0000899140-13-000271.txt : 20130408 0000899140-13-000271.hdr.sgml : 20130408 20130408171605 ACCESSION NUMBER: 0000899140-13-000271 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20130408 DATE AS OF CHANGE: 20130408 GROUP MEMBERS: XL GROUP INVESTMENTS LLC GROUP MEMBERS: XL GROUP INVESTMENTS LTD GROUP MEMBERS: XL INSURANCE (BERMUDA) LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Five Oaks Investment Corp. CENTRAL INDEX KEY: 0001547546 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 454966519 STATE OF INCORPORATION: MD FISCAL YEAR END: 1212 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-87377 FILM NUMBER: 13749028 BUSINESS ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: SUITE 1432 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 328-9521 MAIL ADDRESS: STREET 1: 641 LEXINGTON AVENUE STREET 2: SUITE 1432 CITY: NEW YORK STATE: NY ZIP: 10022 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: XL Investments Ltd CENTRAL INDEX KEY: 0001570624 IRS NUMBER: 980424162 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE BERMUDIANA ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 BUSINESS PHONE: (441) 292-8515 MAIL ADDRESS: STREET 1: ONE BERMUDIANA ROAD CITY: HAMILTON STATE: D0 ZIP: HM 08 SC 13D 1 f9264308a.htm SCHEDULE 13D f9264308a.htm
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C.  20549

 
SCHEDULE 13D

 
Under the Securities Exchange Act of 1934*

 
Five Oaks Investment Corp.
(Name of Issuer)
 
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
 
33830W106
(CUSIP Number)
 
Matthew J. Murabito, Esq.
General Counsel
XL Group Investments LLC
1540 Broadway, 25th Floor
New York, New York 10036
(212) 915-6140
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

With a copy to:

Robert B Stebbins, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000

March 27, 2013
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  o
 
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.
 
* The remainder of this cover page shall be filled out for a reporting person’s 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).
 
 
Page 1 of 17
 
 
 
SCHEDULE 13D
 
CUSIP No.  33830W106
  
Page 2 of  17 pages
     
1
NAMES OF REPORTING PERSONS
 
XL Investments Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       (a)   o
(b)   x    
  
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS (See Instructions)
 
WC
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,229,167
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,229,167
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,229,167
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
43.70%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO

 
 
 
Page 2 of 17
 
 
SCHEDULE 13D
 
CUSIP No.  33830W106
  
Page 3 of 17 pages
     
1
NAMES OF REPORTING PERSONS
 
XL Group Investments Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       (a)   o
(b)   x
 
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
-0-
 
8
SHARED VOTING POWER
 
3,229,167
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,229,167
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,229,167
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
43.70%
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
Page 3 of 17
 
 
 
 
 
SCHEDULE 13D
 
CUSIP No.  33830W106
  
Page 4 of 17 pages
     
1
NAMES OF REPORTING PERSONS
 
XL Insurance (Bermuda) Ltd
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                       (a)   o
(b)   x
 
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Bermuda
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,237,342
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,229,167
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,237,342
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.81%
 
14
TYPE OF REPORTING PERSON (See Instructions)
 
CO
 
 
 
 
 
Page 4 of 17
 
 
 
SCHEDULE 13D
 
CUSIP No.  33830W106
  
Page 5 of 17 pages
     
1
NAMES OF REPORTING PERSONS
 
XL Group Investments LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)                                      (a)   o
(b)   x
 
3
SEC USE ONLY
 
 
 
4
SOURCE OF FUNDS (See Instructions)
 
N/A
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   o
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
 
-0-
8
SHARED VOTING POWER
 
3,237,342
9
SOLE DISPOSITIVE POWER
 
-0-
10
SHARED DISPOSITIVE POWER
 
3,229,167
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,237,342
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)   o
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
43.81%
14
TYPE OF REPORTING PERSON (See Instructions)
 
OO
 
 
 
 
 
Page 5 of 17
 
 
 
 
Item 1.
Security and Issuer.
 
This statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.01 per share (“Common Stock”), of Five Oaks Investment Corp., a Maryland corporation (the “Company”), and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  The address of the principal executive offices of the Company is 641 Lexington Avenue, Suite 1432, New York, New York 10022.
 
Item 2.
Identity and Background.
 
(a) This Schedule 13D is being filed on behalf of XL Investments Ltd, a Bermuda limited liability company (“XL Investments”), XL Group Investments Ltd, a Bermuda limited liability company (“XLGI Ltd”), XL Insurance (Bermuda) Ltd, a Bermuda limited liability company (“XL Insurance”), and XL Group Investments LLC, a Delaware limited liability company (“XLGI LLC” and, together with XL Investments, XLGI Ltd and XL Insurance, the “Reporting Persons”).
 
(b) The address of the principal office of (i) XL Investments, XLGI Ltd and XL Insurance is One Bermudiana Road, Hamilton HM 08 Bermuda,  (ii) XLGI LLC is 1540 Broadway, 25th Floor, New York, NY 10036, and (iii) each of the entities, directors and executive officers named on Schedule I (each, a “Scheduled Person” and collectively, the “Scheduled Persons”) is listed thereon, which Schedule I is incorporated by reference herein.
 
