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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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(Amendment No. 4)
Under the Securities Exchange Act of 1934
Seaspan Corporation
(Name of Issuer)
Class A Common Shares
(Title of Class of Securities)
Y75638109
(CUSIP Number)
Paul Rivett
President
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada, M5J 2N7
Telephone: (416) 367-4941
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- With a copy to -
Jason R. Lehner
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484
July 25, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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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) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
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|
14 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
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 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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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 | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
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 |
Type of Reporting Person | |||||
CUSIP No. Y75638109 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
| |||||||
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4 |
Source of Funds | |||||
| |||||||
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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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13D |
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13D |
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13D |
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13D |
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13D |
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13D |
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Explanatory note
Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act), this Amendment No. 4 to Schedule 13D (this Amendment No. 4) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the SEC) on February 26, 2018 by V. Prem Watsa, The One One Zero Nine Holdco Limited, The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (US) Inc., Zenith National Insurance Corp., Zenith Insurance Company, Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, RiverStone Holdings Limited, RiverStone Insurance (UK) Limited, Northbridge Financial Corporation, Northbridge General Insurance Corporation, 1102952 B.C. Unlimited Liability Company, Fairfax Financial Holdings (Switzerland) GmbH, Allied World Assurance Company Holdings, GmbH, Allied World Assurance Company Holdings, Ltd and Allied World Assurance Company, Ltd, as amended by Amendment No. 1 to Schedule 13D filed with the SEC on April 12, 2018, Amendment No. 2 to Schedule 13D filed with the SEC on June 1, 2018 and Amendment No. 3 to Schedule 13D filed with the SEC on July 17, 2018 (the Original Schedule 13D, and, together with this Amendment No. 4, the Schedule 13D).
This Amendment No. 4 is filed in connection Fairfax Financial Holdings Limited transferring a portion of its holdings of Common Shares of Seaspan Corporation among certain of its affiliates.
The following amendments to Items 2, 5 and 7 of the Original Schedule 13D are hereby made:
Item 2. Identity and Background.
Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
This statement is being jointly filed by the following persons (collectively, the Reporting Persons):
1. V. Prem Watsa, an individual, is a citizen of Canada and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsas business address is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;
2. The One One Zero Nine Holdco Limited (Holdco), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of Holdco is as an investment holding company. The principal business address and principal office address of Holdco is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;
3. The Sixty Two Investment Company Limited (Sixty Two), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. The principal
business of Sixty Two is as an investment holding company. The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia V6C 3L2;
4. Fairfax Financial Holdings Limited (Fairfax and, together with its subsidiaries, the Fairfax Group of Companies), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Fairfax is a holding company. The principal business address and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;
5. FFHL Group Ltd. (FFHL), a corporation incorporated under the laws of Canada, is a holding company. The principal business address and principal office address of FFHL is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;
6. Fairfax (Barbados) International Corp. (Fairfax Barbados), a corporation incorporated under the laws of Barbados, is an investment holding company. The principal business address and principal office of Fairfax Barbados is #12 Pine Commercial, The Pine, St. Michael, BB11103, Barbados;
7. Wentworth Insurance Company Ltd. (Wentworth), a corporation incorporated under the laws of Barbados, is a reinsurance company. The principal business address and principal office of Wentworth is #12 Pine Commercial, The Pine, St. Michael, BB11103, Barbados; and
8. The Sixty Three Foundation (Sixty Three), a non-profit corporation incorporated under the laws of Canada, is a registered charity. The principal business address and principal office of Sixty Three is 95 Wellington Street West, Suite 800, Toronto, ON M5J 2N7.
9. Hamblin Watsa Investment Counsel Ltd. (HWIC), a corporation incorporated under the laws of Canada, is an investment counsel. The principal business address and principal office of HWIC is 95 Wellington Street West, Suite 802, Toronto, ON M5J 2N7.
10. Fairfax (US) Inc. (Fairfax US), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;
11. Odyssey US Holdings Inc. (Odyssey), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Odyssey is 1209 Orange Street, Wilmington, Delaware, 19801;
12. Odyssey Re Holdings Corp. (Odyssey Re), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Odyssey Re is 300 First Stamford Place, Stamford, Connecticut 06902;
13. Odyssey Reinsurance Company (Odyssey Reinsurance), a corporation incorporated under the laws of Connecticut, is a reinsurance company. The principal business address
and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut 06902;
