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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act of 1934
EXCO Resources, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
269279402
(CUSIP Number)
Paul Rivett
President
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
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario M5L 1E8
Telephone (416) 360-8484
May 31, 2017
(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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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. 269279402 |
13D |
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Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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o | ||||
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SEC Use Only | |||||
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Source of Funds | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person | |||||
* Based upon information provided in EXCOs Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 (the Form 10-Q), EXCO had 283,412,228 shares of Common Stock outstanding. All calculations of percentage ownership in this Schedule 13D are based on a total of 471,661,295 shares of Common Stock outstanding, which is the sum of (a) 283,412,228 shares of Common Stock as set forth in the Form 10-Q plus (b) 188,249,067 shares of Common Stock, representing all of the Fairfax Warrants deemed to be outstanding for the purpose of calculating percentage ownership.
CUSIP No. 269279402 |
13D |
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Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
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SEC Use Only | |||||
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Source of Funds | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Source of Funds | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Source of Funds | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
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SEC Use Only | |||||
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Source of Funds | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
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SEC Use Only | |||||
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Source of Funds | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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Source of Funds | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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Citizenship or Place of Organization | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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Source of Funds | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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6 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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Shared Voting Power | ||||||
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Sole Dispositive Power | ||||||
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Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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6 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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6 |
Citizenship or Place of Organization | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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6 |
Citizenship or Place of Organization | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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6 |
Citizenship or Place of Organization | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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6 |
Citizenship or Place of Organization | |||||
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Number of |
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Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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6 |
Citizenship or Place of Organization | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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6 |
Citizenship or Place of Organization | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
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2 |
Check the Appropriate Box if a Member of a Group | |||||
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(a) |
o | ||||
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(b) |
x | ||||
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3 |
SEC Use Only | |||||
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4 |
Source of Funds | |||||
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5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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6 |
Citizenship or Place of Organization | |||||
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Number of |
7 |
Sole Voting Power | |||||
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8 |
Shared Voting Power | ||||||
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9 |
Sole Dispositive Power | ||||||
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10 |
Shared Dispositive Power | ||||||
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11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
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13 |
Percent of Class Represented by Amount in Row (11) | |||||
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14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
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1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
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 | |||||
| |||||||
Number of |
7 |
Sole Voting Power | |||||
| |||||||
8 |
Shared Voting Power | ||||||
| |||||||
9 |
Sole Dispositive Power | ||||||
| |||||||
10 |
Shared Dispositive Power | ||||||
| |||||||
|
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
| |||||||
|
12 |
Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o | |||||
| |||||||
|
13 |
Percent of Class Represented by Amount in Row (11) | |||||
| |||||||
|
14 |
Type of Reporting Person | |||||
CUSIP No. 269279402 |
13D |
| |||||
| |||||||
|
1 |
Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) | |||||
| |||||||
|
2 |
Check the Appropriate Box if a Member of a Group | |||||
|
|
(a) |
o | ||||
|
|
(b) |
x | ||||
| |||||||
|
3 |
SEC Use Only | |||||
| |||||||
|
4 |
Source of Funds | |||||
| |||||||
|
5 |
Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e). o | |||||
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Shared Dispositive Power | ||||||
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Aggregate Amount Beneficially Owned by Each Reporting Person | |||||
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Percent of Class Represented by Amount in Row (11) | |||||
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Type of Reporting Person | |||||
Item 1. Security and Issuer.
The class of securities to which this statement relates is the Common Stock of EXCO Resources, Inc. (EXCO), par value $0.001 per share (the Common Stock). The address of the principal executive office of EXCO is 12377 Merit Drive, Suite 1700 LB 82, Dallas, Texas 75251.
Item 2. Identity and Background.
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. Watsas business address is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;
2. 1109519 Ontario Limited (1109519), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 1109519 is as an investment holding company. The principal business address and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;
3. The Sixty Two Investment Company Limited (Sixty Two), a corporation incorporated under the laws of British Columbia, is controlled by V. Prem Watsa. The principal business of Sixty Two is as an investment holding company. The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia V6C 3L3;
4. 810679 Ontario Limited (810679), a corporation incorporated under the laws of Ontario, is controlled by V. Prem Watsa. The principal business of 810679 is as an investment holding company. The principal business address and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;
5. Fairfax Financial Holdings Limited (Fairfax and, together with its subsidiaries, the Fairfax Group of Companies), a corporation incorporated under the laws of Canada, is controlled by V. Prem Watsa. Fairfax is a financial services holding company. The principal business address and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;
6. FFHL Group Ltd. (FFHL), a corporation incorporated under the laws of Canada, 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;
7. RiverStone Holdings Limited (RiverStone Holdings), a company incorporated under the laws of England and Wales, is a holding company. The principal business address and
principal office address of RiverStone Holdings is 161-163 Preston Road, Brighton, BN1 6AU, England;
8. RiverStone Insurance Limited (RiverStone), a company incorporated under the laws of England and Wales, is an insurance and reinsurance company. The principal business address and principal office address of RiverStone is 161-163 Preston Road, Brighton, BN1 6AU, England;
9. Fairfax (US) Inc. (Fairfax US), a corporation incorporated under the laws of Delaware, is a holding company. The principal business address and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;
10. Zenith National Insurance Corp. (ZNIC), a corporation incorporated under the laws of Delaware, is a holding company. The principal business and principal office address of ZNIC is 21255 Califa Street, Woodland Hills, California 91367-5021;
11. Zenith Insurance Company (U.S. entity) (Zenith US), a corporation incorporated under the laws of California, is a workers compensation insurance company. The principal business address and principal office address of Zenith US is 21255 Califa Street, Woodland Hills, California 91367-5021;
12. TIG Insurance Company (TIG), a corporation incorporated under the laws of California, is a property/casualty insurance company. The principal business and principal office address of TIG is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;
13. Odyssey US Holdings Inc. (Odyssey), a corporation incorporated under the laws of Delaware, is a holding company. The principal business and principal office address of Odyssey is 300 First Stamford Place, Stamford, Connecticut 06902;
14. Odyssey Re Holdings Corp. (Odyssey Re), a corporation incorporated under the laws of Delaware, is a holding company. The principal business and principal office address of Odyssey Re is 300 First Stamford Place, Stamford, Connecticut 06902;
15. Odyssey Reinsurance Company (Odyssey Reinsurance), a corporation incorporated under the laws of Connecticut, is a reinsurance company. The principal business address and principal office address of Odyssey Reinsurance is 300 First Stamford Place, Stamford, Connecticut 06902;
16. Clearwater Select Insurance Company (Clearwater Select), a corporation incorporated under the laws of Connecticut, is a reinsurance company. The principal business address and principal office address of Clearwater Select is 300 First Stamford Place, Stamford, Connecticut 06902;
17. Newline Holdings UK Limited (Newline UK), a company incorporated under the laws of England and Wales, is a holding company. The principal business address and
principal office address of Newline UK is Corn Exchange, 55 Mark Lane, London EC3R 7NE England;
18. Newline Corporate Name Limited (Newline), a company incorporated under the laws of England and Wales, is a corporate member of Lloyds (and the sole capital provider to Newline Syndicate 1218 at Lloyds). The principal business address and principal office address of Newline is Corn Exchange, 55 Mark Lane, London EC3R 7NE England;
19. Crum & Forster Holdings Corp. (Crum & Forster), a corporation incorporated under the laws of Delaware, is a holding company. The principal business and principal office address of Crum & Forster is 305 Madison Avenue, Morristown, New Jersey 07962;
20. United States Fire Insurance Company (US Fire), a corporation incorporated under the laws of Delaware, is a property/casualty insurance company. The principal business and principal office address of US Fire is 305 Madison Ave., Morristown, New Jersey 07962;
21. Advent Capital (Holdings) LTD. (Advent), a company incorporated under the laws of England and Wales, is a holding company. The principal business address and principal office address of Advent is 2 Minster Court, Mincing Lane, London EC3R 7BB, England;
22. Advent Capital (No. 3) Ltd (Advent No. 3), a company incorporated under the laws of England and Wales, is a corporate member of Lloyds. The principal business address and principal office address of Advent No. 3 is 2 Minster Court, Mincing Lane, London EC3R 7BB, England;
23. Northbridge Financial Corporation (NFC), a corporation incorporated under the laws of Canada, is a holding company. The principal business address and principal office address of NFC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario M5H 1P9;
24. Federated Insurance Company of Canada (Federated), a corporation incorporated under the laws of Canada, is a property/casualty insurance company. The principal business and principal office address of Federated is 255 Commerce Drive, PO Box 5800, Winnipeg MB R3C 3C9;
25. Northbridge General Insurance Corporation (Northbridge General), a corporation incorporated under the laws of Canada, is a property/casualty insurance company. The principal business address and principal office address of Northbridge General is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario M5H 1P9;
26. Northbridge Personal Insurance Corporation (Northbridge Personal), a corporation incorporated under the laws of Canada, is a property/casualty insurance company. The principal business address and principal office address of Northbridge Personal is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario M5H 1P9;
27. Zenith Insurance Company (Canadian entity) (Zenith Canada), a corporation incorporated under the laws of Canada, is a property/casualty insurance company. The principal business address and principal office address of Zenith Canada is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario M5H 1P9;
28. Brit Limited (Brit), a company incorporated under the laws of England and Wales, is a holding company. The principal business address and principal office address of Brit is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, England;
29. Brit Insurance Holdings Limited (Brit Holdings), a company incorporated under the laws of England and Wales, is a holding company. The principal business address and principal office address of Brit Holdings is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, England;
30. Brit Syndicates Limited (Brit Syndicates), a company incorporated under the laws of England and Wales, is a holding company. The principal business address and principal office address of Brit Syndicates is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, England;
31. Brit Insurance (Gibraltar) PCC Limited (Brit Gibraltar), a company incorporated under the laws of Gibraltar, is a reinsurance company. The principal business address and principal office address of Brit Gibraltar is Suite 3C, Eurolife Building, 1 Corral Road, Gibraltar;
32. Fairfax (Barbados) International Corp. (FBIC), a corporation established under the laws of Barbados, is an investment holding company. The principal business and principal office address of FBIC is Worthing Corporate Centre, Worthing, Christ Church, Barbados BB15008;
33. TIG Insurance (Barbados) Limited (TIG Barbados), a corporation established under the laws of Barbados, is a reinsurance company. The principal business and principal office address of TIG Barbados is Pine Commercial Centre, #12 Pine Commercial, The Pine, St. Michael BB11103, Barbados; and
34. Wentworth Insurance Company Ltd. (Wentworth), a corporation established under the laws of Barbados, is a reinsurance company. The principal business and principal office address of Wentworth is Pine Commercial Centre, #12 Pine Commercial, The Pine, St. Michael BB11103, Barbados.
