| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| | |
| SCHEDULE 13D/A | |
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
(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
September 7, 2016
(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 which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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. 09228F103 |
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| 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
|
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8 | Shared Voting Power 96,724,700 |
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9 | Sole Dispositive Power
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10 | Shared Dispositive Power 96,724,700 |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 96,724,700 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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| 13 | Percent of Class Represented by Amount in Row (11) 16.9% |
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| 14 | Type of Reporting Person IN |
| | | | | |
2
CUSIP No. 09228F103 |
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| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 1109519 ONTARIO LIMITED |
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| 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 ONTARIO, CANADA |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
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8 | Shared Voting Power 96,724,700 |
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9 | Sole Dispositive Power
|
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10 | Shared Dispositive Power 96,724,700 |
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| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 96,724,700 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 16.9% |
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| 14 | Type of Reporting Person CO |
| | | | | |
3
CUSIP No. 09228F103 |
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| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE SIXTY TWO INVESTMENT COMPANY LIMITED |
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| 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 BRITISH COLUMBIA, CANADA |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
|
8 | Shared Voting Power 96,724,700 |
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9 | Sole Dispositive Power
|
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10 | Shared Dispositive Power 96,724,700 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 96,724,700 |
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| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
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| 13 | Percent of Class Represented by Amount in Row (11) 16.9% |
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| 14 | Type of Reporting Person CO |
| | | | | |
4
CUSIP No. 09228F103 |
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| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 810679 ONTARIO LIMITED |
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| 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 |
|
| 6 | Citizenship or Place of Organization ONTARIO, CANADA |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
|
8 | Shared Voting Power 96,724,700 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 96,724,700 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 96,724,700 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 16.9% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
5
CUSIP No. 09228F103 |
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| 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
|
|
8 | Shared Voting Power 96,724,700 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 96,724,700 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 96,724,700 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 16.9% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
6
CUSIP No. 09228F103 |
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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 |
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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 CANADA |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
|
8 | Shared Voting Power 84,812,700 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 84,812,700 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 84,812,700 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 14.8% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
7
CUSIP No. 09228F103 |
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| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ADVENT CAPITAL (HOLDINGS) LTD. |
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| 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
|
|
8 | Shared Voting Power 2,660,000 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 2,660,000 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,660,000 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.5% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
8
CUSIP No. 09228F103 |
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| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ADVENT CAPITAL (NO. 3) LIMITED |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
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| 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
|
|
8 | Shared Voting Power 2,660,000 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 2,660,000 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,660,000 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.5% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
9
CUSIP No. 09228F103 |
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| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRC REINSURANCE LIMITED |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
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| 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 |
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Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
|
8 | Shared Voting Power 3,594,100 |
|
9 | Sole Dispositive Power
|
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10 | Shared Dispositive Power 3,594,100 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,594,100 |
|
| 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 |
| | | | | |
10
CUSIP No. 09228F103 |
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| 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 |
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| 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 DELAWARE |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
|
8 | Shared Voting Power 60,119,300 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 60,119,300 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 60,119,300 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 10.5% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
11
CUSIP No. 09228F103 |
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| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CLEARWATER INSURANCE COMPANY |
|
| 2 | Check the Appropriate Box if a Member of a Group |
| | (a) | o |
| | (b) | x |
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| 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
|
|
8 | Shared Voting Power 4,513,649 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 4,513,649 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,513,649 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.8% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
12
CUSIP No. 09228F103 |
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| 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
|
|
8 | Shared Voting Power 4,597,500 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 4,597,500 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,597,500 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.8% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
13
CUSIP No. 09228F103 |
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| 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
|
|
8 | Shared Voting Power 4,597,500 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 4,597,500 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 4,597,500 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.8% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
14
CUSIP No. 09228F103 |
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| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) TIG 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
|
|
8 | Shared Voting Power 7,373,500 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 7,373,500 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,373,500 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
15
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) TIG 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
|
|
8 | Shared Voting Power 7,373,500 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 7,373,500 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,373,500 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
16
CUSIP No. 09228F103 |
|
| 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
|
|
8 | Shared Voting Power 32,771,400 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 32,771,400 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 32,771,400 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 5.7% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
17
CUSIP No. 09228F103 |
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| 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
|
|
8 | Shared Voting Power 32,771,400 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 32,771,400 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 32,771,400 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 5.7% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
18
CUSIP No. 09228F103 |
|
| 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
|
|
8 | Shared Voting Power 17,936,644 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 17,936,644 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 17,936,644 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 3.1% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
19
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) HUDSON 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
|
|
8 | Shared Voting Power 1,684,000 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 1,684,000 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,684,000 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
20
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE HOLDINGS 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 ENGLAND AND WALES |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
|
8 | Shared Voting Power 1,554,457 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 1,554,457 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,554,457 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
21
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE INSURANCE COMPANY 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
|
|
8 | Shared Voting Power 102,880 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 102,880 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 102,880 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.0% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
22
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NEWLINE CORPORATE NAME 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
|
|
8 | Shared Voting Power 1,451,577 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 1,451,577 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,451,577 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
23
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CLEARWATER SELECT 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 CONNECTICUT |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
|
8 | Shared Voting Power 1,000,000 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 1,000,000 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,000,000 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.2% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
24
CUSIP No. 09228F103 |
|
| 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
|
|
8 | Shared Voting Power 10,863,251 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 10,863,251 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,863,251 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 1.9% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
25
CUSIP No. 09228F103 |
|
| 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
|
|
8 | Shared Voting Power 10,863,251 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 10,863,251 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 10,863,251 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 1.9% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
26
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE NORTH RIVER 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 JERSEY |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
|
8 | Shared Voting Power 3,950,000 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 3,950,000 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,950,000 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.7% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
27
CUSIP No. 09228F103 |
|
| 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 ENGLAND AND WALES |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
|
8 | Shared Voting Power 2,000,000 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 2,000,000 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
28
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) RIVERSTONE INSURANCE 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
|
|
8 | Shared Voting Power 2,000,000 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 2,000,000 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 2,000,000 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
29
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE FINANCIAL CORPORATION |
|
| 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
|
|
8 | Shared Voting Power 15,480,000 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 15,480,000 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 15,480,000 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 2.7% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
30
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FEDERATED INSURANCE COMPANY OF CANADA |
|
| 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
|
|
8 | Shared Voting Power 1,911,800 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 1,911,800 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,911,800 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
31
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE COMMERCIAL INSURANCE CORPORATION |
|
| 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
|
|
8 | Shared Voting Power 1,509,800 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 1,509,800 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,509,800 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
32
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE GENERAL INSURANCE CORPORATION |
|
| 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
|
|
8 | Shared Voting Power 12,058,400 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 12,058,400 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 12,058,400 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 2.1% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
33
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) NORTHBRIDGE PERSONAL INSURANCE CORPORATION |
|
| 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
|
|
8 | Shared Voting Power 1,205,600 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 1,205,600 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,205,600 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.2% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
34
CUSIP No. 09228F103 |
|
| 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 CANADA |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
|
8 | Shared Voting Power 297,700 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 297,700 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 297,700 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.1% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
35
CUSIP No. 09228F103 |
|
| 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
|
|
8 | Shared Voting Power 7,213,400 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 7,213,400 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,213,400 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
36
CUSIP No. 09228F103 |
|
| 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
|
|
8 | Shared Voting Power 7,213,400 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 7,213,400 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 7,213,400 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 1.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
37
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT UW 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
|
|
8 | Shared Voting Power 3,469,267 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 3,469,267 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 3,469,267 |
|
| 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 |
| | | | | |
38
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT INSURANCE (GIBRALTAR) PCC 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 GIBRALTAR |
|
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power
|
|
8 | Shared Voting Power 1,786,000 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 1,786,000 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,786,000 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
39
CUSIP No. 09228F103 |
|
| 1 | Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) BRIT SYNDICATES 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
|
|
8 | Shared Voting Power 1,958,133 |
|
9 | Sole Dispositive Power
|
|
10 | Shared Dispositive Power 1,958,133 |
|
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person 1,958,133 |
|
| 12 | Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o |
|
| 13 | Percent of Class Represented by Amount in Row (11) 0.3% |
|
| 14 | Type of Reporting Person CO |
| | | | | |
40
Explanatory note
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 8 to Schedule 13D (this “Amendment No. 8”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on July 23, 2012 by V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, United States Fire Insurance Company, TIG Insurance Company, General Fidelity Insurance Company, Northbridge Commercial Insurance Corporation (formerly Markel Insurance Company of Canada), Odyssey Reinsurance Company, Zenith Insurance Company, Northbridge General Insurance Corporation (formerly Lombard General Insurance Company of Canada), Federated Insurance Company of Canada, Northbridge Indemnity Insurance Corporation (formerly Commonwealth Insurance Company), Northbridge Personal Insurance Corporation (formerly Lombard Insurance Company), Clearwater Insurance Company, Zenith Insurance Company and Advent Underwriting Limited, as amended by Amendment No. 1 to Schedule 13D on September 23, 2013, Amendment No. 2 on November 7, 2013, Amendment No. 3 on November 8, 2013, Amendment No. 4 on November 15, 2013, Amendment No. 5 on January 10, 2014, Amendment No. 6 on January 17, 2014 and Amendment No. 7 on February 24, 2014 (as amended, the “Original Schedule 13D”, and, together with Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7 and this Amendment No. 8, the “Schedule 13D”).