(c) The principal business of XL Investments is that of a company engaged in making investments.  The principal business of XLGI Ltd is providing investment-related services solely to XL Investments and various other subsidiaries of XL Group plc.  The principal business of XL Insurance is the provision of insurance and reinsurance coverages to industrial, commercial and professional firms, insurance companies and other enterprises on a worldwide basis.  The principal business of XLGI LLC is providing investment-related services solely to subsidiaries of XL Group plc.  The principal business of each of the Scheduled Persons is listed on Schedule I, which Schedule I is incorporated herein by reference.
 
(d) None of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e) None of the Reporting Persons, nor, to their knowledge, any of the Scheduled Persons, has during the last five years been 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.
 
 
 
 
Page 6 of 17
 
 
 
(f) Each of XL Investments, XLGI Ltd and XL Insurance is organized under the laws of Bermuda.  XLGI LLC is organized under the laws of Delaware.  Except as otherwise indicated on Schedule I hereto, each of the directors and executive officers named on Schedule I hereto is a United States citizen, which Schedule I is incorporated herein by reference.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
In March 2012, XL Investments acquired 1,562,500 shares (after giving effect to the Reverse Stock Split (as defined below)) of the Company’s Common Stock for an aggregate purchase price of $25,000,000.  In connection with this purchase of Common Stock and the agreement of XL Investments to purchase from the Company certain additional shares of Common Stock in the future under certain circumstances, XL Investments also received warrants (the “Warrants”) to purchase 3,125,000 shares (after giving effect to the Reverse Stock Split) of Common Stock at an exercise price per share equal to 105% of the price per share of Common Stock in the Company’s initial public offering (the “IPO”), which was consummated on March 27, 2013.  The Warrants are not currently exercisable until July 25, 2013 and thus are not currently beneficially owned by any of the Reporting Persons.
 
In March 2012, in connection with the acquisition by XL Investments of the Common Stock and the Warrants described above, XL Global, Inc. (“XL Global”) acquired an equity interest in Oak Circle Capital Partners LLC (“Oak Circle”); Oak Circle serves as the manager of the Company.  Pursuant to the Amended and Restated Letter Agreement, dated as of March 25, 2013 (the “Plan Letter Agreement”), between the Company, XL Global, Oak Circle and certain officers and employees of Oak Circle (such officers and employees, the “Initial Members”), if Oak Circle receives any grants of Common Stock from the Company pursuant to the Five Oaks Investment Corp. Manager Equity Plan, any such grants not subsequently allocated by Oak Circle to any of its employees who are not Initial Members, shall be allocated among the holders of equity interests in Oak Circle pro rata in respect of the amounts of equity interests held at the time of grant.
 
On March 27, 2013, immediately prior to completion of the IPO, the Company conducted a one-for-16 reverse stock split (the “Reverse Stock Split”).  On March 27, 2013, pursuant to its prior agreements, XL Investments purchased 1,666,667 shares of Common Stock in a private placement concurrent with the Company’s IPO for an aggregate purchase price of $25,000,005 (the “Private Placement”).
 
 
 
 
Page 7 of 17
 
 
 
The total amount of funds used by XL Investments to purchase these shares of Common Stock and Warrants from March 2012 through March 27, 2013 was $50,000,005, before transactions costs.  All of the funds required to acquire these shares of Common Stock and Warrants were furnished from the working capital of XL Investments.
 
On March 27, 2013, Oak Circle distributed 8,175 shares of Common Stock to XL Global in accordance with the terms and provisions of the Plan Letter Agreement described above.  XL Global did not pay any additional consideration for such shares of Common Stock distributed to it pro rata in respect of its equity interest in Oak Circle.  The shares of Common Stock received by XL Global on March 27, 2013 in accordance with the terms and provisions of the Plan Letter Agreement are subject to certain vesting requirements, though XL Global has the right to vote all such unvested shares of Common Stock and thus such shares may be deemed to be beneficially owned by XL Global.
 
Item 4.
Purpose of Transaction.
 
The acquisitions by XL Investments of the Common Stock and the Warrants were effected because of the Reporting Persons’ belief that the Common Stock represented an attractive investment.  As described above, the allocation by Oak Circle to XL Global of shares of Common Stock was pursuant to the terms of the Plan Letter Agreement.  The Reporting Persons may from time to time acquire additional shares of the Company’s Common Stock or engage in discussions with the Company concerning further acquisitions of shares of its Common Stock or further investments in the Company.  Such further acquisitions or investments could be material.  The Reporting Persons intend to review their investment in the Company on a continuing basis and, depending on the price and availability of shares of Common Stock, subsequent developments affecting the Company, the Company’s business and prospects, other investments and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase, or to decrease, the size of their investment in the Company or to sell any or all of the securities of the Company that they hold.
 
XL Investments is a company engaged in making investments.  In connection with that business, the Reporting Persons periodically seek to make significant investments in the entities in which they invest and/or engage in discussions with the management of the entities in which they invest.  The Reporting Persons may in the future seek to engage in discussions with management and the board of directors of the Company concerning the business, strategy and/or operations of the Company and/or concerning potential investments by the Reporting Persons in securities of the Company and/or its subsidiaries.  Such discussions may relate to one or more of the transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
 
 
 
 
Page 8 of 17
 
 
 
Except as set forth in this statement, none of the Reporting Persons, nor, to the best of their knowledge, any Scheduled Person, has any plans or proposals that relate to or would result in:  (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above.
 
Item 5.
Interest in Securities of the Issuer.
 