Neither the filing of this Schedule 13D nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, FFHL, RiverStone Holdings, RiverStone, Fairfax US, ZNIC, Zenith US, TIG, Odyssey, Odyssey Re, Odyssey Reinsurance, Clearwater Select, Newline UK, Newline, Crum & Forster, US Fire, Advent, Advent No. 3, NFC, Federated, Northbridge General, Northbridge Personal, Zenith Canada, Brit, Brit Holdings, Brit Syndicates, Brit Gibraltar, FBIC, TIG Barbados or Wentworth that it is the beneficial owner of the Common Shares referred to herein for purposes of Section
13(d) 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, and GG 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 Common Shares.
During the last five years, none of the Reporting Persons, and to the best of each such Reporting Persons 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 3. Source and Amount of Funds or Other Consideration.
The source of funds for the purchase of the Common Stock beneficially owned by the Reporting Persons other than as described below in this Item 3 of Schedule 13D, was cash on hand from existing investment portfolios.
In connection with the purchase of the 1.5 Lien Notes, as described in Item 6 of this Schedule 13D, certain of the Reporting Persons received the Fairfax 1.5 Lien Notes Warrants and the Fairfax Commitment Fee Warrants.
In connection with the Second Lien Term Loan Exchange, as described in Item 6 of this Schedule 13D, certain of the Reporting Persons received the Fairfax Amendment Fee Warrants as a consent fee for agreeing to certain amendments to the agreements governing the Exchange Term Loan.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the Common Stock for investment purposes. One or more entities within the Fairfax Group of Companies, including one or more of the Reporting Persons, may determine to purchase additional securities of EXCO in the open market or otherwise, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. While none of the Reporting Persons has any present plans to sell any Common Stock or other securities of EXCO, one or more of them could determine, based upon the same set of factors listed above with respect to purchases, to sell some or all of such securities. The Reporting Persons have no intention to effect any of the transactions specified in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) Based on the most recent information available, the aggregate number and percentage of the Common Stock (the securities identified pursuant to 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.
(b) Except as described below, the numbers of Common Stock 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 person beneficially owns the following amount of Common Stock and has sole voting power and sole dispositive power with respect to such Common Stock:
David Bonham |
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1,000 |
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(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 or GG beneficially owns, or has acquired or disposed of, any Common Stock 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 Common Stock held by the Reporting Persons other than each of the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On March 15, 2017, EXCO entered into a series of agreements as described in the Current Report on Form 8-K filed by EXCO on that date (the Form 8-K, with capitalized terms used below not defined herein having the meanings ascribed to them in the Form 8-K), in connection with certain refinancing transactions. Pursuant to these refinancing transactions, EXCO issued to certain of the Reporting Persons warrants representing the right to purchase an aggregate 188,249,067 shares of Common Stock.
1.5 Lien Notes Offering
On March 15, 2017, EXCO entered into a Purchase Agreement, dated as of March 15, 2017 (the Note Purchase Agreement) by and among EXCO, the subsidiary guarantors named therein and certain of the Reporting Persons and other purchasers named therein (the Purchasers), pursuant to which EXCO issued for cash to the Purchasers $300.0 million in aggregate principal amount of 8.0% / 11.0% 1.5 Lien Senior Secured PIK Toggle Notes due 2022 (the 1.5 Lien Notes) in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The Note Purchase Agreement contains customary representations and warranties by EXCO and the Purchasers and customary indemnification obligations of EXCO and the subsidiary guarantors named therein to the Purchasers. In connection with the issuance of the 1.5 Lien Notes, certain of the Reporting Persons were issued the right to purchase an aggregate of 162,365,599 shares of EXCOs common stock, par value $0.001 per share, at an exercise price of $0.93 per share (representing a 33.3% premium to the trailing 30-day volume weighted average price of the Common Stock ending on February 28, 2017) (the Fairfax 1.5 Lien Notes Warrants).
Backstop Commitment Fee Election Letter
On March 15, 2017, EXCO issued the Commitment Parties, including certain of the Reporting Persons, as parties who agreed to backstop the offering of the 1.5 Lien Notes, a backstop commitment fee of 3% of the aggregate principal amount of the 1.5 Lien Notes in the form of either (i) warrants representing the right to purchase an aggregate 6,471,433 shares of Common Stock at an exercise price of $0.01 per share (with the per share value of the Common Stock based on $0.70, which was the 30 day volume weighted average price of the Common Stock ending on February 28, 2017) or (ii) an aggregate of approximately $4.5 million in cash. The backstop commitment fee was paid in connection with a Backstop Commitment Fee Election Letter and Preemptive Right (each, a Backstop Fee Letter) with each of the Commitment Parties, pursuant to which the Commitment Parties each made an election to receive the backstop fee in the form of Commitment Fee Warrants or cash. Certain of the Reporting Persons received the right to purchase an aggregate of 6,471,433 shares of EXCOs common stock, par value $0.001 per share, at an exercise price of $0.93 per share (representing a 33.3% premium to the trailing 30-day volume weighted average price of the Common Stock ending on February 28, 2017) (the Fairfax Commitment Fee Warrants).
1.75 Lien Term Loan Credit Agreement
In connection with the offering of the 1.5 Lien Notes, on March 15, 2017, EXCO completed the Second Lien Term Loan Exchange pursuant to the Exchange Agreement. Under the terms of the Second Lien Term Loan Exchange, each exchanging Second Lien Term Loan lender received $1,000 in aggregate principal amount of 1.75 Lien Term Loans for every $1,000 in aggregate principal amount of Second Lien Term Loans tendered by such exchanging lender. In addition, EXCO issued the exchanging Second Lien Term Loan lenders, including certain of the Reporting Persons, at their election, either (i) warrants representing the right to purchase an aggregate 19,833,077 shares of Common Stock at an exercise price of $0.01 per share (the Amendment Fee Warrants) or (ii) approximately $8.6 million in cash as a consent fee for agreeing to certain amendments to the agreements governing the Exchange Term Loan. Certain of the Reporting Persons received Amendment Fee Warrants representing the right to purchase an aggregate of 19,412,035 shares of Common Stock (the Fairfax Amendment Fee Warrants).
In addition, pursuant to the terms of the Second Lien Term Loan Exchange, each exchanging lender of the Exchange Term Loan consented to the entry into an amendment to the agreement governing the Exchange Term Loan to eliminate substantially all of the covenants and events of default included therein (the Exchange Term Loan Amendment).
As part of the refinancing transactions, certain of the Reporting Persons entered into the 1.75 Lien Term Loan Credit Agreement with EXCO and other parties. Pursuant to the 1.75 Lien Term Loan Credit Agreement, interest accrues at a cash interest rate of 12.5% per annum and interest will be payable March 20, June 20, September 20 and December 20 of each year, commencing on June 20, 2017.
The Fairfax Warrants
The Fairfax 1.5 Lien Notes Warrants, Fairfax Commitment Fee Warrants and Fairfax Amendment Fee Warrants are collectively referred to as the Fairfax Warrants. The Fairfax Warrants represent the right to purchase 188,249,067 shares of Common Stock.