41
The following amendments to Items 2, 3, 4, 5, 6 and 7 of the Schedule 13D are hereby made:
Item 2. Identity and Background.
Item 2 of the 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, Canada, M5J 2N7;
2. 1109519 Ontario Limited (“1109519”), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. 1109519 is an
42
investment holding company. The principal business and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
3. The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. Sixty Two is an investment holding company. The principal business and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L3;
4. 810679 Ontario Limited (“810679”), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. 810679 is an investment holding company. The principal business and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
5. Fairfax Financial Holdings Limited (“Fairfax”, 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 and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
6. FFHL Group Ltd. (“FFHL”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. FFHL is a holding company. The principal business and principal office address of FFHL is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
7. Advent Capital (Holdings) LTD. (“Advent”), a company incorporated under the laws of England and Wales, is a wholly-owned subsidiary of Fairfax. Advent is a holding company. The principal business and principal office address of Advent is No. 2 Minster Court, Mincing Lane, London EC3R 7BB United Kingdom;
8. Advent Capital (No. 3) Limited (“Advent No. 3”), a company incorporated under the laws of England and Wales, is a wholly-owned subsidiary of Fairfax. Advent No. 3 is a corporate member of Lloyd’s of London. The principal business and principal office address of Advent No. 3 is No. 2 Minster Court, Mincing Lane, London EC3R 7BB United Kingdom;
9. CRC Reinsurance Limited (“CRC”), a corporation established under the laws of the Barbados, is a wholly-owned subsidiary of Fairfax. The principal business of CRC is reinsurance. The principal business address and principal office address of CRC is #12 Pine Commercial, The Pine, St Michael, Barbados, West Indies, BB11103;
10. Fairfax (US) Inc. (“Fairfax US”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. Fairfax US is a holding company. The principal business and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;
43
11. Clearwater Insurance Company (“Clearwater”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of Clearwater is reinsurance. The principal business and principal office address of Clearwater is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;
12. Zenith National Insurance Corp. (“ZNIC”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. ZNIC is a holding company. The principal business and principal office address of ZNIC is 21255 Califa Street, Woodland Hills, California 91367-5021;
13. Zenith Insurance Company (“Zenith”), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of Zenith is workers’ compensation insurance. The principal business and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California 91367-5021;
14. TIG Holdings, Inc. (“TIGH”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. TIGH is a holding company. The principal business and principal office address of TIGH is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;
15. TIG Insurance Company (“TIG”), a corporation incorporated under the laws of California, is a wholly-owned subsidiary of Fairfax. The principal business of TIG is property and casualty insurance. The principal business and principal office address of TIG is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;
16. Odyssey US Holdings Inc. (“Odyssey”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. Odyssey is a holding company. The principal business and principal office address of Odyssey is 300 First Stamford Place, Stamford, Connecticut 06902;
17. Odyssey Re Holdings Corp. (“Odyssey Re”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. Odyssey Re is a holding company. The principal business and principal office address of Odyssey Re is 300 First Stamford Place, Stamford, Connecticut 06902;
18. Odyssey Reinsurance Company (“Odyssey Reinsurance”), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Fairfax. The principal business of Odyssey Reinsurance is reinsurance. The principal business and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut 06902;
44
19. Hudson Insurance Company (“Hudson”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. The principal business of Hudson is property and casualty insurance. The principal business and principal office address of Hudson is 100 William St., New York, New York 10038;
20. Newline Holdings UK Limited (“Newline UK”), a company incorporated under the laws of the England and Wales, is a wholly-owned subsidiary of Fairfax. Newline UK is a holding company. The principal business address and principal office address of Newline UK is Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom;
21. Newline Insurance Company Limited (“Newline Insurance”), a company incorporated under the laws of England and Wales, is a wholly-owned subsidiary of Fairfax. The principal business of Newline Insurance is property and casualty insurance. The principal business address and principal office address of Newline Insurance is Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom;
22. Newline Corporate Name Limited (“Newline”), a company incorporated under the laws of the England and Wales, is a wholly-owned subsidiary of Fairfax. The principal business of Newline is property and casualty insurance. The principal business address and principal office address of Newline is Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom;
23. Clearwater Select Insurance Company (“Clearwater Select”), a corporation incorporated under the laws of Connecticut, is a wholly-owned subsidiary of Fairfax. The principal business of Clearwater Select is reinsurance. The principal business address and principal office address of Clearwater Select is 300 First Stamford Place, Stamford, Connecticut 06902;
24. Crum & Forster Holdings Corp. (“Crum & Forster”), a corporation incorporated under the laws of Delaware, is a wholly-owned subsidiary of Fairfax. Crum & Forster is a holding company. The principal business 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 a wholly-owned subsidiary of Fairfax. The principal business of US Fire is property and casualty insurance. The principal business and principal office address of US Fire is 305 Madison Avenue, Morristown, New Jersey 07962;
26. The North River Insurance Company (“North River”), a corporation incorporated under the laws of New Jersey, is a wholly-owned subsidiary of Fairfax. The principal business of North River is property and casualty insurance. The principal business address and principal office address of North River is 305 Madison Avenue, Morristown, New Jersey 07962;
27. RiverStone Holdings Limited (“RiverStone Holdings”), a company incorporated under the laws of England and Wales, is a wholly-owned
45
subsidiary of Fairfax. RiverStone Holdings is a holding company. The principal business address and principal office address of RiverStone Holdings is 161-163 Preston Road, Brighton, BN1 6AU, United Kingdom;
28. RiverStone Insurance Limited (“RiverStone”), a company incorporated under the laws of England and Wales, is a wholly-owned subsidiary of Fairfax. The principal business of RiverStone is property, casualty and energy insurance. The principal business address and principal office address of RiverStone is 161-163 Preston Road, Brighton, BN1 6AU, United Kingdom;
29. Northbridge Financial Corporation (“NFC”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. NFC is a holding company. The principal business address and principal office address of NFC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada M5H 1P9;
30. Federated Insurance Company of Canada (“Federated”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Federated is property and casualty insurance. The principal business address and principal office address of Federated is 255 Commerce Dr., P.O. Box 5800, Winnipeg, Manitoba, Canada, R3C 3C9;
31. Northbridge Commercial Insurance Corporation (“NCIC”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of NCIC is property and casualty insurance. The principal business address and principal office address of NCIC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;
32. Northbridge General Insurance Corporation (“NGIC”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of NGIC is property and casualty
46
insurance. The principal business address and principal office address of NGIC is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9;
33. Northbridge Personal Insurance Corporation (“NPIC”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of NPIC is property and casualty insurance. The principal business address and principal office address of NPIC is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9;
34. Zenith Insurance Company (“Zenith Canada”), a corporation incorporated under the laws of Canada, is a wholly-owned subsidiary of Fairfax. The principal business of Zenith Canada is property and casualty insurance. The principal business address and principal office address of Zenith Canada is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario, Canada M5H 1P9;
35. Brit Limited (“Brit”), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Brit Limited 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;
36. Brit Insurance Holdings Limited (“Brit Holdings”), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Brit Holdings is a holding company. The principal business address and principal office address of Brit Holdings is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom;
37. Brit UW Limited (“Brit UW”), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. The principal business of Brit UW is insurance. The principal business address and principal office address of Brit UW is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom;
38. Brit Insurance (Gibraltar) PCC Limited (“Brit Gibraltar”), a corporation incorporated under the laws of Gibraltar, is a subsidiary of Fairfax. The principal business of Brit Gibraltar is reinsurance. The principal business address and principal office address of Brit Gibraltar is Suite 3C, Eurolife Building, 1 Corral Road, Gibraltar; and
39. Brit Syndicates Limited (“Brit Syndicates”), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. The principal business of Brit Syndicates is insurance. The principal business address and principal office address of Brit Syndicates is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom.
