Filing Details

 

 

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

 

BlackBerry Limited

(Name of Issuer)

 

Common Stock, No Par Value

(Title of Class of Securities)

 

09228F103

(CUSIP Number)

 

Peter Clarke

Vice President and Chief Operating Officer

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

Sean J. Skiffington

Shearman & Sterling LLP

Commerce Court West

199 Bay Street, Suite 4405

Toronto, Ontario M5L 1E8

Telephone (416) 360-8484

 

August 23, 2021

(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) V. Prem Watsa
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Canadian
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 101,853,700
			9		Sole Dispositive Power
			10		Shared Dispositive Power 101,853,700
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,853,700
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 16.4%
	14	Type of Reporting Person IN

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Second 810 Holdco Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 101,853,700
			9		Sole Dispositive Power
			10		Shared Dispositive Power 101,853,700
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,853,700
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 16.4%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Second 1109 Holdco Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 101,724,700
			9		Sole Dispositive Power
			10		Shared Dispositive Power 101,724,700
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,724,700
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 16.4%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The Sixty Two Investment Company Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization British Columbia
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 101,724,700
			9		Sole Dispositive Power
			10		Shared Dispositive Power 101,724,700
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,724,700
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 16.4%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 12002574 Canada Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 101,724,700
			9		Sole Dispositive Power
			10		Shared Dispositive Power 101,724,700
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,724,700
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 16.4%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Fairfax Financial Holdings Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 101,724,700
			9		Sole Dispositive Power
			10		Shared Dispositive Power 101,724,700
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 101,724,700
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 16.4%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FFHL Group Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 82,885,768
			9		Sole Dispositive Power
			10		Shared Dispositive Power 82,885,768
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 82,885,768
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 13.3%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Fairfax (US) Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 63,089,945
			9		Sole Dispositive Power
			10		Shared Dispositive Power 63,089,945
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 63,089,945
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 10.2%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Resolution Group Reinsurance (Barbados) Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Barbados
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 4,868,323
			9		Sole Dispositive Power
			10		Shared Dispositive Power 4,868,323
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,868,323
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 0.8%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey US Holdings Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 42,418,165
			9		Sole Dispositive Power
			10		Shared Dispositive Power 42,418,165
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 42,418,165
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 6.8%
	14	Type of Reporting Person CO

 

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey Group Holdings, Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 42,418,165
			9		Sole Dispositive Power
			10		Shared Dispositive Power 42,418,165
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 42,418,165
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 6.8%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Odyssey Reinsurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Connecticut
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 27,507,445
			9		Sole Dispositive Power
			10		Shared Dispositive Power 27,507,445
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 27,507,445
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 4.4%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Hudson Insurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 1,852,400
			9		Sole Dispositive Power
			10		Shared Dispositive Power 1,852,400
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,852,400
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 0.3%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Greystone Insurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Connecticut
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,350,991
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,350,991
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,350,991
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 1.3%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Crum & Forster Holdings Corp.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 15,511,793
			9		Sole Dispositive Power
			10		Shared Dispositive Power 15,511,793
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,511,793
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 2.5%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) United States Fire Insurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 15,511,793
			9		Sole Dispositive Power
			10		Shared Dispositive Power 15,511,793
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 15,511,793
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 2.5%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) The North River Insurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization New Jersey
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 4,345,000
			9		Sole Dispositive Power
			10		Shared Dispositive Power 4,345,000
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 4,345,000
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 0.7%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Connemara Reinsurance Company Ltd.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Barbados
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 160,050
			9		Sole Dispositive Power
			10		Shared Dispositive Power 160,050
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 160,050
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 0.0%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Northbridge Financial Corporation
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 13,422,500
			9		Sole Dispositive Power
			10		Shared Dispositive Power 13,422,500
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 13,422,500
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 2.2%
	14	Type of Reporting Person CO

 

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Federated Insurance Company of Canada
	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 2,051,800
			9		Sole Dispositive Power
			10		Shared Dispositive Power 2,051,800
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,051,800
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.3%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Northbridge General Insurance Corporation
	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 10,347,100
			9		Sole Dispositive Power
			10		Shared Dispositive Power 10,347,100
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 10,347,100
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 1.7%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Verassure Insurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 1,205,600
			9		Sole Dispositive Power
			10		Shared Dispositive Power 1,205,600
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,205,600
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.2%
	14	Type of Reporting Person CO

 

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Zenith Insurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Canada
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 297,700
			9		Sole Dispositive Power
			10		Shared Dispositive Power 297,700
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 297,700
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.0%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRC Reinsurance Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Barbados
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 812,453
			9		Sole Dispositive Power
			10		Shared Dispositive Power 812,453
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 812,453
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.1%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 1102952 B.C. Unlimited Liability Company
	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization British Columbia
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,988,635
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,988,635
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,988,635
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 1.4%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company Holdings, Ltd
	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,988,635
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,988,635
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,988,635
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 1.4%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company Holdings I, Ltd
	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,988,635
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,988,635
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,988,635
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 1.4%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Company, Ltd
	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 8,988,635
			9		Sole Dispositive Power
			10		Shared Dispositive Power 8,988,635
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 8,988,635
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 1.4%
	14	Type of Reporting Person CO

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Holdings (Ireland) Ltd
	2	Check the Appropriate Box if a Member of a Group
		(a)		¨
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 5,227,768
			9		Sole Dispositive Power
			10		Shared Dispositive Power 5,227,768
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,227,768
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.8%
	14	Type of Reporting Person CO

 

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Assurance Holdings (U.S.) Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power
		8		Shared Voting Power 5,227,768
		9		Sole Dispositive Power
		10		Shared Dispositive Power 5,227,768
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,227,768
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.8%
	14	Type of Reporting Person CO

 

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Insurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization New Hampshire
Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power
		8		Shared Voting Power 5,227,768
		9		Sole Dispositive Power
		10		Shared Dispositive Power 5,227,768
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 5,227,768
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.8%
	14	Type of Reporting Person CO

 

 

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) AW Underwriters Inc.
	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power
		8		Shared Voting Power 3,536,078
		9		Sole Dispositive Power
		10		Shared Dispositive Power 3,536,078
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,536,078
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.6%
	14	Type of Reporting Person CO

 

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Allied World Specialty Insurance Company
	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power
		8		Shared Voting Power 3,536,078
		9		Sole Dispositive Power
		10		Shared Dispositive Power 3,536,078
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,536,078
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.6%
	14	Type of Reporting Person CO

 

 

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Newline Holdings UK Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power
		8		Shared Voting Power 1,634,457
		9		Sole Dispositive Power
		10		Shared Dispositive Power 1,634,457
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,634,457
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.3%
	14	Type of Reporting Person CO

 

 

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Newline Corporate Name Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power
		8		Shared Voting Power 1,531,577
		9		Sole Dispositive Power
		10		Shared Dispositive Power 1,531,577
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,531,577
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.2%
	14	Type of Reporting Person CO

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Newline Insurance Company Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization United Kingdom
Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power
		8		Shared Voting Power 102,880
		9		Sole Dispositive Power
		10		Shared Dispositive Power 102,880
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 102,880
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.0%
	14	Type of Reporting Person CO

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power
		8		Shared Voting Power 6,373,323
		9		Sole Dispositive Power
		10		Shared Dispositive Power 6,373,323
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,373,323
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 1.0%
	14	Type of Reporting Person CO

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Insurance Holdings Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power
		8		Shared Voting Power 6,373,323
		9		Sole Dispositive Power
		10		Shared Dispositive Power 6,373,323
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 6,373,323
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 1.0%
	14	Type of Reporting Person CO

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit UW Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)	¨
		(b)	x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). ¨
	6	Citizenship or Place of Organization England and Wales
Number of Shares Beneficially Owned by Each Reporting Person With:		7		Sole Voting Power
		8		Shared Voting Power 2,555,190
		9		Sole Dispositive Power
		10		Shared Dispositive Power 2,555,190
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 2,555,190
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares ¨
	13	Percent of Class Represented by Amount in Row (11) 0.4%
	14	Type of Reporting Person CO

 

 

 

CUSIP No. 09228F103
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) Brit Reinsurance (Bermuda) Limited
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Source of Funds OO
	5	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o
	6	Citizenship or Place of Organization Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:			7		Sole Voting Power
			8		Shared Voting Power 3,818,133
			9		Sole Dispositive Power
			10		Shared Dispositive Power 3,818,133
	11	Aggregate Amount Beneficially Owned by Each Reporting Person 3,818,133
	12	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o
	13	Percent of Class Represented by Amount in Row (11) 0.6%
	14	Type of Reporting Person CO

 

Explanatory note

 

Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) amends the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on July 23, 2012 (as amended and supplemented prior to the date hereof, the “Original Schedule 13D” and, as amended and supplemented by this Amendment No. 10, the “Schedule 13D”).

