13D Filing: Sompo Holdings, Inc. and Blue Capital Reinsurance Holdings Ltd. (BCRH)

The purpose of this Amendment No. 8 to Schedule 13D (this “Amendment”) is to substitute Sompo International Holdings Ltd., a Bermuda exempted company (“SIH”), for Endurance Specialty Holdings Ltd., a Bermuda exempted company (“Endurance”), as a Reporting Person (as defined below) as a result of the asset transfer from Endurance to SIH, pursuant to which substantially all of the assets of Endurance, including all of the outstanding shares in Endurance Specialty Insurance Ltd., a Bermuda exempted company (“Endurance Bermuda”), were transferred from Endurance to SIH.  Except as set forth in this Amendment, all previous Items are unchanged.  Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Schedule 13D filed by Montpelier Reinsurance Ltd., a Bermuda exempted company (“Montpelier Re”), and Montpelier Re Holdings Ltd., a Bermuda exempted company (“Montpelier”), with the SEC on November 13, 2013 (the “Original 13D”).

Item 2. Identity and Background

Item 2 of the Original 13D is hereby deleted in its entirety and replaced with the following:

(a)          This Schedule 13D is being filed by Sompo Holdings, Inc. (“Sompo”), Sompo Japan Nipponkoa Insurance Inc. (“SJNI”), SIH and Endurance Bermuda (collectively, the “Reporting Persons”).

(b)          The address and principal executive office of Sompo and SJNI is 26-1, Nishi-Shinjuku 1-chome, Shinjuku-ku, 160-8338, Tokyo, Japan.  The address and principal executive office of SIH is Waterloo House, 100 Pitts Bay Road, Pembroke HM08 Bermuda.  The address and principal executive office of Endurance Bermuda is Waterloo House, 100 Pitts Bay Road, Pembroke HM08 Bermuda.

(c)          Sompo is a publicly-traded financial services holding company organized under the laws of Japan that, through various operating subsidiaries, is engaged in the provision of insurance services, operating through Domestic Property and Casualty Insurance, Domestic Life Insurance and Overseas Insurance, as well as other services including pensions, asset management and healthcare businesses.  Sompo’s shares are listed and posted for trading on the Tokyo Stock Exchange.

SJNI is property and casualty insurance company organized under the laws of Japan and a direct, wholly-owned subsidiary of Sompo.  SJNI was established through the merger of Sompo Japan Insurance Inc. and Nipponkoa Insurance Co., Ltd. in September 2014.

SIH is a global specialty provider of property and casualty insurance and reinsurance and a direct, wholly-owned subsidiary of SJNI.  Through its operating subsidiaries, SIH writes agriculture, casualty and other specialty, professional lines and property, marine and energy lines of insurance and catastrophe, property, casualty, professional lines and specialty lines of reinsurance.

Endurance Bermuda is a wholly-owned subsidiary of SIH registered in Bermuda under the Insurance Act as a Class 4 insurer to provide insurance and reinsurance on a rated basis.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons are set forth on Annex A hereto and are incorporated by reference herein in their entirety.

(d)          During the past five years, none of the Reporting Persons or, to their knowledge, persons listed on Annex A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)          During the past five years, none of the Reporting Persons or, to their knowledge, persons listed on Annex A attached hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original 13D is hereby supplemented to include the following: