0001193125-15-275010.txt : 20150803 0001193125-15-275010.hdr.sgml : 20150801 20150803171152 ACCESSION NUMBER: 0001193125-15-275010 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150803 DATE AS OF CHANGE: 20150803 GROUP MEMBERS: MONTPELIER REINSURANCE LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Capital Reinsurance Holdings Ltd. CENTRAL INDEX KEY: 0001582086 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 981120002 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87699 FILM NUMBER: 151023164 BUSINESS ADDRESS: STREET 1: 94 PITTS BAY RD. CITY: PEMBROKE STATE: D0 ZIP: HM08 BUSINESS PHONE: 4412997595 MAIL ADDRESS: STREET 1: 94 PITTS BAY RD. CITY: PEMBROKE STATE: D0 ZIP: HM08 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENDURANCE SPECIALTY HOLDINGS LTD CENTRAL INDEX KEY: 0001179755 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 980392908 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: WELLESLEY HOUSE, 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: 00000 BUSINESS PHONE: 441-278-0400 MAIL ADDRESS: STREET 1: WELLESLEY HOUSE, 90 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HMO8 SC 13D/A 1 d63177dsc13da.htm SC 13D/A SC 13D/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

 

 

Blue Capital Reinsurance Holdings Ltd.

(Name of Issuer)

Common Shares, par value $1.00 per share

(Title of Class of Securities)

G1190F107

(CUSIP Number)

John V. Del Col, Esq.

General Counsel & Secretary

Endurance Specialty Holdings Ltd.

Waterloo House

100 Pitts Bay Road

Pembroke HM 08, Bermuda

(441) 278-0400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 31, 2015

(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-l(f) or 240.13d-l(g), check the following box.  ¨

 

* 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 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.

 

 

 

 


CUSIP No. G1190F107  

 

  1.   

Names of Reporting Persons

 

Montpelier Reinsurance Ltd.

I.R.S. Identification Nos of Above Persons (Entities Only)

98-0417516

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

WC

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Bermuda

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

2,500,000

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

2,500,000

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,910,584

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

33.2%*

14.  

Type of Reporting Person (See Instructions)

 

IC

 

* Based on 8,752,335 Common Shares issued and outstanding of the Issuer, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 30, 2015.

 

2


CUSIP No. G1190F107  

 

  1.   

Names of Reporting Persons

 

Endurance Specialty Holdings Ltd.

I.R.S. Identification Nos of Above Persons (Entities Only)

98-0392908

  2.  

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)  ¨        (b)  ¨

 

  3.  

SEC Use Only

 

  4.  

Source of Funds (See Instructions)

 

OO

  5.  

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

¨

  6.  

Citizenship or Place of Organization

 

Bermuda

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

 

     7.    

Sole Voting Power

 

410,584

     8.   

Shared Voting Power

 

0

     9.   

Sole Dispositive Power

 

410,584

   10.   

Shared Dispositive Power

 

0

11.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

2,910,584

12.  

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

¨

13.  

Percent of Class Represented by Amount in Row (11)

 

33.2%*

14.  

Type of Reporting Person (See Instructions)

 

IC

 

* Based on 8,752,335 Common Shares issued and outstanding of the Issuer, as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on July 30, 2015.

 

 

3


The purpose of this Amendment No. 6 to Schedule 13D (this “Amendment”) is to substitute Endurance Specialty Holdings Ltd., a Bermuda exempted company (“Endurance”) for Montpelier Re Holdings Ltd., a Bermuda exempted company (“Montpelier”) as a Reporting Person (defined below) as a result of the merger (the “First Merger”), effective July 31, 2015, of Montpelier with and into Milhill Holdings Ltd., a Bermuda exempted company (“Merger Sub”) and the subsequent merger of Merger Sub with and into Endurance. Except as set forth in this Amendment, all previous Items are unchanged. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Schedule 13D filed by Montpelier Reinsurance Ltd., a Bermuda exempted company (“Montpelier Re”) and Montpelier with the SEC on November 13, 2013 (the “ Original 13D”).

Item 2. Identity and Background

Item 2 of the Original 13D is hereby deleted in its entirety and replaced with the following:

 

(a) This Schedule 13D is being filed by Endurance and by Montpelier Re (collectively, the “Reporting Persons”).

 

(b) The address and principal executive office of the Reporting Persons is Waterloo House, 100 Pitts Bay Road, Pembroke HM 08, Bermuda.

 

(c) Endurance is a global specialty provider of property and casualty insurance and reinsurance. Through its operating subsidiaries, Endurance writes agriculture, casualty and other specialty, professional lines and property, marine and energy lines of insurance and catastrophe, property, casualty, professional lines and specialty lines of reinsurance. Montpelier Re seeks to identify and underwrite attractive insurance and reinsurance opportunities by combining underwriting experience with proprietary risk pricing and capital allocation models and catastrophe modeling tools. Endurance maintains excellent financial strength as evidenced by the ratings of A (Excellent) from A.M. Best (XV size category) and A (Strong) from Standard and Poor’s on its principal operating subsidiaries.

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons are set forth on Annex A hereto and are incorporated by reference herein in their entirety.

 

(d) During the past five years, none of the Reporting Persons or, to their knowledge, any person listed on Annex A attached hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the past five years, none of the Reporting Persons or, to their knowledge, any person listed on Annex A attached hereto, has 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.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original 13D is hereby supplemented to include the following:

Effective July 31, 2015, in accordance with the Agreement and Plan of Merger, dated as of March 31, 2015, among Montpelier, Endurance and Merger Sub (the “Merger Agreement”), Montpelier was merged with and into Merger Sub with Merger Sub continuing as the surviving company, as a result of which Endurance became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier. Upon completion of the First Merger, each share of common stock, 1/6 cent par value per share, of Montpelier issued and outstanding immediately prior to the effective time of the First Merger was converted into the right to receive 0.472 of an ordinary share, par value $1.00 per share, of Endurance and cash in lieu of any fractional share to which the holder was entitled (the “Merger Consideration”). In addition, pursuant to the terms and conditions of the Merger Agreement and prior to the effective time of the First Merger, Montpelier paid a special dividend of $9.89 per Montpelier common share to the holders of record of issued and outstanding Montpelier common shares as of July 30, 2015, the record date for such special dividend. Immediately following the First Merger, Merger Sub merged

 

4


with and into Endurance pursuant to a merger agreement, dated as of July 31, 2015 (the “Second Merger”), by and between Endurance and Merger Sub. As a result of the Second Merger, Endurance became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier.

Item 4. Purpose of Transaction

Item 4 of the Original 13D is hereby deleted in its entirety and replaced with the following:

On July 31, 2015, Montpelier and Merger Sub consummated the First Merger in accordance with the Merger Agreement. As a result of the First Merger, Montpelier ceased to exist as a separate entity and each outstanding common share of Montpelier was cancelled and converted into the right to receive the Merger Consideration. Immediately following the First Merger, Endurance and Merger Sub consummated the Second Merger resulting in Endurance becoming the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier.

Pursuant to the Shareholder and Registration Rights Agreement, dated as of November 12, 2013 between Blue Capital Reinsurance Holdings Ltd. and Montpelier Re, Montpelier Re will have the right to nominate two of the Issuer’s five directors (or, if the Issuer’s Board of Directors consists of more than five directors, not less than 40% of the total board seats at any given time) until the later of the date on which (1) Endurance, or any of its wholly-owned subsidiaries, sell any of their Common Shares and (2) Endurance, or any of its wholly-owned subsidiaries, own less than 5% of the Common Shares. Montpelier Re will have the right to designate one of its nominees as chairman of the Issuer’s Board of Directors. In their capacity as a director of the Issuer, Montpelier Re’s nominees on the Issuer’s Board of Directors may take an active role in working with the Issuer’s management on operational, financial and strategic initiatives.

Members of the Issuer’s management are also employees of the Reporting Persons. In their capacity as management of the Issuer, these employees may take an active role with respect to the Issuer’s operational, financial and strategic initiatives.

