CUSIP No. 33830W106
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Page 2 of 17 pages
|
||||
1
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NAMES OF REPORTING PERSONS
XL Investments Ltd
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o
(b) x
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (See Instructions)
WC
|
||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|||
8
|
SHARED VOTING POWER
3,229,167
|
||||
9
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SOLE DISPOSITIVE POWER
-0-
|
||||
10
|
SHARED DISPOSITIVE POWER
3,229,167
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,229,167
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.70%
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||||
14
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TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 33830W106
|
Page 3 of 17 pages
|
||||
1
|
NAMES OF REPORTING PERSONS
XL Group Investments Ltd
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o
(b) x
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
-0-
|
|||
8
|
SHARED VOTING POWER
3,229,167
|
||||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||||
10
|
SHARED DISPOSITIVE POWER
3,229,167
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,229,167
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.70%
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
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CUSIP No. 33830W106
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Page 4 of 17 pages
|
||||
1
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NAMES OF REPORTING PERSONS
XL Insurance (Bermuda) Ltd
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o
(b) x
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||||
5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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
-0-
|
|||
8
|
SHARED VOTING POWER
3,237,342
|
||||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||||
10
|
SHARED DISPOSITIVE POWER
3,229,167
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,237,342
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.81%
|
||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
CUSIP No. 33830W106
|
Page 5 of 17 pages
|
||||
1
|
NAMES OF REPORTING PERSONS
XL Group Investments LLC
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o
(b) x
|
||||
3
|
SEC USE ONLY
|
||||
4
|
SOURCE OF FUNDS (See Instructions)
N/A
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) o
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
-0-
|
|||
8
|
SHARED VOTING POWER
3,237,342
|
||||
9
|
SOLE DISPOSITIVE POWER
-0-
|
||||
10
|
SHARED DISPOSITIVE POWER
3,229,167
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,237,342
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) o
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.81%
|
||||
14
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TYPE OF REPORTING PERSON (See Instructions)
OO
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Item 1.
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Security and Issuer.
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Item 2.
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Identity and Background.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 4.
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Purpose of Transaction.
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Item 5.
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Interest in Securities of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 7.
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Material to Be Filed as Exhibits.
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Exhibit 24.
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Limited Power of Attorney, dated as of April 4, 2013, executed by the Reporting Persons.
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Exhibit 99.1.
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Joint Filing Agreement, dated as of April 8, 2013, by and among XL Investments, XLGI Ltd, XL Insurance and XLGI LLC.
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Exhibit 99.2.
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Amended and Restated Registration Rights Agreement, dated as of December 18, 2012, by and among the Company, XL Investments, Oak Circle and certain other persons party thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-11, File No. 333-185570, as originally filed with the Securities and Exchange Commission on December 20, 2012 and as subsequently amended).
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Exhibit 99.3.
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Amended and Restated Letter Agreement, dated as of March 25, 2013, between the Company, XL Global, Oak Circle Capital Partners LLC, and the other persons party thereto (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-11, File No. 333-185570, as originally filed with the Securities and Exchange Commission on December 20, 2012 and as subsequently amended).
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Exhibit 99.4.
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Amended and Restated Letter Agreement, dated as of March 25, 2013, between the Company, XL Global, Oak Circle Capital Partners LLC, and the other persons party thereto.
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Exhibit 99.5.
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Form of Warrant as to the purchase by XL Investments of shares of Common Stock of the Company (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, File No. 333-185570, as originally filed with the Securities and Exchange Commission on December 20, 2012 and as subsequently amended).
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Exhibit 99.6.
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Letter Agreement, dated as of January 28, 2013, between XL Investments and the Company.
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Exhibit 99.7. |
Lock-Up Letter Agreement, dated as of March 12, 2013, between XL Investments, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC incorporated herein by reference to Exhibit 1.1 to the Company’s Registration Statement on Form S-11/A, File No. 333-185570, as originally filed with the Securities and Exchange Commission on January 22, 2013 and as subsequently amended).
