0000899243-15-002277.txt : 20150804 0000899243-15-002277.hdr.sgml : 20150804 20150804194955 ACCESSION NUMBER: 0000899243-15-002277 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150731 FILED AS OF DATE: 20150804 DATE AS OF CHANGE: 20150804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MONTPELIER RE HOLDINGS LTD CENTRAL INDEX KEY: 0001165880 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980428969 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: MONTPELIER HOUSE STREET 2: 94 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 BUSINESS PHONE: 441 296 5550 MAIL ADDRESS: STREET 1: MONTPELIER HOUSE STREET 2: 94 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHARLESBANK COINVESTMENT PARTNERS LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0001273276 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31468 FILM NUMBER: 151027098 MAIL ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS LLC STREET 2: 600 ATLANTIC AVE 26TH FL CITY: BOSTON STATE: MA ZIP: 02210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CB Parallel Fund VII, Limited Partnership CENTRAL INDEX KEY: 0001468743 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31468 FILM NUMBER: 151027099 BUSINESS ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-619-5466 MAIL ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charlesbank Equity Fund VII GP, Limited Partnership CENTRAL INDEX KEY: 0001531398 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31468 FILM NUMBER: 151027101 BUSINESS ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617.619.5400 MAIL ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charlesbank Equity Fund VII, Limited Partnership CENTRAL INDEX KEY: 0001466186 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31468 FILM NUMBER: 151027102 BUSINESS ADDRESS: STREET 1: CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-619-5466 MAIL ADDRESS: STREET 1: CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CB Offshore Equity Fund VII GP, LLC CENTRAL INDEX KEY: 0001531397 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31468 FILM NUMBER: 151027095 BUSINESS ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617.619.5400 MAIL ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CB Offshore Equity Fund VII, L.P. CENTRAL INDEX KEY: 0001466185 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31468 FILM NUMBER: 151027100 BUSINESS ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-619-5466 MAIL ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Charlesbank Equity Coinvestment Fund VII, Limited Partnership CENTRAL INDEX KEY: 0001466184 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31468 FILM NUMBER: 151027096 BUSINESS ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-619-5466 MAIL ADDRESS: STREET 1: C/O CHARLESBANK CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON STREET, 54TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHARLESBANK CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001065319 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31468 FILM NUMBER: 151027097 BUSINESS ADDRESS: STREET 1: 600 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6176195400 MAIL ADDRESS: STREET 1: 600 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02210 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-07-31 1 0001165880 MONTPELIER RE HOLDINGS LTD MRH 0001466186 Charlesbank Equity Fund VII, Limited Partnership C/O CHARLESBANK CAPITAL PARTNERS LLC, 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 1 0 1 0 0001531398 Charlesbank Equity Fund VII GP, Limited Partnership C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 1 0 1 0 0001466185 CB Offshore Equity Fund VII, L.P. C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 1 0 1 0 0001468743 CB Parallel Fund VII, Limited Partnership C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR BOSTON, MA 02116 1 0 1 0 0001273276 CHARLESBANK COINVESTMENT PARTNERS LIMITED PARTNERSHIP C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 1 0 1 0 0001065319 CHARLESBANK CAPITAL PARTNERS LLC C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 1 0 1 0 0001466184 Charlesbank Equity Coinvestment Fund VII, Limited Partnership C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 1 0 1 0 0001531397 CB Offshore Equity Fund VII GP, LLC C/O CHARLESBANK CAPITAL PARTNERS, LLC 200 CLARENDON STREET, 54TH FLOOR BOSTON MA 02116 1 0 1 0 Common Shares, par value 1/6 cent per share 2015-07-31 4 D 0 5762500 D 0 I See footnotes Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of March 31, 2015 (the "Merger Agreement"), among Endurance Specialty Holdings Ltd. ("Endurance"), Montpelier Re Holdings Ltd. ("Montpelier") and Millhill Holdings Ltd., a direct, wholly-owned subsidiary of Endurance ("Merger Sub"), whereby Montpelier merged with and into Merger Sub, with Merger Sub surviving the merger as a direct, wholly-owned subsidiary of Endurance (the "Merger"). (continued from footnote 1) At the effective time of the Merger (the "Merger Effective Time"), each common share, par value 1/6 cent per share, of Montpelier (each "Montpelier Share"), issued and outstanding immediately prior to the Merger Effective Time was cancelled and converted into the right to receive (i) a special dividend payable from Montpelier in the amount of $9.89 per share and (ii) 0.472 of an ordinary share, par value $1.00 per share, of Endurance ("Endurance Shares"), together with cash in lieu of fractional Endurance Shares as provided in the Merger Agreement. The market value of Endurance Shares received pursuant to the Merger Agreement is $32.80 per share, based on the trading price of Endurance Shares on July 31, 2015. Charlesbank Capital Partners, LLC ("Charlesbank") is the investment manager for each of Charlesbank Equity Fund VII, Limited Partnership ("CB VII"), CB Offshore Equity Fund VII, L.P. ("CB Offshore"), CB Parallel Fund VII, Limited Partnership ("CB Parallel"), Charlesbank Equity Coinvestment Fund VII, Limited Partnership ("CB Coinvest VII"), and Charlesbank Coinvestment Partners, Limited Partnership ("CB Coinvest" and, together with CB VII, CB Offshore, CB Parallel, and CB Coinvest VII, the "Funds") and is the general partner of Charlesbank Equity Fund VII GP, Limited Partnership ("CB VII GP") and CB Coinvest. CB VII GP is the general partner of CB VII, CB Parallel and CB Coinvest VII and the sole member of CB Offshore Equity Fund VII GP, LLC ("CB Offshore GP" and, together with the Funds, Charlesbank and CB VII GP, the "Charlesbank Entities"), which is the general partner of CB Offshore. (continued from footnote 3) The number of shares reported in column 4 includes 12,500 shares of Common Stock issued pursuant to restricted share units that have previously vested, including an award of restricted share units made on June 15, 2014 to Michael Eisenson, which were issued to the Funds upon vesting on June 15, 2015 pursuant to a contractual obligation of Michael R. Eisenson to assign any fees received for service as a director. Mr. Eisenson is a Managing Director and Chief Executive Officer of Charlesbank and serves as the representative of the Charlesbank Entities on the Issuer's board of directors. (Continued from footnote 4) CB VII GP disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in CB VII, CB Parallel and CB Coinvest VII and its membership interest in CB Offshore GP. CB Offshore GP disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in CB Offshore. Charlesbank disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in CB VII GP and CB Coinvest. /s/ Tami E. Nason, attorney-in-fact 2015-08-04