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 persons 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 Issuers Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the SEC) on July 30, 2015. |
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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 Issuers Quarterly Report on Form 10-Q filed with the SEC on July 30, 2015. |
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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 Poors 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
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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 Issuers five directors (or, if the Issuers 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 Issuers Board of Directors. In their capacity as a director of the Issuer, Montpelier Res nominees on the Issuers Board of Directors may take an active role in working with the Issuers management on operational, financial and strategic initiatives.
Members of the Issuers 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 Issuers operational, financial and strategic initiatives.
The Reporting Persons regularly review the Issuers 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 Issuers 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.
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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 |
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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