14. 1102952 B.C. Unlimited Liability Company (1102952), a corporation incorporated under the laws of British Columbia, is a holding company. The principal business address and principal office address of 1102952 is 1600-925 West Georgia Street, Vancouver, British Columbia, V6C 3L2;
15. Fairfax Financial Holdings (Switzerland) GmbH (FFHS), a corporation incorporated under the laws of Switzerland, is a holding company. The principal business address and principal office address of FFHS is Gubelstrasse 24, 6300, Zug, Switzerland;
16. Allied World Assurance Company Holdings, GmbH (Allied Holdings GmbH), a limited liability company incorporated under the laws of Switzerland, is a holding company. The principal business address and principal office address of Allied Holdings GmbH is Park Tower, 15th Floor, Gubelstrasse 24, 6300, Zug, Switzerland;
17. Allied World Assurance Company Holdings, Ltd (Allied Holdings Ltd), a corporation incorporated under the laws of Bermuda, is a holding company. The principal business address and principal office address of Allied Holdings Ltd is 27 Richmond Road, Pembroke HM 08, Bermuda;
18. Allied World Assurance Company, Ltd (Allied Assurance), a corporation incorporated under the laws of Bermuda, is an insurance company. The principal business address and principal office address of Allied Assurance is 27 Richmond Road, Pembroke HM 08, Bermuda;
19. Allied World Assurance Holdings (Ireland) Ltd (Allied Ireland), a corporation incorporated under the laws of Bermuda, is a holding company. The principal business address and principal office address of Allied Ireland is 27 Richmond Road, Pembroke HM 08, Bermuda;
20. Allied World Assurance Holdings (U.S.) Inc. (Allied U.S.), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Allied U.S. is 1209 Orange Street, Wilmington, Delaware, 19801;
21. Allied World Insurance Company (Allied Insurance), a corporation incorporated under the laws of New Hampshire, is an insurance company. The principal business address and principal office address of Allied Insurance is 10 Ferry Street, Suite 313, Concord, New Hampshire, 03301;
22. AW Underwriters Inc. (AW), a corporation incorporated under the laws of Delaware, is an insurance agency. The principal business address and principal office address of AW is 251 Little Falls Drive, Wilmington, Delaware, 19808;
23. Allied World Specialty Insurance Company (Allied Specialty), a corporation incorporated under the laws of Delaware, is an insurance company. The principal business address and principal office address of Allied Specialty is 251 Little Falls Drive, Wilmington, Delaware, 19808;
24. Crum & Forster Holdings Corp. (Crum & Forster), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Crum & Forster is 305 Madison Avenue, Morristown, New Jersey 07962;
25. United States Fire Insurance Company (US Fire), a corporation incorporated under the laws of Delaware, is an insurance company. The principal business address and principal office address of US Fire is 1209 Orange Street, Wilmington, Delaware, 19801;
26. Zenith National Insurance Corp. (ZNIC), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of ZNIC is 21255 Califa Street, Woodland Hills, California 91367-5021;
27. Zenith Insurance Company (Zenith), a corporation incorporated under the laws of California, is a workers compensation insurance company. The principal business address and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California 91367-5021;
28. RiverStone Holdings Limited (RiverStone Holdings), a company incorporated under the laws of the United Kingdom, is a holding company. The principal business address and principal office address of RiverStone Holdings is 161-163 Preston Road, Brighton, East Sussex, BN1 6AU, England;
29. RiverStone Insurance (UK) Limited (RiverStone), a company incorporated under the laws of the United Kingdom, is an insurance and reinsurance company. The principal business address and principal office address of RiverStone is 161-163 Preston Road, Brighton, East Sussex, BN1 6AU, England;
30. Brit Limited (Brit), a company incorporated under the laws of England and Wales, is a holding company. The principal business address and principal office address of Brit is The Leadenhall Building, 122 Leadenhall Street, London EC3V 4AB, United Kingdom;
31. Brit Insurance Holdings Limited (Brit Insurance) a company incorporated under the laws of England and Wales, is a holding company. The principal business address and principal office address of Brit Insurance is The Leadenhall Building, 122 Leadenhall Street, London EC3V 4AB, United Kingdom;
32. Brit Reinsurance (Bermuda) Limited (Brit Reinsurance), a corporation incorporated under the laws of Bermuda, is a reinsurance company. The principal business address and principal office address of Brit Reinsurance is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda; and
33. Brit UW Limited (Brit UW), a corporation incorporated under the laws of England and Wales, is a Lloyds Corporate Member. The principal business address and principal office address of Brit UW is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom.
Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, Holdco, Sixty Two, Fairfax, FFHL, Fairfax Barbados, Wentworth, Sixty Three, HWIC, Fairfax US, Odyssey, Odyssey Re, Odyssey Reinsurance, 1102952, FFHS, Allied Holdings GmbH, Allied Holdings Ltd, Allied Assurance, Allied Ireland, Allied U.S., Allied Insurance, AW, Allied Specialty, Crum & Forster, US Fire, ZNIC, Zenith, RiverStone Holdings, RiverStone, Brit, Brit Insurance, Brit Reinsurance or Brit UW that it is the beneficial owner of the Common Shares referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or for any other purpose, and such beneficial ownership is expressly disclaimed.
The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD, EE and FF as the case may be, and such Annexes are incorporated herein by reference.
Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Common Shares.
During the last five years, none of the Reporting Persons, and to the best of each such Reporting Persons knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety to read as follows:
(a) Based on the most recent information available, the aggregate number and percentage of Common Shares (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
(b) Except as described below, the numbers of Common Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the
second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.