47
Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, FFHL, Advent, Advent No. 3, CRC, Fairfax US, Clearwater, ZNIC, Zenith, TIGH, TIG, Odyssey, Odyssey Re, Odyssey Reinsurance, Hudson, Newline UK, Newline Insurance, Newline, Clearwater Select, Crum & Forster, US Fire, North River, RiverStone Holdings, RiverStone, NFC, Federated, NCIC, NGIC, NPIC, Zenith Canada, Brit, Brit Holdings, Brit UW, Brit Gibraltar or Brit Syndicates that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) 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, EE, FF, GG, HH, II, JJ, KK or LL, 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 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 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:
“The source of funds for the purchase of the Shares beneficially owned by the Reporting Persons (assuming conversion of the 3.75% Debentures in accordance with their terms) was cash on hand from existing investment portfolios, including the proceeds from the redemption of the 6% Debentures described in Item 4 below.”
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following text immediately prior to the last paragraph of Item 4 and by deleting in its entirety such last paragraph of Item 4:
“On August 26, 2016, BlackBerry entered into an agreement (the “Subscription Agreement”) pursuant to which (a) Fairfax and other institutional investors (collectively, the “Purchasers”) will invest in BlackBerry through a U.S.$605,000,000 private placement of 3.75% unsecured convertible debentures (the “3.75% Debentures”) convertible into Shares of BlackBerry at a price of U.S.$10.00 per Share and (b) the outstanding 6.00% unsecured subordinated convertible debentures of BlackBerry issued on November 13, 2013 and January 16, 2014 on a private placement basis for an aggregate subscription price of U.S.$1,000,000,000 and U.S.$250,000,000, respectively (collectively, the “6% Debentures”) were redeemed (collectively, the “Transaction”). The 3.75% Debentures will be due on November 13, 2020. The other terms of the 3.75% Debentures are substantially identical to those of the 6% Debentures, except that the 3.75% Debentures will not be redeemable prior to maturity.
Pursuant to the Subscription Agreement, Fairfax agreed to acquire U.S.$500 million principal amount of the 3.75% Debentures and completed such acquisition on September 7, 2016. The 6% Debentures were amended by BlackBerry to permit optional redemption prior to November 13, 2016 and were redeemed on September 2, 2016, at a redemption price of 106.7213% of the outstanding principal amount of the 6% Debentures. The purpose of the Transaction is to significantly reduce BlackBerry’s interest expense and potential future dilution of its shareholders.
The closing of the Transaction was subject to customary conditions, including redemption of all of the 6% Debentures concurrently with the issuance and purchase of the 3.75% Debentures and termination of the indenture in respect thereof, approval of the issuance of the 3.75% Debentures and the listing of the underlying Shares by the Toronto Stock Exchange and approval of the listing of the underlying Shares by the NASDAQ Global Select Market, in each case without the requirement to seek the approval of BlackBerry’s shareholders.
The forgoing description of the Subscription Agreement does not comport to be complete and is qualified in its entirety by the full text of the Subscription Agreement, which is filed herewith as Exhibit 9 and incorporated herein by reference.
Subject to the contractual limitations described in this Item 4 above, one or more entities within the Fairfax Group of Companies, including one or more of the Reporting Persons, may, depending upon price, market conditions, availability of funds, evaluation of alternative investments, the financial exposure of the Fairfax Group of Companies to BlackBerry and other factors, determine to purchase additional Shares, debentures or other securities of BlackBerry, or sell Shares, debentures or other securities of BlackBerry, in the open market or otherwise.”
Item 5. Interest in the Securities of the Issuer.
Item 5 of the 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 the Shares (the securities identified by 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.
The percentage of Shares beneficially owned by each of the Reporting Persons was calculated based on 572,819,126 Shares issued and outstanding as of August 31, 2016 (assuming conversion of all of the 3.75% Debentures into Shares).
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(b) The numbers of 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 second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
(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, EE, FF, GG, HH, II, JJ KK or LL, beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.
(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 Shares held by the Reporting Persons other than each of the Reporting Persons, and in respect of 1,880,000 Shares, certain pension plans of certain subsidiaries of Fairfax.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
Item 4 is hereby incorporated by reference into this Item 6.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following exhibit to the end thereof:
Ex. 8: Joint filing agreement dated as of September 9, 2016 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Advent Capital (Holdings) LTD., Advent Capital (No. 3) Limited, CRC Reinsurance Limited, Fairfax (US) Inc., Clearwater Insurance Company, Zenith National Insurance Corp., Zenith Insurance Company, TIG Holdings, Inc., TIG Insurance Company, Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Hudson Insurance Company, Newline Holdings UK Limited, Newline Insurance Company Limited, Newline Corporate Name Limited, Clearwater Select Insurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, The North River Insurance Company, RiverStone Holdings Limited, RiverStone Insurance Limited, Northbridge Financial Corporation, Federated Insurance Company of Canada, Northbridge Commercial Insurance Corporation, Northbridge General Insurance Corporation, Northbridge Personal Insurance Corporation, Zenith Insurance Company, a Canadian entity, Brit Limited, Brit Insurance Holdings Limited, Brit UW Limited, Brit Insurance (Gibraltar) PCC Limited and Brit Syndicates Limited.
Ex. 9: Subscription Agreement dated August 26, 2016 among BlackBerry Limited, Fairfax Financial Holdings Limited and the other purchasers named therein (filed herewith).