Subject to certain exceptions and limitations, the Fairfax Warrants may not be exercised if, as a result of such exercise, the beneficial ownership of such holder of such Fairfax Warrant or its affiliates and any other person subject to the aggregation with such holder or its affiliates under Section 13(d) and Section 14(d) of the Exchange Act would exceed the Beneficial Ownership Limitation.
Each of the Fairfax Warrants has an exercise term of 5 years from the date that the Requisite Shareholder Approval was obtained and may be exercised by cash or cashless exercise, provided that EXCO may require cashless exercise if the cash exercise of any Fairfax Warrant would negatively impact EXCOs ability to utilize net operating losses for U.S. federal income tax purposes.
The Fairfax Warrants are subject to an anti-dilution adjustment in the event that EXCO issues shares of Common Stock or Common Stock equivalents at an effective price per share less than the applicable exercise price of the Fairfax Warrants. In addition, the Fairfax Warrants are subject to customary anti-dilution adjustments in the event of stock splits, dividends, subdivisions, combinations, reclassifications and other similar events.
PIK Payments
Each of the Indenture governing the 1.5 Lien Notes and the 1.75 Lien Term Loan Credit Agreement allow EXCO, on the terms and conditions described therein, to make PIK interest payments on the 1.5 Lien Notes and the 1.75 Lien Term Loans, as applicable, in shares of Common Stock, or, in certain circumstances, additional 1.5 Lien Notes or 1.75 Lien Term Loans, as applicable.
Under the Indenture and the 1.75 Lien Term Loan Credit Agreement, the price of Common Stock for determining PIK payments is based on the trailing 20-day volume weighted average price as at the end of the Determination Date (as defined in the Indenture or the 1.75 Lien Term Loan Credit Agreement, as applicable). EXCOs ability to make PIK payments in Common Stock under the 1.5 Lien Notes and 1.75 Lien Term Loans is subject to various conditions, including the Beneficial Ownership Limitation.
Registration Rights Agreement
Simultaneously with the closing of the refinancing transactions, EXCO entered into the Registration Rights Agreement with certain of the Reporting Persons and other parties, pursuant to which EXCO agreed, upon certain terms and conditions, to register the resale of the Common Stock underlying the Fairfax Warrants by September 10, 2017. In addition, the Registration Rights Agreement provides certain incidental piggy-back registration rights, which generally allow the holders of the Fairfax Warrants to participate in registered offerings of EXCOs Common Stock that are initiated by EXCO or on behalf of other holders of EXCOs securities.
The foregoing descriptions of the Note Purchase Agreement, the Backstop Fee Letters, the Exchange Agreement, the 1.75 Term Loan Credit Agreement, the Exchange Term Loan Amendment, the Fairfax Warrants and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the Note Purchase Agreement, the Backstop Fee Letters, the Exchange Agreement, the 1.75 Term Loan Credit Agreement, the Exchange Term Loan Amendment, the Form of Financing Warrant, the Form of Commitment Fee Warrant, the Form of Amendment Fee Warrant, and the Registration Rights Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8 and 10.12, respectively, to the Form 8-K and are incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
The following is filed herewith as an exhibit:
Ex. 1: Members of filing group
Ex. 2: Joint filing agreement dated as of June 9, 2017 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., RiverStone Holdings Limited, RiverStone Insurance Limited, Fairfax (US) Inc., Zenith National Insurance Corp., Zenith Insurance Company (U.S. entity), TIG Insurance Company, Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Clearwater Select Insurance Company, Newline Holdings UK Limited, Newline Corporate Name Limited, Crum & Forster Holdings Corp., United States Fire Insurance Company, Advent Capital (Holdings) LTD., Advent Capital (No. 3) Ltd, Northbridge Financial Corporation, Federated Insurance Company of Canada, Northbridge General Insurance Corporation, Northbridge Personal Insurance Corporation, Zenith Insurance Company (Canadian entity), Brit Limited, Brit Insurance Holdings Limited, Brit Syndicates Limited, Brit Insurance (Gibraltar) PCC Limited, Fairfax (Barbados) International Corp., TIG Insurance (Barbados) Limited and Wentworth Insurance Company Ltd.
Ex. 3: Power of attorney
Ex. 4: Purchase Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., certain of its subsidiaries, and the purchaser signatories thereto (incorporated by reference to Exhibit 10.1 of the Form 8-K)
Ex. 5: Form of Backstop Commitment Fee Election Letter (incorporated by reference to Exhibit 10.2 of the Form 8-K)
Ex. 6: Purchase Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., Hamblin Watsa Investment Counsel Ltd., as administrative agent under the Fairfax Second Lien Credit Agreement, Wilmington Trust, National Association, as administrative agent under the Exchange Second Lien Credit Agreement, and each of the other undersigned parties thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K)
Ex. 7: 1.75 Lien Term Loan Credit Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lender parties thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee (incorporated by reference to Exhibit 10.4 of the Form 8-K)
Ex. 8: First Amendment to Term Loan Credit Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lender party thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee (incorporated by reference to Exhibit 10.5 of the Form 8-K)
Ex. 9: Form of Financing Warrant (incorporated by reference to Exhibit 10.6 of the Form 8-K)
Ex. 10: Form of Commitment Fee Warrant (incorporated by reference to Exhibit 10.7 of the Form 8-K)
Ex. 11: Form of Amendment Fee Warrant (incorporated by reference to Exhibit 10.8 of the Form 8-K)
Ex. 12: Registration Rights Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc. and the investors specified on the signature pages thereto (incorporated by reference to Exhibit 10.12 of the Form 8-K)
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
V. Prem Watsa |
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/s/ V. Prem Wasta |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
1109519 Ontario Limited | |
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By: |
/s/ V. Prem Wasta |
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Name: V. Prem Watsa |
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Title: President |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
The Sixty Two Investment Company Limited | |
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By: |
/s/ V. Prem Wasta |
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Name: V. Prem Watsa |
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Title: President |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
810679 Ontario Limited | |
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By: |
/s/ V. Prem Wasta |
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Name: V. Prem Watsa |
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Title: President |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Fairfax Financial Holdings Limited | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: President |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
FFHL Group Ltd. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
RiverStone Holdings Limited | |
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By: |
/s/ Nicholas C. Bentley |
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Name: Nicholas C. Bentley |
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Title: Managing Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
RiverStone Insurance Limited | |
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By: |
/s/ Nicholas C. Bentley |
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Name: Nicholas C. Bentley |
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Title: Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Fairfax (US) Inc. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Zenith National Insurance Corp. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Zenith Insurance Company (U.S. entity) | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
TIG Insurance Company | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
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Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Odyssey US Holdings Inc. | |
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By: |
/s/ Paul Rivett |
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Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Odyssey Re Holdings Corp. | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Odyssey Reinsurance Company | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Clearwater Select Insurance Company | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Newline Holdings UK Limited | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Newline Corporate Name Limited | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Crum & Forster Holdings Corp. | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
United States Fire Insurance Company | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Advent Capital (Holdings) LTD. | |
|
| |
|
By: |
/s/ Neil Murdoch Ewing |
|
|
Name: Neil Murdoch Ewing |
|
|
Title: Company Secretary |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Advent Capital (No. 3) Ltd | |
|
| |
|
By: |
/s/ Neil Murdoch Ewing |
|
|
Name: Neil Murdoch Ewing |
|
|
