0000905148-16-001478.txt : 20160311 0000905148-16-001478.hdr.sgml : 20160311 20160311171647 ACCESSION NUMBER: 0000905148-16-001478 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160311 DATE AS OF CHANGE: 20160311 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Essent Group Ltd. CENTRAL INDEX KEY: 0001448893 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 980673656 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87689 FILM NUMBER: 161501760 BUSINESS ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 441-297-9901 MAIL ADDRESS: STREET 1: CLARENDON HOUSE STREET 2: 2 CHURCH STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: Essent group Ltd. DATE OF NAME CHANGE: 20081028 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PBRA (CAYMAN) Co CENTRAL INDEX KEY: 0001583068 IRS NUMBER: 980523237 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O PINE BROOK ROAD STREET 2: 60 EAST 42ND STREET, 50TH FL CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 212-847-4333 MAIL ADDRESS: STREET 1: C/O PINE BROOK ROAD STREET 2: 60 EAST 42ND STREET, 50TH FL CITY: NEW YORK STATE: NY ZIP: 10165 SC 13D/A 1 efc16-281_fmsc13da.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549



SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
 
Essent Group Ltd.
 (Name of Issuer)
 
Common Shares, Par Value $0.015 Per Share
 (Title of Class of Securities)
 
G3198U102
 (CUSIP Number)
 
PBRA (Cayman) Company
c/o Pine Brook Road Advisors, LLC
60 East 42nd Street, 50th Floor
New York, NY 10165
(212) 847-4335
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

March 10, 2016
(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. [  ]
 
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 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 the disclosures provided in a prior cover page.
 
The information required in 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).
 

 
SCHEDULE 13D
 
 
CUSIP No.  G3198U102
 Page 2 of 10 Pages
1.
Names of Reporting Persons.
 
PBRA (Cayman) Company
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) [X]
(b) [  ]
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
 
AF
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
 
[   ]
6.
Citizenship or Place of Organization
 
 
Cayman Islands
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
10,443,635
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
10,443,635
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
10,443,635
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[   ]
13.
Percent of Class Represented by Amount in Row (11)
 
11.22%
14.
Type of Reporting Person:
 
OO
 

 
 
 
SCHEDULE 13D
CUSIP No. G3198U102
 Page 3 of 10 Pages
1.
Names of Reporting Persons.
 
Essent Intermediate, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(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
 
Cayman Islands
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
10,443,635
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
10,443,635
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
10,443,635
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
11.22%
14.
Type of Reporting Person:
 
PN

 
SCHEDULE 13D
CUSIP No. G3198U102
 Page 4 of 10 Pages
1.
Names of Reporting Persons.
 
Pine Brook Road Advisors, LP
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [  ]
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
AF
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
[  ]
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
10,443,635
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
10,443,635
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
10,443,635
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[ ]
13.
Percent of Class Represented by Amount in Row (11)
 
11.22%
14.
Type of Reporting Person:
PN
 
 
 
SCHEDULE 13D
CUSIP No. G3198U102
 Page 5 of 10 Pages
1.
Names of Reporting Persons.
 
PBRA, LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [  ]
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
AF
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
[  ]
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
10,443,635
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
10,443,635
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
10,443,635
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
11.22%
14.
Type of Reporting Person:
OO, HC
 
 
 
SCHEDULE 13D
CUSIP No. G3198U102
 Page 6 of 10 Pages
1.
Names of Reporting Persons.
 