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: September 9, 2016 | V. Prem Watsa |
| |
| /s/ V. Prem Watsa |
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: September 9, 2016 | | 1109519 Ontario Limited |
| | |
| | By: | | /s/ V. Prem Watsa |
| | | Name: | V. Prem Watsa |
| | | Title: | President |
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: September 9, 2016 | | The Sixty Two Investment Company Limited |
| | |
| | By: | | /s/ V. Prem Watsa |
| | | Name: | V. Prem Watsa |
| | | Title: | President |
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: September 9, 2016 | | 810679 Ontario Limited |
| | |
| | By: | | /s/ V. Prem Watsa |
| | | Name: | V. Prem Watsa |
| | | Title: | President |
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: September 9, 2016 | | Fairfax Financial Holdings Limited |
| | |
| | By: | | /s/ Paul Rivett |
| | | Name: | Paul Rivett |
| | | Title: | President |
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: September 9, 2016 | | FFHL Group Ltd. |
| | |
| | By: | | /s/ Paul Rivett |
| | | Name: | Paul Rivett |
| | | Title: | Director |
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: September 9, 2016 | | Advent Capital (Holdings) LTD. |
| | |
| | By: | | /s/ Neil Murdoch Ewing |
| | | Name: | Neil Murdoch Ewing |
| | | Title: | Company Secretary |
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: September 9, 2016 | | Advent Capital (No. 3) Limited |
| | |
| | By: | | /s/ Neil Murdoch Ewing |
| | | Name: | Neil Murdoch Ewing |
| | | Title: | Company Secretary |
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: September 9, 2016 | | CRC Reinsurance Limited |
| | |
| | By: | | /s/ Ronald Schokking |
| | | Name: | Ronald Schokking |
| | | Title: | Chairman |
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: September 9, 2016 | | Fairfax (US) Inc. |
| | |
| | By: | | /s/ Dorothy D. Whitaker |
| | | Name: | Dorothy D. Whitaker |
| | | Title: | Vice President, Treasurer, Secretary |
| | | | and Director |
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: September 9, 2016 | | Clearwater Insurance Company |
| | |
| | By: | | /s/ Nicholas C. Bentley |
| | | Name: | Nicholas C. Bentley |
| | | Title: | Chairman, President, Chief Executive Officer and Director |
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: September 9, 2016 | | Zenith National Insurance Corp. |
| | |
| | By: | | /s/ Michael Jansen |
| | | Name: | Michael Jansen |
| | | Title: | Executive Vice President, |
| | | | General Counsel and Director |
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: September 9, 2016 | | Zenith Insurance Company |
| | |
| | By: | | /s/ Michael Jansen |
| | | Name: | Michael Jansen |
| | | Title: | Executive Vice President, |
| | | | General Counsel and Director |
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: September 9, 2016 | | TIG Holdings, Inc. |
| | |
| | By: | | /s/ Dorothy D. Whitaker |
| | | Name: | Dorothy D. Whitaker |
| | | Title: | Chairman, President, Secretary |
| | | | and Director |
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: September 9, 2016 | | TIG Insurance Company |
| | |
| | By: | | /s/ Nicholas C. Bentley |
| | | Name: | Nicholas C. Bentley |
| | | Title: | Chairman, President, Chief Executive Officer and Director |
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: September 9, 2016 | | Odyssey US Holdings Inc. |
| | |
| | By: | | /s/ Jan Christiansen |
| | | Name: | Jan Christiansen |
| | | Title: | Executive Vice President |
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: September 9, 2016 | | Odyssey Re Holdings Corp. |
| | |
| | By: | | /s/ Jan Christiansen |
| | | Name: | Jan Christiansen |
| | | Title: | Executive Vice President |
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: September 9, 2016 | | Odyssey Reinsurance Company |
| | |
| | By: | | /s/ Kirk M. Reische |
| | | Name: | Kirk M. Reische |
| | | Title: | Vice President |
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: September 9, 2016 | | Hudson Insurance Company |
| | |
| | By: | | /s/ Kirk M. Reische |
| | | Name: | Kirk M. Reische |
| | | Title: | Vice President |
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: September 9, 2016 | | Newline Holdings UK Limited |
| | |
| | By: | | /s/ Robert B. Kastner |
| | | Name: | Robert B. Kastner |
| | | 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: September 9, 2016 | | Newline Insurance Company Limited |
| | |
| | By: | | /s/ Robert B. Kastner |
| | | Name: | Robert B. Kastner |
| | | Title: | 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: September 9, 2016 | | Newline Corporate Name Limited |
| | |
| | By: | | /s/ Robert B. Kastner |
| | | Name: | Robert B. Kastner |
| | | Title: | 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: September 9, 2016 | | Clearwater Select Insurance Company |
| | |
| | By: | | /s/ Kirk M. Reische |
| | | Name: | Kirk M. Reische |
| | | Title: | Vice President |
72
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: September 9, 2016 | | Crum & Forster Holdings Corp. |
| | |
| | By: | | /s/ Paul W. Bassaline |
| | | Name: | Paul W. Bassaline |
| | | Title: | Senior Vice President, Chief Financial |
| | | | Officer, Treasurer and Director |
73
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: September 9, 2016 | | United States Fire Insurance Company |
| | |
| | By: | | /s/ Paul W. Bassaline |
| | | Name: | Paul W. Bassaline |
| | | Title: | Senior Vice President, Chief Financial |
| | | | Officer and Director |
74
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: September 9, 2016 | | The North River Insurance Company |
| | |
| | By: | | /s/ Paul W. Bassaline |
| | | Name: | Paul W. Bassaline |
| | | Title: | Senior Vice President, Chief Financial |
| | | | Officer and Director |
75
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: September 9, 2016 | | RiverStone Holdings Limited |
| | |
| | By: | | /s/ Nicholas C. Bentley |
| | | Name: | Nicholas C. Bentley |
| | | Title: | Director |
76
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: September 9, 2016 | | RiverStone Insurance Limited |
| | |
| | By: | | /s/ Nicholas C. Bentley |
| | | Name: | Nicholas C. Bentley |
| | | Title: | Director |
77
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: September 9, 2016 | | Northbridge Financial Corporation |
| | |
| | By: | | /s/ Paula Sawyers |
| | | Name: | Paula Sawyers |
| | | Title: | Senior Vice President and General Counsel |
78
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: September 9, 2016 | | Federated Insurance Company of Canada |
| | |
| | By: | | /s/ Paula Sawyers |
| | | Name: | Paula Sawyers |
| | | Title: | Senior Vice President and General Counsel |
79
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: September 9, 2016 | | Northbridge Commercial Insurance Corporation |
| | |
| | By: | | /s/ Paula Sawyers |
| | | Name: | Paula Sawyers |
| | | Title: | Senior Vice President and General Counsel |
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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: September 9, 2016 | | Northbridge General Insurance Corporation |
| | |
| | By: | | /s/ Paula Sawyers |
| | | Name: | Paula Sawyers |
| | | Title: | Senior Vice President and General Counsel |
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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: September 9, 2016 | | Northbridge Personal Insurance Corporation |
| | |
| | By: | | /s/ Paula Sawyers |
| | | Name: | Paula Sawyers |
| | | Title: | Senior Vice President and General Counsel |
82
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: September 9, 2016 | | Zenith Insurance Company, a Canadian entity |
| | |
| | By: | | /s/ Paula Sawyers |
| | | Name: | Paula Sawyers |
| | | Title: | Senior Vice President and General Counsel |
83
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: September 9, 2016 | | Brit Limited |
| | |
| | By: | | /s/ Mark Allan |
| | | Name: | Mark Allan |
| | | Title: | Chief Financial Officer and Director |
84
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: September 9, 2016 | | Brit Insurance Holdings Limited |
| | |
| | By: | | /s/ Mark Allan |
| | | Name: | Mark Allan |
| | | Title: | Chief Financial Officer and Director |
85
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: September 9, 2016 | | Brit UW Limited |
| | |
| | By: | | /s/ Mark Allan |
| | | Name: | Mark Allan |
| | | Title: | Chief Financial Officer and Director |
86
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: September 9, 2016 | | Brit Insurance (Gibraltar) PCC Limited, in Respect of its Protected Cell, Cell Re |
| | |
| | By: | | /s/ Mark Allan |
| | | Name: | Mark Allan |
| | | Title: | Director |
87
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: September 9, 2016 | | Brit Syndicates Limited |
| | |
| | By: | | /s/ Mark Allan |
| | | Name: | Mark Allan |
| | | Title: | Chief Financial Officer and Director |
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Annex Index
Annex | | Description |
| | |
A | | Directors and Executive Officers of 1109519 Ontario Limited |
| | |
B | | Directors and Executive Officers of The Sixty Two Investment Company Limited |
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C | | Directors and Executive Officers of 810679 Ontario Limited |
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D | | Directors and Executive Officers of Fairfax Financial Holdings Limited |
| | |
E | | Directors and Executive Officers of FFHL Group Ltd. |
| | |
F | | Directors and Executive Officers of Advent Capital (Holdings) LTD. |
| | |
G | | Directors and Executive Officers of Advent Capital (No.3) Limited |
| | |
H | | Directors and Executive Officers of CRC Reinsurance Limited |
| | |
I | | Directors and Executive Officers of Fairfax (US) Inc. |
| | |
J | | Directors and Executive Officers of Clearwater Insurance Company. |
| | |
K | | Directors and Executive Officers of Zenith National Insurance Corp. |
| | |
L | | Directors and Executive Officers of Zenith Insurance Company |
| | |
M | | Directors and Executive Officers of TIG Holdings, Inc. |
| | |
N | | Directors and Executive Officers of TIG Insurance Company |
| | |
O | | Directors and Executive Officers of Odyssey US Holdings Inc. |
| | |
P | | Directors and Executive Officers of Odyssey Re Holdings Corp. |
| | |
Q | | Directors and Executive Officers of Odyssey Reinsurance Company |
