SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G/A

 

(Amendment No. 9)*

 

Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

x	Rule 13d-1(b)
o	Rule 13d-1(c)
o	Rule 13d-1(d)

 

*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).

 

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) V. PREM WATSA
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization CANADIAN
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person IN

 

2

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 1109519 ONTARIO LIMITED
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person CO

 

3

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) THE SIXTY TWO INVESTMENT COMPANY LIMITED
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization BRITISH COLUMBIA, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person CO

 

4

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) 810679 ONTARIO LIMITED
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person CO

 

5

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX FINANCIAL HOLDINGS LIMITED
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization CANADA
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person CO

 

6

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FFHL GROUP LTD.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization CANADA
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person CO

 

7

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) FAIRFAX (US) INC.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person CO

 

8

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY US HOLDINGS INC.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person CO

 

9

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY RE HOLDINGS CORP.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person CO

 

10

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) ODYSSEY REINSURANCE COMPANY
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization CONNECTICUT
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person IC

 

11

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) CRUM & FORSTER HOLDINGS CORP.
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person CO

 

12

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) UNITED STATES FIRE INSURANCE COMPANY
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person IC

 

13

 

CUSIP No. 690370101						13G
	1	Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only) TIG INSURANCE COMPANY
	2	Check the Appropriate Box if a Member of a Group
		(a)		o
		(b)		x
	3	SEC Use Only
	4	Citizenship or Place of Organization CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With			5		Sole Voting Power
			6		Shared Voting Power 0
			7		Sole Dispositive Power
			8		Shared Dispositive Power 0
	9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
	10	Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares  o
	11	Percent of Class Represented by Amount in Row 9 0.0%
	12	Type of Reporting Person IC

 

14

 

Item 1. (a) Name of Issuer:

 

Overstock.com, Inc.

 

Item 1(b) Address of Issuer’s Principal Executive Offices:

 

6350 South 3000 East, Salt Lake City, Utah, 84121

 

Item 2. (a) Name of Person Filing:

 

This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

 

1.         V. Prem Watsa, an individual;

 

2.         1109519 Ontario Limited (“1109519”), a corporation incorporated under the laws of Ontario;

 

3.         The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia;

 

4.         810679 Ontario Limited (“810679”), a corporation incorporated under the laws of Ontario;

 

5.         Fairfax Financial Holdings Limited (“Fairfax”), a corporation incorporated under the laws of Canada;

 

6.         FFHL Group Ltd. (“FFHL”), a corporation incorporated under the laws of Canada;

 

7.         Fairfax (US) Inc. (“Fairfax US”), a corporation incorporated under the laws of Delaware;

 

8.         Odyssey US Holdings Inc. (“Odyssey US”), a corporation incorporated under the laws of Delaware;

 

9.         Odyssey Re Holdings Corp. (“Odyssey Re”), a corporation incorporated under the laws of Delaware;

 

10.  Odyssey Reinsurance Company (“Odyssey”), a corporation incorporated under the laws of Connecticut;

 

11.  Crum & Forster Holdings Corp. (“Crum & Forster”), a corporation incorporated under the laws of Delaware;

 

12.  United States Fire Insurance Company (“US Fire”), a corporation incorporated under the laws of Delaware; and

 

13.  TIG Insurance Company (“TIG”), a corporation incorporated under the laws of California.

 

Item 2(b) Address of Principal Business Office:

 

The addresses of the Reporting Persons are as follows:

 

1.         Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

2.         The principal business address and principal office address of 1109519 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

3.         The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia V6C 3L3;

 

15

 

4.         The principal business address and principal office address of 810679 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

5.         The principal business address and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

6.         The principal business address and principal office address of FFHL is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

7.         The principal business address and principal office address of Fairfax US is 2850 Lake Vista Drive, Suite 150, Lewisville, Texas 75067;

 

8.         The principal business address and principal office address of Odyssey US is 300 First Stamford Place, Stamford, Connecticut 06902;

 

9.         The principal business address and principal office address of Odyssey Re is 300 First Stamford Place, Stamford, Connecticut 06902;

 

10.  The principal business address and principal office address of Odyssey is 300 First Stamford Place, Stamford, Connecticut 06902;

 

11.  The principal business address and principal office address of Crum & Forster is 305 Madison Avenue, Morristown, New Jersey 07962;

 

12.  The principal business address and principal office address of US Fire is 305 Madison Avenue, Morristown, New Jersey 07962; and

 

13.  The principal business address and principal office address of TIG is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101.