To the best knowledge of the Reporting Persons, the following persons beneficially own the following amounts of Common Shares and have sole voting power and sole dispositive power with respect to such Common Shares:
Mark Bannister |
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783 |
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Lawrence Chin |
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14,067 |
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(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 and FF beneficially owns, or has acquired or disposed of, any Common 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 Common Shares held by the Reporting Persons other than each of the Reporting Persons.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Original Schedule 13D is hereby amended and supplemented by the addition of the following exhibits to the end thereof:
Ex. 1.1: Members of filing group
Ex. 2.1: Joint filing agreement dated as of July 27, 2018 among V. Prem Watsa, The One One Zero Nine Holdco Limited, The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (Barbados) International Corp., Wentworth Insurance Company Ltd., The Sixty Three Foundation, Hamblin Watsa Investment Counsel Ltd., Fairfax (US) Inc., Odyssey US Holdings Inc, Odyssey Re Holdings Corp., Odyssey Reinsurance Company, 1102952 B.C. Unlimited Liability Company, Fairfax Financial Holdings (Switzerland) GmbH, Allied World Assurance Company Holdings, GmbH, Allied World Assurance Company Holdings, Ltd, Allied World Assurance Company, Ltd, Allied World Assurance Holdings (Ireland) Ltd, Allied World Assurance Holdings (U.S.) Inc., Allied World Insurance Company, AW Underwriters Inc., Allied World Specialty Insurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, Zenith National Insurance Corp., Zenith Insurance Company, RiverStone Holdings Limited, RiverStone Insurance (UK)
Limited, Brit Limited, Brit Insurance Holdings Limited, Brit Reinsurance (Bermuda) Limited and Brit UW Limited
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
V. Prem Watsa |
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/s/ V. Prem Watsa |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
The One One Zero Nine Holdco Limited | |
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By: |
/s/ V. Prem Watsa |
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Name: V. Prem Watsa |
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Title: President |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
The Sixty Two Investment Company Limited | |
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By: |
/s/ V. Prem Watsa |
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Name: V. Prem Watsa |
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Title: President |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Fairfax Financial Holdings Limited | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: President |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
FFHL Group Ltd. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Fairfax (Barbados) International Corp. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Wentworth Insurance Company Ltd. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
The Sixty Three Foundation | |
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By: |
/s/ V. Prem Watsa |
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Name: V. Prem Watsa |
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Title: Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Hamblin Watsa Investment Counsel Ltd. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Managing Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Fairfax (US) Inc. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Odyssey US Holdings Inc. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Odyssey Re Holdings Corp. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Odyssey Reinsurance Company | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
1102952 B.C. Unlimited Liability Company | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Fairfax Financial Holdings (Switzerland) GmbH | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Allied World Assurance Company Holdings, GmbH | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Allied World Assurance Company Holdings, Ltd | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Allied World Assurance Company, Ltd | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Allied World Assurance Holdings (U.S.) Inc. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Allied World Insurance Company | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
AW Underwriters Inc. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Allied World Specialty Insurance Company | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Crum & Forster Holdings Corp. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
United States Fire Insurance Company | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Zenith National Insurance Corp. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Zenith Insurance Company | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
RiverStone Holdings Limited | |
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By: |
/s/ Nicholas C. Bentley |
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Name: Nicholas C. Bentley |
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Title: Chairman and Chief Executive Officer |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
RiverStone Insurance (UK) Limited | |
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By: |
/s/ Nicholas C. Bentley |
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Name: Nicholas C. Bentley |
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Title: Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Brit Limited | |
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By: |
/s/ Mark Allan |
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Name: Mark Allan |
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Title: Chief Financial Officer and Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Brit Insurance Holdings Limited | |
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By: |
/s/ Mark Allan |
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Name: Mark Allan |
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Title: Chief Financial Officer and Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Brit Reinsurance (Bermuda) Limited | |
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By: |
/s/ Mark Allan |
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Name: Mark Allan |
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Title: Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: July 27, 2018 |
Brit UW Limited | |
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By: |
/s/ Mark Allan |
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Name: Mark Allan |
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Title: Director |
Annex Index
Annex |
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Description |
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A |
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Directors and Executive Officers of The One One Zero Nine Holdco Limited |
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B |