(a) As of March 27, 2013, after giving effect to the IPO and the Private Placement, each of XL Investments and XLGI Ltd may be deemed to beneficially own 3,229,167 shares of Common Stock, representing 43.70% of the outstanding shares of Common Stock, based on 7,389,250 shares of Common Stock outstanding as of March 27, 2013 (after giving effect to the IPO and the Private Placement), as reported by the Company to representatives of XL Investments.   As of March 27, 2013, after giving effect to the IPO and the Private Placement, each of XL Insurance and XLGI LLC may be deemed to beneficially own 3,237,342 shares of Common Stock, representing 43.81% of the outstanding shares of Common Stock, based on 7,389,250 shares of Common Stock outstanding as of March 27, 2013 (after giving effect to the IPO and the Private Placement).
 
The Reporting Persons may be deemed to constitute a “person” or “group” within the meaning of Section 13(d)(3) of the Exchange Act.  The filing of this Schedule 13D shall not be construed as an admission of such beneficial ownership or that the Reporting Persons constitute a person or group.
 
 
 
 
 
Page 9 of 17
 
 
 
(b) Each of the Reporting Persons shares the power to vote or to direct the vote and to dispose or to direct the disposition of 3,229,167 shares of Common Stock it may be deemed to beneficially own.  In addition, each of XL Insurance and XLGI LLC share the power to vote or to direct the vote of 8,175 additional shares of Common Stock they may be deemed to beneficially own.
 
(c) As described above, (i) on March 27, 2013, pursuant to its prior agreements, XL Investments purchased 1,666,667 shares of Common Stock pursuant to the Private Placement for an aggregate purchase price of $25,000,005 and (ii) on March 27, 2013, Oak Circle distributed 8,175 shares of Common Stock to XL Global in accordance with the terms and provisions of the Plan Letter Agreement described above.  XL Global did not pay any additional consideration for such shares of Common Stock.
 
No other transactions in Common Stock were effected during the past sixty days by the Reporting Person or, to their knowledge, any of the Scheduled Persons.
 
(d) Except as set forth in this Item 5, no person other than each respective record owner referred to herein of the shares of Common Stock 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, such shares of Common Stock.
 
(e) Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
 
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into the Joint Filing Agreement attached hereto as Exhibit A with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto.
 
The Company, XL Investments, Oak Circle and certain officers and employees of Oak Circle entered into the Amended and Restated Registration Rights Agreement, dated as of December 18, 2012 (as amended, the “RRA”).  Pursuant to the RRA, XL Investments and its affiliates have certain demand and piggyback registration rights as to shares they own of Common Stock, in each case commencing 180 days after the IPO.  This description of certain provisions of the RRA is qualified in its entirety by reference to the copy of the form of RRA filed as Exhibit 10.2  to the Company’s Registration Statement on Form S-11, File No. 333-185570, as originally filed with the Securities and Exchange Commission on December 20, 2012, or as subsequently amended (the “Registration Statement”), which is hereby incorporated by reference herein.
 
 
 
 
Page 10 of 17
 
 
Pursuant to the Plan Letter Agreement (as defined above), if Oak Circle receives any grant of Common Stock from the Company pursuant to the Plan, any such grants not subsequently allocated by Oak Circle to any of its employees who are not Initial Members, shall be allocated among the holders (including XL Global) of equity interests in Oak Circle pro rata in respect of the amounts of equity interests held at the time of grant.  This description of certain provisions of the Plan Letter Agreement is qualified in its entirety by reference to the copy of the Plan Letter Agreement filed as Exhibit 10.3 to the Registration Statement, which is hereby incorporated by reference herein.
 
Pursuant to a separate Amended and Restated Letter Agreement, dated as of March 25, 2013, between the Company, XL Global, Oak Circle and the Initial Members, if any Initial Member receives any amounts from the Company (other than as covered by the Plan Letter Agreement), any of its subsidiaries or any other fund or vehicle in the future managed by Oak Circle or any of its affiliates, XL Global shall be entitled to receive a certain portion of such amounts based on its equity interest in Oak Circle at such time.
 
Pursuant to the Warrants (as defined above), XL has the right to purchase 3,125,000 shares (after giving effect to the Reverse Stock Split) of Common Stock at an exercise price per share equal to $15.75.  The Warrants are exercisable commencing July 25, 2013 and have an expiration date of September 29, 2019.  The exercise price and the number of shares of Common Stock subject to the Warrants are subject to adjustment from time to time in accordance with the terms set forth therein.  This description of certain provisions of the Warrants is qualified in its entirety by reference to the copy of the form of Warrant filed as Exhibit 10.4 to the Registration Statement, which is hereby incorporated by reference herein.
 
Pursuant to a Letter Agreement, dated as of January 28, 2013, between XL Investments and the Company, the Company agreed that XL Investments will be permitted to transfer its shares of Common Stock to any affiliate of XL Investments, subject to certain restrictions.
 
Pursuant to a Letter Agreement, dated as of March 12, 2013 (the "Lock-Up Letter Agreement"), XL Investments agreed with the underwriters in the IPO that for 180 days after closing of the IPO (subject to extension in certain circumstances), XL Investments will not, subject to certain exceptions, sell or transfer any shares of Common Stock without the prior consent of the representatives of the underwriters.
 
 
Item 7.
  Material to Be Filed as Exhibits.
 
 
     
     
 
Exhibit 24.
Limited Power of Attorney, dated as of April 4, 2013, executed by the Reporting Persons.
     
 
Exhibit 99.1.
Joint Filing Agreement, dated as of April 8, 2013, by and among XL Investments, XLGI Ltd, XL Insurance and XLGI LLC.
     