| | |
R | | Directors and Executive Officers of Hudson Insurance Company |
| | |
S | | Directors and Executive Officers of Newline Holdings UK Limited |
| | |
T | | Directors and Executive Officers of Newline Insurance Company Limited |
89
U | | Directors and Executive Officers of Newline Corporate Name Limited |
| | |
V | | Directors and Executive Officers of Clearwater Select 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 The North River Insurance Company |
| | |
Z | | Directors and Executive Officers of RiverStone Holdings Limited |
| | |
AA | | Directors and Executive Officers of RiverStone Insurance Limited |
| | |
BB | | Directors and Executive Officers of Northbridge Financial Corporation |
| | |
CC | | Directors and Executive Officers of Federated Insurance Company of Canada |
| | |
DD | | Directors and Executive Officers of Northbridge Commercial Insurance Corporation |
| | |
EE | | Directors and Executive Officers of Northbridge General Insurance Corporation |
| | |
FF | | Directors and Executive Officers of Northbridge Personal Insurance Corporation |
| | |
GG | | Directors and Executive Officers of Zenith Insurance Company, a Canadian entity |
| | |
HH | | Directors and Executive Officers of Brit Limited |
| | |
II | | Directors and Executive Officers of Brit Insurance Holdings Limited |
| | |
JJ | | Directors and Executive Officers of Brit UW Limited |
| | |
KK | | Directors and Executive Officers of Brit Insurance (Gibraltar) PCC Limited |
| | |
LL | | Directors and Executive Officers of Brit Syndicates Limited |
90
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
1109519 ONTARIO LIMITED
The following table sets forth certain information with respect to the directors and executive officers of 1109519 Ontario 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, Secretary 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 (Assistant Secretary) | | Vice President, Corporate Affairs, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
91
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, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
92
ANNEX C
DIRECTORS AND EXECUTIVE OFFICERS OF
810679 ONTARIO LIMITED
The following table sets forth certain information with respect to the directors and executive officers of 810679 Ontario 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, Secretary 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 (Assistant Secretary) | | Vice President, Corporate Affairs, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
93
ANNEX D
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 |
| | | | |
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 |
| | | | |
Alan D. Horn (Director) | | Chairman, Rogers Communications Inc. and President and Chief Executive Officer, Rogers Telecommunications Limited 333 Bloor Street East Toronto, Ontario, M4W 1G9 | | Canada |
94
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 R. V. Palmer (Director) | | Chairman, Toronto Leadership Centre 65 Queen Street West, Suite 1240 Toronto, ON M5H 2M5 | | Canada |
| | | | |
Timothy R. Price (Director) | | Chairman of Brookfield Funds, Brookfield Asset Management Inc. Brookfield Place, Suite 300 181 Bay Street Toronto, ON M5J 2T3 | | Canada |
| | | | |
Benjamin Watsa (Director) | | Partner and Portfolio Manager, Lissom Investment Management Inc. 77 King Street West Suite 4545 Toronto, Ontario M5K 1K2 | | 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 |
| | | | |
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 |
95
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 |
| | | | |
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 Loganadham (Vice President, Administrative Services) | | Vice President, Administrative Services, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
96
ANNEX E
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 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 |
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 |
| | | | |
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 |
98
ANNEX F
DIRECTORS AND EXECUTIVE OFFICERS OF
ADVENT CAPITAL (HOLDINGS) LTD.
The following table sets forth certain information with respect to the directors and executive officers of Advent Capital (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 |
| | | | |
Nigel Fitzgerald (Chief Executive Officer and Director) | | Chief Executive Officer and Director, Advent Capital (Holdings) Ltd. No. 2 Minster Court, Mincing Lane, London EC3R 7BB United Kingdom | | Australia |
| | | | |
Trevor Ambridge (Chief Financial Officer and Director) | | Chief Financial Officer and Director, Advent Capital (Holdings) Ltd. No. 2 Minster Court, Mincing Lane, London EC3R 7BB United Kingdom | | United Kingdom |
| | | | |
Jean Cloutier (Non-Executive Director) | | Vice President of International Operations, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario, M5J 2N7 | | Canada |
| | | | |
Neil Murdoch Ewing (Company Secretary) | | Company Secretary, Advent Capital (Holdings) Ltd. No. 2 Minster Court, Mincing Lane, London EC3R 7BB United Kingdom | | United Kingdom |
99
ANNEX G
DIRECTORS AND EXECUTIVE OFFICERS OF
ADVENT CAPITAL (NO. 3) LIMITED.
The following table sets forth certain information with respect to the directors and executive officers of Advent Capital (No. 3) 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 |
| | | | |
Trevor Ambridge (Director) | | Chief Financial Officer and Director, Advent Capital (Holdings) Ltd. No. 2 Minster Court, Mincing Lane, London EC3R 7BB United Kingdom | | United Kingdom |
| | | | |
Ian Hewitt (Director) | | Risk and Compliance Director, Advent Underwriting Limited No. 2 Minster Court, Mincing Lane, London EC3R 7BB United Kingdom | | United Kingdom |
| | | | |
Neil Murdoch Ewing (Company Secretary) | | Company Secretary, Advent Capital (Holdings) Ltd. No. 2 Minster Court, Mincing Lane, London EC3R 7BB United Kingdom | | United Kingdom |
100
ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF
CRC REINSURANCE LIMITED
The following table sets forth certain information with respect to the directors and executive officers of CRC Reinsurance 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 |
| | | | |
Lisl Lewis (Director) | | Principal (Self-Employed), Consultant Port St. Charles, St. Peter, Barbados | | Barbados |
| | | | |
Alastair Dent (Director) | | Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael Barbados BB11103 | | United Kingdom |
| | | | |
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 and Chief Actuary, 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 |
101
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 |
| | | | |
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 |
102
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 |
| | | | |
Henry W. Edmiston (President, Chief Executive Officer and Director) | | President and Chief Executive Officer, Fairfax (US), Inc. 2850 Lake Vista Drive, Suite 150 Lewisville, Texas 75067 | | United States |
| | | | |
Eric P. Salsberg (Chairman, Vice President and Director) | | Chairman, Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Dorothy D. Whitaker (Vice President, Treasurer, Secretary and Director) | | Vice President, Director, Treasurer and Secretary, Fairfax (US), Inc. 2850 Lake Vista Drive, Suite 150 Lewisville, Texas 75067 | | United States |
| | | | |
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 (Assistant Secretary) | | Senior International Tax Manager, Fairfax (US) Inc. 2850 Lake Vista Drive, Ste. 150 Lewisville, Texas 75067 | | United States |
103
ANNEX J
DIRECTORS AND EXECUTIVE OFFICERS OF
CLEARWATER INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Clearwater 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 |
| | | | |
Nicholas C. Bentley (President, Chief Executive Officer and Director) | | Manager, President and Chief Executive Officer, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | United Kingdom |
| | | | |
Nina L. Caroselli (Senior Vice President and Director) | | Senior Vice President, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | United States |
| | | | |
Richard J. Fabian (Senior Vice President, General Counsel and Director) | | Senior Vice President and General Counsel, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | United States |
| | | | |
Jeffrey M. Rubin (Senior Vice President) | | Senior Vice President, Odyssey Reinsurance Company 300 Stamford Place Stamford, Connecticut 06902 | | United States |
104
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 |
| | | | |
Elizabeth A. Sander (Senior Vice President and Actuary) | | Senior Vice President, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Deborah A. Irving (Director, Senior Vice President, Chief Financial Officer and Treasurer) | | Senior Vice President, Chief Financial Officer and Treasurer, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | Canada |
| | | | |
Matthew W. Kunish (Vice President and Chief Actuary) | | Vice President and Chief Actuary, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | United Kingdom |
105
ANNEX K
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 |
| | | | |
Michael E. Jansen (Executive Vice President and General Counsel and Director) | | Executive Vice President and General Counsel, Zenith Insurance Company 21255 Califa St. Woodland Hills, California 91367 | | United States |
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 |
| | | | |
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 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 National Insurance Corp. 21255 Califa St. Woodland Hills, California 91367 | | United Kingdom, United States |
| | | | |
Davidson Matthew 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 |
107
ANNEX L
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 |
| | | | |
Michael E. Jansen (Executive Vice President and General Counsel and Director) | | Executive Vice President and General Counsel, 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 |
| | | | |
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 |
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 |
| | | | |
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 National Insurance Corp. 21255 Califa St. Woodland Hills, California 91367 | | United Kingdom, United States |
109
ANNEX M
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG HOLDINGS, INC.