Title: Company Secretary |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Northbridge Financial Corporation | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Federated Insurance Company of Canada | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Northbridge General Insurance Corporation | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Northbridge Personal Insurance Corporation | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Zenith Insurance Company (Canadian entity) | |
|
|
|
|
By: |
/s/ Lori McDougall |
|
|
Name: Lori McDougall |
|
|
Title: Chief Corporate Development Officer |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Brit Limited | |
|
| |
|
By: |
/s/ Matthew Wilson |
|
|
Name: Matthew Wilson |
|
|
Title: Group Chief Executive Officer and Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Brit Insurance Holdings Limited | |
|
| |
|
By: |
/s/ Nigel Meyer |
|
|
Name: Nigel Meyer |
|
|
Title: Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Brit Syndicates Limited | |
|
| |
|
By: |
/s/ Matthew Wilson |
|
|
Name: Matthew Wilson |
|
|
Title: Chief Executive Officer and Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Brit Insurance (Gibraltar) PCC Limited | |
|
| |
|
By: |
/s/ Nigel Meyer |
|
|
Name: Nigel Meyer |
|
|
Title: Director |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Fairfax (Barbados) International Corp. | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
TIG Insurance (Barbados) Limited | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
SIGNATURE
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 9, 2017 |
Wentworth Insurance Company Ltd. | |
|
| |
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
Annex Index
Annex |
|
Description |
|
|
|
A |
|
Directors and Executive Officers of 1109519 Ontario Limited |
|
|
|
B |
|
Directors and Executive Officers of The Sixty Two Investment Company Limited |
|
|
|
C |
|
Directors and Executive Officers of 810679 Ontario Limited |
|
|
|
D |
|
Directors and Executive Officers of Fairfax Financial Holdings Limited |
|
|
|
E |
|
Directors and Executive Officers of FFHL Group Ltd. |
|
|
|
F |
|
Directors and Executive Officers of RiverStone Holdings Limited |
|
|
|
G |
|
Directors and Executive Officers of RiverStone Insurance Limited |
|
|
|
H |
|
Directors and Executive Officers of Fairfax (US) Inc. |
|
|
|
I |
|
Directors and Executive Officers of Zenith National Insurance Corp. |
|
|
|
J |
|
Directors and Executive Officers of Zenith Insurance Company (U.S. entity) |
|
|
|
K |
|
Directors and Executive Officers of TIG Insurance Company |
|
|
|
L |
|
Directors and Executive Officers of Odyssey US Holdings Inc. |
|
|
|
M |
|
Directors and Executive Officers of Odyssey Re Holdings Corp. |
|
|
|
N |
|
Directors and Executive Officers of Odyssey Reinsurance Company |
|
|
|
O |
|
Directors and Executive Officers of Clearwater Select Insurance Company |
|
|
|
P |
|
Directors and Executive Officers of Newline Holdings UK Limited |
|
|
|
Q |
|
Directors and Executive Officers of Newline Corporate Name Limited |
|
|
|
R |
|
Directors and Executive Officers of Crum & Forster Holdings Corp. |
S |
|
Directors and Executive Officers of United States Fire Insurance Company |
|
|
|
T |
|
Directors and Executive Officers of Advent Capital (Holdings) LTD. |
|
|
|
U |
|
Directors and Executive Officers of Advent Capital (No. 3) Ltd |
|
|
|
V |
|
Directors and Executive Officers of Northbridge Financial Corporation |
|
|
|
W |
|
Directors and Executive Officers of Federated Insurance Company of Canada |
|
|
|
X |
|
Directors and Executive Officers of Northbridge General Insurance Corporation |
|
|
|
Y |
|
Directors and Executive Officers of Northbridge Personal Insurance Corporation |
|
|
|
Z |
|
Directors and Executive Officers of Zenith Insurance Company (Canadian entity) |
|
|
|
AA |
|
Directors and Executive Officers of Brit Limited |
|
|
|
BB |
|
Directors and Executive Officers of Brit Insurance Holdings Limited |
|
|
|
CC |
|
Directors and Executive Officers of Brit Syndicates Limited |
|
|
|
DD |
|
Directors and Executive Officers of Brit Insurance (Gibraltar) PCC Limited |
|
|
|
EE |
|
Directors and Executive Officers of Fairfax (Barbados) International Corp. |
|
|
|
FF |
|
Directors and Executive Officers of TIG Insurance (Barbados) Limited |
|
|
|
GG |
|
Directors and Executive Officers of Wentworth Insurance Company Ltd. |
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
1109519 ONTARIO LIMITED
The following table sets forth certain information with respect to the directors and executive officers of 1109519 Ontario Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
V. Prem Watsa |
|
Chairman and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Eric P. Salsberg |
|
Vice President, Corporate Affairs, |
|
Canada |
ANNEX B
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 |
|
Citizenship |
|
|
|
|
|
V. Prem Watsa |
|
Chairman and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Eric P. Salsberg |
|
Vice President, Corporate Affairs, |
|
Canada |
ANNEX C
DIRECTORS AND EXECUTIVE OFFICERS OF
810679 ONTARIO LIMITED
The following table sets forth certain information with respect to the directors and executive officers of 810679 Ontario Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
V. Prem Watsa |
|
Chairman and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Eric P. Salsberg |
|
Vice President, Corporate Affairs, |
|
Canada |
ANNEX D
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 |
|
Citizenship |
|
|
|
|
|
V. Prem Watsa |
|
Chairman and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Anthony F. Griffiths |
|
Independent Business Consultant, |
|
Canada |
|
|
|
|
|
Robert J. Gunn |
|
Independent Business Consultant, |
|
Canada |
|
|
|
|
|
Alan D. Horn |
|
Chairman, Rogers Communications Inc. and President and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Karen L. Jurjevich |
|
Principal, Branksome Hall and CEO, |
|
Canada |
|
|
|
|
|
John R. V. Palmer |
|
Chairman, Toronto Leadership Centre |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Timothy R. Price |
|
Chairman of Brookfield Funds, |
|
Canada |
|
|
|
|
|
Brandon W. Sweitzer |
|
Dean, School of Risk Management, Insurance and Actuarial Science |
|
United States |
|
|
|
|
|
Lauren C. Templeton |
|
Founder and President, Templeton and Phillips Capital Management LLC |
|
United States |
|
|
|
|
|
Benjamin Watsa |
|
Partner and Portfolio Manager, |
|
Canada |
|
|
|
|
|
John Varnell |
|
Vice President, Corporate Development, |
|
Canada |
|
|
|
|
|
Eric P. Salsberg |
|
Vice President, Corporate Affairs and Corporate Secretary, |
|
Canada |
|
|
|
|
|
Paul Rivett |
|
President, Fairfax Financial Holdings Limited |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Bradley P. Martin |
|
Vice President, Strategic Investments, |
|
Canada |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Peter Clarke |
|
Vice President and Chief Risk Officer, |
|
Canada |
|
|
|
|
|
Jean Cloutier |
|
Vice President, International Operations, |
|
Canada |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
|
|
|
|
|
Vinodh Loganadhan |
|
Vice President, Administrative Services, |
|
Canada |
ANNEX E
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 |
|
Citizenship |
|
|
|
|
|
V. Prem Watsa |
|
Chairman and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Eric P. Salsberg |
|
Vice President, Corporate Affairs and Corporate Secretary, |
|
Canada |
|
|
|
|
|
Paul Rivett |
|
President, |
|
Canada |
|
|
|
|
|
Bradley P. Martin |
|
Vice President, Strategic Investments, |
|
Canada |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
ANNEX F
DIRECTORS AND EXECUTIVE OFFICERS OF
RIVERSTONE HOLDINGS LIMITED
The following table sets forth certain information with respect to the directors and executive officers of RiverStone Holdings Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Nicholas C. Bentley |
|
Chairman, Chief Executive Officer and President, RiverStone Resources LLC |
|
United Kingdom |
|
|
|
|
|
Luke Tanzer |
|
Director, RiverStone Management Limited |
|
Australia |
|
|
|
|
|
Lorna Hemsley |
|
Finance Director, RiverStone Management Limited |
|
United Kingdom |
|
|
|
|
|
Sarah Garrod |
|
Company Secretary, RiverStone Management Limited |
|
United Kingdom |
|
|
|
|
|
Fraser Henry |
|
General Counsel and Company Secretary, |
|
United Kingdom |
ANNEX G
DIRECTORS AND EXECUTIVE OFFICERS OF
RIVERSTONE INSURANCE LIMITED
The following table sets forth certain information with respect to the directors and executive officers of RiverStone Insurance Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Nicholas C. Bentley |
|
Chairman, Chief Executive Officer and President, RiverStone Resources LLC |
|
United Kingdom |
|
|
|
|
|
Luke Tanzer |
|
Director, RiverStone Management Limited |
|
Australia |
|
|
|
|
|
Lorna Hemsley |
|
Finance Director, |
|
United Kingdom |
|
|
|
|
|
Adrian Masterson |
|
Director, RiverStone Insurance Limited |
|
Ireland |
|
|
|
|
|
Tom Riddell |
|
Director, RiverStone Insurance Limited |
|
United Kingdom |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Colin J. Czapiewski |
|
Director, RiverStone Insurance Limited |
|
United Kingdom |
|
|
|
|
|
Mark Bannister |
|
Director, RiverStone Management Limited |
|
United Kingdom |
|
|
|
|
|
Sarah Garrod |
|
Company Secretary, |
|
United Kingdom |
|
|
|
|
|
Fraser Henry |
|
General Counsel and Company Secretary, |
|
United Kingdom |
ANNEX H
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 |
|
Citizenship |
|
|
|
|
|
Henry W. Edmiston |
|
President and Chief Executive Officer, |
|
United States |
|
|
|
|
|
Eric P. Salsberg |
|
Chairman, Vice President, Corporate Affairs and Corporate Secretary, |
|
Canada |
|
|
|
|
|
Dorothy D. Whitaker |
|
Vice President, Director, Treasurer and Secretary, Fairfax (US), Inc. |
|
United States |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
|
|
|
|
|
Michael T. Bullen |
|
Senior International Tax Manager, |
|
United States |
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH NATIONAL INSURANCE CORP.
