Actuary) | | SVP, Chief Actuary Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
104
ANNEX V
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD SPECIALTY INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Allied World Specialty Insurance Company.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Scott Carmilani (Director) | | Chairman of the Board of Managing Officers and President & Chief Executive Officer Allied World Assurance Company Holdings, GmbH 800 Brickell Avenue, Suite 802 Miami, FL 33131 | | United States |
| | | | |
Wesley Dupont (Director) | | Managing Officer and CEO, Global Legal & Strategy Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Louis Iglesias (Director and CEO, Global Insurance) | | Managing Officer and CEO, Global Insurance Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
John McElroy (Director and Executive Vice President, Global Insurance) | | Executive Vice President Allied World Insurance Company 199 Water Street, 26th Floor New York, NY 10038 | | United States |
| | | | |
Robert Bowden (Executive Vice President, Chief Marketing Officer) | | Executive Vice President, Chief Marketing Officer Allied World Insurance Company 550 Hope Street, Suite 1825 Los Angeles, CA 90071 | | United States |
| | | | |
David Gelinne (SVP, Chief Actuary) | | SVP, Chief Actuary Allied World Assurance Company Holdings, GmbH 199 Water Street, 26th Floor New York, NY 10038 | | United States |
105
ANNEX W
DIRECTORS AND EXECUTIVE OFFICERS OF
CRUM & FORSTER HOLDINGS CORP.
The following table sets forth certain information with respect to the directors and executive officers of Crum & Forster Holdings Corp.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Marc J. Adee (President, Chief Executive Officer, Chairman and Director) | | President and Chief Executive Officer, Crum & Forster Holdings Corp. and various other insurance subsidiaries, 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
James V. Kraus (Senior Vice President, General Counsel, Secretary and Director) | | Senior Vice President, General Counsel, Secretary and Director, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
Arleen A. Paladino (Senior Vice President, Chief Financial Officer and Director) | | Senior Vice President, Chief Financial Officer and Director, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
Andrew A. Barnard (Director) | | President and Chief Operating Officer, Fairfax Insurance Group 100 William Street, 5th Floor New York, New York 10038 | | United States |
| | | | |
David Bonham (Director) | | Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
106
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Peter Clarke (Director) | | Vice President and Chief Risk Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Paul Rivett (Director) | | President, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
107
ANNEX X
DIRECTORS AND EXECUTIVE OFFICERS OF
UNITED STATES FIRE INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of United States Fire Insurance Company.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Marc J. Adee (President, Chief Executive Officer, Chairman and Director) | | President and Chief Executive Officer, Crum & Forster Holdings Corp. and various other insurance subsidiaries 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
Anthony R. Slimowicz (Executive Vice President, Chief Operating Officer and Director) | | Executive Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
Arleen A. Paladino (Senior Vice President, Chief Financial Officer and Director) | | Senior Vice President, Chief Financial Officer and Director, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
James V. Kraus (Senior Vice President, General Counsel and Secretary) | | Senior Vice President, General Counsel, Secretary and Director, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
Carmine Scaglione (Senior Vice President and Controller) | | Senior Vice President and Controller, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 | | United States |
108
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
George R. French (Treasurer and Vice President) | | Treasurer and Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 | | United States |
109
ANNEX Y
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH NATIONAL INSURANCE CORP.