 

This Amendment No. 10 is filed in connection with the sale by Fairfax Financial Holdings Limited and certain of its affiliates of all of its interests in RiverStone Europe to CVC Strategic Opportunities Fund II on August 23, 2021.

 

The following amendments to Items 2, 5, 6 and 7 of the Schedule 13D are hereby made:

 

Item 2.

Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

“This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

 

1.                   V. Prem Watsa, an individual, is a citizen of Canada and is the Chairman and Chief Executive Officer of Fairfax Financial Holdings Limited. Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

 

2.                   The Second 810 Holdco Ltd. (“810 Holdco”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. 810 Holdco is an investment holding company. The principal business and principal office address of 810 Holdco is 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada, M5J 2N7;

 

3.                   The Second 1109 Holdco Ltd. (“Holdco”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Holdco is an investment holding company. The principal business and principal office address of Holdco is 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada, M5J 2N7;

 

4.                   The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. Sixty Two is an investment holding company. The principal business and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada, V6C 3L2;

 

5.                   12002574 Canada Inc. (“12002574”), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. 12002574 is an investment holding company. The principal business and principal office address of 12002574 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

 

6.                   Fairfax Financial Holdings Limited (“Fairfax”) is a corporation incorporated under the laws of Canada. Fairfax is a holding company. The principal business and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

 

7.                   FFHL Group Ltd. (“FFHL”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. FFHL is a holding company. The principal business and principal office address of FFHL is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada, M5J 2N7;

 

8.                   Fairfax (US) Inc. (“Fairfax US”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. Fairfax US is a holding company. The principal business and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;

 

9.                   Resolution Group Reinsurance (Barbados) Limited (“Resolution”), a corporation incorporated under the laws of Barbados, is a wholly owned subsidiary of Fairfax. The principal business of Resolution is a reinsurance company. The principal business address and principal office address of Resolution is 12 Pine Commercial, The Pine, St. Michael, Barbados, BB11103;

 

 

10.                Odyssey US Holdings Inc. (“Odyssey”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. Odyssey is a holding company. The principal business and principal office address of Odyssey is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

 

11.                Odyssey Group Holdings, Inc. (formerly known as Odyssey Re Holdings Corp.) (“Odyssey Group”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. Odyssey Group is a holding company. The principal business and principal office address of Odyssey Group is 300 First Stamford Place, Stamford, Connecticut, USA, 06902;

 

12.                Odyssey Reinsurance Company (“Odyssey Reinsurance”), a corporation incorporated under the laws of Connecticut, is a wholly owned subsidiary of Fairfax. The principal business of Odyssey Reinsurance is reinsurance. The principal business and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut, USA, 06902;

 

13.                Hudson Insurance Company (“Hudson”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. The principal business of Hudson is property and casualty insurance. The principal business and principal office address of Hudson is 100 Willam St., New York, New York, USA, 10038;

 

14.                Greystone Insurance Company (formerly known as Clearwater Select Insurance Company) (“Greystone”), a corporation incorporated under the laws of Connecticut, is a wholly owned subsidiary of Fairfax. The principal business of Greystone is reinsurance. The principal business address and principal office address of Greystone is 300 First Stamford Place, Stamford, Connecticut, USA, 06902;

 

15.                Crum & Forster Holdings Corp. (“Crum & Forster”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. Crum & Forster is a holding company. The principal business and principal office address of Crum & Forster is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

 

16.                United States Fire Insurance Company (“US Fire”), a corporation incorporated under the laws of Delaware, is a wholly owned subsidiary of Fairfax. The principal business of US Fire is insurance. The principal business and principal office address of US Fire is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

 

17.                The North River Insurance Company (“North River”), a corporation incorporated under the laws of New Jersey, is a wholly owned subsidiary of Fairfax. The principal business of North River is insurance. The principal business address and principal office address of North River is 305 Madison Avenue, Morristown, New Jersey, USA, 07962;

 

18.                Connemara Reinsurance Company Ltd. (“Connemara”), a company incorporated under the laws of Barbados, is a wholly owned subsidiary of Fairfax. The principal business of Connemara is reinsurance. The principal business address and principal office address of Connemara is #12 Pine Commercial, The Pine, St. Michael, Barbados, BB11103;

 

19.                Northbridge Financial Corporation (“NFC”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. NFC is a holding company. The principal business address and principal office address of NFC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

 

20.                Federated Insurance Company of Canada (“Federated”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. The principal business of Federated is property and casualty insurance. The principal business address and principal office address of Federated is 255 Commerce Dr., P.O. Box 5800, Winnipeg, Manitoba, Canada, R3C 3C9;

 

 

21.                Northbridge General Insurance Corporation (“NGIC”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. The principal business of NGIC is property and casualty insurance. The principal business address and principal office address of NGIC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

 

22.                Verassure Insurance Company (“Verassure”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. The principal business of Verassure is property and casualty insurance. The principal business address and principal office address of Verassure is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

 

23.                Zenith Insurance Company (“Zenith”), a corporation incorporated under the laws of Canada, is a wholly owned subsidiary of Fairfax. The principal business of Zenith is property and casualty insurance. The principal business address and principal office address of Zenith is 105 Adelaide Street West, 7th Floor, Toronto, Ontario, Canada, M5H 1P9;

 

24.                CRC Reinsurance Limited (“CRC”), a corporation established under the laws of the Barbados, is a wholly owned subsidiary of Fairfax. The principal business of CRC is reinsurance. The principal business address and principal office address of CRC is #12 Pine Commercial, The Pine, St Michael, Barbados, BB11103;

 

25.                1102952 B.C. Unlimited Liability Company (“1102952”), a corporation incorporated under the laws of British Columbia, is a wholly owned subsidiary of Fairfax. 1102952 is a holding company. The principal business and principal office address of 1102952 is 1600 - 925 West Georgia Street, Vancouver, British Columbia, Canada, V6C 3L2;

 

26.                Allied World Assurance Company Holdings, Ltd (“Allied Holdings Bermuda”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. Allied Holdings Bermuda is a holding company. The principal business and principal office address of Allied Holdings Bermuda is 27 Richmond Road, Pembroke, Bermuda, HM 08;

 

27.                Allied World Assurance Company Holdings I, Ltd (“Allied Holdings I Ltd”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. Allied Holdings I Ltd is a holding company. The principal business and principal office address of Allied Holdings I Ltd is 27 Richmond Road, Pembroke, Bermuda, HM 08;

 

28.                Allied World Assurance Company, Ltd (“Allied Assurance”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. The principal business of Allied Assurance is insurance. The principal business and principal office address of Allied Assurance is 27 Richmond Road, Pembroke, Bermuda, HM 08;

 

29.                Allied World Assurance Holdings (Ireland) Ltd (“Allied Ireland”), a corporation incorporated under the laws of Bermuda, is a subsidiary of Fairfax. Allied Ireland is a holding company. The principal business and principal office address of Allied Ireland is 27 Richmond Road, Pembroke, Bermuda, HM 08;

 

30.                Allied World Assurance Holdings (U.S.) Inc. (“Allied U.S.”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. Allied U.S. is a holding company. The principal business and principal office address of Allied U.S. is 1209 Orange Street, Wilmington, Delaware, USA, 19801;

 

31.                Allied World Insurance Company (“Allied Insurance”), a corporation incorporated under the laws of New Hampshire, is a subsidiary of Fairfax. The principal business of Allied Insurance is insurance. The principal business and principal office address of Allied Insurance is 10 Ferry Street, Suite 313, Concord, New Hampshire, USA, 03301;

 

 

32.                AW Underwriters Inc. (“AW”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. The principal business of AW is as an insurance agency. The principal business and principal office address of AW is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808;