The following table sets forth certain information with respect to the directors and executive officers of Zenith National Insurance Corp.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Jack D. Miller |
|
Chairman, Zenith National Insurance Corp. |
|
United States |
|
|
|
|
|
Andrew A. Barnard |
|
President and Chief Operating Officer, |
|
United States |
|
|
|
|
|
Peter Clarke |
|
Vice President and Chief Risk Officer, |
|
Canada |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Paul Rivett |
|
President, Fairfax Financial Holdings Limited |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Kari L. Van Gundy |
|
President, Chief Executive Officer and Director, Zenith National Insurance Corp. |
|
United States |
|
|
|
|
|
William J. Owen |
|
Executive Vice President, Chief Financial Officer and Treasurer, Zenith National Insurance Corp. |
|
United Kingdom, United States |
|
|
|
|
|
Davidson M. Pattiz |
|
Executive Vice President and Chief Operating Officer, Zenith National Insurance Corp. |
|
United States |
ANNEX J
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH INSURANCE COMPANY (U.S. ENTITY)
The following table sets forth certain information with respect to the directors and executive officers of Zenith Insurance Company (U.S. entity).
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Jack D. Miller |
|
Chairman and Director, |
|
United States |
|
|
|
|
|
Kari L. Van Gundy |
|
President, Chief Executive Officer and Director, |
|
United States |
|
|
|
|
|
A. Mary Ames |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Craig C. Thomson |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Jason T. Clarke |
|
Executive Vice President and Chief Actuary, |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Davidson M. Pattiz |
|
Executive Vice President and Chief Operating Officer, |
|
United States |
|
|
|
|
|
William J. Owen |
|
Executive Vice President, Chief Financial Officer and Treasurer, |
|
United Kingdom, United States |
|
|
|
|
|
Eden M. Feder |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Michael F. Cunningham |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Paul R. Ramont |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Jonathan W. Lindsay |
|
Executive Vice President, |
|
United States |
ANNEX K
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance Company.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Nicholas C. Bentley |
|
Manager, President and Chief Executive Officer, RiverStone Resources LLC |
|
United Kingdom |
|
|
|
|
|
Nina L. Caroselli |
|
Executive Vice President, RiverStone Resources LLC |
|
United States |
|
|
|
|
|
Richard J. Fabian |
|
Executive Vice President and General Counsel, RiverStone Resources LLC |
|
United States |
|
|
|
|
|
James K. Kelly |
|
Executive Vice President, RiverStone Resources LLC |
|
United States |
|
|
|
|
|
Deborah A. Irving |
|
Executive Vice President, Chief Financial Officer and Treasurer, |
|
Canada |
|
|
|
|
|
Robert Sampson |
|
Executive Vice President, RiverStone Resources LLC |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Matthew W. Kunish |
|
Executive Vice President, Chief Actuary, |
|
United Kingdom |
ANNEX L
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 |
|
Citizenship |
|
|
|
|
|
Brian D. Young |
|
President, Chief Executive Officer, and Director, Odyssey Re Holdings Corp. |
|
United States |
|
|
|
|
|
Michael G. Wacek |
|
Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. |
|
United States |
|
|
|
|
|
Jan Christiansen |
|
Executive Vice President and Chief Financial Officer, |
|
Denmark |
ANNEX M
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY RE HOLDINGS CORP.
The following table sets forth certain information with respect to the directors and executive officers of Odyssey Re Holdings Corp.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Brian D. Young |
|
President and Chief Executive Officer, |
|
United States |
|
|
|
|
|
Michael G. Wacek |
|
Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. |
|
United States |
|
|
|
|
|
Jan Christiansen |
|
Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. |
|
Denmark |
|
|
|
|
|
Peter H. Lovell |
|
Senior Vice President, General Counsel and Corporate Secretary, |
|
United States |
|
|
|
|
|
Brandon W. Sweitzer |
|
Dean, School of Risk Management, Insurance and Actuarial Science St. Johns University |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Paul Rivett |
|
President, Fairfax Financial Holdings Limited |
|
Canada |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Peter Clarke |
|
Vice President and Chief Risk Officer, |
|
Canada |
|
|
|
|
|
Andrew A. Barnard |
|
President and Chief Operating Officer, |
|
United States |
ANNEX N
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 |
|
Citizenship |
|
|
|
|
|
Brian D. Young |
|
Chairman, President and Chief Executive Officer, Odyssey Re Holdings Corp. |
|
United States |
|
|
|
|
|
Michael G. Wacek |
|
Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. |
|
United States |
|
|
|
|
|
Jan Christiansen |
|
Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. |
|
Denmark |
|
|
|
|
|
Elizabeth A. Sander |
|
Executive Vice President and Chief Actuary, |
|
United States |
|
|
|
|
|
Alane R. Carey |
|
Executive Vice President, |
|
United States |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Isabelle Dubots-Lafitte |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Joseph A. Guardo |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Carl A. Overy |
|
Chief Executive Officer, London Market Division, Newline Underwriting Management Limited |
|
United Kingdom |
|
|
|
|
|
Lucien Pietropoli |
|
Chief Executive Officer, Asia Pacific |
|
France |
|
|
|
|
|
Brian D. Quinn |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Philippe Mallier |
|
Executive Vice President, |
|
France |
ANNEX O
DIRECTORS AND EXECUTIVE OFFICERS OF
CLEARWATER SELECT INSURANCE COMPANY
The following table sets forth certain information with respect to the directors and executive officers of Clearwater Select Insurance Company.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Brian D. Young |
|
Chairman, President and Chief Executive Officer, |
|
United States |
|
|
|
|
|
Michael G. Wacek |
|
Executive Vice President and Chief Risk Officer, |
|
United States |
|
|
|
|
|
Jan Christiansen |
|
Executive Vice President and Chief Financial Officer, |
|
Denmark |
|
|
|
|
|
Elizabeth A. Sander |
|
Executive Vice President and Chief Actuary, |
|
United States |
|
|
|
|
|
Brian D. Quinn |
|
Executive Vice President, |
|
United States |
ANNEX P
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 |
|
Citizenship |
|
|
|
|
|
Jan Christiansen |
|
Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. |
|
Denmark |
|
|
|
|
|
Robert B. Kastner |
|
Director and Head of Claims, |
|
United Kingdom |
|
|
|
|
|
Henry James Louis Withinshaw |
|
Chief Operating Officer, |
|
United Kingdom |
|
|
|
|
|
Michael G. Wacek |
|
Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. |
|
United States |
ANNEX Q
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 |
|
Citizenship |
|
|
|
|
|
Michael G. Wacek |
|
Executive Vice President and Chief Risk Officer, Odyssey Re Holdings Corp. |
|
United States |
|
|
|
|
|
Jan Christiansen |
|
Executive Vice President and Chief Financial Officer, Odyssey Re Holdings Corp. |
|
Denmark |
|
|
|
|
|
Robert B. Kastner |
|
Director and Head of Claims, Newline Underwriting Management Limited |
|
United Kingdom |
|
|
|
|
|
Henry James Louis Withinshaw |
|
Chief Operating Officer, Newline Underwriting Management Limited |
|
United Kingdom |
ANNEX R
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 |
|
Citizenship |
|
|
|
|
|
Marc J. Adee |
|
President and Chief Executive Officer, |
|
United States |
|
|
|
|
|
James V. Kraus |
|
Senior Vice President, General Counsel, Secretary and Director, |
|
United States |
|
|
|
|
|
Paul W. Bassaline |
|
Senior Vice President, Chief Financial Officer and Director, |
|
United States |
|
|
|
|
|
Andrew A. Barnard |
|
President and Chief Operating Officer, |
|
United States |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Peter Clarke |
|
Vice President and Chief Risk Officer, |
|
Canada |
|
|
|
|
|
Paul Rivett |
|
President, |
|
Canada |
ANNEX S
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 |
|
Citizenship |
|
|
|
|
|
Marc J. Adee |
|
President and Chief Executive Officer, |
|
United States |
|
|
|
|
|
Anthony R. Slimowicz |
|
Executive Vice President, |
|
United States |
|
|
|
|
|
Paul W. Bassaline |
|
Senior Vice President, Chief Financial Officer and Director, |
|
United States |
|
|
|
|
|
James V. Kraus |
|
Senior Vice President, General Counsel, Secretary and Director, |
|
United States |
|
|
|
|
|
George R. French |
|
Treasurer and Vice President, |
|
United States |
ANNEX T
DIRECTORS AND EXECUTIVE OFFICERS OF
ADVENT CAPITAL (HOLDINGS) LTD.