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Directors and Executive Officers of The Sixty Two Investment Company Limited |
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C |
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Directors and Executive Officers of Fairfax Financial Holdings Limited |
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D |
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Directors and Executive Officers of FFHL Group Ltd. |
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E |
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Directors and Executive Officers of Fairfax (Barbados) International Corp. |
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F |
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Directors and Executive Officers of Wentworth Insurance Company Ltd. |
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G |
|
Directors and Executive Officers of The Sixty Three Foundation |
|
|
|
H |
|
Directors and Executive Officers of Hamblin Watsa Investment Counsel Ltd. |
|
|
|
I |
|
Directors and Executive Officers of Fairfax (US) Inc. |
|
|
|
J |
|
Directors and Executive Officers of Odyssey US Holdings Inc. |
|
|
|
K |
|
Directors and Executive Officers of Odyssey Re Holdings Corp. |
|
|
|
L |
|
Directors and Executive Officers of Odyssey Reinsurance Company |
|
|
|
M |
|
Directors and Executive Officers of 1102952 B.C. Unlimited Liability Company |
|
|
|
N |
|
Directors and Executive Officers of Fairfax Financial Holdings (Switzerland) GmbH |
|
|
|
O |
|
Directors and Executive Officers of Allied World Assurance Company Holdings, GmbH |
|
|
|
P |
|
Directors and Executive Officers of Allied World Assurance Company Holdings, Ltd |
|
|
|
Q |
|
Directors and Executive Officers of Allied World Assurance Company, Ltd |
|
|
|
R |
|
Directors and Executive Officers of Allied World Assurance Holdings (Ireland) Ltd |
|
|
|
S |
|
Directors and Executive Officers of Allied World Assurance Holdings (U.S.) Inc. |
Annex |
|
Description |
|
|
|
T |
|
Directors and Executive Officers of Allied World Insurance Company |
|
|
|
U |
|
Directors and Executive Officers of AW Underwriters Inc. |
|
|
|
V |
|
Directors and Executive Officers of Allied World Specialty Insurance Company |
|
|
|
W |
|
Directors and Executive Officers of Crum & Forster Holdings Corp. |
|
|
|
X |
|
Directors and Executive Officers of United States Fire Insurance Company |
|
|
|
Y |
|
Directors and Executive Officers of Zenith National Insurance Corp. |
|
|
|
Z |
|
Directors and Executive Officers of Zenith Insurance Company |
|
|
|
AA |
|
Directors and Executive Officers of RiverStone Holdings Limited |
|
|
|
BB |
|
Directors and Executive Officers of RiverStone Insurance (UK) Limited |
|
|
|
CC |
|
Directors and Executive Officers of Brit Limited |
|
|
|
DD |
|
Directors and Executive Officers of Brit Insurance Holdings Limited |
|
|
|
EE |
|
Directors and Executive Officers of Brit Reinsurance (Bermuda) Limited |
|
|
|
FF |
|
Directors and Executive Officers of Brit UW Limited |
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
THE ONE ONE ZERO NINE HOLDCO LIMITED
The following table sets forth certain information with respect to the directors and executive officers of The One One Zero Nine Holdco Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
V. Prem Watsa |
|
Chairman and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Eric P. Salsberg |
|
Vice President, Corporate Affairs and Corporate Secretary, |
|
Canada |
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 |
|
Citizenship |
|
|
|
|
|
V. Prem Watsa |
|
Chairman and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Eric P. Salsberg |
|
Vice President, Corporate Affairs and Corporate Secretary, |
|
Canada |
ANNEX C
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX FINANCIAL HOLDINGS LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
V. Prem Watsa |
|
Chairman and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Anthony F. Griffiths |
|
Independent Business Consultant, |
|
Canada |
|
|
|
|
|
Robert J. Gunn |
|
Independent Business Consultant, |
|
Canada |
|
|
|
|
|
Alan D. Horn |
|
President and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Karen L. Jurjevich |
|
Principal, Branksome Hall and CEO and Principal, |
|
Canada |
|
|
|
|
|
John R. V. Palmer |
|
Chairman, Toronto Leadership Centre |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Timothy R. Price |
|
Chairman of Brookfield Funds, |
|
Canada |
|
|
|
|
|
Brandon W. Sweitzer |
|
Dean, School of Risk Management, Insurance and Actuarial Science |
|
United States |
|
|
|
|
|
Lauren C. Templeton |
|
Founder and President, Templeton and Phillips Capital Management, LLC |
|
United States |
|
|
|
|
|
Benjamin P. Watsa |
|
Founder and President, |
|
Canada |
|
|
|
|
|
Christine N. McLean |
|
Director of Research, |
|
Canada |
|
|
|
|
|
John Varnell |
|
Vice President, Corporate Development, |
|
Canada |
|
|
|
|
|
Eric P. Salsberg |
|
Vice President, Corporate Affairs and Corporate Secretary, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Paul Rivett |
|
President, Fairfax Financial Holdings Limited |
|
Canada |
|
|
|
|
|
Bradley P. Martin |
|
Vice President, Strategic Investments, |
|
Canada |
|
|
|
|
|
Jennifer Allen |
|
Vice President |
|
Canada |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Peter Clarke |
|
Vice President and Chief Risk Officer, |
|
Canada |
|
|
|
|
|
Jean Cloutier |
|
Vice President, International Operations, |
|
Canada |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
|
|
|
|
|
Vinodh Loganadhan |
|
Vice President, Administrative Services, |
|
Canada |
ANNEX D
DIRECTORS AND EXECUTIVE OFFICERS OF
FFHL GROUP LTD.
The following table sets forth certain information with respect to the directors and executive officers of FFHL Group Ltd.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
V. Prem Watsa |
|
Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited |
|
Canada |
|
|
|
|
|
Eric P. Salsberg |
|
Vice President, Corporate Affairs and Corporate Secretary, |
|
Canada |
|
|
|
|
|
Paul Rivett |
|
President, |
|
Canada |
|
|
|
|
|
Bradley P. Martin |
|
Vice President, Strategic Investments, |
|
Canada |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
ANNEX E
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX (BARBADOS) INTERNATIONAL CORP.
The following table sets forth certain information with respect to the directors and executive officers of Fairfax (Barbados) International Corp.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Lisl Lewis |
|
Director, Wentworth Insurance Company Ltd. |
|
Barbados |
|
|
|
|
|
Alistair Dent |
|
Director, Wentworth Insurance Company Ltd. |
|
British |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
|
|
|
|
|
Jean Cloutier |
|
Vice President, International Operations |
|
Canada |
|
|
|
|
|
William Peter Douglas |
|
Director, Wentworth Insurance Company Ltd. |
|
Barbados |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Simon P.G. Lee |
|
Director, Wentworth Insurance Company Ltd. |
|
British |
|
|
|
|
|
Janice Burke |
|
Vice President and General Manager, |
|
United States |
|
|
|
|
|
Paula Alleyne |
|
Vice President and General Manager, |
|
Barbados |
|
|
|
|
|
Niall Tully |
|
ffh Management Services |
|
Ireland |
|
|
|
|
|
Paul Mulvin |
|
ffh Management Services |
|
Ireland |
ANNEX F
DIRECTORS AND EXECUTIVE OFFICERS OF
WENTWORTH INSURANCE COMPANY LTD.