 

33.                Allied World Specialty Insurance Company (“Allied Specialty”), a corporation incorporated under the laws of Delaware, is a subsidiary of Fairfax. The principal business of Allied Specialty is insurance. The principal business and principal office address of Allied Specialty is 251 Little Falls Drive, Wilmington, Delaware, USA, 19808;

 

34.                Newline Holdings UK Limited (“Newline UK”), a company incorporated under the laws of the United Kingdom, is a subsidiary of Fairfax. Newline UK is a holding company. The principal business address and principal office address of Newline UK is Corn Exchange, 55 Mark Lane, London, United Kingdom, EC3R 7NE;

 

35.                Newline Corporate Name Limited (“Newline”), a company incorporated under the laws of the United Kingdom, is a Lloyd’s Corporate Member (and the sole capital provider to Newline Syndicate 1218 at Lloyd’s). The principal business of Newline is property and casualty insurance. The principal business address and principal office address of Newline is Corn Exchange, 55 Mark Lane, London, United Kingdom, EC3R 7NE;

 

36.                Newline Insurance Company Limited (“Newline Insurance”), a company incorporated under the laws of the United Kingdom, is a wholly owned subsidiary of Fairfax. The principal business of Newline Insurance is insurance. The principal business address and principal office address of Newline is Corn Exchange, 55 Mark Lane, London, United Kingdom, EC3R 7NE;

 

37.                Brit Limited (“Brit”), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Brit is a holding company. The principal business address and principal office address of Brit is The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB;

 

38.                Brit Insurance Holdings Limited (“Brit Holdings”), a company incorporated under the laws of England and Wales, is a subsidiary of Fairfax. Brit Holdings is a holding company. The principal business address and principal office address of Brit Holdings is The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB;

 

39.                Brit UW Limited (“Brit UW”), a corporation incorporated under the laws of England and Wales, is a Lloyd’s Corporate Member. The principal business of Brit UW is as a Lloyd’s Corporate Member. The principal business address and principal office address of Brit UW is The Leadenhall Building, 122 Leadenhall Street, London, United Kingdom, EC3V 4AB; and

 

40.                Brit Reinsurance (Bermuda) Limited (“Brit Reinsurance”), a corporation incorporated under the laws of Bermuda, is a wholly owned subsidiary of Fairfax. The principal business of Brit Reinsurance is reinsurance. The principal business and principal office address of Brit Reinsurance is Clarendon House, 2 Church Street, Hamilton, Bermuda, HM 11.

  

 

Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 810 Holdco, Holdco, Sixty Two, 12002574, Fairfax, FFHL, Fairfax US, Resolution, Odyssey, Odyssey Group, Odyssey Reinsurance, Hudson, Greystone, Crum & Forster, US Fire, North River, Connemara, NFC, Federated, NGIC, Verassure, Zenith, CRC, 1102952, Allied Holdings Bermuda, Allied Holdings I Ltd, Allied Assurance, Allied Ireland, Allied U.S., Allied Insurance, AW, Allied Specialty, Newline UK, Newline, Newline Insurance, Brit, Brit Holdings, Brit UW or Brit Reinsurance that it is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD, EE, FF, GG, HH, II, JJ, KK, LL or MM, as the case may be, and such Annexes are incorporated herein by reference.

 

Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Shares.

 

During the last five years, none of the Reporting Persons, and, to the best of each such Reporting Person’s knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.”

 

Item 5.

Interest in the Securities of the Issuer.

 

Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

 

“(a)       Based on the most recent information available, the aggregate number and percentage of the Shares (the securities identified by Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

 

The percentage of Shares beneficially owned by each of the Reporting Persons was calculated based on 621,412,186 Shares issued and outstanding as of August 18, 2021 (assuming conversion of all of the 1.75% Debentures held by the Reporting Persons into Shares).

 

(b)        The numbers of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 7, 8, 9 and 10, respectively, on the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

 

To the best knowledge of the Reporting Persons, the following persons beneficially own the following amounts of Shares and have sole voting power and sole dispositive power with respect to such Shares:

 

Alane R. Carey			1000
Neil Duncan			100
Paul Gardner			67

 

(c)        Except as described herein, none of the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD, EE, FF, GG, HH, II, JJ, KK, LL or MM, beneficially owns, or has acquired or disposed of, any Shares during the last 60 days.

 

 

(d)       No person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Shares held by the Reporting Persons other than each of the Reporting Persons, and in respect of 1,980,000 Shares, certain pension plans of certain subsidiaries of Fairfax.

 

(e)       Not applicable.”

 

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:

 

“On August 23, 2021, Fairfax completed its previously announced transaction (the “RiverStone Transaction”) with CVC Strategic Opportunities Fund II (“CVC”) to sell all of its interests in RiverStone Europe to CVC. Certain subsidiaries of RiverStone Europe are record owners of 6,791,844 shares of common stock in the capital of the Issuer (the “RiverStone Shares”). As described below, Fairfax and its affiliates also remain the continuous beneficial owners of the RiverStone Shares, and retain pecuniary interest in the RiverStone Shares, through and following completion of the RiverStone Transaction.

 

In connection with the RiverStone Transaction, Fairfax entered into Asset Value Loan Notes (“AVLNs”) with the current holders of the RiverStone Shares (the “Payees”) for purposes of assurance of the value of the RiverStone Shares until such time as such RiverStone Shares are transferred to be directly owned by Fairfax or its affiliates or sold at the direction of Hamblin Watsa Investment Counsel Ltd. (“HWIC”), a wholly owned subsidiary of Fairfax, (such transfer or sale, the “AVLN Transfer”). During the term of the AVLNs, Fairfax (through HWIC) will have operational control and direction over the RiverStone Shares (other than the right to grant any encumbrance over the RiverStone Shares), including having sole control over all voting and related matters involving the RiverStone Shares, other than where the exercise of such right could reasonably be expected, in the opinion of the Payee, to result in liability, regulatory breach or material reputational damage.

 

The AVLN is structured to provide that the Payee will receive a specified price for the RiverStone Shares upon the AVLN Transfer, which will occur no later than December 31, 2022. The specified price to be paid to the Payee upon the AVLN Transfer will be calculated as the market value of the RiverStone Shares as of December 31, 2019 plus interest on such amount to the date of the AVLN Transfer at an annualized rate of 3% (compounding annually), less any distributions retained by the Payee in respect of the RiverStone Shares, plus any applicable costs of the Payee related to the AVLN Transfer. Any amounts received in excess of that specified price will be for the benefit of Fairfax. The timing of the AVLN Transfer may depend on a number of factors, including market conditions and the timing of transactions with respect to other securities subject to other AVLNs between Fairfax and the Payee.

 

The forgoing description of the AVLN does not purport to be complete and is qualified in its entirety by the full text of such agreement, the form of which is filed herewith as Exhibit 14 and incorporated herein by reference.”

 

 

Item 7.

Material to be Filed as Exhibits.

 

Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following exhibit to the end thereof:

 

“Ex. 10.1:

Joint filing agreement dated as of August 25, 2021 among V. Prem Watsa, The Second 810 Holdco Ltd., The Second 1109 Holdco Ltd., The Sixty Two Investment Company Limited, 12002574 Canada Inc., Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (US) Inc., Resolution Group Reinsurance (Barbados) Limited, Odyssey US Holdings Inc., Odyssey Group Holdings, Inc., Odyssey Reinsurance Company, Hudson Insurance Company, Greystone Insurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, The North River Insurance Company, Connemara Reinsurance Company Ltd., Northbridge Financial Corporation, Federated Insurance Company of Canada, Northbridge General Insurance Corporation, Verassure Insurance Company, Zenith Insurance Company, CRC Reinsurance Limited, 1102952 B.C. Unlimited Liability Company, Allied World Assurance Company Holdings, Ltd, Allied World Assurance Company Holdings I, 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, Newline Holdings UK Limited, Newline Corporate Name Limited, Newline Insurance Company Limited, Brit Limited, Brit Insurance Holdings Limited, Brit UW Limited and Brit Reinsurance (Bermuda) Limited.

 

Ex. 13:

Power of attorney, dated March 9, 2020 (incorporated by reference to Exhibit 8 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on March 9, 2020).