The following table sets forth certain information with respect to the directors and executive officers of Advent Capital (Holdings) LTD.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Jean Cloutier |
|
Vice President, International Operations, |
|
Canada |
|
|
|
|
|
Nigel Fitzgerald |
|
Chief Executive Officer, Advent Capital (Holdings) LTD |
|
Australia |
|
|
|
|
|
Trevor Ambridge |
|
Chief Financial Officer, Advent Capital (Holdings) LTD |
|
United Kingdom |
|
|
|
|
|
Neil Ewing |
|
Company Secretary, Advent Capital (Holdings) LTD |
|
United Kingdom |
ANNEX U
DIRECTORS AND EXECUTIVE OFFICERS OF
ADVENT CAPITAL (NO. 3) LTD
The following table sets forth certain information with respect to the directors and executive officers of Advent Capital (No. 3) Ltd.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Trevor Ambridge |
|
Chief Financial Officer, Advent Capital (Holdings) LTD |
|
United Kingdom |
|
|
|
|
|
Ian M. Hewitt |
|
Risk and Compliance Director, Advent Underwriting Limited |
|
United Kingdom |
|
|
|
|
|
Neil Ewing |
|
Company Secretary, Advent Capital (Holdings) LTD |
|
United Kingdom |
ANNEX V
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 |
|
Citizenship |
|
|
|
|
|
Silvy Wright |
|
President and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Craig Pinnock |
|
Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Robert J. Gunn |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
John Varnell |
|
Vice President, Corporate Development, |
|
Canada |
|
|
|
|
|
Paul Rivett |
|
President, |
|
Canada |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Peter Clarke |
|
Vice President and Chief Risk Officer, |
|
Canada |
|
|
|
|
|
Lambert Morvan |
|
Chief Operating Officer, |
|
Canada |
|
|
|
|
|
Wayne Connelly |
|
President, Federated Insurance, |
|
Canada |
|
|
|
|
|
Lori McDougall |
|
Chief Corporate Development Officer, |
|
Canada |
|
|
|
|
|
Andrew Wood |
|
Chief Information Officer, |
|
Canada |
|
|
|
|
|
Lana Wood |
|
Executive Vice President, Western Canada, |
|
Canada |
|
|
|
|
|
Mark LeBlanc |
|
Executive Vice President, Ontario and Atlantic Canada, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Jean-Francois Béliveau |
|
Executive Vice President, Québec, |
|
Canada |
|
|
|
|
|
George Halkiotis |
|
Executive Vice President, Claims, |
|
Canada |
ANNEX W
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 |
|
Citizenship |
|
|
|
|
|
Silvy Wright |
|
President and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Craig Pinnock |
|
Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Bryan S. Smith |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
Robert J. Gunn |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
Robert S. Weiss |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
John Varnell |
|
Vice President, Corporate Development, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Lambert Morvan |
|
Chief Operating Officer, |
|
Canada |
|
|
|
|
|
Wayne Connelly |
|
President, Federated Insurance, |
|
Canada |
|
|
|
|
|
Lori McDougall |
|
Chief Corporate Development Officer, |
|
Canada |
|
|
|
|
|
Andrew Wood |
|
Chief Information Officer, |
|
Canada |
|
|
|
|
|
George Halkiotis |
|
Executive Vice President, Claims, |
|
Canada |
ANNEX X
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 |
|
Citizenship |
|
|
|
|
|
Silvy Wright |
|
President and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Craig Pinnock |
|
Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Bryan S. Smith |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
Robert J. Gunn |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
Robert S. Weiss |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
John Varnell |
|
Vice President, Corporate Development, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Lambert Morvan |
|
Chief Operating Officer, |
|
Canada |
|
|
|
|
|
Lori McDougall |
|
Chief Corporate Development Officer, |
|
Canada |
|
|
|
|
|
Andrew Wood |
|
Chief Information Officer, |
|
Canada |
|
|
|
|
|
Lana Wood |
|
Executive Vice President, Western Canada, |
|
Canada |
|
|
|
|
|
Mark LeBlanc |
|
Executive Vice President, Ontario and Atlantic Canada, |
|
Canada |
|
|
|
|
|
Jean-Francois Béliveau |
|
Executive Vice President, Québec, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
George Halkiotis |
|
Executive Vice President, Claims, |
|
Canada |
ANNEX Y
DIRECTORS AND EXECUTIVE OFFICERS OF
NORTHBRIDGE PERSONAL INSURANCE CORPORATION
The following table sets forth certain information with respect to the directors and executive officers of Northbridge Personal Insurance Corporation.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Silvy Wright |
|
President and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Craig Pinnock |
|
Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Bryan S. Smith |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
Robert J. Gunn |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
Robert S. Weiss |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
John Varnell |
|
Vice President, Corporate Development, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Lambert Morvan |
|
Chief Operating Officer, |
|
Canada |
|
|
|
|
|
Lori McDougall |
|
Chief Corporate Development Officer, |
|
Canada |
|
|
|
|
|
Andrew Wood |
|
Chief Information Officer, |
|
Canada |
|
|
|
|
|
Lana Wood |
|
Executive Vice President, Western Canada, |
|
Canada |
|
|
|
|
|
Mark LeBlanc |
|
Executive Vice President, Ontario and Atlantic Canada, |
|
Canada |
|
|
|
|
|
Jean-Francois Béliveau |
|
Executive Vice President, Québec, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
George Halkiotis |
|
Executive Vice President, Claims, |
|
Canada |
ANNEX Z
DIRECTORS AND EXECUTIVE OFFICERS OF
ZENITH INSURANCE COMPANY (CANADIAN ENTITY)
The following table sets forth certain information with respect to the directors and executive officers of Zenith Insurance Company (Canadian entity).
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Silvy Wright |
|
President and Chief Executive Officer, |
|
Canada |
|
|
|
|
|
Craig Pinnock |
|
Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Bryan S. Smith |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
Robert J. Gunn |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
Robert S. Weiss |
|
Independent Business Consultant and Corporate Director, |
|
Canada |
|
|
|
|
|
John Varnell |
|
Vice President, Corporate Development, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
David Bonham |
|
Vice President and Chief Financial Officer, |
|
Canada |
|
|
|
|
|
Lambert Morvan |
|
Chief Operating Officer, |
|
Canada |
|
|
|
|
|
Lori McDougall |
|
Chief Corporate Development Officer, |
|
Canada |
|
|
|
|
|
Andrew Wood |
|
Chief Information Officer, |
|
Canada |
|
|
|
|
|
Lana Wood |
|
Executive Vice President, Western Canada, |
|
Canada |
|
|
|
|
|
Mark LeBlanc |
|
Executive Vice President, Ontario and Atlantic Canada, |
|
Canada |
|
|
|
|
|
Jean-Francois Béliveau |
|
Executive Vice President, Québec, |
|
Canada |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
George Halkiotis |
|
Executive Vice President, Claims, |
|
Canada |
ANNEX AA
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 |
|
Citizenship |
|
|
|
|
|
Richard Ward |
|
Senior Independent Non-Executive Director, Brit Limited |
|
United Kindgom |
|
|
|
|
|
Mark Cloutier |
|
Group Executive Chairman, Brit Limited |
|
Canada |
|
|
|
|
|
Matthew Wilson |
|
Group Chief Executive Officer, Brit Limited |
|
United Kingdom |
|
|
|
|
|
Mark Allan |
|
Chief Financial Officer, |
|
United Kingdom |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Andrew Barnard |
|
President and Chief Operating Officer, |
|
United States |
|
|
|
|
|
Jeremy Ehrlich |
|
Senior Legal Counsel, Investment Legal, |
|
Canada |
ANNEX BB
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 |
|
Citizenship |
|
|
|
|
|
Mark Cloutier |
|
Group Executive Chairman, Brit Limited |
|
Canada |
|
|
|
|
|
Nigel Meyer |
|
Chief Operating Officer, Brit Limited |
|
United Kingdom |
|
|
|
|
|
Antony Usher |
|
Group Financial Controller, Brit Limited |
|
United Kingdom |
|
|
|
|
|
Mark Allan |
|
Chief Financial Officer, Brit Limited |
|
United Kingdom |
ANNEX CC
DIRECTORS AND EXECUTIVE OFFICERS OF
BRIT SYNDICATES LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Brit Syndicates Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Richard Ward |
|
Chairman of the Board, Brit Syndicates Limited |
|
United Kingdom |
|
|
|
|
|
Ipe Jacob |
|
Non-Executive Director, Brit Syndicates Limited |
|
United Kingdom |
|
|
|
|
|
Nigel Meyer |
|
Chief Operating Officer, Brit Limited |
|
United Kingdom |
|
|
|
|
|
Tony Medniuk |
|
Non-Executive Director, Brit Syndicates Limited |
|
United Kingdom |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Mark Allan |
|
Chief Financial Officer, Brit Limited |
|
United Kingdom |
|
|
|
|
|
Matthew Wilson |
|
Group Chief Executive Officer, Brit Limited |
|
United Kingdom |
|
|
|
|
|
Simon Lee |
|
Non-Executive Director, |
|
United Kingdom |
ANNEX DD
DIRECTORS AND EXECUTIVE OFFICERS OF
BRIT INSURANCE (GIBRALTAR) PCC LIMITED
The following table sets forth certain information with respect to the directors and executive officers of Brit Insurance (Gibraltar) PCC Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Karl Grieves |
|
Gibraltar Head of Office and Finance Director, Brit Insurance (Gibraltar) PCC Limited |
|
United Kingdom |
|
|
|
|
|
Nigel Feetham |
|
Chairman and Independent Non-Executive Director, Brit Insurance (Gibraltar) PCC Limited |
|
United Kingdom |
|
|
|
|
|
Nigel Meyer |
|
Chief Operating Officer, Brit Syndicates Limited |
|
United Kingdom |
|
|
|
|
|
Joe Bonanno |
|
Senior Vice President, Head of Office, |
|
United States |
|
|
|
|
|
Mark Allan |
|
Chief Financial Officer, |
|
United Kingdom |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Mike Christophers |
|
Non-Executive Director, |
|
United Kingdom |
ANNEX EE
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX (BARBADOS) INTERNATIONAL CORP.