Howard H. Newman
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [  ]
3.
SEC Use Only
 
4.
Source of Funds (See Instructions)
AF
5.
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
 
 
[  ]
6.
Citizenship or Place of Organization
 
 
United States of America
Number of
Shares
Beneficially
Owned by Each
Reporting
Person With
7.
Sole Voting Power
0
8.
Shared Voting Power
10,443,635
9.
Sole Dispositive Power
0
10.
Shared Dispositive Power
10,443,635
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
10,443,635
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
 
[  ]
13.
Percent of Class Represented by Amount in Row (11)
 
11.22%
14.
Type of Reporting Person:
 
IN, HC
 
 
SCHEDULE 13D
 
 Page 7 of 10 Pages
 
 
Preliminary Note.     Pursuant to Rule 13d-2 promulgated under the Act, this amendment to Schedule 13D (this "Amendment No. 4") amends the Schedule 13D filed on November 12, 2013, as amended by Amendment No. 1 filed on November 26, 2014, Amendment No. 2 filed on March 13, 2015 and Amendment No. 3 filed on August 18, 2015  (collectively, the "Schedule 13D").  Capitalized terms used but not defined in this Amendment No. 4 shall have the meanings given them in the Schedule 13D.

Item 3. 
 
Source and Amount of Funds or Other Consideration.

Between February 17, 2016 and March 10, 2016, Essent Intermediate acquired 980,340 shares of Common Stock for an aggregate purchase price of $18,900,459.10, including commissions.  All of the funds used to acquire these shares of Common Stock were furnished from the working capital of Essent Intermediate.

Item 5. 
 
Interest in Securities of the Issuer.
 
Item 5 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

(a)             As of March 10, 2016, each of PBRA, Essent Intermediate, Advisors, PBRA, LLC and Mr. Newman may be deemed to beneficially own 10,443,635 shares of Common Stock, representing approximately 11.22% of the outstanding shares of Common Stock, and 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 any of the Reporting Persons constitute a person or a group.
 
The foregoing beneficial ownership percentages are based on 93,064,030 shares of Common Stock outstanding as of February 22, 2016 according to the Company's annual report on Form 10-K, filed February 29, 2016.

(b)             Each of PBRA, Essent Intermediate, Advisors, PBRA, LLC and Mr. Newman shares the power to vote or to direct the vote and to dispose or to direct the disposition of the 10,443,635 shares of Common Stock described in Item 5(a) above.

(c)            A description of the transactions in the Common Stock by the Reporting Persons during the past 60 days, all of which were effected in the open market in routine brokerage transactions, is included in Exhibit 3.

(d)            Except as set forth in this Item 5 and for persons referred to in Item 2 of Amendment No. 3 to the Schedule 13D, 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, the Common Stock that may be deemed to be beneficially owned by the Reporting Persons.

(e)            Not applicable
 

Item 7. 
 
Material to be Filed as Exhibits.
 

Exhibit 1:
 Joint Filing Agreement
  Exhibit 2: Power of Attorney (incorporated by reference to Exhibit 2 to the Schedule 13D/A filed by PRBA (Cayman) Company on March 13, 2015)
  Exhibit 3: Schedule of Transactions, in response to Item 5(c)
 
 
 
 
SCHEDULE 13D
 
 Page 8 of 10 Pages
 

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.
 
 
PBRA (CAYMAN) COMPANY
  
By:
/s/ Robert Jackowitz
  
   
Robert Jackowitz, Director
  
       
       
 
ESSENT INTERMEDIATE, L.P.
  
  By:  PBRA (CAYMAN) COMPANY, its general partner  
By:
/s/ Robert Jackowitz  
   
Robert Jackowitz, Director
  
       
       
 
PINE BROOK ROAD ADVISORS, LP
  
By:
/s/ Robert Jackowitz  
   
Robert Jackowitz, Chief Compliance Officer
  
       
       
 
PBRA, LLC
  
By:
/s/ Robert Jackowitz  
   
Robert Jackowitz, Executive Vice President
  
       
       
 
HOWARD H. NEWMAN
  
By:
/s/ Robert Jackowitz  
    Robert Jackowitz, Attorney-in-Fact  
       
 
March 11, 2016


Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001).
 