 

Ex. 14:

Form of Asset Value Loan Note Agreement among Fairfax Financial Holdings Limited, as Promisor and applicable Riverstone Europe Company, as Payee and Hamblin Watsa Investment Counsel Ltd., as HWIC.

 

Ex. 15:

Power of attorney, dated April 27, 2021 (incorporated by reference to Exhibit 4 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on June 14, 2021).”

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	V. Prem Watsa
	/s/ V. Prem Watsa

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	The Second 810 Holdco Ltd.
	By:	/s/ V. Prem Watsa
		Name:	V. Prem Watsa
		Title:	President

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  August 25, 2021	The Second 1109 Holdco Ltd.
	By:	/s/ V. Prem Watsa
		Name:	V. Prem Watsa
		Title:	President

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  August 25, 2021	The Sixty Two Investment Company Limited
	By:	/s/ V. Prem Watsa
		Name:	V. Prem Watsa
		Title:	President

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  August 25, 2021	120025874 Canada Inc.
	By:	/s/ V. Prem Watsa
		Name:	V. Prem Watsa
		Title:	President

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  August 25, 2021	Fairfax Financial Holdings Limited
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Vice President and Chief Operating Officer

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated:  August 25, 2021	FFHL Group Ltd.
	By:	/s/ V. Prem Watsa
		Name:	V. Prem Watsa
		Title:	President

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Fairfax (US) Inc.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Resolution Group Reinsurance (Barbados) Limited
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Odyssey US Holdings Inc
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Odyssey Group Holdings, Inc.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Odyssey Reinsurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Hudson Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Greystone Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Crum & Forster Holdings Corp.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	United States Fire Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	The North River Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Connemara Reinsurance Company Ltd.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Northbridge Financial Corporation
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Federated Insurance Company of Canada
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Northbridge General Insurance Corporation
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Verassure Insurance Comapny
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Zenith Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	CRC Reinsurance Limited
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	1102952 B.C. Unlimited Liability Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Allied World Assurance Company Holdings, Ltd
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Allied World Assurance Company Holdings I, Ltd
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Allied World Assurance Company, Ltd
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Allied World Assurance Holdings (Ireland) Ltd.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Allied World Assurance Holdings (U.S.) Inc.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Allied World Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	AW Underwriters Inc.
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Allied World Specialty Insurance Company
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Newline Holdings UK Limited
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Newline Corporate Name Limited
	By:	/s/ Peter Clarke
		Name:	Peter Clarke
		Title:	Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Newline Insurance Company Limited
	By:	/s/ Robert B. Kastner
		Name:	Robert B. Kastner
		Title:	Director

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Brit Limited
	By:	/s/ Mark Allan
		Name:	Mark Allan
		Title:	Chief Financial Officer and Director

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Brit Insurance Holdings Limited
	By:	/s/ Mark Allan
		Name:	Mark Allan
		Title:	Director

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Brit UW Limited
	By:	/s/ Mark Allan
		Name:	Mark Allan
		Title:	Director

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: August 25, 2021	Brit Reinsurance (Bermuda) Limited
	By:	/s/ Mark Allan
		Name:	Mark Allan
		Title:	Director

 

 

Annex Index

 

Annex		Description
A		Directors and Executive Officers of The Second 810 Holdco Ltd.
B		Directors and Executive Officers of The Second 1109 Holdco Ltd.
C		Directors and Executive Officers of The Sixty Two Investment Company Limited
D		Directors and Executive Officers of 12002574 Canada Inc.
E		Directors and Executive Officers of Fairfax Financial Holdings Limited
F		Directors and Executive Officers of FFHL Group Ltd.
G		Directors and Executive Officers of Fairfax (US) Inc.
H		Directors and Executive Officers of Resolution Group Reinsurance (Barbados) Limited
I		Directors and Executive Officers of Odyssey US Holdings Inc.
J		Directors and Executive Officers of Odyssey Group Holdings, Inc.
K		Directors and Executive Officers of Odyssey Reinsurance Company
L		Directors and Executive Officers of Hudson Insurance Company
M		Directors and Executive Officers of Greystone Insurance Company
N		Directors and Executive Officers of Crum & Forster Holdings Corp.
O		Directors and Executive Officers of United States Fire Insurance Company
P		Directors and Executive Officers of The North River Insurance Company
Q		Directors and Executive Officers of Connemara Reinsurance Company Ltd.
R		Directors and Executive Officers of Northbridge Financial Corporation
S		Directors and Executive Officers of Federated Insurance Company of Canada
T		Directors and Executive Officers of Northbridge General Insurance Corporation
U		Directors and Executive Officers of Verassure Insurance Company
V		Directors and Executive Officers of Zenith Insurance Company
W		Directors and Executive Officers of CRC Reinsurance Limited
X		Directors and Executive Officers of 1102952 B.C. Unlimited Liability Company
Y		Directors and Executive Officers of Allied World Assurance Company Holdings, Ltd
Z		Directors and Executive Officers of Allied World Assurance Company Holdings I, Ltd
AA		Directors and Executive Officers of Allied World Assurance Company, Ltd
BB		Directors and Executive Officers of Allied World Assurance Holdings (Ireland) Ltd
CC		Directors and Executive Officers of Allied World Assurance Holdings (U.S.) Inc.
DD		Directors and Executive Officers of Allied World Insurance Company
EE		Directors and Executive Officers of AW Underwriters Inc.
FF		Directors and Executive Officers of Allied World Specialty Insurance Company
GG		Directors and Executive Officers of Newline Holdings UK Limited
HH		Directors and Executive Officers of Newline Corporate Name Limited
II		Directors and Executive Officers of Newline Insurance Company Limited
JJ		Directors and Executive Officers of Brit Limited
KK		Directors and Executive Officers of Brit Insurance Holdings Limited
LL		Directors and Executive Officers of Brit UW Limited
MM		Directors and Executive Officers of Brit Reinsurance (Bermuda) Limited

 

 

ANNEX A

 

DIRECTORS AND EXECUTIVE OFFICERS OF

THE SECOND 810 HOLDCO LTD.

 

The following table sets forth certain information with respect to the directors and executive officers of The Second 810 Holdco Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Eric P. Salsberg (Secretary)		Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
V. Prem Watsa (President and Director)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada

 

 

  

ANNEX B

 

DIRECTORS AND EXECUTIVE OFFICERS OF

THE SECOND 1109 HOLDCO LTD.

 

The following table sets forth certain information with respect to the directors and executive officers of The Second 1109 Holdco Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Eric P. Salsberg (Secretary)		Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
V. Prem Watsa (President and Director)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada

 

 

ANNEX C

 

DIRECTORS AND EXECUTIVE OFFICERS OF

THE SIXTY TWO INVESTMENT COMPANY LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of The Sixty Two Investment Company Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Eric P. Salsberg (Secretary and Director)		Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
V. Prem Watsa (President and Director)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada

 

 

ANNEX D

 

DIRECTORS AND EXECUTIVE OFFICERS OF

12002574 CANADA INC.

 

The following table sets forth certain information with respect to the directors and executive officers of 12002574 Canada Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Eric P. Salsberg (Secretary)		Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
V. Prem Watsa (President and Director)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada

 

 

ANNEX E

 