The following table sets forth certain information with respect to the directors and executive officers of Fairfax (Barbados) International Corp.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Lisl Lewis |
|
Director, Wentworth Insurance Company Ltd. |
|
Barbados |
|
|
|
|
|
Alistair Dent |
|
Director, Wentworth Insurance Company Ltd. |
|
United Kingdom |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
|
|
|
|
|
Jean Cloutier |
|
Vice President and Chief Actuary, |
|
Canada |
|
|
|
|
|
William Peter Douglas |
|
Director, Wentworth Insurance Company Ltd. |
|
Barbados |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Simon P.G. Lee |
|
Director, Wentworth Insurance Company Ltd. |
|
United Kingdom |
|
|
|
|
|
Janice Burke |
|
Vice President and General Manager, |
|
United States |
|
|
|
|
|
Paula Alleyne |
|
Vice President and General Manager, |
|
Barbados |
|
|
|
|
|
Niall Tully |
|
ffh Management Services |
|
Ireland |
|
|
|
|
|
Paul Mulvin |
|
ffh Management Services |
|
Ireland |
ANNEX FF
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE (BARBADOS) LIMITED
The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance (Barbados) Limited.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Lisl Lewis |
|
Director, Wentworth Insurance Company Ltd. |
|
Barbados |
|
|
|
|
|
Alistair Dent |
|
Director, Wentworth Insurance Company Ltd. |
|
United Kingdom |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
|
|
|
|
|
Nicholas Bentley |
|
Chief Executive Officer, |
|
United Kingdom |
|
|
|
|
|
William Peter Douglas |
|
Director, Wentworth Insurance Company Ltd. |
|
Barbados |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Simon P.G. Lee |
|
Director, Wentworth Insurance Company Ltd. |
|
United Kingdom |
|
|
|
|
|
Janice Burke |
|
Vice President and General Manager, |
|
United States |
|
|
|
|
|
Paula Alleyne |
|
Vice President and General Manager, |
|
Barbados |
|
|
|
|
|
Niall Tully |
|
ffh Management Services |
|
Ireland |
|
|
|
|
|
Paul Mulvin |
|
ffh Management Services |
|
Ireland |
|
|
|
|
|
Deborah Irving |
|
Chief Financial Officer, |
|
Canada |
ANNEX GG
DIRECTORS AND EXECUTIVE OFFICERS OF
WENTWORTH INSURANCE COMPANY LTD.
The following table sets forth certain information with respect to the directors and executive officers of Wentworth Insurance Company Ltd.
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Lisl Lewis |
|
Director, Wentworth Insurance Company Ltd. |
|
Barbados |
|
|
|
|
|
Alistair Dent |
|
Director, Wentworth Insurance Company Ltd. |
|
United Kingdom |
|
|
|
|
|
Ronald Schokking |
|
Vice President and Treasurer, |
|
Canada |
|
|
|
|
|
Jean Cloutier |
|
Vice President and Chief Actuary, |
|
Canada |
|
|
|
|
|
William Peter Douglas |
|
Director, Wentworth Insurance Company Ltd. |
|
Barbados |
Name |
|
Present Principal Occupation or |
|
Citizenship |
|
|
|
|
|
Janice Burke |
|
Vice President and General Manager, |
|
United States |
|
|
|
|
|
Paula Alleyne |
|
Vice President and General Manager, |
|
Barbados |
|
|
|
|
|
Sammy S.Y. Chan |
|
Fairfax Asia Limited |
|
Canada |
|
|
|
|
|
Niall Tully |
|
ffh Management Services |
|
Ireland |
|
|
|
|
|
Paul Mulvin |
|
ffh Management Services |
|
Ireland |
Exhibit Index
Exhibit No. |
|
Description | ||
|
|
| ||
Ex. 1: |
|
Members of filing group | ||
|
|
| ||
Ex. 2: |
|
Joint filing agreement dated as of June 9, 2017 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., RiverStone Holdings Limited, RiverStone Insurance Limited, Fairfax (US) Inc., Zenith National Insurance Corp., Zenith Insurance Company (U.S. entity), TIG Insurance Company, Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Clearwater Select Insurance Company, Newline Holdings UK Limited, Newline Corporate Name Limited, Crum & Forster Holdings Corp., United States Fire Insurance Company, Advent Capital (Holdings) LTD., Advent Capital (No. 3) Ltd, Northbridge Financial Corporation, Federated Insurance Company of Canada, Northbridge General Insurance Corporation, Northbridge Personal Insurance Corporation, Zenith Insurance Company (Canadian entity), Brit Limited, Brit Insurance Holdings Limited, Brit Syndicates Limited, Brit Insurance (Gibraltar) PCC Limited, Fairfax (Barbados) International Corp., TIG Insurance (Barbados) Limited and Wentworth Insurance Company Ltd. | ||
|
|
| ||
Ex. 3: |
|
Power of attorney | ||
|
|
| ||
Ex. 4: |
|
Purchase Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., certain of its subsidiaries, and the purchaser signatories thereto (incorporated by reference to Exhibit 10.1 of the Form 8-K) | ||
|
|
| ||
Ex. 5: |
|
Form of Backstop Commitment Fee Election Letter (incorporated by reference to Exhibit 10.2 of the Form 8-K) | ||
|
|
| ||
Ex. 6: |
|
Purchase Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., Hamblin Watsa Investment Counsel Ltd., as administrative agent under the Fairfax Second Lien Credit Agreement, Wilmington Trust, National Association, as administrative agent under the Exchange Second Lien Credit Agreement, and each of the other undersigned parties thereto (incorporated by reference to Exhibit 10.3 of the Form 8-K) | ||
|
|
| ||
Ex. 7: |
|
1.75 Lien Term Loan Credit Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lender parties thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee (incorporated by reference to Exhibit 10.4 of the Form 8-K) | ||
|
|
| ||
Ex. 8: |
|
First Amendment to Term Loan Credit Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc., as borrower, certain subsidiaries of borrower, as guarantors, the lender party thereto, and Wilmington Trust, National Association, as administrative agent and collateral trustee (incorporated by reference to Exhibit 10.5 of the Form 8-K) | ||
|
|
| ||
Ex. 9: |
|
Form of Financing Warrant (incorporated by reference to Exhibit 10.6 of the Form 8-K) | ||
|
|
| ||
Ex. 10: |
|
Form of Commitment Fee Warrant (incorporated by reference to Exhibit 10.7 of the Form 8-K) | ||
|
|
| ||
Ex. 11: |
|
Form of Amendment Fee Warrant (incorporated by reference to Exhibit 10.8 of the Form 8-K) | ||
|
|
| ||
Ex. 12: |
|
Registration Rights Agreement, dated as of March 15, 2017, by and among EXCO Resources, Inc. and the investors specified on the signature pages thereto (incorporated by reference to Exhibit 10.12 of the Form 8-K) | ||
EXHIBIT 1
MEMBERS OF FILING GROUP
V. Prem Watsa
1109519 Ontario Limited
The Sixty Two Investment Company Limited
810679 Ontario Limited
Fairfax Financial Holdings Limited
FFHL Group Ltd.
RiverStone Holdings Limited
RiverStone Insurance Limited
Fairfax (US) Inc.
Zenith National Insurance Corp.
Zenith Insurance Company (U.S. entity)
TIG Insurance Company
Odyssey US Holdings Inc.
Odyssey Re Holdings Corp.
Odyssey Reinsurance Company
Clearwater Select Insurance Company
Newline Holdings UK Limited
Newline Corporate Name Limited
Crum & Forster Holdings Corp.
United States Fire Insurance Company
Advent Capital (Holdings) LTD.
Advent Capital (No. 3) Ltd
Northbridge Financial Corporation
Federated Insurance Company of Canada
Northbridge General Insurance Corporation
Northbridge Personal Insurance Corporation
Zenith Insurance Company (Canadian entity)
Brit Limited
Brit Insurance Holdings Limited
Brit Syndicates Limited
Brit Insurance (Gibraltar) PCC Limited
Fairfax (Barbados) International Corp.
TIG Insurance (Barbados) Limited
Wentworth Insurance Company Ltd.
EXHIBIT 2
CUSIP No. 269279402
AGREEMENT CONCERNING JOINT FILING
OF SCHEDULE 13D
The undersigned agree as follows:
(i) each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and
(ii) each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.