The following table sets forth certain information with respect to the directors and executive officers of Wentworth Insurance Company Ltd.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Lisl Lewis |
|
Director, Wentworth Insurance Company Ltd. |
|
Barbados |
|
|
|
|
|
Alistair Dent |
|
Director, Wentworth Insurance Company Ltd. |
|
British |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
|
|
|
|
|
Jean Cloutier |
|
Vice President, International Operations |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
William Peter Douglas |
|
Director, Wentworth Insurance Company Ltd. |
|
Barbados |
|
|
|
|
|
Janice Burke |
|
Vice President and General Manager, |
|
United States |
|
|
|
|
|
Paula Alleyne |
|
Vice President and General Manager, |
|
Barbados |
|
|
|
|
|
Sammy S.Y. Chan |
|
Fairfax Asia Limited |
|
Canada |
|
|
|
|
|
Niall Tully |
|
ffh Management Services |
|
Ireland |
|
|
|
|
|
Paul Mulvin |
|
ffh Management Services |
|
Ireland |
ANNEX G
DIRECTORS AND EXECUTIVE OFFICERS OF THE SIXTY THREE FOUNDATION
The following table sets forth certain information with respect to the directors and executive officers of The Sixty Three Foundation.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
V. Prem Watsa |
|
Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited |
|
Canada |
|
|
|
|
|
Eric Salsberg |
|
Vice President, Corporate Affairs and Corporate Secretary, |
|
Canada |
|
|
|
|
|
Anthony Griffiths |
|
Independent Business Consultant, |
|
Canada |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF HAMBLIN WATSA INVESTMENT COUNSEL LTD.
The following table sets forth certain information with respect to the directors and executive officers of Hamblin Watsa Investment Counsel Ltd.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
V. Prem Watsa |
|
Chairman and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Roger Lace |
|
Director and Chairman, |
|
Canada |
|
|
|
|
|
Paul Rivett |
|
President, |
|
Canada |
|
|
|
|
|
Paul Blake |
|
Vice President, Equity Trading |
|
Canada |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
F. Brian Bradstreet |
|
Managing Director, Fixed Income, |
|
Canada |
|
|
|
|
|
Wade Burton |
|
President and Chief Investment Officer, |
|
Canada |
|
|
|
|
|
Lawrence Chin |
|
Vice President and Chief Operating Officer, |
|
Canada |
|
|
|
|
|
Peter Clarke |
|
Vice President and Chief Risk Officer, |
|
Canada |
|
|
|
|
|
Peter Furlan |
|
Vice President and Chief Research Officer, |
|
Canada |
|
|
|
|
|
Paul Ianni |
|
Vice President, |
|
Canada |
|
|
|
|
|
Ian Kelly |
|
Managing Director, European Investments, |
|
United Kingdom |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Enza LaSelva |
|
Vice President, Fixed Income Trading, |
|
Canada |
|
|
|
|
|
Nick Lim |
|
Vice President, |
|
Canada |
|
|
|
|
|
Jamie Lowry |
|
Managing Director, European Investments, |
|
Canada |
|
|
|
|
|
Quinn McLean |
|
Managing Director, Middle East and Africa |
|
Canada |
|
|
|
|
|
Sam Mitchell |
|
Managing Director, |
|
United States |
|
|
|
|
|
Chandran Ratnaswami |
|
Managing Director, International Equities, |
|
Canada |
|
|
|
|
|
Yi Sang |
|
Managing Director, Asia, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Kleven Sava |
|
Vice President, Fixed Income Trading, |
|
Canada |
|
|
|
|
|
Jeff Ware |
|
Managing Director, Latin America, |
|
Canada |
|
|
|
|
|
Sherry Wilcox |
|
Senior Legal Counsel, |
|
Canada |
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 |
|
Citizenship |
|
|
|
|
|
Eric P. Salsberg |
|
Vice President, Corporate Affairs and Corporate Secretary, |
|
Canada |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
|
|
|
|
|
Michael T. Bullen |
|
President, Chief Executive Officer, Secretary and Director |
|
United States |
|
|
|
|
|
Sonja Lundy |
|
Vice President, Treasurer and Director |
|
United States |
ANNEX J
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY US HOLDINGS INC.
The following table sets forth certain information with respect to the directors and executive officers of Odyssey US Holdings Inc.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Brian D. Young |
|
President, Chief Executive Officer, and Director, Odyssey Re Holdings Corp. |
|
United States |
|
|
|
|
|
Michael G. Wacek |
|
Executive Vice President and Chief Risk Officer, |
|
United States |
|
|
|
|
|
Jan Christiansen |
|
Executive Vice President and Chief Financial Officer, |
|
Denmark |
ANNEX K
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY RE HOLDINGS CORP.