DIRECTORS AND EXECUTIVE OFFICERS OF

FAIRFAX FINANCIAL HOLDINGS LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Anthony F. Griffiths (Director)		Independent Business Consultant, Toronto, Ontario, Canada		Canada
Benjamin Watsa (Director)		Founder and President, Marval Capital Ltd. 77 King Street West, Suite 4545 Toronto, Ontario M5K 1K2		Canada
Bradley P. Martin (Vice President, Strategic Investments)		Vice President, Strategic Investments, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Brandon W. Sweitzer (Director)		Dean, School of Risk Management, Insurance and Actuarial Science, St. John’s University 101 Murray Street, Suite 438 New York, New York 10007-2165		United States
Christine N. McLean (Director)		Corporate Director, Fairfax Financial Holdings Limited, 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
David Johnston (Director)		Corporate Director, Ottawa, Canada		Canada
Eric P. Salsberg (Vice President, Corporate Affairs and Corporate Secretary)		Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Jean Cloutier (Vice President, International Operations)		Vice President, International Operations, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Jennifer Allen (Vice President and Chief Financial Officer)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7		Canada
John Varnell (Vice President, Corporate Development)		Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Karen L. Jurjevich (Director)		Principal, Branksome Hall and Chief Executive Officer and Principal, Branksome Hall Global 10 Elm Avenue Toronto, Ontario M4W 1N4		Canada
Lauren C. Templeton (Director)		Founder and President, Templeton and Phillips Capital Management, LLC 810 Scenic Highway Lookout Mountain, TN, USA 37350		United States
Michael Wallace (Vice President)		Vice President, Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800 Toronto ON  M5J 2N7		Canada
Olivier Quesnel (Vice President and Chief Actuary)		Vice President and Chief Actuary, Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800 Toronto ON  M5J 2N7		Canada
Peter Clarke (Vice President and Chief Operating Officer)		Vice President and Chief Operating Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
R. William McFarland (Director)		Corporate Director, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N		Canada
Robert J. Gunn (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Timothy R. Price (Director)		Chairman of Brookfield Funds, Brookfield Asset Management Inc. c/o Edper Financial Group 51 Yonge Street, Suite 400 Toronto, ON M5E 1J1		Canada
V. Prem Watsa (Chairman and Chief Executive Officer)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Vinodh Loganadham (Vice President, Administrative Services)		Vice President, Administrative Services, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
William Weldon (Director)		Independent Business Consultant, Florida, United States		United States

 

 

ANNEX F

 

DIRECTORS AND EXECUTIVE OFFICERS OF

FFHL GROUP LTD.

 

The following table sets forth certain information with respect to the directors and executive officers of FFHL Group Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Bradley P. Martin (Vice President and Secretary)		Vice President, Strategic Investments, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Eric P. Salsberg (Vice President and Director)		Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Jennifer Allen (Vice President and Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7		Canada
Peter Clarke (Vice President and Director)		Vice President and Chief Operating Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
V. Prem Watsa (President and Chief Executive Officer and Director)		Chairman and Chief Executive Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada

 

 

ANNEX G

 

DIRECTORS AND EXECUTIVE OFFICERS OF

FAIRFAX (US) INC.

 

The following table sets forth certain information with respect to the directors and executive officers of Fairfax (US) Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Eric P. Salsberg (Chairman, Vice President and Director)		Vice President, Corporate Affairs and Corporate Secretary, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Melody A. Spencer (Vice President, Treasurer and Director)		Vice President, Treasurer and Director, Fairfax (US) Inc. 2850 Lake Vista Drive, Ste. 150 Lewisville, Texas 75067		United States
Sonja Lundy (Director, President, Chief Executive Officer and Secretary)		Director, President, Chief Executive Officer and Secretary, Fairfax (US) Inc. 2850 Lake Vista Drive, Ste. 150 Lewisville, Texas 75067		United States

 

 

ANNEX H

 

DIRECTORS AND EXECUTIVE OFFICERS OF

RESOLUTION GROUP REINSURANCE (BARBADOS) LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Resolution Group Reinsurance (Barbados) Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alistair Dent (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United Kingdom
Deborah Irving (Vice President)		Executive Vice President, Chief Financial Officer Riverstone 250 Commercial St. Suite 5000 Manchester, NH 03101		United States
Janice Burke (Vice President and General Manager)		Vice President and General Manager, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United States
Jean Cloutier (President)		Vice President, International Operations, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario, M5J 2N7		Canada
Lisl Lewis (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados
Niall Tully (Vice President and Chief Financial Officer)		Vice President and Chief Financial Officer, ffh Management Services First Floor 25-28 Adelaide Road Dublin 2		Ireland
Nicholas C. Bentley (Director)		Chairman, Chief Executive Officer, President and Director, RiverStone Resources LLC 250 Commercial Street, Suite 5000 Manchester, New Hampshire 03101		United Kingdom

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Paul Mulvin (Vice President)		Vice President, ffh Management Services First Floor 25-28 Adelaide Road Dublin 2		Ireland
Paula Alleyne (Senior Manager, Treasury & Financial Reporting)		Senior Manager Treasury & Financial Reporting, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados
Ronald Schokking (Chairman)		Independent Business Consultant, Ontario, Canada		Canada
William P. Douglas (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados

 

 

 

 

ANNEX I

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ODYSSEY US HOLDINGS INC.

 

The following table sets forth certain information with respect to the directors and executive officers of Odyssey US Holdings Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Brian D. Young (Chairman of the Board of Directors, President and Chief Executive Officer)		President, Chief Executive Officer, and Director, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Elizabeth A. Sander (Executive Vice President and Chief Actuary)		Executive Vice President and Chief Actuary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Jan Christiansen (Executive Vice President, Chief Financial Officer, Controller and Director)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		Denmark

 

 

ANNEX J

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ODYSSEY GROUP HOLDINGS, INC.

 

The following table sets forth certain information with respect to the directors and executive officers of Odyssey Group Holdings, Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Andrew A. Barnard (Chairman of the Board)		President and Chief Operating Officer, Fairfax Insurance Group 100 William Street, 5th Floor New York, New York 10038		United States
Brandon W. Sweitzer (Director)		Dean, School of Risk Management, Insurance and Actuarial Science, St. John’s University 101 Murray Street, Suite 438 New York, New York 10007-2165		United States
Brian D. Young (President, Chief Executive Officer and Director)		President, Chief Executive Officer, and Director, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Elizabeth A. Sander (Executive Vice President and Chief Actuary)		Executive Vice President and Chief Actuary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Jan Christiansen (Executive Vice President and Chief Financial Officer)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		Denmark
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7		Canada
Peter Clarke (Director)		Vice President and Chief Operating Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Peter H. Lovell (Executive Vice President, General Counsel and Corporate Secretary)		Executive Vice President, General Counsel and Corporate Secretary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States

 

 

ANNEX K

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ODYSSEY REINSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Odyssey Reinsurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alane R. Carey (Executive Vice President)		Executive Vice President and Global Marketing Director, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		United States
Brian D. Quinn (Executive Vice President)		Executive Vice President, Odyssey Reinsurance Company 300 First Stamford Place, Stamford, Connecticut 06902		United States
Brian D. Young (Chairman, President and Chief Executive Officer)		President, Chief Executive Officer, and Director, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Carl A. Overy (Executive Vice President)		Chief Executive Officer, London Market Division, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom
Elizabeth A. Sander (Executive Vice President and Chief Actuary)		Executive Vice President and Chief Actuary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Isabelle Dubots-Lafitte (Executive Vice President)		Executive Vice President, Odyssey Reinsurance Company 14 Rue Du 4 Septembre 75002 Paris France		United States
Jan Christiansen (Executive Vice President and Director)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		Denmark
Joseph A. Guardo (Executive Vice President)		Executive Vice President, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		United States

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Lucien Pietropoli (Executive Vice President)		Chief Executive Officer, Asia Pacific, Odyssey Reinsurance Company 1 Finlayson Green #17-00 Singapore 049246		France
Peter H. Lovell (Executive Vice President, General Counsel and Corporate Secretary)		Executive Vice President, General Counsel and Corporate Secretary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Philippe Mallier (Executive Vice President)		Executive Vice President, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		France

 

 

ANNEX L

 

DIRECTORS AND EXECUTIVE OFFICERS OF

HUDSON INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Hudson Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alane R. Carey (Executive Vice President)		Executive Vice President and Global Marketing Director, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		United States
Christopher L. Gallagher (Chief Executive Officer, President, and Chairman of the Board of Directors)		Chief Executive Officer, President, and Chairman of the Board of Directors, Hudson Insurance Company 100 William St., 5th Floor New York, New York 10038		United States
Elizabeth A. Sander (Executive Vice President and Chief Actuary)		Executive Vice President and Chief Actuary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Jan Christiansen (Director and Executive Vice President)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		Denmark
Michael P. Cifone (Senior Vice President and Senior Operations Officer)		Senior Vice President and Senior Operations Officer, Hudson Insurance Company 100 William St., 5th Floor New York, New York 10038		United States

 

 

ANNEX M

 

DIRECTORS AND EXECUTIVE OFFICERS OF

GREYSTONE INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Greystone Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Christopher L. Gallagher (Chief Executive Officer, President, and Chairman of the Board of Directors)		Chief Executive Officer, President, and Chairman of the Board of Directors, Hudson Insurance Company 100 William St., 5th Floor New York, New York 10038		United States
Elizabeth A. Sander (Executive Vice President and Chief Actuary)		Executive Vice President and Chief Actuary, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		United States
Jan Christiansen (Director and Executive Vice President)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		Denmark

 

 

ANNEX N

 

DIRECTORS AND EXECUTIVE OFFICERS OF

CRUM & FORSTER HOLDINGS CORP.