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Dated: April 8, 2013
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XL INVESTMENTS LTD
|
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By:
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/s/ George Bumeder
George Bumeder as Authorized Person
|
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Dated: April 8, 2013
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XL GROUP INVESTMENTS LTD
|
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By:
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/s/ George Bumeder
George Bumeder as Authorized Person
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Dated: April 8, 2013
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XL INSURANCE (BERMUDA) LTD
|
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By:
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/s/ George Bumeder
George Bumeder as Authorized Person
|
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Dated: April 8, 2013
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XL GROUP INVESTMENTS LLC
|
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By:
|
/s/ George Bumeder
George Bumeder as Authorized Person
|
Name
|
Present Business Address
|
Present Principal Occupation
|
Directors:
|
||
Robert R. Glauber
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No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
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Lecturer, Harvard Kennedy School of Government
|
Ramani Ayer
|
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
|
Retired, former Chairman and
CEO of the Hartford Financial Services Group, Inc.
|
Dale Comey
|
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
|
Retired, former Executive Vice President, ITT Corporation
|
Herbert Haag (citizen of Switzerland)
|
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
|
Retired, former President and CEO, PartnerRe Ltd.
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Suzanne Labarge (citizen of Canada)
|
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
|
Retired, former Vice Chairman and
Chief Risk Officer, Royal Bank of Canada (RBC Financial Group
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Joseph Mauriello
|
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
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Retired, former Deputy Chairman and
Chief Operating Officer, KPMG LLP (United States)
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Michael McGavick
|
100 Washington Blvd.,
Stamford, CT 06902
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CEO, XL Group plc
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Eugene M. McQuade
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No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
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CEO, Citibank, N.A.
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Clayton S. Rose
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No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
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Professor of Management Practice,
Harvard Business School
|
John M. Vereker (citizen of United Kingdom)
|
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
|
Retired, former Governor and
Commander-in-Chief, Bermuda
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Executive Officers Not Otherwise Listed Above:
|
||
Susan L. Cross
|
100 Washington Blvd.,
Stamford, CT 06902
|
Executive Vice President and
Global Chief Actuary
|
Kirstin Gould
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
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Executive Vice President,
General Counsel and Secretary
|
Gregory S. Hendrick
|
100 Washington Blvd.,
Stamford, CT 06902
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Executive Vice President and
Chief Executive, Insurance Operations
|
Myron Hendry
|
100 Washington Blvd.,
Stamford, CT 06902
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Executive Vice President and
Chief Platform Officer
|
Peter R. Porrino
|
100 Washington Blvd.,
Stamford, CT 06902
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Executive Vice President and
Chief Financial Officer
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Jacob D. Rosengarten
|
100 Washington Blvd.,
Stamford, CT 06902
|
Executive Vice President and
Chief Enterprise Risk Officer
|
Sarah E. Street (citizen of United Kingdom)
|
1540 Broadway,
New York, NY 10036
|
Executive Vice President and
Chief Investment Officer
|
James Veghte
|
100 Washington Blvd.,
Stamford, CT 06902
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Executive Vice President and
Chief Executive, Reinsurance Operations
|
Eileen Whelley
|
100 Washington Blvd.,
Stamford, CT 06902
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Executive Vice President and
Chief Human Resources Officer
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Name
|
Present Business Address
|
Present Principal Occupation
|
Directors:
|
||
Stuart Clare
(citizen of Australia)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Senior Vice President and
Head of Investment Operations, XLGI Ltd
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Mary Hayward
(citizen of Bermuda)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Senior Vice President and
Head of Fixed Income, XLGI Ltd
|
C. Stanley Lee
(citizen of Bermuda)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Chief Financial Officer,
XL Insurance
|
Executive Officers Not Otherwise Listed Above:
|
||
None
|
Name
|
Present Business Address
|
Present Principal Occupation
|
Directors:
|
||
Stuart Clare
(citizen of Australia)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Senior Vice President and
Head of Investment Operations
|
Mary Hayward
(citizen of Bermuda)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Senior Vice President and
Head of Fixed Income
|
C. Stanley Lee
(citizen of Bermuda)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Chief Financial Officer,
XL Insurance
|
Sarah E. Street (citizen of United Kingdom)
|
1540 Broadway,
New York, NY 10036
|
Executive Vice President and
Chief Investment Officer, XL Group plc
|
Executive Officers Not Otherwise Listed Above:
|
||
None
|
Name
|
Present Business Address
|
Present Principal Occupation
|
Directors:
|
||
Kimberly Holmes
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Senior Vice President,
Strategic Analytics
|
Matthew Irvine (citizen of United Kingdom)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Chief Underwriting Officer
|
Fielding Norton
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Deputy Chief Enterprise Risk Officer,
XL Group plc
|
Simon Rich (citizen of United Kingdom)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Global Treasurer,
XL Group plc
|
Patrick D. Tannock (citizen of Bermuda)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
President
|
Executive Officers Not Otherwise Listed Above:
|
||
James Loder
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Chief Underwriting Officer,
Transactional and Complex Risk
|
Kim Wilkerson (citizen of Bermuda)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
General Counsel
|
Catherine Duffy (citizen of Bermuda)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Underwriting Manager
|
Carla Greaves (citizen of Bermuda)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Chief Excess Casualty Underwriter
|
Kevin Topple (citizen of United Kingdom)
|
One Bermudiana Road,
Hamilton, Bermuda HM 08
|
Regional Head of Claims - Bermuda
|
Name
|
Present Business Address
|
Present Principal Occupation
|
Managers:
|
||
Sarah E. Street (citizen of United Kingdom)
|
1540 Broadway,
New York, NY 10036
|
Executive Vice President and
Chief Investment Officer, XL Group plc
|
Thomas Burke
|
1540 Broadway,
New York, NY 10036
|
Executive Vice President,
Head of Alternatives
|
Executive Officers Not Otherwise Listed Above:
|
||
W. Steadman Watson, Jr.
|
1540 Broadway,
New York, NY 10036
|
Executive Vice President,
Global Head, Strategy and Analytics
|
Jeffrey Lobo
|
1540 Broadway,
New York, NY 10036
|
Senior Vice President,
Head of Investment Risk
|
David Czerniecki
|
1540 Broadway,
New York, NY 10036
|
Senior Vice President,
Senior Portfolio Manager
|
Matthew Murabito
|
1540 Broadway,
New York, NY 10036
|
General Counsel and Secretary
|
George Bumeder
|
1540 Broadway,
New York, NY 10036
|
Senior Vice President,
Investment Manager Business and Alternatives
|
JOINT FILING AGREEMENT
|
Dated: April 8, 2013
|
XL INVESTMENTS LTD
|
|
By:
|
/s/ George Bumeder
George Bumeder as Authorized Person
|
|
Dated: April 8, 2013
|
XL GROUP INVESTMENTS LTD
|
|
By:
|
/s/ George Bumeder
George Bumeder as Authorized Person
|
|
Dated: April 8, 2013
|
XL INSURANCE (BERMUDA) LTD
|
|
By:
|
/s/ George Bumeder
George Bumeder as Authorized Person
|
|
Dated: April 8, 2013
|
XL GROUP INVESTMENTS LLC
|
|
By:
|
/s/ George Bumeder
George Bumeder as Authorized Person
|
(1)
|
In the event that any Initial Member or any of its Family Members or any of their designees is awarded, granted, paid or otherwise receives, directly or indirectly,
|
|
any Direct Compensation (as defined below), such Initial Member shall take any and all actions required in order to transfer to XL Global, Inc. (or such Person as XL Global, Inc. shall have previously designated, in its sole and absolute discretion, in writing to such Initial Member), with immediate effect, for no additional consideration, all of such Initial Member’s or its Family Member’s or any of their designees, as applicable, right, title and interest in the percentage of such Direct Compensation equal to the amount of interest in the Manager held by all Class A-2 members at the time such compensation is granted; provided, that if any such Direct Compensation to be received by an Initial Member or any of its Family Members or any of their designees takes more than one form (for example, a cash grant coupled with options), XL Global, Inc. (or its designee) shall receive its portion of each such form. The Direct Compensation so transferred to XL Global, Inc. (or its designee) pursuant to this clause (1) shall be subject to the same terms and conditions (including vesting) as the Direct Compensation retained by the Initial Member or its Family Members or their designees, as applicable, and the Initial Member shall take all actions necessary to ensure that no additional restrictions apply to the Direct Compensation that is transferred to XL Global, Inc. (or its designee) and that any beneficial changes (for example, accelerated vesting) to the restrictions on the Direct Compensation retained by the Initial Member or its Family Members or any of their designees, as applicable, is similarly applied to the Direct Compensation that is transferred to XL Global, Inc. (or its designee).