 
Exhibit 99.2.
Amended and Restated Registration Rights Agreement, dated as of December 18, 2012, by and among the Company, XL Investments, Oak Circle and certain other persons party thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-11, File No. 333-185570, as originally filed with the Securities and Exchange Commission on December 20, 2012 and as subsequently amended).
 
 
 

 
 
Page 11 of 17
 
 
 
     
 
Exhibit 99.3.
Amended and Restated Letter Agreement, dated as of March 25, 2013, between the Company, XL Global, Oak Circle Capital Partners LLC,  and the other persons party thereto (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-11, File No. 333-185570, as originally filed with the Securities and Exchange Commission on December 20, 2012 and as subsequently amended).
     
 
Exhibit 99.4.
Amended and Restated Letter Agreement, dated as of March 25, 2013, between the Company, XL Global, Oak Circle Capital Partners LLC,  and the other persons party thereto.
     
 
Exhibit 99.5.
Form of Warrant as to the purchase by XL Investments of shares of Common Stock of the Company (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1, File No. 333-185570, as originally filed with the Securities and Exchange Commission on December 20, 2012 and as subsequently amended).
     
 
Exhibit 99.6.
Letter Agreement, dated as of January 28, 2013, between XL Investments and the Company.
     
  Exhibit 99.7. 
Lock-Up Letter Agreement, dated as of March 12, 2013, between XL Investments, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC incorporated herein by reference to Exhibit 1.1 to the Company’s Registration Statement on Form S-11/A, File No. 333-185570, as originally filed with the Securities and Exchange Commission on January 22, 2013 and as subsequently amended).
 
 
 
 
Page 12 of 17
 
 
 
SIGNATURES
 
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
 
Dated:  April 8, 2013
XL INVESTMENTS LTD
 
 
By:
/s/ George Bumeder         
George Bumeder as Authorized Person
 
Dated:  April 8, 2013
XL GROUP INVESTMENTS LTD
 
 
By:
/s/ George Bumeder         
George Bumeder as Authorized Person
 
Dated:  April 8, 2013
XL INSURANCE (BERMUDA) LTD
 
 
By:
/s/ George Bumeder         
George Bumeder as Authorized Person
 
Dated:  April 8, 2013
XL GROUP INVESTMENTS LLC
 
 
By:
/s/ George Bumeder         
George Bumeder as Authorized Person
 
 
Page 13 of 17
 
 
 
 
SCHEDULE I
 
XL Global is a wholly owned subsidiary of X.L. America, Inc., which is a wholly owned subsidiary of XL Financial Holdings (Ireland) Limited, which is a wholly owned subsidiary of XL Insurance.  XLGI LLC is a wholly owned subsidiary of XL Reinsurance America Inc., which is a wholly owned subsidiary of X.L. America, Inc.  XL Insurance is a wholly owned subsidiary of EXEL Holdings Limited, which is a wholly owned subsidiary of XL Company Switzerland GmbH, which is a wholly owned subsidiary of XLIT Ltd, which is a wholly owned subsidiary of XL Group plc.
 
X.L. America, Inc. is organized in Delaware with its principal place of business located at Seaview House, 70 Seaview Avenue, Stamford, CT 06902.  XL Financial Holdings (Ireland) Limited is organized in Ireland with its principal place of business located at La Touche House, International Financial Services Centre, Dublin 1, Ireland.  XL Reinsurance America Inc. is organized in New York with its principal place of business located at 70 Seaview Avenue, Stamford, CT 06902.  EXEL Holdings Limited is organized in the Cayman Islands with its principal place of business located c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.  XL Company Switzerland GmbH is organized in Switzerland with its principal place of business located c/o Reichlin & Hess, Hoftstrasse I.A. CH-6034, Zug, Switzerland.  XLIT Ltd. is organized in the Cayman Islands with its principal place of business located c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.  XL Group plc is organized in Ireland with its principal place of business located at No. 1 Hatch Street Upper, 4th Floor, Dublin 2, Ireland.
 
Set forth below is the name, business address, and present principal occupation of each of the executive officers and directors of XL Group plc and of each of the Reporting Persons.   Except as otherwise indicated, each such person is a citizen of the United States.
 
XL Group plc
 
Name
Present Business Address
Present Principal Occupation
 
Directors:
 
Robert R. Glauber
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
Lecturer, Harvard Kennedy School of Government
Ramani Ayer
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
Retired, former Chairman and
CEO of the Hartford Financial Services Group, Inc.
Dale Comey
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
Retired, former Executive Vice President, ITT Corporation
Herbert Haag (citizen of Switzerland)
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
Retired, former President and CEO, PartnerRe Ltd.
Suzanne Labarge (citizen of Canada)
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
Retired, former Vice Chairman and
Chief Risk Officer, Royal Bank of Canada (RBC Financial Group
 
 
 
 
 
Page 14 of 17
 
 
 

 
Joseph Mauriello
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
Retired, former Deputy Chairman and
Chief Operating Officer, KPMG LLP (United States)
Michael McGavick
100 Washington Blvd.,
Stamford, CT 06902
CEO, XL Group plc
Eugene M. McQuade
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
CEO, Citibank, N.A.
Clayton S. Rose
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
Professor of Management Practice,
Harvard Business School
John M. Vereker (citizen of United Kingdom)
No. 1 Hatch Street Upper,
4th Floor, Dublin 2, Ireland
Retired, former Governor and
Commander-in-Chief, Bermuda