 

The following table sets forth certain information with respect to the directors and executive officers of Crum & Forster Holdings Corp.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alejandro Morales (Director)		Senior Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962		United States
Andrew A. Barnard (Director)		President and Chief Operating Officer, Fairfax Insurance Group 100 William Street, 5th Floor New York, New York 10038		United States
Arleen A. Paladino (Executive Vice President, Chief Financial Officer, Treasurer and Director)		Executive Vice President, Chief Financial Officer and Treasurer, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962		United States
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Marc J. Adee (President, Chief Executive Officer, Chairman and Director)		President and Chief Executive Officer, Crum & Forster Holdings Corp. and various other insurance subsidiaries, 305 Madison Avenue Morristown, NJ 07962		United States
Michael P. McTigue (Secretary)		Senior Vice President, General Counsel and Secretary, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962		United States
Olivier Quesnel (Director)		Vice President and Chief Actuary, Fairfax Financial Holdings Limited, 95 Wellington Street West, Suite 800 Toronto ON  M5J 2N7		Canada
Peter Clarke (Director)		Vice President and Chief Operating Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada

 

 

ANNEX O

 

DIRECTORS AND EXECUTIVE OFFICERS OF

UNITED STATES FIRE INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of United States Fire Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alejandro Morales (Director)		Senior Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962		United States
Arleen A. Paladino (Senior Vice President, Chief Financial Officer and Director)		Executive Vice President, Chief Financial Officer and Treasurer, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962		United States
Carmine Scaglione (Senior Vice President and Controller)		Senior Vice President and Controller, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962		United States
George R. French (Treasurer and Vice President)		Treasurer and Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962		United States
Marc J. Adee (President, Chief Executive Officer, Chairman and Director)		President and Chief Executive Officer, Crum & Forster Holdings Corp. and various other insurance subsidiaries, 305 Madison Avenue Morristown, NJ 07962		United States
Michael P. McTigue (Senior Vice President, General Counsel and Secretary)		Senior Vice President, General Counsel and Secretary, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962		United States

 

 

ANNEX P

 

DIRECTORS AND EXECUTIVE OFFICERS OF

THE NORTH RIVER INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of The North River Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alejandro Morales (Director)		Senior Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962		United States
Arleen A. Paladino (Senior Vice President, Chief Financial Officer and Director)		Executive Vice President, Chief Financial Officer and Treasurer, Crum & Forster Holdings Corp. 305 Madison Avenue Morristown, NJ 07962		United States
Carmine Scaglione (Senior Vice President and Controller)		Senior Vice President and Controller, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962		United States
George R. French (Treasurer and Vice President)		Treasurer and Vice President, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962		United States
Marc J. Adee (President, Chief Executive Officer, Chairman and Director)		President and Chief Executive Officer, Crum & Forster Holdings Corp. and various other insurance subsidiaries, 305 Madison Avenue Morristown, NJ 07962		United States
Michael P. McTigue (Senior Vice President, General Counsel and Secretary)		Senior Vice President, General Counsel and Secretary, United States Fire Insurance Company 305 Madison Avenue Morristown, NJ 07962		United States

 

 

ANNEX Q

 

DIRECTORS AND EXECUTIVE OFFICERS OF

CONNEMARA REINSURANCE COMPANY LTD.

 

The following table sets forth certain information with respect to the directors and executive officers of Connemara Reinsurance Company Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alistair Dent (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United Kingdom
Jean Cloutier (Director)		Vice President, International Operations, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario, M5J 2N7		Canada
Lisl Lewis (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados
Ronald Schokking (Director)		Independent Business Consultant, Ontario, Canada		Canada
William P. Douglas (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados

 

 

ANNEX R

 

DIRECTORS AND EXECUTIVE OFFICERS OF

NORTHBRIDGE FINANCIAL CORPORATION

 

The following table sets forth certain information with respect to the directors and executive officers of Northbridge Financial Corporation.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Christopher Harness (Chief Information Officer)		Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Craig Pinnock (Director and Chief Financial Officer)		Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Evan Di Bella (Senior Vice President, Claims)		Senior Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
George Halkiotis (President, Federated Insurance)		President, Federated Insurance, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Jean-Francois Béliveau (Executive Vice President, Québec)		Executive Vice President, Québec, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7		Canada
John Varnell (Director)		Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Lambert Morvan (Chief Operating Officer)		Chief Operating Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Lori McDougall (Chief People and Strategy Officer)		Chief People and Strategy Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Paul Gardner (Senior Vice President, Corporate Underwriting and Risk Services)		Senior Vice President, Corporate Underwriting and Risk Services, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Peter Clarke (Director)		Vice President and Chief Operating Officer, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Robert J. Gunn (Director and Chairman of the Board)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Sarah Bhanji (Chief Actuary)		Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Silvy Wright (President, Chief Executive Officer and Director)		President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada

 

 

ANNEX S

 

DIRECTORS AND EXECUTIVE OFFICERS OF

FEDERATED INSURANCE COMPANY OF CANADA

 

The following table sets forth certain information with respect to the directors and executive officers of Federated Insurance Company of Canada.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Bryan S. Smith (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Christopher Harness (Chief Information Officer)		Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Craig Pinnock (Director and Chief Financial Officer)		Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Evan Di Bella (Senior Vice President, Claims)		Senior Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
George Halkiotis (President, Federated Insurance)		President, Federated Insurance, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7		Canada
John Varnell (Director)		Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Lambert Morvan (Chief Operating Officer)		Chief Operating Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Lori McDougall (Chief People and Strategy Officer)		Chief People and Strategy Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Robert J. Gunn (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Robert S. Weiss (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Sarah Bhanji (Chief Actuary)		Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Silvy Wright (Chief Executive Officer and Director)		President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Paul Gardner (Senior Vice President, Corporate Underwriting and Risk Services)		Senior Vice President, Corporate Underwriting and Risk Services, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada

 

 

ANNEX T

 

DIRECTORS AND EXECUTIVE OFFICERS OF

NORTHBRIDGE GENERAL INSURANCE CORPORATION

 

The following table sets forth certain information with respect to the directors and executive officers of Northbridge General Insurance Corporation.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Bryan S. Smith (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Christopher Harness (Chief Information Officer)		Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Craig Pinnock (Director and Chief Financial Officer)		Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Evan Di Bella (Senior Vice President, Claims)		Senior Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Jean-Francois Béliveau (Executive Vice President, Québec)		Executive Vice President, Québec, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7		Canada
John Varnell (Director)		Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Lambert Morvan (Chief Operating Officer)		Chief Operating Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Lori McDougall (Chief People and Strategy Officer)		Chief People and Strategy Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Paul Gardner (Senior Vice President, Corporate Underwriting and Risk Services)		Senior Vice President, Corporate Underwriting and Risk Services, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Robert J. Gunn (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Robert S. Weiss (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Sarah Bhanji (Chief Actuary)		Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Silvy Wright (President, Chief Executive Officer and Director)		President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada

 

 

ANNEX U

 

DIRECTORS AND EXECUTIVE OFFICERS OF

VERASSURE INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Verassure Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Bryan S. Smith (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Christopher Harness (Chief Information Officer)		Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Craig Pinnock (Director and Chief Financial Officer)		Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Evan Di Bella (Senior Vice President, Claims)		Senior Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Jean-Francois Béliveau (Executive Vice President, Québec)		Executive Vice President, Québec, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7		Canada
John Varnell (Director)		Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Lambert Morvan (Chief Operating Officer)		Chief Operating Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Lori McDougall (Chief People and Strategy Officer)		Chief People and Strategy Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Paul Gardner (Senior Vice President, Corporate Underwriting and Risk Services)		Senior Vice President, Corporate Underwriting and Risk Services, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Robert J. Gunn (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Robert S. Weiss (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Sarah Bhanji (Chief Actuary)		Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Silvy Wright (President, Chief Executive Officer and Director)		President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada

 

 

ANNEX V

 

DIRECTORS AND EXECUTIVE OFFICERS OF

ZENITH INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Zenith Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Bryan S. Smith (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Christopher Harness (Chief Information Officer)		Chief Information Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Craig Pinnock (Director and Chief Financial Officer)		Chief Financial Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Evan Di Bella (Senior Vice President, Claims)		Senior Vice President, Claims, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Jean-Francois Béliveau (Executive Vice President, Québec)		Executive Vice President, Québec, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Jennifer Allen (Director)		Vice President and Chief Financial Officer, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7		Canada
John Varnell (Director)		Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Lambert Morvan (Chief Operating Officer)		Chief Operating Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Lori McDougall (Chief People and Strategy Officer)		Chief People and Strategy Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada

 

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Paul Gardner (Senior Vice President, Ontario & Atlantic Canada)		Senior Vice President, Corporate Underwriting and Risk Services, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Robert J. Gunn (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Robert S. Weiss (Director)		Independent Business Consultant and Corporate Director, Toronto, Ontario, Canada		Canada
Sarah Bhanji (Chief Actuary)		Chief Actuary, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada
Silvy Wright (President, Chief Executive Officer and Director)		President and Chief Executive Officer, Northbridge Financial Corporation 105 Adelaide Street West, 7th Floor Toronto, Ontario M5H 1P9		Canada

 

 

 

ANNEX W

DIRECTORS AND EXECUTIVE OFFICERS OF

CRC REINSURANCE LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of CRC Reinsurance Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alistair Dent (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United Kingdom
Janice Burke (Vice President and General Manager)		Vice President and General Manager, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		United States
Jean Cloutier (Director)		Vice President, International Operations, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario, M5J 2N7		Canada
Lisl Lewis (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados
Niall Tully (Vice President and Chief Financial Officer)		Vice President and Chief Financial Officer, ffh Management Services First Floor 25-28 Adelaide Road Dublin 2		Ireland
Paul Mulvin (Vice President)		Vice President, ffh Management Services First Floor 25-28 Adelaide Road Dublin 2		Ireland
Paula Alleyne (Senior Manager, Treasury & Financial Reporting)		Senior Manager Treasury & Financial Reporting, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados
Ronald Schokking (Chairman)		Independent Business Consultant, Ontario, Canada		Canada
Sammy S.Y. Chan (Vice President)		Vice President, Fairfax Asia Limited Room 4111, 41st Floor Hopewell Centre, No. 183 Queen’s Road East, Wanchai,		Hong Kong
William P. Douglas (Director)		Director, Wentworth Insurance Company Ltd. Pine Commercial Centre #12 Pine Commercial The Pine, St. Michael		Barbados

 

 

ANNEX X

DIRECTORS AND EXECUTIVE OFFICERS OF

1102952 B.C. UNLIMITED LIABILITY COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of 1102952 B.C. Unlimited Liability Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
John Varnell (Director)		Vice President, Corporate Development, Fairfax Financial Holdings Limited 95 Wellington Street West, Suite 800 Toronto, Ontario M5J 2N7		Canada

 

 

ANNEX Y

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company Holdings, Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Graham Collis (Director)		Retired		Bermuda
Jean Cloutier (Director)		Vice President, International Operations, Fairfax Financial Holdings Limited 95 Wellington Street West Suite 800 Toronto, Ontario M5J 2N7		Canada
Ken Miner (Director)		EVP & Global Head, Capital Markets, OMERS Administration Corporation Royal Bank Plaza, North Tower 200 Bay Street, Suite 2300, PO Box 92 Toronto, Ontario M5J 2J2		Canada
Louis Iglesias (Chairman of the Board of Directors, President & Chief Executive Officer)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Michael McCrimmon (Director and Vice Chairman)		Director and Vice Chairman, Allied World Assurance Company Holdings I, Ltd 27 Richmond Road Pembroke HM 08 Bermuda		Canada
Scott Hunter (Director)		Retired		Bermuda

  

 

ANNEX Z

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company Holdings I, Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Colm Singleton (Head of Bermuda Office; Executive Vice President, Head of Bermuda and Global Markets Claims Group)		Head of Bermuda Office; Executive Vice President, Head of Bermuda and Global Markets Claims Group, Allied World Assurance Company Holdings I, Ltd 27 Richmond Road Pembroke HM 08 Bermuda		Bermuda
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Michael McCrimmon (Director and Vice Chairman)		Director and Vice Chairman, Allied World Assurance Company Holdings I, Ltd 27 Richmond Road Pembroke HM 08 Bermuda		Canada
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States

 

 

ANNEX AA

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE COMPANY, LTD

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Company, Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Colm Singleton (Head of Bermuda Office; Executive Vice President, Head of Bermuda and Global Markets Claims Group)		Head of Bermuda Office; Executive Vice President, Head of Bermuda and Global Markets Claims Group, Allied World Assurance Company Holdings I, Ltd 27 Richmond Road Pembroke HM 08 Bermuda		Bermuda
John Bender (Director)		CEO, Global Reinsurance, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Michael McCrimmon (Director and Vice Chairman)		Director and Vice Chairman, Allied World Assurance Company Holdings I, Ltd 27 Richmond Road Pembroke HM 08 Bermuda		Canada
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States

  

 

ANNEX BB

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE HOLDINGS (IRELAND) LTD

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Holdings (Ireland) Ltd.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Jim O’Mahoney (Director)		Retired		Ireland
Lee Dwyer (Director and President)		Director and President, Allied World Assurance Holdings (Ireland) Ltd 3rd Floor, Georges Quay Plaza Georges Quay Dublin 2		United Kingdom
Sean Hehir (Director)		Retired		Ireland
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States

 

 

ANNEX CC

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD ASSURANCE HOLDINGS (U.S.) INC.

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Assurance Holdings (U.S.) Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
John Bender (Director and CEO, Global Reinsurance)		CEO, Global Reinsurance, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Louis Iglesias (Director and President & Chief Executive Officer)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Wesley Dupont (Director and Chief Operating Officer)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States

 

 

ANNEX DD

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Christian Gravier (President, North America Professional Lines)		President, North America Professional Lines, Allied World Insurance Company 199 Water Street, 26th Floor New York, NY 10038		United States
John Bender (Director)		CEO, Global Reinsurance, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Joseph Cellura (President, North America Casualty)		President, North America Casualty, Allied World Insurance Company 199 Water Street, 26th Floor New York, NY 10038		United States
Kevin Marine (President & Chief Underwriting Officer, Global Reinsurance)		President & Chief Underwriting Officer, Global Reinsurance, Allied World Insurance Company 199 Water Street, 26th Floor New York, NY 10038		United States
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Robert Bowden (Executive Vice President, Global Insurance)		Executive Vice President, Global Insurance, Allied World Insurance Company 550 Hope Street, Suite 1825 Los Angeles, CA 90071		United States
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States

 

   

ANNEX EE

DIRECTORS AND EXECUTIVE OFFICERS OF

AW UNDERWRITERS INC.