The following table sets forth certain information with respect to the directors and executive officers of Odyssey Re Holdings Corp.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Brian D. Young |
|
President and Chief Executive Officer, |
|
United States |
|
|
|
|
|
Michael G. Wacek |
|
Executive Vice President and Chief Risk Officer, |
|
United States |
|
|
|
|
|
Jan Christiansen |
|
Executive Vice President and Chief Financial Officer, |
|
Denmark |
|
|
|
|
|
Peter H. Lovell |
|
Senior Vice President, General Counsel and Corporate Secretary, |
|
United States |
|
|
|
|
|
Brandon W. Sweitzer |
|
Dean, School of Risk Management, Insurance and Actuarial Science |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Paul Rivett |
|
President, Fairfax Financial Holdings Limited |
|
Canada |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Peter Clarke |
|
Vice President and Chief Risk Officer, |
|
Canada |
|
|
|
|
|
Andrew A. Barnard |
|
President and Chief Operating Officer, |
|
United States |
ANNEX L
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY REINSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Odyssey Reinsurance Company.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Brian D. Young |
|
Chairman, President and Chief Executive Officer, Odyssey Re Holdings Corp. |
|
United States |
|
|
|
|
|
Michael G. Wacek |
|
Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. |
|
United States |
|
|
|
|
|
Jan Christiansen |
|
Executive Vice President and Chief Financial Officer, |
|
Denmark |
|
|
|
|
|
Elizabeth A. Sander |
|
Executive Vice President and Chief Actuary, |
|
United States |
|
|
|
|
|
Alane R. Carey |
|
Executive Vice President, |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Isabelle Dubots-Lafitte |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Joseph A. Guardo |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Carl A. Overy |
|
Chief Executive Officer, London Market Division, |
|
United Kingdom |
|
|
|
|
|
Lucien Pietropoli |
|
Chief Executive Officer, Asia Pacific |
|
France |
|
|
|
|
|
Brian D. Quinn |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Philippe Mallier |
|
Executive Vice President, |
|
France |
ANNEX M
DIRECTORS AND EXECUTIVE OFFICERS OF
1102952 B.C. UNLIMITED LIABILITY COMPANY
The following table sets forth certain information with respect to the directors and executive officers of 1102952 B.C. Unlimited Liability Company.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
John Varnell |
|
Vice President, Corporate Development, |
|
Canada |
ANNEX N
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX FINANCIAL HOLDINGS (SWITZERLAND) GMBH
The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings (Switzerland) GmbH.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Scott Carmilani |
|
Chairman of the Board of Managing Officers and President & Chief Executive Officer |
|
United States |
|
|
|
|
|
John Bender |
|
Managing Officer and CEO, Global Reinsurance |
|
United States |
|
|
|
|
|
Wesley Dupont |
|
Managing Officer and CEO, Global Legal & Strategy |
|
United States |
|
|
|
|
|
Louis Iglesias |
|
Managing Officer and CEO, Global Insurance |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Jean Cloutier |
|
Vice President, International Operations, |
|
Canada |
ANNEX O
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, GMBH
The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company Holdings, GmbH.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Scott Carmilani |
|
Chairman of the Board of Managing Officers and President & Chief Executive Officer |
|
United States |
|
|
|
|
|
John Bender |
|
Managing Officer and CEO, Global Reinsurance |
|
United States |
|
|
|
|
|
Wesley Dupont |
|
Managing Officer and CEO, Global Legal & Strategy |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Louis Iglesias |
|
Managing Officer and CEO, Global Insurance |
|
United States |
|
|
|
|
|
Jean Cloutier |
|
Vice President, International Operations, |
|
Canada |
|
|
|
|
|
David Gelinne |
|
SVP, Chief Actuary |
|
United States |
|
|
|
|
|
Kent Ziegler |
|
SVP, Chief Financial Officer |
|
United States |
ANNEX P
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company Holdings, Ltd.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Scott Carmilani |
|
Chairman of the Board of Managing Officers and President & Chief Executive Officer |
|
United States |
|
|
|
|
|
Wesley Dupont |
|
Managing Officer and CEO, Global Legal & Strategy |
|
United States |
|
|
|
|
|
Michael McCrimmon |
|
Director and President, North American Property & Bermuda Branch Manager |
|
Canada |
ANNEX Q
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD ASSURANCE COMPANY, LTD
The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company, Ltd.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Scott Carmilani |
|
Chairman of the Board of Managing Officers and President & Chief Executive Officer |
|
United States |
|
|
|
|
|
Wesley Dupont |
|
Managing Officer and CEO, Global Legal & Strategy |
|
United States |
|
|
|
|
|
Michael McCrimmon |
|
Director and President, North American Property & Bermuda Branch Manager |
|
Canada |
|
|
|
|
|
Scott Hunter |
|
Retired |
|
Bermuda |
ANNEX R
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD
The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Holdings (Ireland) Ltd.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Wesley Dupont |
|
Managing Officer and CEO, Global Legal & Strategy |
|
United States |
|
|
|
|
|
Jim OMahoney |
|
Retired |
|
Ireland |
|
|
|
|
|
Sean Hehir |
|
Retired |
|
Ireland |
|
|
|
|
|
Lee Dwyer (Director and President) |
|
Director and President, |
|
United Kingdom |
ANNEX S
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.
The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Holdings (U.S.) Inc.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Scott Carmilani |
|
Chairman of the Board of Managing Officers and President & Chief Executive Officer |
|
United States |
|
|
|
|
|
John Bender |
|
Managing Officer and CEO, Global Reinsurance |
|
United States |
|
|
|
|
|
Wesley Dupont |
|
Managing Officer and CEO, Global Legal & Strategy |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Louis Iglesias |
|
Managing Officer and CEO, Global Insurance |
|
United States |
|
|
|
|
|
John McElroy |
|
Executive Vice President |
|
United States |
ANNEX T
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Allied World Insurance Company.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Scott Carmilani |
|
Chairman of the Board of Managing Officers and President & Chief Executive Officer |
|
United States |
|
|
|
|
|
John Bender |
|
Managing Officer and CEO, Global Reinsurance |
|
United States |
|
|
|
|
|
Wesley Dupont |
|
Managing Officer and CEO, Global Legal & Strategy |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Louis Iglesias |
|
Managing Officer and CEO, Global Insurance |
|
United States |
|
|
|
|
|
John McElroy |
|
Executive Vice President |
|
United States |
|
|
|
|
|
Robert Bowden (Executive Vice President, Chief Marketing Officer) |
|
Executive Vice President, Chief Marketing Officer |
|
United States |
|
|
|
|
|
David Gelinne |
|
SVP, Chief Actuary |
|
United States |
ANNEX U
DIRECTORS AND EXECUTIVE OFFICERS OF
AW UNDERWRITERS INC.