 
Executive Officers Not Otherwise Listed Above:
 
Susan L. Cross
100 Washington Blvd.,
Stamford, CT 06902
Executive Vice President and
Global Chief Actuary
Kirstin Gould
One Bermudiana Road,
Hamilton, Bermuda HM 08
Executive Vice President,
General Counsel and Secretary
Gregory S. Hendrick
100 Washington Blvd.,
Stamford, CT 06902
Executive Vice President and
Chief Executive, Insurance Operations
Myron Hendry
100 Washington Blvd.,
Stamford, CT 06902
Executive Vice President and
Chief Platform Officer
Peter R. Porrino
100 Washington Blvd.,
Stamford, CT 06902
Executive Vice President and
Chief Financial Officer
Jacob D. Rosengarten
100 Washington Blvd.,
Stamford, CT 06902
Executive Vice President and
Chief Enterprise Risk Officer
Sarah E. Street (citizen of United Kingdom)
1540 Broadway,
New York, NY 10036
Executive Vice President and
Chief Investment Officer
James Veghte
100 Washington Blvd.,
Stamford, CT 06902
Executive Vice President and
Chief Executive, Reinsurance Operations
Eileen Whelley
 
100 Washington Blvd.,
Stamford, CT 06902
Executive Vice President and
Chief Human Resources Officer
 
 
 
 
Page 15 of 17
 
 
 
XL Investments
 
Name
Present Business Address
Present Principal Occupation
 
Directors:
 
Stuart Clare
(citizen of Australia)
One Bermudiana Road,
Hamilton, Bermuda HM 08
Senior Vice President and
Head of Investment Operations, XLGI Ltd
Mary Hayward
(citizen of Bermuda)
One Bermudiana Road,
Hamilton, Bermuda HM 08
Senior Vice President and
Head of Fixed Income, XLGI Ltd
C. Stanley Lee
(citizen of Bermuda)
One Bermudiana Road,
Hamilton, Bermuda HM 08
Chief Financial Officer,
XL Insurance
     
Executive Officers Not Otherwise Listed Above:
 
None
    

XLGI Ltd
 
Name
Present Business Address
Present Principal Occupation
 
Directors:
 
Stuart Clare
(citizen of Australia)
One Bermudiana Road,
Hamilton, Bermuda HM 08
Senior Vice President and
Head of Investment Operations
Mary Hayward
(citizen of Bermuda)
One Bermudiana Road,
Hamilton, Bermuda HM 08
Senior Vice President and
Head of Fixed Income
C. Stanley Lee
(citizen of Bermuda)
One Bermudiana Road,
Hamilton, Bermuda HM 08
Chief Financial Officer,
XL Insurance
Sarah E. Street (citizen of United Kingdom)
1540 Broadway,
New York, NY 10036
Executive Vice President and
Chief Investment Officer, XL Group plc
Executive Officers Not Otherwise Listed Above:
 
None
 
    
 
 
 
 
Page 16 of 17
 
 
 

XL Insurance
 
Name
 
Present Business Address
Present Principal Occupation
Directors:
 
Kimberly Holmes
One Bermudiana Road,
Hamilton, Bermuda HM 08
Senior Vice President,
Strategic Analytics
Matthew Irvine (citizen of United Kingdom)
One Bermudiana Road,
Hamilton, Bermuda HM 08
Chief Underwriting Officer
Fielding Norton
One Bermudiana Road,
Hamilton, Bermuda HM 08
Deputy  Chief Enterprise Risk Officer,
XL Group plc
 
Simon Rich (citizen of United Kingdom)
One Bermudiana Road,
Hamilton, Bermuda HM 08
Global Treasurer,
XL Group plc
Patrick D. Tannock (citizen of Bermuda)
One Bermudiana Road,
Hamilton, Bermuda HM 08
President
Executive Officers Not Otherwise Listed Above:
 
James Loder
One Bermudiana Road,
Hamilton, Bermuda HM 08
Chief Underwriting Officer,
Transactional and Complex Risk
Kim Wilkerson (citizen of Bermuda)
One Bermudiana Road,
Hamilton, Bermuda HM 08
General Counsel
Catherine Duffy (citizen of Bermuda)
One Bermudiana Road,
Hamilton, Bermuda HM 08
Underwriting Manager
Carla Greaves (citizen of Bermuda)
One Bermudiana Road,
Hamilton, Bermuda HM 08
Chief Excess Casualty Underwriter
Kevin Topple (citizen of United Kingdom)
One Bermudiana Road,
Hamilton, Bermuda HM 08
Regional Head of Claims - Bermuda

XLGI LLC
 
Name
Present Business Address
Present Principal Occupation
 
Managers:
 
Sarah E. Street (citizen of United Kingdom)
1540 Broadway,
New York, NY 10036
Executive Vice President and
Chief Investment Officer, XL Group plc
Thomas Burke
1540 Broadway,
New York, NY 10036
Executive Vice President,
Head of Alternatives
Executive Officers Not Otherwise Listed Above:
 
W. Steadman Watson, Jr.
1540 Broadway,
New York, NY 10036
Executive Vice President,
Global Head, Strategy and Analytics
 
Jeffrey Lobo
1540 Broadway,
New York, NY 10036
Senior Vice President,
Head of Investment Risk
David Czerniecki
1540 Broadway,
New York, NY 10036
Senior Vice President,
Senior Portfolio Manager
 