The following table sets forth certain information with respect to the directors and executive officers of Zenith National Insurance Corp.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Jack D. Miller (Chairman and Director) | | Chairman, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
| | | | |
Andrew A. Barnard (Director) | | President and Chief Operating Officer, Fairfax Insurance Group 100 William Street, 5th Floor New York, New York 10038 | | United States |
| | | | |
Peter Clarke (Director) | | Vice President and Chief Risk Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
David Bonham (Director) | | Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Paul Rivett (Director) | | President, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Kari L. Van Gundy (President, Chief Executive Officer and Director) | | President, Chief Executive Officer and Director, Zenith National Insurance Corp. 21255 Califa St. Woodland Hills, California 91367 | | United States |
110
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
William J. Owen (Executive Vice President, Chief Financial Officer and Treasurer) | | Executive Vice President, Chief Financial Officer and Treasurer, Zenith National Insurance Corp. 21255 Califa St. Woodland Hills, California 91367 | | United Kingdom, United States |
| | | | |
Davidson M. Pattiz (Executive Vice President and Chief Operating Officer) | | Executive Vice President and Chief Operating Officer, Zenith National Insurance Corp. 21255 Califa St. Woodland Hills, California 91367 | | United States |
| | | | |
Chad J. Helin (Executive Vice President, General Counsel and Director) | | Executive Vice President, General Counsel, Secretary and Director, Zenith National Insurance Corp. 21255 Califa St. Woodland Hills, California 91367 | | United States |
111
ANNEX Z
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Zenith Insurance Company.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Jack D. Miller (Chairman and Director) | | Chairman and Director, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
| | | | |
Kari L. Van Gundy (President, Chief Executive Officer and Director) | | President, Chief Executive Officer and Director, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
| | | | |
A. Mary Ames (Executive Vice President) | | Executive Vice President, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
| | | | |
Craig C. Thomson (Executive Vice President) | | Executive Vice President, Zenith Insurance Company 925 Highland Pointe Drive, Suite 250 Roseville, California 95678 | | United States |
| | | | |
Jason T. Clarke (Executive Vice President and Chief Actuary) | | Executive Vice President and Chief Actuary, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
112
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Davidson M. Pattiz (Executive Vice President and Chief Operating Officer) | | Executive Vice President and Chief Operating Officer, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
| | | | |
William J. Owen (Executive Vice President, Chief Financial Officer and Treasurer) | | Executive Vice President, Chief Financial Officer and Treasurer, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United Kingdom, United States |
| | | | |
Eden M. Feder (Executive Vice President) | | Executive Vice President, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
| | | | |
Michael F. Cunningham (Executive Vice President) | | Executive Vice President, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
| | | | |
Paul R. Ramont (Executive Vice President) | | Executive Vice President, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
| | | | |
Jonathan W. Lindsay (Executive Vice President) | | Executive Vice President, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
| | | | |
Chad J. Helin (Executive Vice President, General Counsel, Secretary and Director) | | Executive Vice President, General Counsel, Secretary and Director, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
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ANNEX AA
DIRECTORS AND EXECUTIVE OFFICERS OF
RIVERSTONE HOLDINGS LIMITED
The following table sets forth certain information with respect to the directors and executive officers of RiverStone Holdings Limited.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Nicholas C. Bentley (Managing Director) | | Chairman, Chief Executive Officer and President, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | United Kingdom United States |
| | | | |
Luke Tanzer (Director) | | Director, RiverStone Management Limited 161-163 Preston Road Brighton, BN1 6AU, England | | Australia |
| | | | |
Lorna Hemsley (Finance Director) | | Finance Director, RiverStone Management Limited 161-163 Preston Road Brighton, BN1 6AU, England | | United Kingdom |
| | | | |
Fraser Henry (Company Secretary) | | General Counsel and Company Secretary, RiverStone Management Limited 161-163 Preston Road, Brighton, BN1 6AU, England | | United Kingdom |
| | | | |
Sarah Garrod (Company Secretary) | | Company Secretary, RiverStone Management Limited 161-163 Preston Road, Brighton, BN1 6AU, England | | United Kingdom |
114
ANNEX BB
DIRECTORS AND EXECUTIVE OFFICERS OF
RIVERSTONE INSURANCE (UK) LIMITED
The following table sets forth certain information with respect to the directors and executive officers of RiverStone Insurance (UK) Limited.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Nicholas C. Bentley (Director) | | Chairman, Chief Executive Officer RiverStone Management Limited 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | United Kingdom United States |
| | | | |
Luke Tanzer (Managing Director) | | Managing Director, RiverStone Management Limited 161-163 Preston Road Brighton, BN1 6AU, England | | Australia |
| | | | |