The following table sets forth certain information with respect to the directors and executive officers of TIG 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 |
| | | | |
Dorothy D. Whitaker (Chairman, President, Secretary and Director) | | Vice President, Director, Treasurer and Secretary, Fairfax (US), Inc. 2850 Lake Vista Drive, Suite 150 Lewisville, Texas 75067 | | United States |
| | | | |
Ronald Schokking (Director) | | Vice President and Treasurer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Michael T. Bullen (Chief Financial Officer, Treasurer and Director) | | Senior International Tax Manager, Fairfax (US) Inc. 2850 Lake Vista Drive, Ste. 150 Lewisville, Texas 75067 | | United States |
| | | | |
Melody Spencer (Vice President) | | Tax Manager, Fairfax (US) Inc. 2850 Lake Vista Drive, Ste. 150 Lewisville, Texas 75067 | | United States |
| | | | |
Dennis McGovern (Vice President) | | Senior Tax Manager, Fairfax (US) Inc. 2850 Lake Vista Drive, Ste. 150 Lewisville, Texas 75067 | | 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 |
| | | | |
Sherryl Scott (Assistant Secretary) | | Deputy General Counsel, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | United States |
111
ANNEX N
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of TIG 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 |
| | | | |
Nicholas C. Bentley (Chairman, Chief Executive Officer, President and Director) | | Manager, President and Chief Executive Officer, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | United Kingdom |
| | | | |
Nina L. Caroselli (Senior Vice President and Director) | | Senior Vice President, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | United States |
| | | | |
Henry W. Edmiston (Senior Vice President) | | President, Fairfax (US), Inc. 2850 Lake Vista Drive, Suite 150 Lewisville, Texas 75067 | | United States |
| | | | |
Richard J. Fabian (Senior Vice President, General Counsel and Director) | | Senior Vice President and General Counsel, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | 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 |
| | | | |
James K. Kelly (Senior Vice President) | | Senior Vice President, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | United States |
| | | | |
Deborah A. Irving (Director, Senior Vice President, Chief Financial Officer and Treasurer) | | Senior Vice President, Chief Financial Officer and Treasurer, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | Canada |
113
ANNEX O
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 |
114
ANNEX P
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 |
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 |
| | | | |
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 |
| | | | |
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 |
116
ANNEX Q
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) | | 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 |
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 |
| | | | |
Isabelle Dubots-Lafitte (Executive Vice President) | | Executive Vice President, Odyssey Reinsurance Company 14 Rue Du 4 Septembre 75002 Paris France | | France |
| | | | |
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 1 Finlayson Green #17-00 Singapore 049246 | | 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 |
118
ANNEX R
DIRECTORS AND EXECUTIVE OFFICERS OF
HUDSON INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Hudson 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 |
| | | | |
Brian D. Young (Chairman and Chief Executive Officer) | | President and Chief Executive Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Christopher L. Gallagher (President, Chief Operating Officer and Director) | | President and Chief Operating Officer, Hudson Insurance Company 100 William St., 5th Floor New York, New York 10038 | | United States |
| | | | |
Michael G. Wacek (Director) | | Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Jan Christiansen (Director and Executive Vice President) | | Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | Denmark |
119
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 |
| | | | |
Christopher T. Suarez (Executive Vice President and Chief Underwriting Officer) | | Executive Vice President and Chief Underwriting Officer, Hudson Insurance Company 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
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 |
| | | | |
James J. Hooghuis (Executive Vice President) | | Executive Vice President and Chief Underwriting Officer, Financial Products, Hudson Insurance Company 176 Mineola Blvd., 2nd Floor Mineola, New York 11501 | | United States |
120
ANNEX S
DIRECTORS AND EXECUTIVE OFFICERS OF
NEWLINE HOLDINGS UK LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Newline Holdings 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 |
| | | | |
Jan Christiansen (Non-Executive Director) | | Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | Denmark |
| | | | |
Robert B. Kastner (Director) | | Director and Head of Claims, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England | | United Kingdom |
121
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 |
| | | | |
J. Richard F. Micklem (Director and Company Secretary) | | Director and Company Secretary, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England | | United Kingdom |
| | | | |
Michael G. Wacek (Non-Executive Director) | | Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
122
ANNEX T
DIRECTORS AND EXECUTIVE OFFICERS OF
NEWLINE INSURANCE COMPANY LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Newline Insurance 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 |
| | | | |
Jan Christiansen (Non-Executive Director) | | Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | Denmark |
| | | | |
Robert B. Kastner (Director) | | Director and Head of Claims, Newline Underwriting Management Limited Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom | | United Kingdom |
| | | | |
J. Richard F. Micklem (Director and Company Secretary) | | Director and Company Secretary, Newline Underwriting Management Limited Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom | | United Kingdom |
| | | | |
Neil David Duncan (Director) | | Chief Actuary and Chief Risk Officer, Newline Underwriting Management Limited Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom | | United Kingdom |
| | | | |
Sonny Kapur (Director) | | Chief Financial Officer, Newline Underwriting Management Limited Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom | | United Kingdom |
| | | | |
Carl Anthony Overy (Director) | | Chief Executive Officer, Newline Underwriting Management Limited Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom | | United Kingdom |
123
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 |
| | | | |
Matthew Scales (Independent Non-Executive Director) | | Independent Non-Executive Director, Newline Underwriting Management Limited Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom | | United Kingdom |
| | | | |
John William James Spencer (Independent Non-Executive Director) | | Independent Non-Executive Director, Newline Underwriting Management Limited Corn Exchange, 55 Mark Lane, London EC3R 7NE United Kingdom | | United Kingdom |
| | | | |
Michael G. Wacek (Non-Executive Director) | | Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
124
ANNEX U
DIRECTORS AND EXECUTIVE OFFICERS OF
NEWLINE CORPORATE NAME LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Newline Corporate Name 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 |
| | | | |
Michael G. Wacek (Non-Executive Director) | | Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Jan Christiansen (Non-Executive Director) | | Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | Denmark |
| | | | |
Robert B. Kastner (Director) | | Director and Head of Claims, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England | | United Kingdom |
| | | | |
J. Richard F. Micklem (Director and Company Secretary) | | Director and Company Secretary, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England | | United Kingdom |
125
ANNEX V
DIRECTORS AND EXECUTIVE OFFICERS OF
CLEARWATER SELECT INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Clearwater Select 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 |
| | | | |
Brian D. Young (Chairman 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 and Director) | | Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. 300 First Stamford Place Stamford, Connecticut 06902 | | United States |
| | | | |
Jan Christiansen (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 |
| | | | |
Brian D. Quinn (Executive Vice President) | | Executive Vice President, Odyssey Reinsurance Company 300 First Stamford Place, Stamford, Connecticut 06902 | | United States |
| | | | |
Christopher L. Gallagher (Executive Vice President) | | President and Chief Operating Officer, Hudson Insurance Company 100 William St., 5th Floor New York, New York 10038 | | United States |
126
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 (Secretary and Director) | | Secretary and Director, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
Paul W. Bassaline (Senior Vice President, Chief Financial Officer, Treasurer and Director) | | Senior Vice President, Chief Financial Officer, Treasurer 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 |
| | | | |
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 |
127
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 |
| | | | |
Stephen M. Mulready (Executive Vice President, Chief Operating Officer and Director) | | Executive Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
Paul W. Bassaline (Senior Vice President, Chief Financial Officer and Director) | | Senior Vice President, Chief Financial Officer, Treasurer and Director, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
James V. Kraus (Senior Vice President, General Counsel and Secretary) | | Secretary and Director, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
Joseph J. Muccia (Treasurer and Vice President) | | Treasurer and Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 | | United States |
128
ANNEX Y
DIRECTORS AND EXECUTIVE OFFICERS OF