The following table sets forth certain information with respect to the directors and executive officers of AW Underwriters Inc.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Scott Carmilani |
|
Chairman of the Board of Managing Officers and President & Chief Executive Officer |
|
United States |
|
|
|
|
|
Wesley Dupont |
|
Managing Officer and CEO, Global Legal & Strategy |
|
United States |
|
|
|
|
|
Louis Iglesias |
|
Managing Officer and CEO, Global Insurance |
|
United States |
|
|
|
|
|
John McElroy |
|
Executive Vice President |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Robert Bowden (Executive Vice President, Chief Marketing Officer) |
|
Executive Vice President, Chief Marketing Officer |
|
United States |
|
|
|
|
|
David Gelinne |
|
SVP, Chief Actuary |
|
United States |
ANNEX V
DIRECTORS AND EXECUTIVE OFFICERS OF
ALLIED WORLD SPECIALTY INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Allied World Specialty Insurance Company.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Scott Carmilani |
|
Chairman of the Board of Managing Officers and President & Chief Executive Officer |
|
United States |
|
|
|
|
|
Wesley Dupont |
|
Managing Officer and CEO, Global Legal & Strategy |
|
United States |
|
|
|
|
|
Louis Iglesias |
|
Managing Officer and CEO, Global Insurance |
|
United States |
|
|
|
|
|
John McElroy |
|
Executive Vice President |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Robert Bowden (Executive Vice President, Chief Marketing Officer) |
|
Executive Vice President, Chief Marketing Officer |
|
United States |
|
|
|
|
|
David Gelinne |
|
SVP, Chief Actuary |
|
United States |
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 |
|
Citizenship |
|
|
|
|
|
Marc J. Adee |
|
President and Chief Executive Officer, |
|
United States |
|
|
|
|
|
James V. Kraus |
|
Senior Vice President, General Counsel and Secretary, |
|
United States |
|
|
|
|
|
Arleen A. Paladino |
|
Executive Vice President, Chief Financial |
|
United States |
|
|
|
|
|
Andrew A. Barnard |
|
President and Chief Operating Officer, |
|
United States |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Peter Clarke |
|
Vice President and Chief Risk Officer, |
|
Canada |
|
|
|
|
|
Paul Rivett |
|
President, |
|
Canada |
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 |
|
Citizenship |
|
|
|
|
|
Marc J. Adee |
|
President, Chief Executive Officer and Director, |
|
United States |
|
|
|
|
|
Anthony R. Slimowicz (Executive Vice President, Chief Operating Officer and Director) |
|
Executive Vice President, Chief Operating Officer and Director, |
|
United States |
|
|
|
|
|
Arleen A. Paladino |
|
Executive Vice President, Chief Financial Officer, Treasurer and Director, |
|
United States |
|
|
|
|
|
James V. Kraus |
|
Senior Vice President, General Counsel and Secretary, |
|
United States |
|
|
|
|
|
Carmine Scaglione |
|
Senior Vice President and Controller, |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
George R. French |
|
Treasurer and Vice President, |
|
United States |
ANNEX Y
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH NATIONAL INSURANCE CORP.
The following table sets forth certain information with respect to the directors and executive officers of Zenith National Insurance Corp.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Jack D. Miller |
|
Chairman, Zenith Insurance Company |
|
United States |
|
|
|
|
|
Andrew A. Barnard |
|
President and Chief Operating Officer, |
|
United States |
|
|
|
|
|
Peter Clarke |
|
Vice President and Chief Risk Officer, |
|
Canada |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Paul Rivett |
|
President, Fairfax Financial Holdings Limited |
|
Canada |
|
|
|
|
|
Kari L. Van Gundy |
|
President, Chief Executive Officer and Director, |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
William J. Owen |
|
Executive Vice President, Chief Financial Officer and Treasurer, |
|
United Kingdom, United States |
|
|
|
|
|
Davidson M. Pattiz |
|
Executive Vice President and Chief Operating Officer, |
|
United States |
|
|
|
|
|
Chad J. Helin |
|
Executive Vice President, General Counsel, Secretary and Director, |
|
United States |
ANNEX Z
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Zenith Insurance Company.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Jack D. Miller |
|
Chairman and Director, |
|
United States |
|
|
|
|
|
Kari L. Van Gundy |
|
President, Chief Executive Officer and Director, |
|
United States |
|
|
|
|
|
A. Mary Ames |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Craig C. Thomson |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Jason T. Clarke |
|
Executive Vice President and Chief Actuary, |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Davidson M. Pattiz |
|
Executive Vice President and Chief Operating Officer, |
|
United States |
|
|
|
|
|
William J. Owen |
|
Executive Vice President, Chief Financial Officer and Treasurer, |
|
United Kingdom, United States |
|
|
|
|
|
Eden M. Feder |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Michael F. Cunningham |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Paul R. Ramont |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Jonathan W. Lindsay |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Chad J. Helin |
|
Executive Vice President, General Counsel, Secretary and Director, |