Lorna Hemsley (Finance Director) | | Finance Director, RiverStone Management Limited 161-163 Preston Road Brighton, BN1 6AU, England | | United Kingdom |
| | | | |
Mark Bannister | | Operations Director, RiverStone Management Limited 161-163 Preston Road Brighton, BN1 6AU, England | | United Kingdom |
| | | | |
Jasvinder Saggu (Director) | | Director, RiverStone Insurance (UK) Limited 161-163 Preston Road Brighton, BN1 6AU, England | | United Kingdom |
| | | | |
Tom Riddell (Director) | | Director, RiverStone Insurance (UK) Limited 161-163 Preston Road Brighton, BN1 6AU, England | | United Kingdom |
115
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Kalpana Shah (Director) | | Director, RiverStone Insurance (UK) Limited 161-163 Preston Road Brighton, BN1 6AU, England | | United Kingdom |
| | | | |
Fraser Henry (Company Secretary) | | General Counsel and Company Secretary, RiverStone Management Limited 161-163 Preston Road, Brighton, BN1 6AU, England | | United Kingdom |
| | | | |
Sarah Garrod (Company Secretary) | | Company Secretary, RiverStone Management Limited 161-163 Preston Road, Brighton, BN1 6AU, England | | United Kingdom |
116
ANNEX CC
DIRECTORS AND EXECUTIVE OFFICERS OF
BRIT LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Brit Limited.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Richard Ward (Senior Independent Non-Executive Director) | | Senior Independent Non-Executive Director, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kindgom |
| | | | |
Mark Cloutier (Group Executive Chairman and Director) | | Group Executive Chairman, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | Canada |
| | | | |
Matthew Wilson (Group Chief Executive Officer and Director) | | Group Chief Executive Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Mark Allan (Chief Financial Officer and Director) | | Chief Financial Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
117
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Andrew Barnard (Director) | | President and Chief Operating Officer, Fairfax Insurance Group 100 William Street, 5th Floor New York, New York 10038 | | United States |
| | | | |
Jeremy Ehrlich (Director) | | Senior Legal Counsel, Investment Legal, OMERS Administration Corporation One University Avenue, Suite 400, Toronto, Ontario M5J 2P1 | | Canada |
| | | | |
Gordon Campbell (Director) | | Independent Non-Executive The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | Canada |
118
ANNEX DD
DIRECTORS AND EXECUTIVE OFFICERS OF
BRIT INSURANCE HOLDINGS LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Brit Insurance Holdings Limited.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Mark Cloutier (Director) | | Group Executive Chairman, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | Canada |
| | | | |
Antony Usher (Director) | | Group Financial Controller, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Mark Allan (Director) | | Chief Financial Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Christopher Denton (Director) | | Group Head of Financial Strategy The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
119
ANNEX EE
DIRECTORS AND EXECUTIVE OFFICERS OF
BRIT REINSURANCE (BERMUDA) LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Brit Reinsurance (Bermuda) Limited.
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
Mark Cloutier (Director) | | Chairman Chesney House, The Waterfront, 96 Pitts Bay Road, Pembroke, HM 08, Bermuda | | Canada |
| | | | |
Mark Allan (Director) | | Non Executive The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Joe Bonanno (Director) | | Underwriting Director Chesney House, The Waterfront, 96 Pitts Bay Road, Pembroke, HM 08, Bermuda | | United States |
| | | | |
Karl Grieves (Director) | | Finance Director Chesney House, The Waterfront, 96 Pitts Bay Road, Pembroke, HM 08, Bermuda | | United Kingdom |
120
Name | | Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted | | Citizenship |
| | | | |
John Nichols (Director) | | Independent Non-Executive Chesney House, The Waterfront, 96 Pitts Bay Road, Pembroke, HM 08, Bermuda | | United States |
| | | | |
Graham Pewter (Director) | | Independent Non-Executive Chesney House, The Waterfront, 96 Pitts Bay Road, Pembroke, HM 08, Bermuda | | United Kingdom |
| | | | |
Christopher Garrod (Director) | | Independent Non-Executive Chesney House, The Waterfront, 96 Pitts Bay Road, Pembroke, HM 08, Bermuda | | Bermuda |
121
Exhibit Index
Exhibit No. | | Description |
| | |
Ex. 1.1: | | Members of filing group |
| | |
Ex. 2.1: | | Joint filing agreement dated as of July 17, 2018 among V. Prem Watsa, The One One Zero Nine Holdco Limited, The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (Barbados) International Corp., Wentworth Insurance Company Ltd., The Sixty Three Foundation, Hamblin Watsa Investment Counsel Ltd, Fairfax (US) Inc., Odyssey US Holdings Inc, Odyssey Re Holdings Corp., Odyssey Reinsurance Company, 1102952 B.C. Unlimited Liability Company, Fairfax Financial Holdings (Switzerland) GmbH, Allied World Assurance Company Holdings, GmbH, Allied World Assurance Company Holdings, Ltd, Allied World Assurance Company, Ltd, Allied World Assurance Holdings (Ireland) Ltd, Allied World Assurance Holdings (U.S.) Inc., Allied World Insurance Company, AW Underwriters Inc., Allied World Specialty Insurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, Zenith National Insurance Corp., Zenith Insurance Company, RiverStone Holdings Limited, RiverStone Insurance (UK) Limited, Brit Limited, Brit Insurance Holdings Limited and Brit Reinsurance (Bermuda) Limited |
| | |
Ex. 3: | | Power of attorney, dated February 9, 2017 |
| | |
Ex. 4: | | Power of attorney, dated February 26, 2018 |
| | |
Ex. 5 | | Power of attorney, dated July 17, 2018 |
122