The Reporting Persons regularly review the Issuer’s business, performance, condition (financial or otherwise), results of operations, operations, competitive position, share price and anticipated future developments and prospects, as well as general economic conditions and existing and anticipated market and industry conditions and trends affecting the Issuer. The Reporting Persons regularly discuss such matters with the Issuer’s management and Board of Directors either directly or through Board participation. As a result of these or other factors and any such discussions, the Reporting Persons may, and reserve the right to, formulate and actively participate in any plans or proposals regarding the Issuer, including any of the actions or transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D, and to change their intentions with respect thereto at any time, as they deem appropriate.

 

5


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: August 3, 2015

 

ENDURANCE SPECIALTY HOLDINGS LTD.
By:  

/s/ John V. Del Col

 

Name:  John V. Del Col

 

Title:    General Counsel & Secretary

MONTPELIER REINSURANCE LTD.
By:  

/s/ John V. Del Col

 

Name:  John V. Del Col

 

Title:    General Counsel & Secretary

 

6


Annex A

ENDURANCE SPECIALTY HOLDINGS LTD.

The following table sets forth the name, present occupation or employment and citizenship of each director and executive officer of the Reporting Persons as of July 31, 2015. The principal business address of each person listed below is c/o Endurance Specialty Holdings Ltd., Waterloo House, 100 Pitts Bay Road Pembroke, HM 08 Bermuda.

DIRECTORS OF ENDURANCE SPECIALTY HOLDINGS LTD.

 

Name

  

Present Occupation

   Citizenship
John Charman    Chairman of the Board and the Chief Executive Officer of Endurance Specialty Holdings Ltd.    United Kingdom
William H. Bolinder    Lead Director at Endurance Specialty Holdings Ltd.    United States of America
John T. Baily    Director at Endurance Specialty Holdings Ltd.    United States of America
Norman Barham    Director at Endurance Specialty Holdings Ltd.    United States of America
Galen R. Barnes    Director at Endurance Specialty Holdings Ltd.    United States of America
Philip M. Butterfield    Chairman of HSBC Bank Bermuda Limited    United States of America
Steven W. Carlsen    President of Shadowbrook Advising Inc.    United States of America
Morgan W. Davis   

Director at Endurance Specialty Holdings Ltd.

   United States of America
Susan S. Fleming    Consultant and Senior Lecturer in management, finance and entrepreneurship at Cornell University    United States of America
Nicholas C. Marsh    Director at Endurance Specialty Holdings Ltd.    United Kingdom
Scott D. Moore    Director at Endurance Specialty Holdings Ltd.    United States of America
William J. Raver    Director at Endurance Specialty Holdings Ltd.    United States of America
Robert A. Spass    Partner of Capital Z Partners    United States of America
Ian M. Winchester    Managing Partner and Chairman of the Investment Committee of BHC Winton Funds, L.P.    United Kingdom

EXECUTIVE OFFICERS OF ENDURANCE SPECIALTY HOLDINGS LTD.

 

Name

  

Present Occupation

   Citizenship
John Charman    Chairman of the Board and the Chief Executive Officer of Endurance Specialty Holdings Ltd.    United Kingdom
Michael J. McGuire    Chief Financial Officer    United States of America
John V. Del Col    General Counsel & Secretary    United States of America
Jerome Faure    Chief Executive Officer, Global Reinsurance    United States of America
John A. Kuhn    Chief Executive Officer, Global Insurance    United States of America
Carrie L. Rosorea    Chief Accounting Officer    United States of America

 

A-1


DIRECTORS OF MONTPELIER REINSURANCE LTD.

 

Name

  

Present Occupation

  

Citizenship

Michael J. McGuire    Chief Financial Officer of Montpelier Reinsurance Ltd.    United States of America
John V. Del Col    General Counsel & Secretary of Montpelier Reinsurance Ltd.    United States of America

EXECUTIVE OFFICERS OF MONTPELIER REINSURANCE LTD.

 

Name

  

Present Occupation

   Citizenship
John Charman    Chief Executive Officer    United Kingdom
Michael J. McGuire    Chief Financial Officer    United States of America
John V. Del Col    General Counsel & Secretary    United States of America
Jerome Faure    Chief Executive Officer, Global Reinsurance    United States of America
John A. Kuhn    Chief Executive Officer, Global Insurance    United States of America
Carrie L. Rosorea    Chief Accounting Officer    United States of America

 

A-2