|
(2)
|
With respect to any Indirect Compensation (as defined below), the Manager or its controlled affiliate, as applicable, shall transfer only the percentage of such Indirect Compensation equal to 100% minus the percentage interest in the Manager held by all Class A-2 Members at the time such compensation is granted that the Manager or its controlled affiliate, as applicable, has so determined to transfer, directly or indirectly, to such Initial Member or any of its Family Members or any of their designees and the remaining percentage of such Indirect Compensation shall be either, at the election of XL Global, Inc. (A) retained by the Manager or its controlled affiliate, as applicable (any such retained Indirect Compensation hereinafter referred to as, the “Specially Allocated Compensation”), and any allocations or distributions in respect of such Specially Allocated Compensation shall be specially allocated and distributed to XL Global, Inc. (or its designee) at such time as the Manager or its controlled affiliate, as applicable, is required to take such Specially Allocated Compensation into income (for example, upon the exercise of an option or the vesting of a share of stock), or (B) transferred to XL Global, Inc. (or its designee) at the same time as the Indirect Compensation is transferred to the Initial Member or any of its Family Members or any of their designees. The parties hereto agree that XL Global, Inc. (or its designee) shall have the sole and exclusive authority to direct the Manager or its controlled affiliate, as applicable, to take or refrain from taking any discretionary actions afforded to the Manager or such affiliate in respect of the related Specially Allocated Compensation (including, without limitation, the right to exercise any options or stock appreciation rights, the right to net exercise or engage in a broker assisted cashless exercise, etc.). The Manager shall take all actions necessary to ensure that any Specially Allocated Compensation and any amount transferred pursuant to clause (B) above are not subject to any restrictions beyond the restrictions that apply to
|
|
the Manager or its controlled affiliate, as applicable, in respect of such compensation (for example, vesting terms or transfer restrictions).
|
(3)
|
In the event that any Indirect Compensation (other than any Specially Allocated Compensation) reverts back to the Manager or its controlled affiliate, as applicable, because an Initial Member or any of its Family Members or any of their designees has not met the relevant vesting conditions, then XL Global, Inc. shall not be entitled to a share of such Indirect Compensation to the extent that the Manager or its controlled affiliate retains the Specially Allocated Compensation granted in connection with the direct or indirect transfer of the Indirect Compensation to the Initial Member or any of its Family Members or any of their designees.
|
(4)
|
For purposes of this Letter Agreement only, the following terms shall have the meaning set forth below:
|
a.
|
“Direct Compensation” means any amounts referred to in clause (i) of the second paragraph of this Letter Agreement. For the avoidance of doubt, Direct Compensation includes, without limitation, any awards granted pursuant to the Plan directly to an Initial Member or any Family Member of such Initial Member or any of their designees, which direct grants are not currently permitted pursuant to the terms of the Plan or the Plan Letter Agreement.
|
b.
|
“Family Member” means, with respect to any person, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such person, including adoptive relationships, any person sharing such person’s household (other than a tenant or employee), a trust in which any of such person together with the family member’s of such person have more than fifty percent (50%) of the beneficial interests, a foundation in which such person together with the family member’s of such person controls the management of assets, and any other entity in which such person together with the family member’s of such person owns more than fifty percent (50%) of the interests.
|
c.
|
“Indirect Compensation” means any amounts referred to in clause (ii) of the second paragraph of this Letter Agreement.
|
d.
|
“Initial Member” means each of David Carroll, Paul Chong, Darren Comisso, Thomas Flynn and David Oston.
|
(5)
|
For illustration purposes:
|
Very truly yours,
|
|
Five Oaks Investment Corp.
|
|
By: /s/ David Oston
|
|
Name: David Oston
|
|
Title: Chief Financial Officer
|
XL Investments Ltd
|
By: /s/ Stuart Clare
|
Name: Stuart Clare
|
Title: Senior Vice President and Director
|
XL Insurance (Bermuda) Ltd
|
||
By: /s/ Matthew G. Irvine
|
||
Name: Matthew G. Irvine
|
||
Title: Director
|
XL Investments Ltd
|
||
By: /s/ Kevin Hovi
|
||
Name: Kevin Hovi
|
||
Title: VP, Senior Investment Analyst
|
XL Group Investments Ltd
|
||
By: /s/ Samuel Tucker
|
||
Name: Samuel Tucker
|
||
Title: VP, Senior Investment Analyst
|
XL Group Investments LLC
|
||
By: /s/ Matthew Murabito
|
||
Name: Matthew Murabito
|
||
Title: Secretary
|