Matthew Murabito
1540 Broadway,
New York, NY 10036
General Counsel and Secretary
George Bumeder
1540 Broadway,
New York, NY 10036
Senior Vice President,
Investment Manager Business and Alternatives

 
 
Page 17 of 17
 EX-99.1 2 f9264308b.htm JOINT FILING AGREEMENT f9264308b.htm

 

 
EXHIBIT 99.1
 
JOINT FILING AGREEMENT
 
THIS JOINT FILING AGREEMENT is entered into as of April 8, 2013, by and among the parties signatories hereto.  The undersigned hereby agree that the Statement on Schedule 13D with respect to the shares of the common stock, par value $0.01 per share, of Five Oaks Investment Corp., a Maryland corporation, is, and any amendment thereafter signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
 

 
 
Dated:  April 8, 2013
XL INVESTMENTS LTD
 
 
By:
/s/ George Bumeder         
George Bumeder as Authorized Person
 
Dated:  April 8, 2013
XL GROUP INVESTMENTS LTD
 
 
By:
/s/ George Bumeder         
George Bumeder as Authorized Person
 
Dated:  April 8, 2013
XL INSURANCE (BERMUDA) LTD
 
 
By:
/s/ George Bumeder         
George Bumeder as Authorized Person
 
Dated:  April 8, 2013
XL GROUP INVESTMENTS LLC
 
 
By:
/s/ George Bumeder         
George Bumeder as Authorized Person
 

 
 EX-99.4 3 f9264308c.htm AMENDED AND RESTATED LETTER AGREEMENT f9264308c.htm
EXHIBIT 99.4
 
 
 
XL Global, Inc.
Seaview House, 70 Seaview Avenue
Stamford, Connecticut 06902-6040
United States
March 25, 2013
 
Oak Circle Capital Partners LLC
Mr. David Carroll
Mr. Paul Chong
Mr. Darren Comisso
Mr. Thomas Flynn
Mr. David Oston
641 Lexington Avenue, Suite 1432
New York, New York 10022
 
Re:           Oak Circle Capital Partners LLC
 
Dear Colleagues:
 
On January 7, 2013, we entered into a letter agreement (the "Original Letter Agreement") with you. The parties hereto agree that upon execution of this letter agreement (the “Letter Agreement”), the Original Letter Agreement shall have no further force or effect.
 
This Letter Agreement is intended to confirm our collective agreement with respect to (i) the treatment of any and all amounts (including, without limitation, compensation) paid, allocated, distributed, payable, allocable or distributable by Five Oaks Investment Corp., a Maryland corporation (the “REIT”), any of the REIT’s subsidiaries, or any other funds or vehicles advised or managed, now or in the future, by Oak Circle Capital Partners LLC, a Delaware limited liability company (the “Manager”), or any of its affiliates (the REIT and its subsidiaries together with any such funds and vehicles, the “Advised Funds”), directly or indirectly, to, or for the benefit of, any Initial Member (as defined below) or any Family Member (as defined below) of any Initial Member, and (ii) the treatment of any and all amounts (including, without limitation, fees and/or compensation) paid, allocated, distributed, payable, allocable or distributable by any of the Advised Funds, directly or indirectly, to the Manager or any of its controlled affiliates that the Manager or such affiliate intends to assign or transfer (including the assignment or transfer of a beneficial interest to such fees or compensation or the entry into any swap or similar agreement that transfers, in whole or in part, the economic consequences of the fees or compensation), directly or indirectly, to, or for the benefit of, any of the Initial Members or any Family Member of any Initial Member (other than any awards (“Initial Member Plan Awards”) granted pursuant to the Five Oaks Investment Corp. Manager Equity Plan (the “Plan”) that are covered by that certain letter agreement, dated as of December 18, 2012, by and among each of the parties hereto (the “Plan Letter Agreement”)).  For the avoidance of doubt, this Letter Agreement shall not be applicable to any Initial Member Plan Awards, and the terms and conditions of the Plan Letter Agreement shall instead apply to any such Initial Member Plan Awards.
 
(1)  
In the event that any Initial Member or any of its Family Members or any of their designees is awarded, granted, paid or otherwise receives, directly or indirectly,
 
 
 
 
 
 
 
any Direct Compensation (as defined below), such Initial Member shall take any and all actions required in order to transfer to XL Global, Inc. (or such Person as XL Global, Inc. shall have previously designated, in its sole and absolute discretion, in writing to such Initial Member), with immediate effect, for no additional consideration, all of such Initial Member’s or its Family Member’s or any of their designees, as applicable, right, title and interest in the percentage of such Direct Compensation equal to the amount of interest in the Manager held by all Class A-2 members at the time such compensation is granted; provided, that if any such Direct Compensation to be received by an Initial Member or any of its Family Members or any of their designees takes more than one form (for example, a cash grant coupled with options), XL Global, Inc. (or its designee) shall receive its portion of each such form.  The Direct Compensation so transferred to XL Global, Inc. (or its designee) pursuant to this clause (1) shall be subject to the same terms and conditions (including vesting) as the Direct Compensation retained by the Initial Member or its Family Members or their designees, as applicable, and the Initial Member shall take all actions necessary to ensure that no additional restrictions apply to the Direct Compensation that is transferred to XL Global, Inc. (or its designee) and that any beneficial changes (for example, accelerated vesting) to the restrictions on the Direct Compensation retained by the Initial Member or its Family Members or any of their designees, as applicable, is similarly applied to the Direct Compensation that is transferred to XL Global, Inc. (or its designee).
 
