0001104659-13-081119.txt : 20131105 0001104659-13-081119.hdr.sgml : 20131105 20131105152205 ACCESSION NUMBER: 0001104659-13-081119 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131105 FILED AS OF DATE: 20131105 DATE AS OF CHANGE: 20131105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Essent Group Ltd. CENTRAL INDEX KEY: 0001448893 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 980673656 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 61 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 877-673-8190 MAIL ADDRESS: STREET 1: 61 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: Essent group Ltd. DATE OF NAME CHANGE: 20081028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Essent Intermediate, L.P. CENTRAL INDEX KEY: 0001590475 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36157 FILM NUMBER: 131192416 BUSINESS ADDRESS: STREET 1: 190 ELGIN AVENUE STREET 2: GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 212-847-4335 MAIL ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PBRA (CAYMAN) Co CENTRAL INDEX KEY: 0001583068 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36157 FILM NUMBER: 131192417 BUSINESS ADDRESS: STREET 1: C/O PINE BROOK ROAD STREET 2: 60 EAST 42ND STREET, 50TH FL CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 212-847-4333 MAIL ADDRESS: STREET 1: C/O PINE BROOK ROAD STREET 2: 60 EAST 42ND STREET, 50TH FL CITY: NEW YORK STATE: NY ZIP: 10165 4 1 a4.xml 4 X0306 4 2013-11-05 0 0001448893 Essent Group Ltd. ESNT 0001583068 PBRA (CAYMAN) Co C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK NY 10165 0 0 1 1 See Remarks 0001590475 Essent Intermediate, L.P. C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK NY 10165 0 0 1 1 See Remarks Common Shares, par value $0.015 2013-11-05 4 C 0 11563295 A 11563295 D Common Shares, par value $0.015 2013-11-05 4 C 0 15097726 A 15097726 I See footnotes Common Shares, par value $0.015 2013-11-05 4 P 0 500000 17.00 A 12063295 D Common Shares, par value $0.015 2013-11-05 4 P 0 500000 17.00 A 15597726 I See footnotes Class A Common Shares 2013-11-05 4 C 0 8398379 D Common Shares 11563295 0 D Class A Common Shares 2013-11-05 4 C 0 10954277 D Common Shares 15097726 0 I See footnotes This Form 4 is being filed on behalf of PRBA (Cayman) Company, a Cayman Islands exempted company ("PRBA") and Essent Intermediate, L.P., a Cayman Islands exempted limited partnership ("Essent Intermediate") (collectively, the "Reporting Persons"). PRBA is the general partner of Essent Intermediate and Pine Brook Essent Co-Invest, L.P., a Cayman Islands exempted limited partnership ("Essent Co-Invest" and, together with Essent Intermediate, the "PB Entities"). PBRA may be deemed to indirectly beneficially own shares held by the PB Entities and disclaims beneficial ownership of all such shares except to the extent of any indirect pecuniary interest therein. Essent Intermediate disclaims beneficial ownership of all shares reported herein except those reported as held directly by it. The Class A Common Shares automatically converted into Common Shares, par value $0.015 per share, after giving effect to the 2 for 3 share split, immediately prior to the consummation of the issuer's initial public offering. Represents Common Shares held directly by Essent Intermediate. Represents Common Shares held directly by Essent Intermediate and Essent Co-Invest. Essent Intermediate purchased in the issuer's initial public offering 500,000 Common Shares at the same price as the price to the public. Exhibit List: Exhibit 99.1 - Joint Filers' Information and Signatures Solely for purposes of Section 16 of the Exchange Act, the PB Entities, and PRBA by virtue of its control of the PB Entities, may be deemed to be directors-by-deputization by virtue of the PB Entities' contractual right to designate a member of the board of directors of the issuer. William Spiegel and Robert Glanville, each a director of PRBA, are members of the issuer's board of directors. PBRA (Cayman) Company By: /s/ Joseph Gantz Name: Joseph Gantz Title: Director 2013-11-05 EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99

Exhibit 99.1

 

Designated Filer:

PBRA (CAYMAN) COMPANY

Issuer & Ticker Symbol:

Essent Group Ltd. [ESNT]

Date of Event Requiring Statement: November 5, 2013

 

 

Joint Filer Information and Signatures

Joint Filers:

 

 

 

1. Name:

Essent Intermediate, L.P.

Address:

c/o Pine Brook Road Partners LLC, 60 East 42nd Street, 50th Floor, New York, NY 10165

 

 

 

ESSENT INTERMEDIATE, L.P.

 

 

 

By: PRBA (Cayman) Company, its general partner

 

 

 

 

 

By:

/s/ Joseph Gantz

 

November 5, 2013

 

Name:

Joseph Gantz

 

Date

 

Title:

Director