|
United States |
ANNEX AA
DIRECTORS AND EXECUTIVE OFFICERS OF
RIVERSTONE HOLDINGS LIMITED
The following table sets forth certain information with respect to the directors and executive officers of RiverStone Holdings Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Nicholas C. Bentley |
|
Chairman, Chief Executive Officer and President, |
|
United Kingdom |
|
|
|
|
|
Luke Tanzer |
|
Director, |
|
Australia |
|
|
|
|
|
Lorna Hemsley |
|
Finance Director, |
|
United Kingdom |
|
|
|
|
|
Fraser Henry |
|
General Counsel and Company Secretary, |
|
United Kingdom |
|
|
|
|
|
Sarah Garrod |
|
Company Secretary, |
|
United Kingdom |
ANNEX BB
DIRECTORS AND EXECUTIVE OFFICERS OF
RIVERSTONE INSURANCE (UK) LIMITED
The following table sets forth certain information with respect to the directors and executive officers of RiverStone Insurance (UK) Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Nicholas C. Bentley |
|
Chairman, Chief Executive Officer RiverStone Management Limited |
|
United Kingdom |
|
|
|
|
|
Luke Tanzer |
|
Managing Director, |
|
Australia |
|
|
|
|
|
Lorna Hemsley |
|
Finance Director, |
|
United Kingdom |
|
|
|
|
|
Mark Bannister |
|
Operations Director, |
|
United Kingdom |
|
|
|
|
|
Jasvinder Saggu |
|
Director, |
|
United Kingdom |
|
|
|
|
|
Tom Riddell |
|
Director, |
|
United Kingdom |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Kalpana Shah |
|
Director, |
|
United Kingdom |
|
|
|
|
|
Fraser Henry |
|
General Counsel and Company Secretary, |
|
United Kingdom |
|
|
|
|
|
Sarah Garrod |
|
Company Secretary, |
|
United Kingdom |
ANNEX CC
DIRECTORS AND EXECUTIVE OFFICERS OF
BRIT LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Brit Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Richard Ward |
|
Senior Independent Non-Executive Director, |
|
United Kindgom |
|
|
|
|
|
Mark Cloutier |
|
Group Executive Chairman, |
|
Canada |
|
|
|
|
|
Matthew Wilson |
|
Group Chief Executive Officer, |
|
United Kingdom |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Mark Allan |
|
Chief Financial Officer, |
|
United Kingdom |
|
|
|
|
|
Andrew Barnard |
|
President and Chief Operating Officer, |
|
United States |
|
|
|
|
|
Jeremy Ehrlich |
|
Senior Legal Counsel, Investment Legal, |
|
Canada |
|
|
|
|
|
Gordon Campbell |
|
Independent Non-Executive |
|
Canada |
ANNEX DD
DIRECTORS AND EXECUTIVE OFFICERS OF
BRIT INSURANCE HOLDINGS LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Brit Insurance Holdings Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Mark Cloutier |
|
Group Executive Chairman, |
|
Canada |
|
|
|
|
|
Antony Usher |
|
Group Financial Controller, |
|
United Kingdom |
|
|
|
|
|
Mark Allan |
|
Chief Financial Officer, |
|
United Kingdom |
|
|
|
|
|
Christopher Denton |
|
Group Head of Financial Strategy, |
|
United Kingdom |
ANNEX EE
DIRECTORS AND EXECUTIVE OFFICERS OF
BRIT REINSURANCE (BERMUDA) LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Brit Reinsurance (Bermuda) Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Mark Cloutier |
|
Group Executive Chairman, |
|
Canada |
|
|
|
|
|
Mark Allan |
|
Chief Financial Officer, |
|
United Kingdom |
|
|
|
|
|
Joe Bonanno |
|
Underwriting Director |
|
United States |
|
|
|
|
|
Karl Grieves |
|
Finance Director |
|
United Kingdom |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
John Nichols |
|
Independent Non-Executive |
|
United States |
|
|
|
|
|
Graham Pewter |
|
Independent Non-Executive |
|
United Kingdom |
|
|
|
|
|
Christopher Garrod |
|
Independent Non-Executive |
|
Bermuda |
ANNEX FF
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 |
|
Citizenship |
|
|
|
|
|
Matthew Wilson |
|
Group Chief Executive Officer, |
|
United Kingdom |
|
|
|
|
|
Antony Usher |
|
Group Financial Controller, |
|
United Kingdom |
|
|
|
|
|
Brit Corporate Services Limited (Corporate Director) |
|
Registration Number: |
|
|
|
|
|
|
|
Mark Allan |
|
Chief Financial Officer, |
|
United Kingdom |
Exhibit Index
Exhibit No. |
|
Description |
|
|
|
Ex. 1.1: |
|
Members of filing group |
|
|
|
Ex. 2.1: |
|
Joint filing agreement dated as of July 27, 2018 among V. Prem Watsa, The One One Zero Nine Holdco Limited, The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (Barbados) International Corp., Wentworth Insurance Company Ltd., The Sixty Three Foundation, Hamblin Watsa Investment Counsel Ltd, Fairfax (US) Inc., Odyssey US Holdings Inc, Odyssey Re Holdings Corp., Odyssey Reinsurance Company, 1102952 B.C. Unlimited Liability Company, Fairfax Financial Holdings (Switzerland) GmbH, Allied World Assurance Company Holdings, GmbH, Allied World Assurance Company Holdings, Ltd, Allied World Assurance Company, Ltd, Allied World Assurance Holdings (Ireland) Ltd, Allied World Assurance Holdings (U.S.) Inc., Allied World Insurance Company, AW Underwriters Inc., Allied World Specialty Insurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, Zenith National Insurance Corp., Zenith Insurance Company, RiverStone Holdings Limited, RiverStone Insurance (UK) Limited, Brit Limited, Brit Insurance Holdings Limited, Brit Reinsurance (Bermuda) Limited and Brit UW Limited. |
|
|
|
Ex. 3: |
|
Power of attorney, dated February 9, 2017 |
|
|
|
Ex. 4: |
|
Power of attorney, dated February 26, 2018 |
|
|
|
Ex. 5 |
|
Power of attorney, dated July 17, 2018 |