(2)  
With respect to any Indirect Compensation (as defined below), the Manager or its controlled affiliate, as applicable, shall transfer only the percentage of such Indirect Compensation equal to 100% minus the percentage interest in the Manager held by all Class A-2 Members at the time such compensation is granted that the Manager or its controlled affiliate, as applicable, has so determined to transfer, directly or indirectly, to such Initial Member or any of its Family Members or any of their designees and the remaining percentage of such Indirect Compensation shall be either, at the election of XL Global, Inc. (A) retained by the Manager or its controlled affiliate, as applicable (any such retained Indirect Compensation hereinafter referred to as, the “Specially Allocated Compensation”), and any allocations or distributions in respect of such Specially Allocated Compensation shall be specially allocated and distributed to XL Global, Inc. (or its designee) at such time as the Manager or its controlled affiliate, as applicable, is required to take such Specially Allocated Compensation into income (for example, upon the exercise of an option or the vesting of a share of stock), or (B) transferred to XL Global, Inc. (or its designee) at the same time as the Indirect Compensation is transferred to the Initial Member or any of its Family Members or any of their designees.  The parties hereto agree that XL Global, Inc. (or its designee) shall have the sole and exclusive authority to direct the Manager or its controlled affiliate, as applicable, to take or refrain from taking any discretionary actions afforded to the Manager or such affiliate in respect of the related Specially Allocated Compensation (including, without limitation, the right to exercise any options or stock appreciation rights, the right to net exercise or engage in a broker assisted cashless exercise, etc.).  The Manager shall take all actions necessary to ensure that any Specially Allocated Compensation and any amount transferred pursuant to clause (B) above are not subject to any restrictions beyond the restrictions that apply to
 
 
 
- 2 -
 
 
 
the Manager or its controlled affiliate, as applicable, in respect of such compensation (for example, vesting terms or transfer restrictions).
 
(3)  
In the event that any Indirect Compensation (other than any Specially Allocated Compensation) reverts back to the Manager or its controlled affiliate, as applicable, because an Initial Member or any of its Family Members or any of their designees has not met the relevant vesting conditions, then XL Global, Inc. shall not be entitled to a share of such Indirect Compensation to the extent that the Manager or its controlled affiliate retains the Specially Allocated Compensation granted in connection with the direct or indirect transfer of the Indirect Compensation to the Initial Member or any of its Family Members or any of their designees.
 
(4)  
For purposes of this Letter Agreement only, the following terms shall have the meaning set forth below:
 
a.  
“Direct Compensation” means any amounts referred to in clause (i) of the second paragraph of this Letter Agreement.  For the avoidance of doubt, Direct Compensation includes, without limitation, any awards granted pursuant to the Plan directly to an Initial Member or any Family Member of such Initial Member or any of their designees, which direct grants are not currently permitted pursuant to the terms of the Plan or the Plan Letter Agreement.
 
b.  
“Family Member” means, with respect to any person, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of such person, including adoptive relationships, any person sharing such person’s household (other than a tenant or employee), a trust in which any of such person together with the family member’s of such person have more than fifty percent (50%) of the beneficial interests, a foundation in which such person together with the family member’s of such person controls the management of assets, and any other entity in which such person together with the family member’s of such person owns more than fifty percent (50%) of the interests.
 
c.  
“Indirect Compensation” means any amounts referred to in clause (ii) of the second paragraph of this Letter Agreement.
 
d.  
“Initial Member” means each of David Carroll, Paul Chong, Darren Comisso, Thomas Flynn and David Oston.
 
(5)  
For illustration purposes:
 
Assuming that on July 5, 2013 all Class A-2 members hold in aggregate a 30% interest in the Manager.  On July 5, 2013, the Manager receives from a newly formed Advised Fund, in the aggregate, 1,400 shares of common stock of the Advised Fund, the entirety of which the Manager wishes to distribute pro rata to the five Initial Members.  However, pursuant to Section 2 of this Letter Agreement, 196 such shares of common
 
 
 
- 3 -
 
 
stock would be distributed to each of such five Initial Members and the remaining 420 such shares of common stock would be retained by the Manager and specially allocated and distributed to XL Global, Inc. (or its designee).
 
All rights and obligations conferred on XL Global, Inc. pursuant to this Letter Agreement may be transferred or assigned to any Affiliate of XL Global, Inc. provided that (i) the Manager is given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of such transferee or assignee and (ii) such transferee or assignee agrees in writing to be bound hereby.
 
This Letter Agreement, and the terms hereof, shall be considered “Confidential Information” as defined in the Manager’s Operating Agreement, as the same may be amended from time to time.
 
The provisions of this Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to principles of conflicts of law.  This Letter Agreement may be executed in multiple counterparts which, taken together, shall constitute one and the same agreement.  Signatures transmitted by facsimile or electronic mail will be deemed originals for purposes of this Letter Agreement.
 
This Letter Agreement may not be modified, amended, supplemented, canceled, or discharged, except by written instrument executed by each of the undersigned.
 

 
[Signature Page Follows]
 
 
 
- 4 -
 
 
Please acknowledge your agreement to the foregoing Letter Agreement by signing below.
 
Sincerely,
 
XL Global, Inc.
 