 

The following table sets forth certain information with respect to the directors and executive officers of AW Underwriters Inc.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Christian Gravier (President, North America Professional Lines)		President, North America Professional Lines, Allied World Insurance Company 199 Water Street, 26th Floor New York, NY 10038		United States
John Bender (Director)		CEO, Global Reinsurance, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Joseph Cellura (President, North America Casualty)		President, North America Casualty, Allied World Insurance Company 199 Water Street, 26th Floor New York, NY 10038		United States
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Robert Bowden (Executive Vice President, Global Insurance)		Executive Vice President, Global Insurance, Allied World Insurance Company 550 Hope Street, Suite 1825 Los Angeles, CA 90071		United States
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States

 

 

 

ANNEX FF

DIRECTORS AND EXECUTIVE OFFICERS OF

ALLIED WORLD SPECIALTY INSURANCE COMPANY

 

The following table sets forth certain information with respect to the directors and executive officers of Allied World Specialty Insurance Company.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Christian Gravier (President, North America Professional Lines)		President, North America Professional Lines, Allied World Insurance Company 199 Water Street, 26th Floor New York, NY 10038		United States
John Bender (Director)		CEO, Global Reinsurance, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Joseph Cellura (President, North America Casualty)		President, North America Casualty, Allied World Insurance Company 199 Water Street, 26th Floor New York, NY 10038		United States
Louis Iglesias (Director)		Chairman of the Board of Directors, President & Chief Executive Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States
Robert Bowden (Executive Vice President, Global Insurance)		Executive Vice President, Global Insurance, Allied World Insurance Company 550 Hope Street, Suite 1825 Los Angeles, CA 90071		United States
Wesley Dupont (Director)		Chief Operating Officer, Allied World Assurance Company Holdings, Ltd 199 Water Street, 26th Floor New York, NY 10038		United States

 

 

ANNEX GG

DIRECTORS AND EXECUTIVE OFFICERS OF

NEWLINE HOLDINGS UK LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Newline Holdings UK Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alane R. Carey (Director and Chairman of the Board of Directors)		Executive Vice President and Global Marketing Director, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		United States
Jan Christiansen (Director)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		Denmark
Robert B. Kastner (Director)		Head of Claims, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom

 

 

ANNEX HH

DIRECTORS AND EXECUTIVE OFFICERS OF

NEWLINE CORPORATE NAME LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Newline Corporate Name Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alane R. Carey (Non-Executive Director and Chairman of the Board of Directors)		Executive Vice President and Global Marketing Director, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		United States
Henry J. L. Withinshaw (Director and Company Secretary)		Chief Operating Officer, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom
Jan Christiansen (Director)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		Denmark
Robert B. Kastner (Director)		Head of Claims, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom

 

 

ANNEX II

DIRECTORS AND EXECUTIVE OFFICERS OF

NEWLINE INSURANCE COMPANY LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Newline Insurance Company Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alane R. Carey (Non-Executive Director and Chairman of the Board of Directors)		Executive Vice President and Global Marketing Director, Odyssey Reinsurance Company 300 First Stamford Place Stamford, Connecticut 06902		United States
Carl A. Overy (Director)		Chief Executive Officer, London Market Division, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom
Henry J. L. Withinshaw (Director and Company Secretary)		Chief Operating Officer, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom
Jan Christiansen (Non-Executive Director)		Executive Vice President and Chief Financial Officer, Odyssey Group Holdings, Inc. 300 First Stamford Place Stamford, Connecticut 06902		Denmark
Matthew Scales (Independent Non-Executive Director)		Independent Non-Executive Director, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom
Michael G. Wacek (Non-Executive Director and Chairman of the Board of Directors)		Chairman of the Board of Directors, Newline Insurance Company Limited 300 First Stamford Place Stamford, Connecticut 06902		United States
Neil D. Duncan (Director)		Chief Actuary and Chief Risk Officer, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom

 

 

Name		Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other OrganizatPresention in which such employment is conducted		Citizenship
Robert B. Kastner (Director)		Head of Claims, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom
Rosemary F. Beaver (Independent Non-Executive Director)		Independent Non-Executive Director, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom
Sonny Kapur (Director)		Chief Financial Officer, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom
William E. Beveridge (Director)		Chief Underwriting Officer, Newline Underwriting Management Limited Corn Exchange 55 Mark Lane London EC3R 7NE England		United Kingdom

 

 

ANNEX JJ

DIRECTORS AND EXECUTIVE OFFICERS OF

BRIT LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Brit Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Andrea Welsch (Director)		Independent Non-Executive Director, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom
Andrew A. Barnard (Director)		President and Chief Operating Officer, Fairfax Insurance Group 100 William Street, 5th Floor New York, New York 10038		United States
Gavin Wilkinson (Director)		Chief Financial Officer, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom
Gordon Campbell (Director)		Senior Independent Non-Executive Director, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		Canada
Mark Allan (Executive Director)		Executive Director, Brit Limited and Ki CEO, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom
Matthew Wilson (Group Chief Executive Officer and Director)		Group Chief Executive Officer and Director, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom

 

 

ANNEX KK

DIRECTORS AND EXECUTIVE OFFICERS OF

BRIT INSURANCE HOLDINGS LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Brit Insurance Holdings Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Antony Usher (Director)		Group Financial Controller, Brit Insurance Holdings Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom
Christopher Denton (Director)		Group Head of ILS and Capital Management and Chief Underwriting Officer, Brit Reinsurance (Bermuda) Limited Chesney House, The Waterfront, 96 Pitts Bay Road,		United Kingdom
Mark Allan (Director)		Executive Director, Brit Limited and Ki CEO, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom
Stuart Dawes (Director)		Head of Group Financial Performance, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom

 

 

ANNEX LL

DIRECTORS AND EXECUTIVE OFFICERS OF

BRIT UW LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Brit UW Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Antony Usher (Director)		Group Financial Controller, Brit Insurance Holdings Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom
Mark Allan (Director)		Executive Director, Brit Limited and Ki CEO, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom
Matthew Wilson (Group Chief Executive Officer and Director)		Group Chief Executive Officer and Director, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom
Stuart Dawes (Director)		Head of Group Financial Performance, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom

 

 

ANNEX MM

DIRECTORS AND EXECUTIVE OFFICERS OF

BRIT REINSURANCE (BERMUDA) LIMITED

 

The following table sets forth certain information with respect to the directors and executive officers of Brit Reinsurance (Bermuda) Limited.

 

Name		Present Principal Occupation or Employment and the Name, Principal Business and Address of any Corporation or other Organization in which such employment is conducted		Citizenship
Alan Waring (Director)		Independent Non-Executive Director, Brit Reinsurance (Bermuda) Limited Chesney House, The Waterfront, 96 Pitts Bay Road,		Ireland
Christopher Denton (Director)		Group Head of ILS and Capital Management and Chief Underwriting Officer, Brit Reinsurance (Bermuda) Limited Chesney House, The Waterfront, 96 Pitts Bay Road,		United Kingdom
Graham Pewter (Director)		Independent Non-Executive Director, Brit Reinsurance (Bermuda) Limited Chesney House, The Waterfront, 96 Pitts Bay Road,		United Kingdom
Jay Nichols (Director)		Independent Non-Executive Director, Brit Reinsurance (Bermuda) Limited Chesney House, The Waterfront, 96 Pitts Bay Road,		United States
Karl Grieves (Director)		Finance and Operations Director, Brit Reinsurance (Bermuda) Limited Chesney House, The Waterfront, 96 Pitts Bay Road,		United Kingdom
Mark Allan (Non-Executive Director)		Executive Director, Brit Limited and Ki CEO, Brit Limited The Leadenhall Building, 122 Leadenhall Street London EC3V 4AB		United Kingdom

 

 

Exhibit Index

 

Exhibit No.		Description
Ex. 10.1:		Joint filing agreement dated as of August 25, 2021 among V. Prem Watsa, The Second 810 Holdco Ltd., The Second 1109 Holdco Ltd., The Sixty Two Investment Company Limited, 12002574 Canada Inc., Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (US) Inc., Resolution Group Reinsurance (Barbados) Limited, Odyssey US Holdings Inc., Odyssey Group Holdings, Inc., Odyssey Reinsurance Company, Hudson Insurance Company, Greystone Insurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company, The North River Insurance Company, Connemara Reinsurance Company Ltd., Northbridge Financial Corporation, Federated Insurance Company of Canada, Northbridge General Insurance Corporation, Verassure Insurance Company, Zenith Insurance Company, CRC Reinsurance Limited, 1102952 B.C. Unlimited Liability Company, Allied World Assurance Company Holdings, Ltd, Allied World Assurance Company Holdings I, 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, Newline Holdings UK Limited, Newline Corporate Name Limited, Newline Insurance Company Limited, Brit Limited, Brit Insurance Holdings Limited, Brit UW Limited and Brit Reinsurance (Bermuda) Limited.
Ex. 13:		Power of attorney, dated March 9, 2020 (incorporated by reference to Exhibit 8 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on March 9, 2020)
Ex. 14:		Form of Asset Value Loan Note Agreement among Fairfax Financial Holdings Limited, as Promisor and applicable Riverstone Europe Company, as Payee and Hamblin Watsa Investment Counsel Ltd., as HWIC.
Ex. 15:		Power of attorney, dated April 27, 2021 (incorporated by reference to Exhibit 4 to the Schedule 13D filed by certain of the Reporting Persons with the SEC on June 14, 2021)