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

On September 27, 2017, Endurance and SIH entered into the Stock and Asset Purchase and Sale Agreement pursuant to which the SIH Asset Transfer was effected.  As a result of the SIH Asset Transfer, SIH became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Endurance, and Endurance ceased to be a beneficial owner of the reported shares of the Issuer.

Pursuant to the Shareholder and Registration Rights Agreement, dated as of November 12, 2013 between the Issuer and Montpelier Re, Endurance Bermuda (as the successor to Montpelier Re) will have the right to nominate two of the Issuer’s five directors (or, if the Issuer’s Board of Directors consists of more than five directors, not less than 40% of the total board seats at any given time) until the later of the date on which (1) SIH (as the successor to Montpelier), or any of its wholly-owned subsidiaries, sell any of their Common Shares and (2) SIH (as the successor to Montpelier), or any of its wholly-owned subsidiaries, own less than 5% of the Common Shares.  Endurance Bermuda will have the right to designate one of its nominees as chairman of the Issuer’s Board of Directors.  In their capacity as a director of the Issuer, Endurance Bermuda’s nominees on the Issuer’s Board of Directors may take an active role in working with the Issuer’s management on operational, financial and strategic initiatives.

Members of the Issuer’s management are also employees of the Reporting Persons.  In their capacity as management of the Issuer, these employees may take an active role with respect to the Issuer’s operational, financial and strategic initiatives.

The Reporting Persons regularly review the Issuer’s business, performance, condition (financial or otherwise), results of operations, operations, competitive position, share price and anticipated future developments and prospects, as well as general economic conditions and existing and anticipated market and industry conditions and trends affecting the Issuer.  The Reporting Persons regularly discuss such matters with the Issuer’s management and Board of Directors either directly or through Board participation.  As a result of these or other factors and any such discussions, the Reporting Persons may, and reserve the right to, formulate and actively participate in any plans or proposals regarding the Issuer, including any of the actions or transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D, and to change their intentions with respect thereto at any time, as they deem appropriate.