THE NORTH RIVER INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of The North River 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 |
| | | | |
Stephen M. Mulready (Executive Vice President, Chief Operating Officer and Director) | | Executive Vice President, United States Fire Insurance Company, 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
Paul W. Bassaline (Senior Vice President, Chief Financial Officer and Director) | | Senior Vice President, Chief Financial Officer, Treasurer and Director, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
James V. Kraus (Senior Vice President, General Counsel and Secretary) | | Secretary and Director, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962 | | United States |
| | | | |
Joseph J. Muccia (Treasurer and Vice President) | | Treasurer and Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962 | | United States |
129
ANNEX Z
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 |
| | | | |
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 |
130
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 |
| | | | |
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 |
131
ANNEX AA
DIRECTORS AND EXECUTIVE OFFICERS OF
RIVERSTONE INSURANCE LIMITED
The following table sets forth certain information with respect to the directors and executive officers of RiverStone Insurance 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 and President, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101 | | United Kingdom |
| | | | |
Luke Tanzer (Managing 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 |
| | | | |
Colin Czapiewski (Director) | | Director, RiverStone Insurance Limited 161-163 Preston Road Brighton, BN1 6AU, England | | United Kingdom |
| | | | |
Adrian Masterson (Director) | | Director, RiverStone Insurance Limited 161-163 Preston Road Brighton, BN1 6AU, England | | Ireland |
132
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 |
| | | | |
Tom Riddell (Director) | | Director, RiverStone Insurance Limited 161-163 Preston Road Brighton, BN1 6AU, England | | United Kingdom |
| | | | |
Anthony Keys (Director) | | Director, RiverStone Insurance Limited 161-163 Preston Road Brighton, BN1 6AU, England | | United Kingdom |
| | | | |
Mark Bannister (Director) | | Insurance Manager, Park Gate, 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 |
133
ANNEX BB
DIRECTORS AND EXECUTIVE OFFICERS OF
NORTHBRIDGE FINANCIAL CORPORATION
The following table sets forth certain information with respect to the directors and executive officers of Northbridge Financial Corporation.
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 |
| | | | |
Silvy Wright (President, Chief Executive Officer and Director) | | President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Craig Pinnock (Chief Financial Officer) | | Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Robert J. Gunn (Director and Chairman of the Board) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
John Varnell (Director) | | Vice President, Corporate Development, 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 |
| | | | |
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 |
| | | | |
Lambert Morvan (Chief Operating Officer) | | Chief Operating Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
134
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 |
| | | | |
Wayne Connelly (President, Federated Insurance) | | President, Federated Insurance, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Lori McDougall (Chief Corporate Development Officer) | | Chief Corporate Development Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Andrew Wood (Chief Information Officer) | | Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Lana Wood (Executive Vice President, Western Canada) | | Executive Vice President, Western Canada, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Mark LeBlanc (Executive Vice President, Ontario and Atlantic Canada) | | Executive Vice President, Ontario and Atlantic Canada, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Jean-Francois Béliveau (Executive Vice President, Québec) | | Executive Vice President, Québec, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
George Halkiotis (Executive Vice President, Claims) | | Executive Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
135
ANNEX CC
DIRECTORS AND EXECUTIVE OFFICERS OF
FEDERATED INSURANCE COMPANY OF CANADA
The following table sets forth certain information with respect to the directors and executive officers of Federated Insurance Company of Canada.
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 |
| | | | |
Silvy Wright (President, Chief Executive Officer and Director) | | President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Craig Pinnock (Director and Chief Financial Officer) | | Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Bryan S. Smith (Director) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
Robert J. Gunn (Director and Chairman of the Board) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
Robert S. Weiss (Director) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
John Varnell (Director) | | Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
136
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 |
| | | | |
David Bonham (Director) | | Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Lambert Morvan (Chief Operating Officer) | | Chief Operating Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Wayne Connelly (President) | | President, Federated Insurance, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
137
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 |
| | | | |
Lori McDougall (Chief Corporate Development Officer) | | Chief Corporate Development Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Andrew Wood (Chief Information Officer) | | Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
George Halkiotis (Executive Vice President, Claims) | | Executive Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
138
ANNEX DD
DIRECTORS AND EXECUTIVE OFFICERS OF
NORTHBRIDGE COMMERCIAL INSURANCE CORPORATION
The following table sets forth certain information with respect to the directors and executive officers of Northbridge Commercial Insurance Corporation.
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 |
| | | | |
Silvy Wright (President, Chief Executive Officer and Director) | | President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Craig Pinnock (Director, and Chief Financial Officer) | | Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Bryan S. Smith (Director) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
Robert J. Gunn (Director and Chairman of the Board) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
Robert S. Weiss (Director) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
John Varnell (Director) | | Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
139
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 |
| | | | |
David Bonham (Director) | | Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Lambert Morvan (Chief Operating Officer) | | Chief Operating Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Lori McDougall (Chief Corporate Development Officer) | | Chief Corporate Development Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Andrew Wood (Chief Information Officer) | | Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Lana Wood (Executive Vice President, Western Canada) | | Executive Vice President, Western Canada, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Mark LeBlanc (Executive Vice President, Ontario and Atlantic Canada) | | Executive Vice President, Ontario and Atlantic Canada, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Jean-Francois Béliveau (Executive Vice President, Québec) | | Executive Vice President, Québec, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
140
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 Halkiotis (Executive Vice President, Claims) | | Executive Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
141
ANNEX EE
DIRECTORS AND EXECUTIVE OFFICERS OF
NORTHBRIDGE GENERAL INSURANCE CORPORATION
The following table sets forth certain information with respect to the directors and executive officers of Northbridge General Insurance Corporation.
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 |
| | | | |
Silvy Wright (President, Chief Executive Officer and Director) | | President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Craig Pinnock (Director and Chief Financial Officer) | | Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Bryan S. Smith (Director) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
Robert J. Gunn (Director and Chairman of the Board) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
Robert S. Weiss (Director) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
John Varnell (Director) | | Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
142
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 |
| | | | |
David Bonham (Director) | | Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Lambert Morvan (Chief Operating Officer) | | Chief Operating Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Lori McDougall (Chief Corporate Development Officer) | | Chief Corporate Development Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Andrew Wood (Chief Information Officer) | | Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Lana Wood (Executive Vice President, Western Canada) | | Executive Vice President, Western Canada, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Mark LeBlanc (Executive Vice President, Ontario and Atlantic Canada) | | Executive Vice President, Ontario and Atlantic Canada, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Jean-Francois Béliveau (Executive Vice President, Québec) | | Executive Vice President, Québec, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
143
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 Halkiotis (Executive Vice President, Claims) | | Executive Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
144
ANNEX FF
DIRECTORS AND EXECUTIVE OFFICERS OF
NORTHBRIDGE PERSONAL INSURANCE CORPORATION
The following table sets forth certain information with respect to the directors and executive officers of Northbridge Personal Insurance Corporation.
