Filing Details

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Item 3. Source and Amount of Funds or Other Consideration

 

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

 

Effective July 31, 2015, in accordance with the Agreement and Plan of Merger, dated as of March 31, 2015, among Montpelier, Endurance and Millhill Holdings Ltd., a direct, wholly-owned subsidiary of Endurance (“Montpelier Merger Sub”) (the “Montpelier Merger Agreement”), Montpelier was merged with and into Montpelier Merger Sub with Montpelier Merger Sub continuing as the surviving company, as a result of which Endurance became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier (the “First Montpelier Merger”).  Upon completion of the First Montpelier Merger, each share of common stock, 1/6 cent par value per share, of Montpelier issued and outstanding immediately prior to the effective time of the First Montpelier Merger was converted into the right to receive 0.472 of an ordinary share, par value $1.00 per share, of Endurance and cash in lieu of any fractional share to which the holder was entitled (the “Montpelier Merger Consideration”).  In addition, pursuant to the terms and conditions of the Montpelier Merger Agreement and prior to the effective time of the First Montpelier Merger, Montpelier paid a special dividend of $9.89 per Montpelier common share to the holders of record of issued and outstanding Montpelier common shares as of July 30, 2015, the record date for such special dividend.  Immediately following the First Montpelier Merger, Montpelier Merger Sub merged with and into Endurance pursuant to a merger agreement, dated as of July 31, 2015, by and between Endurance and Montpelier Merger Sub (the “Second Montpelier Merger”).  As a result of the Second Montpelier Merger, Endurance became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier.

 

Effective December 29, 2015, Montpelier Re merged with and into Endurance Bermuda with Endurance Bermuda continuing as the surviving company (the “Montpelier Re Merger”).  As a result of the Montpelier Re Merger, Endurance Bermuda became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier Re.

 

Effective March 28, 2017, in accordance with the Agreement and Plan of Merger, dated as of October 5, 2016, among Endurance, Sompo and Endurance Merger Sub (the “Endurance Merger Agreement”), Endurance Merger Sub merged with and into Endurance, with Endurance surviving the Endurance Merger as a direct, wholly-owned subsidiary of SJNI and an indirect, wholly owned subsidiary of Sompo (the “Endurance Merger”).  As a result of the Endurance Merger, Sompo and SJNI became beneficial owners of the reported shares of the Issuer formerly beneficially owned by Endurance.

 

Item 4. Purpose of Transaction

 

Item 4 of the Original 13D is hereby deleted in its entirety and replaced with the following:

 

On July 31, 2015, Montpelier and Montpelier Merger Sub consummated the First Montpelier Merger in accordance with the Montpelier Merger Agreement.  As a result of the First Montpelier Merger, Montpelier ceased to exist as a separate entity and each outstanding common share of Montpelier was cancelled and converted into the right to receive the Montpelier Merger Consideration.  Immediately following the First Montpelier Merger, Endurance and Montpelier Merger Sub consummated the Second Montpelier Merger resulting in Endurance becoming the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier.

 

On December 29, 2015, Montpelier Re and Endurance Bermuda consummated the Montpelier Re Merger.  As a result of the Montpelier Re Merger, Montpelier Re ceased to exist as a separate entity, resulting in Endurance Bermuda becoming the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier Re.

 

On March 28, 2017, Endurance and Volcano consummated the Endurance Merger in accordance with the Endurance Merger Agreement.  As a result of the Endurance Merger, Sompo and SJNI also became the beneficial owners of the reported shares of the Issuer formerly beneficially owned by Endurance.

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

 

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

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	Sompo Holdings, Inc.
	By:	/s/ Shigeru Ehara
	Name:	Shigeru Ehara
	Title:	Representative Director,
		Senior Managing Executive Officer
	Sompo Japan Nipponkoa Insurance Inc.
	By:	/s/ Shigeru Ehara
	Name:	Shigeru Ehara
	Title:	Director,
		Senior Managing Executive Officer
	Endurance Specialty Holdings Ltd.
	By:	/s/ John V. Del Col
	Name:	John V. Del Col
	Title:	General Counsel & Secretary
	Endurance Specialty Insurance Ltd.
	By:	/s/ John V. Del Col
	Name:	John V. Del Col
	Title:	General Counsel & Secretary

Annex A

 

DIRECTORS AND EXECUTIVE OFFICERS OF SOMPO JAPAN NIPPONKOA INC.

 

 

 

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