By:  /s/ George Bumeder      
Name:  George Bumeder
Title:  Vice President
 
Acknowledged and Agreed
 
Oak Circle Capital Partners LLC

 
 
By:  /s/ David Oston      
Name:  David Oston
Title:  CFO
 
 
 
/s/ David Carroll        
David Carroll
 
 
 
/s/ Paul Chong        
Paul Chong
 
 
 
/s/ Darren Comisso      
Darren Comisso
 
 
 
/s/ Thomas Flynn      
Thomas Flynn
 
 
 
/s/ David Oston        
David Oston
 
 
 
[Signature Page to A&R Oak Circle Capital Partners LLC Letter Agreement re REIT Compensation]
 
 EX-99.6 4 f9264308d.htm LETTER OF AGREEMENT f9264308d.htm
EXHIBIT 99.6
 
 
 
 
January 28,2013
 
 
 
XL Investments Ltd
One Bermudiana Road
Hamilton HM08
Bermuda
 
Re:           Transfers
 
Ladies and Gentlemen:
 
1.      This letter (the “Letter Agreement”) will confirm our agreement that XL Investments Ltd (the “Investor”) will be permitted to transfer its shares of common stock of Five Oaks Investment Corp. (the “Company”) to any Affiliate of the Investor, without fee, premium or penalty; provided, that any such transfer is otherwise subject to (a) such legal, tax and regulatory considerations as reasonably determined by the Board of Directors of the Company, and (b) the transferee giving to the Company’s reasonable satisfaction such representations, warranties and undertakings as the Company shall reasonably require.  “Affiliate” shall mean, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such first Person.  “Person” shall mean an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or other enterprise, or any governmental or political subdivision or agency, bureau, department or instrumentality thereof.
 
2.      This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.  The Company, on the one hand, and the Investor, on the other hand, each (a) irrevocably and unconditionally consent to the personal jurisdiction and venue of the courts located in City and County of New York or in the United States District Court for the Southern District of New York; (b) agree that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (c) agree that it shall not bring any action relating to this Letter Agreement or otherwise in any court other than the courts located in City and County of New York or in the United States District Court for the Southern District of New York; and (d) irrevocably waive the right to trial by jury.
 
3.      This Letter Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  No party hereto may assign or otherwise transfer either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other parties hereto.  Any purported transfer without such consent shall be void.  No amendment, modification, supplement or waiver of any provision of this Letter Agreement shall be effective unless it is in writing and signed by the party or parties hereto affected thereby,
 
 
 
 
 
 
 
 
 
and then only in the specific instance and for the specific purpose stated therein.  Any waiver by any party hereto of a breach of any provision of this Letter Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Letter Agreement.  The failure of a party hereto to insist upon strict adherence to any term of this Letter Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Letter Agreement.
 
[signature page follows]
 
 
 
 
 
 

 
 
2
 
 
 
 
 
Very truly yours,
   
 
Five Oaks Investment Corp.
   
 
By:    /s/ David Oston                          
 
Name:    David Oston                           
 
Title:  Chief Financial Officer              
 
 
ACKNOWLEDGED AND ACCEPTED AS OF THE DATE ABOVE:
 
 
XL Investments Ltd
 
By:  /s/ Stuart Clare                                                         
Name:  Stuart Clare                                                          
Title:  Senior Vice President and Director                    
 
 
 EX-24 5 f9264308e.htm LIMITED POWER OF ATTORNEY f9264308e.htm
 
Exhibit 24

LIMITED POWER OF ATTORNEY
FOR SECURITIES OWNERSHIP REPORTING OBLIGATIONS


Know all by these presents that each of the undersigned hereby makes, constitutes and appoints each of Thomas Burke and George Bumeder, and each of them acting singly, as its true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1) prepare, execute, acknowledge, deliver, file and/or maintain any Schedule 13D or 13G (including any amendments thereto) with respect to the securities of Five Oaks Investment Corp. (the "Company"), with the United States Securities and Exchange Commission and any national securities exchanges, as considered necessary or advisable under the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");

(2) perform any and all other acts which in the discretion of each such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

Each of the undersigned acknowledges that:

(1) this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his discretion on information provided to such attorney-in-fact without independent verification of such information;

(2) any documents prepared and/or executed by each such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will, subject to any applicable law, be in such form and will contain such information and disclosure as such attorney-in-fact, in his discretion, deems necessary or desirable;

(3) neither of the attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the respective requirements of the Exchange Act, or (ii) any liability of the undersigned for any failure to comply with such requirements; and

(4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act.

Each of the undersigned hereby gives and grants each of the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as such undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of such undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.
 
 
 
 
 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13Ds or Schedule 13Gs with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


[Signatures follow]
 
 
 
 
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of April, 2013.


 
 
 
XL Insurance (Bermuda) Ltd
 
 
By: /s/ Matthew G. Irvine   
   
   
Name:  Matthew G. Irvine
   
Title:  Director


 
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of April, 2013.


 
 
 
XL Investments Ltd
 
 
By:  /s/ Kevin Hovi     
   
   
Name:  Kevin Hovi
   
Title:  VP, Senior Investment Analyst


 
 
 
 
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of April, 2013.


 
 
 
XL Group Investments Ltd
 
 
By:  /s/ Samuel Tucker    
   
   
Name:  Samuel Tucker
   
Title:  VP, Senior Investment Analyst


 
 
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of April, 2013.


 
 
 
XL Group Investments LLC
 
 
By:  /s/ Matthew Murabito  
   
   
Name:  Matthew Murabito
   
Title:  Secretary