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 |
| | | | |
Silvy Wright (President, Chief Executive Officer and Director) | | President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Craig Pinnock (Director and Chief Financial Officer) | | Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Bryan S. Smith (Director) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
Robert J. Gunn (Director and Chairman of the Board) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
Robert S. Weiss (Director) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canada |
| | | | |
John Varnell (Director) | | Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
145
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 |
| | | | |
David Bonham (Director) | | Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7 | | Canada |
| | | | |
Lambert Morvan (Chief Operating Officer) | | Chief Operating Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Lori McDougall (Chief Corporate Development Officer) | | Chief Corporate Development Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Andrew Wood (Chief Information Officer) | | Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Lana Wood (Executive Vice President, Western Canada) | | Executive Vice President, Western Canada, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Mark LeBlanc (Executive Vice President, Ontario and Atlantic Canada) | | Executive Vice President, Ontario and Atlantic Canada, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Jean-Francois Béliveau (Executive Vice President, Québec) | | Executive Vice President, Québec, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
146
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 Halkiotis (Executive Vice President, Claims) | | Executive Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
147
ANNEX GG
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH INSURANCE COMPANY, A CANADIAN ENTITY
The following table sets forth certain information with respect to the directors and executive officers of Zenith Insurance Company, a Canadian entity.
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 |
| | | | |
Silvy Wright (President, Chief Executive Officer and Director) | | President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canadian |
| | | | |
Craig Pinnock (Director and Chief Financial Officer) | | Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canadian |
| | | | |
Bryan S. Smith (Director) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canadian |
| | | | |
Robert J. Gunn (Director and Chairman of the Board) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canadian |
| | | | |
Robert S. Weiss (Director) | | Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada | | Canadian |
| | | | |
John Varnell (Director) | | Vice President, Corporate Development, 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 |
148
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 |
Lambert Morvan (Chief Operating Officer) | | Chief Operating Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Lori McDougall (Chief Corporate Development Officer) | | Chief Corporate Development Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Andrew Wood (Chief Information Officer) | | Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Lana Wood (Executive Vice President, Western Canada) | | Executive Vice President, Western Canada, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Mark LeBlanc (Executive Vice President, Ontario and Atlantic Canada) | | Executive Vice President, Ontario and Atlantic Canada, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
Jean-Francois Béliveau (Executive Vice President, Québec) | | Executive Vice President, Québec, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
| | | | |
George Halkiotis (Executive Vice President, Claims) | | Executive Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9 | | Canada |
149
ANNEX HH
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 (Chairman of the Board and Director) | | Chairman of the Board, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kindgom |
| | | | |
Mark Cloutier (Chief Executive Officer and Director) | | Chief Executive Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | Canada |
| | | | |
Ipe Jacob (Non-Executive Director) | | Non-Executive Director, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Matthew Wilson (Deputy Chief Executive Officer and Director) | | Deputy 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 |
150
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 |
| | | | |
Bijan Khosrowshahi (Director) | | President and Chief Operating Officer, Fairfax International 10 Douglas Street, Dundee, DD1 5AJ, United Kingdom | | United States |
| | | | |
Jeremy Ehrlich (Director) | | Senior Legal Counsel, Investment Legal, OMERS Administration Corporation One University Avenue, Suite 400, Toronto, Ontario M5J 2P1 | | Canada |
151
ANNEX II
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) | | Chief Executive Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | Canada |
| | | | |
Nigel Meyer (Chief Operating Officer and Director) | | Chief Operating Officer, Brit Insurance Holdings Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Antony Usher (Group Financial Controller and Director) | | Group Financial Controller, Brit Insurance Holdings 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 |
152
ANNEX JJ
DIRECTORS AND EXECUTIVE OFFICERS OF
BRIT UW LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Brit UW 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 |
| | | | |
Matthew Wilson (Deputy Chief Executive Officer and Director) | | Deputy Chief Executive Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Antony Usher (Group Financial Controller and Director) | | Group Financial Controller, Brit Insurance Holdings Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Brit Corporate Services Limited (Corporate Director) | | Registration Number: 04440833 | | |
153
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 Allan (Director) | | Chief Financial Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
154
ANNEX KK
DIRECTORS AND EXECUTIVE OFFICERS OF
BRIT INSURANCE (GIBRALTAR) PCC LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Brit Insurance (Gibraltar) PCC 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 |
| | | | |
Karl Grieves (Gibraltar Head of Office, Finance Director and Director) | | Gibraltar Head of Office and Finance Director, Brit Insurance (Gibraltar) PCC Limited Suite 3C, Eurolife Building, 1 Corral Road Gibraltar | | United Kingdom |
| | | | |
Nigel Feetham (Chairman of the Board and Non-Executive Director) | | Non-Executive Director, Brit Insurance (Gibraltar) PCC Limited Suite 3C, Eurolife Building, 1 Corral Road Gibraltar | | United Kingdom |
| | | | |
Nigel Meyer (Director) | | Chief Operating Officer, Brit Insurance Holdings Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Joe Bonanno (Senior Vice President, Head of Office and Director) | | Senior Vice President, Head of Office, Brit Insurance (Gibraltar) PCC Limited Suite 3C, Eurolife Building, 1 Corral Road Gibraltar | | United States |
155
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 Allan (Director) | | Chief Financial Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Mike Christophers (Non-Executive Director) | | Non-Executive Director, Brit Insurance (Gibraltar) PCC Limited Suite 3C, Eurolife Building, 1 Corral Road Gibraltar | | United Kingdom |
156
ANNEX LL
DIRECTORS AND EXECUTIVE OFFICERS OF
BRIT SYNDICATES LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Brit Syndicates 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 (Director) | | Chairman of the Board, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Mark Cloutier (Director) | | Chief Executive Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | Canada |
| | | | |
Ipe Jacob (Non-Executive Director) | | Non-Executive Director, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Nigel Meyer (Director) | | Chief Operating Officer, Brit Insurance Holdings Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Tony Medniuk (Non-Executive Director) | | Non-Executive Director, Brit Syndicates Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
157
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 Allan (Director) | | Chief Financial Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Matthew Wilson (Director) | | Deputy Chief Executive Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Steve Robson (Group Head of Claims and Director) | | Group Head of Claims, Brit Syndicates Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
| | | | |
Bijan Khosrowshahi (Director) | | President and Chief Operating Officer, Fairfax International 10 Douglas Street, Dundee, DD1 5AJ, United Kingdom | | United States |
| | | | |
Simon Lee (Non-Executive Director) | | Non-Executive Director, Brit Syndicates Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB United Kingdom | | United Kingdom |
158
Exhibit Index
Exhibit No. | | Description |
| | |
Ex. 8: | | Joint filing agreement dated as of September 9, 2016 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Advent Capital (Holdings) LTD., Advent Capital (No. 3) Limited, CRC Reinsurance Limited, Fairfax (US) Inc., Clearwater Insurance Company, Zenith National Insurance Corp., Zenith Insurance Company, TIG Holdings, Inc., TIG Insurance Company, Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Hudson Insurance Company, Newline Holdings UK Limited, Newline Insurance Company Limited, Newline Corporate Name Limited, Clearwater Select Insurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, The North River Insurance Company, RiverStone Holdings Limited, RiverStone Insurance Limited, Northbridge Financial Corporation, Federated Insurance Company of Canada, Northbridge Commercial Insurance Corporation, Northbridge General Insurance Corporation, Northbridge Personal Insurance Corporation, Zenith Insurance Company, a Canadian entity, Brit Limited, Brit Insurance Holdings Limited, Brit UW Limited, Brit Insurance (Gibraltar) PCC Limited and Brit Syndicates Limited. |
| | |
Ex. 9: | | Subscription Agreement dated August 26, 2016, among BlackBerry Limited, Fairfax Financial Holdings Limited and the other purchasers named therein (filed herewith). |
159