 
 
 
SCHEDULE 13D
 Page 9 of 10 Pages


JOINT FILING AGREEMENT
 
The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Shares of Essent Group Ltd. dated as of March 11, 2016 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 
 
PBRA (CAYMAN) COMPANY
  
By:
/s/ Robert Jackowitz
  
   
Robert Jackowitz, Director
  
       
       
 
ESSENT INTERMEDIATE, L.P.
  
  By:  PBRA (CAYMAN) COMPANY, its general partner  
By:
/s/ Robert Jackowitz  
   
Robert Jackowitz, Director
  
       
       
 
PINE BROOK ROAD ADVISORS, LP
  
By:
/s/ Robert Jackowitz  
   
Robert Jackowitz, Chief Compliance Officer
  
       
       
 
PBRA, LLC
  
By:
/s/ Robert Jackowitz  
   
Robert Jackowitz, Executive Vice President
  
       
       
 
HOWARD H. NEWMAN
  
By:
/s/ Robert Jackowitz  
    Robert Jackowitz, Attorney-in-Fact  
       
 
March 11, 2016

 
SCHEDULE 13D
 Page 10 of 10 Pages

EXHIBIT 3


SCHEDULE OF TRANSACTIONS
 
Name of Account
Date of
Transaction
Nature of
Transaction
Quantity of Shares
Weighted-Average
Price Per Share
Essent Intermediate
2/17/2016
Purchase
38,472
$18.08 (1)
Essent Intermediate
2/18/2016
Purchase
30,100
$18.2098 (2)
Essent Intermediate
2/22/2016
Purchase
119,397
$19.3951 (3)
Essent Intermediate
2/23/2016
Purchase
95,000
$19.2857 (4)
Essent Intermediate
2/24/2016
Purchase
264,436
$19.1008 (5)
Essent Intermediate
3/8/2016
Purchase
149,329
$19.3707 (6)
Essent Intermediate
3/9/2016
Purchase
140,509
$19.4739 (7)
Essent Intermediate
3/10/2016
Purchase
143,097
$19.5014 (8)

 
(1)  This price reflects the weighted average purchase price for open-market purchases of shares of Common Stock made by the Reporting Persons on February 17, 2016, within a $1.00 range. The actual prices for these transactions range from $17.39 to $18.32, inclusive. The Reporting Persons further undertake to provide upon request by the Commission staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares of Common Stock purchased at each separate price within the ranges set forth in footnotes (1) and (8) to this Schedule 13D.

(2) This price reflects the weighted average purchase price for open-market purchases of shares of Common Stock made by the Reporting Persons on February 18, 2016, within a $1.00 range. The actual prices for these transactions range from $18.00 to $18.25, inclusive.

(3) This price reflects the weighted average purchase price for open-market purchases of shares of Common Stock made by the Reporting Persons on February 22, 2016, within a $1.00 range. The actual prices for these transactions range from $19.00 to $19.50, inclusive.

(4) This price reflects the weighted average purchase price for open-market purchases of shares of Common Stock made by the Reporting Persons on February 23, 2016, within a $1.00 range. The actual prices for these transactions range from $19.18 to $19.50, inclusive.

(5) This price reflects the weighted average purchase price for open-market purchases of shares of Common Stock made by the Reporting Persons on February 24, 2016, within a $1.00 range. The actual prices for these transactions range from $18.52 to $19.20, inclusive.

(6) This price reflects the weighted average purchase price for open-market purchases of shares of Common Stock made by the Reporting Persons on March 8, 2016, within a $1.00 range. The actual prices for these transactions range from $19.16 to $19.40, inclusive.

(7) This price reflects the weighted average purchase price for open-market purchases of shares of Common Stock made by the Reporting Persons on March 9, 2016, within a $1.00 range. The actual prices for these transactions range from $19.395 to $19.53, inclusive.

(8) This price reflects the weighted average purchase price for open-market purchases of shares of Common Stock made by the Reporting Persons on March 10, 2016, within a $1.00 range. The actual prices for these transactions range from $19.435 to $19.60, inclusive.