Dated: June 9, 2017
|
V. PREM WATSA | |
|
|
|
|
|
|
|
/s/ V. Prem Watsa | |
|
|
|
|
|
|
|
1109519 ONTARIO LIMITED | |
|
|
|
|
|
|
|
By: |
/s/ V. Prem Watsa |
|
|
Name: V. Prem Watsa |
|
|
Title: President |
|
| |
|
| |
|
THE SIXTY TWO INVESTMENT COMPANY LIMITED | |
|
|
|
|
|
|
|
By: |
/s/ V. Prem Watsa |
|
|
Name: V. Prem Watsa |
|
|
Title: President |
|
| |
|
| |
|
810679 ONTARIO LIMITED | |
|
|
|
|
|
|
|
By: |
/s/ V. Prem Watsa |
|
|
Name: V. Prem Watsa |
|
|
Title: President |
|
FAIRFAX FINANCIAL HOLDINGS LIMITED | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: President |
|
|
|
|
|
|
|
FFHL GROUP LTD. | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Director |
|
| |
|
| |
|
FAIRFAX (US) INC. | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
ZENITH NATIONAL INSURANCE COMPANY | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
ZENITH INSURANCE COMPANY (U.S. entity) | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
TIG INSURANCE COMPANY | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
ODYSSEY US HOLDINGS INC. | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
ODYSSEY RE HOLDINGS CORP. | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
ODYSSEY REINSURANCE COMPANY | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
CLEARWATER SELECT INSURANCE COMPANY | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
NEWLINE HOLDINGS UK LIMITED | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
NEWLINE CORPORATE NAME LIMITED | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
CRUM & FORSTER HOLDINGS CORP. | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
UNITED STATES FIRE INSURANCE COMPANY | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
NORTHBRIDGE FINANCIAL CORPORATION | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
FEDERATED INSURANCE COMPANY OF CANADA | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
NORTHBRIDGE GENERAL INSURANCE CORPORATION | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
NORTHBRIDGE PERSONAL INSURANCE CORPORATION | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
FAIRFAX (BARBADOS) INTERNATIONAL CORP. | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
|
|
|
|
|
|
TIG INSURANCE (BARBADOS) LIMITED | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
WENTWORTH INSURANCE COMPANY LTD. | |
|
|
|
|
|
|
|
By: |
/s/ Paul Rivett |
|
|
Name: Paul Rivett |
|
|
Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13D |
|
RIVERSTONE HOLDINGS LIMITED | ||
|
|
| |
|
|
| |
|
By: |
/s/ Nicholas C. Bently | |
|
|
Name: |
Nicholas C. Bentley |
|
|
Title: |
Managing Director |
|
|
| |
|
|
| |
|
RIVERSTONE INSURANCE LIMITED | ||
|
|
| |
|
|
| |
|
By: |
/s/ Nicholas C. Bently | |
|
|
Name: |
Nicholas C. Bentley |
|
|
Title: |
Director |
|
ADVENT CAPITAL (HOLDINGS) LTD. | ||
|
|
| |
|
|
| |
|
By: |
/s/ Neil Murdoch Ewing | |
|
|
Name: |
Neil Murdoch Ewing |
|
|
Title: |
Company Secretary |
|
|
| |
|
|
| |
|
ADVENT CAPITAL (NO. 3) LTD | ||
|
|
| |
|
|
| |
|
By: |
/s/ Neil Murdoch Ewing | |
|
|
Name: |
Neil Murdoch Ewing |
|
|
Title: |
Company Secretary |
|
ZENITH INSURANCE COMPANY (Canadian entity) | ||
|
|
| |
|
|
| |
|
By: |
/s/ Lori McDougall | |
|
|
Name: |
Lori McDougall |
|
|
Title: |
Chief Corporate Development Officer |
|
BRIT LIMITED | ||
|
|
| |
|
|
| |
|
By: |
/s/ Matthew Wilson | |
|
|
Name: |
Matthew Wilson |
|
|
Title: |
Group Chief Executive Officer and Director |
|
|
| |
|
|
| |
|
BRIT SYNDICATES LIMITED | ||
|
|
| |
|
|
| |
|
By: |
/s/ Matthew Wilson | |
|
|
Name: |
Matthew Wilson |
|
|
Title: |
Chief Executive Officer and Director |
|
BRIT INSURANCE HOLDINGS LIMITED | ||
|
|
| |
|
|
| |
|
By: |
/s/ Nigel Meyer | |
|
|
Name: |
Nigel Meyer |
|
|
Title: |
Director |
|
|
| |
|
|
| |
|
BRIT INSURANCE (GIBRALTAR) PCC LIMITED | ||
|
|
| |
|
|
| |
|
By: |
/s/ Nigel Meyer | |
|
|
Name: |
Nigel Meyer |
|
|
Title: |
Director |
EXHIBIT 3
POWER OF ATTORNEY
Each person whose signature appears below, each being an authorized representative of the entity beside his or her name, hereby makes, constitutes and appoints Paul Rivett as the true and lawful attorney-in-fact for the entity beside his or her name, for the purpose of, from time to time, executing in the respective entitys name or on the respective entitys behalf, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, documents) determined by Fairfax Financial Holdings Limited or Hamblin Watsa Investment Counsel Ltd. to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including, without limitation, Forms 3, 4, 5, 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to the attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as each entity below might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by the attorney-in-fact shall be conclusively evidenced by the attorney-in-facts execution, delivery, furnishing or filing of the applicable document.
Signature |
|
Entity |
|
Date |
|
|
|
|
|
/s/ Craig Pinnock |
|
Federated Insurance Company of Canada |
|
February 9, 2017 |
Craig Pinnock |
|
|
|
|
|
|
|
|
|
/s/ Craig Pinnock |
|
Northbridge Financial Corporation |
|
February 9, 2017 |
Craig Pinnock |
|
|
|
|
|
|
|
|
|
/s/ Craig Pinnock |
|
Northbridge General Insurance Corporation |
|
February 9, 2017 |
Craig Pinnock |
|
|
|
|
|
|
|
|
|
/s/ Craig Pinnock |
|
Northbridge Personal Insurance Corporation |
|
February 9, 2017 |
Craig Pinnock |
|
|
|
|
|
|
|
|
|
/s/ Dorothy Whitaker |
|
Fairfax (US) Inc. |
|
February 9, 2017 |
Dorothy Whitaker |
|
|
|
|
|
|
|
|
|
/s/ Jan Christiansen |
|
Odyssey Re Holdings Corp. |
|
February 9, 2017 |
Jan Christiansen |
|
|
|
|
|
|
|
|
|
/s/ Jan Christiansen |
|
Odyssey US Holdings Inc. |
|
February 9, 2017 |
Jan Christiansen |
|
|
|
|
Signature |
|
Entity |
|
Date |
|
|
|
|
|
/s/ Kirk M. Reische |
|
Clearwater Select Insurance Company |
|
February 9, 2017 |
Kirk M. Reische |
|
|
|
|
|
|
|
|
|
/s/ Kirk M. Reische |
|
Hudson Insurance Company |
|
February 9, 2017 |
Kirk M. Reische |
|
|
|
|
|
|
|
|
|
/s/ Kirk M. Reische |
|
Hudson Specialty Insurance Company |
|
February 9, 2017 |
Kirk M. Reische |
|
|
|
|
|
|
|
|
|
/s/ Kirk M. Reische |
|
Odyssey Reinsurance Company |
|
February 9, 2017 |
Kirk M. Reische |
|
|
|
|
|
|
|
|
|
/s/ Nicholas C. Bentley |
|
TIG Insurance Company |
|
February 9, 2017 |
Nicholas C. Bentley |
|
|
|
|
|
|
|
|
|
/s/ James V. Kraus |
|
Crum & Forster Holdings Corp. |
|
February 9, 2017 |
James V. Kraus |
|
|
|
|
|
|
|
|
|
/s/ James V. Kraus |
|
The North River Insurance Company |
|
February 9, 2017 |
James V. Kraus |
|
|
|
|
|
|
|
|
|
/s/ James V. Kraus |
|
United States Fire Insurance Company |
|
February 9, 2017 |
James V. Kraus |
|
|
|
|
|
|
|
|
|
/s/ Robert B. Kastner |
|
Newline Corporate Name Limited |
|
February 9, 2017 |
Robert B. Kastner |
|
|
|
|
|
|
|
|
|
/s/ Robert B. Kastner |
|
Newline Holdings U.K. Limited |
|
February 9, 2017 |
Robert B. Kastner |
|
|
|
|
|
|
|
|
|
/s/ Ronald Schokking |
|
CRC Reinsurance Limited |
|
February 9, 2017 |
Ronald Schokking |
|
|
|
|
|
|
|
|
|
/s/ Ronald Schokking |
|
Fairfax (Barbados) International Corp. |
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February 9, 2017 |
Ronald Schokking |
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/s/ Ronald Schokking |
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TIG Insurance (Barbados) Limited |
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February 9, 2017 |
Ronald Schokking |
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