 

16

 

Item 2(c) Citizenship:

 

V. Prem Watsa is a citizen of Canada.

 

Item 2(d) Title of Class of Securities:

 

Common Stock

 

Item 2(e) CUSIP Number:

 

690370101

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:

 

(a)         o            Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

(b)         o            Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)          o            Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)         o            Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)          o            An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)           o            An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)          o            A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)         o            A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)             o            A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)            o            A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)         x          Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

Item 4. Ownership.

 

Based on the most recent information available, the aggregate number and percentage of the shares of common stock (the “Shares”) of Overstock.com, Inc. (“Overstock”) that are beneficially owned by each of the Reporting Persons is set forth in boxes 9 and 11 of the second part of the cover page to this Schedule 13G/A, and such information is incorporated herein by reference.

 

The number of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in boxes 5, 6, 7 and 8, respectively, on the second part of the cover page to this Schedule 13G/A, and such information is incorporated herein by reference.

 

Neither the filing of this Schedule 13G/A nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, FFHL, Fairfax US, Odyssey US, Odyssey Re, Odyssey, Crum & Forster, US Fire or TIG that such person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

17

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

See attached Exhibit No. 1.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

18

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	V. Prem Watsa
	/s/ V. Prem Watsa

 

19

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	1109519 Ontario Limited
	By:	/s/ V. Prem Watsa
		Name: V. Prem Watsa
		Title: President

 

20

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	The Sixty Two Investment Company Limited
	By:	/s/ V. Prem Watsa
		Name: V. Prem Watsa
		Title: President

 

21

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	810679 Ontario Limited
	By:	/s/ V. Prem Watsa
		Name: V. Prem Watsa
		Title: President

 

22

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	Fairfax Financial Holdings Limited
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: President

 

23

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	FFHL Group Ltd.
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Director

 

24

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	Fairfax (US) Inc.
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G

 

25

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	Odyssey US Holdings Inc.
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G

 

26

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	Odyssey Re Holdings Corp.
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G

 

27

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	Odyssey Reinsurance Company
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G

 

28

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	Crum & Forster Holdings Corp.
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G

 

29

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	United States Fire Insurance Company
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G

 

30

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 14, 2017	TIG Insurance Company
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G

 

31

 

Exhibit Index

 

Exhibit No.		Description
1		Members of filing group
2		Joint Filing Agreement dated as of February 14, 2017 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (US) Inc., Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Crum & Forster Holdings Corp., United States Fire Insurance Company and TIG Insurance Company
3		Power of Attorney

 

32

EXHIBIT 1

 

MEMBERS OF FILING GROUP

 

V. Prem Watsa

1109519 Ontario Limited

The Sixty Two Investment Company Limited

810679 Ontario Limited

Fairfax Financial Holdings Limited

FFHL Group Ltd.

Fairfax (US) Inc.

Odyssey US Holdings Inc.

Odyssey Re Holdings Corp.

Odyssey Reinsurance Company

Crum & Forster Holdings Corp.

United States Fire Insurance Company

TIG Insurance Company

 

EXHIBIT 2

 

CUSIP No. 690370101

 

AGREEMENT CONCERNING JOINT FILING

OF SCHEDULE 13G/A

 

The undersigned agree as follows:

 

(i) each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and

 

(ii) each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

 

Dated: February 14, 2017

 

 

	V. PREM WATSA
	/s/ V. Prem Watsa
	1109519 ONTARIO LIMITED
	By:	/s/ V. Prem Watsa
		Name:  V. Prem Watsa
		Title:  President
	THE SIXTY TWO INVESTMENT COMPANY LIMITED
	By:	/s/ V. Prem Watsa
		Name: V. Prem Watsa
		Title:  President
	810679 ONTARIO LIMITED
	By:	/s/ V. Prem Watsa
		Name:  V. Prem Watsa
		Title:  President

 

 

	FAIRFAX FINANCIAL HOLDINGS LIMITED
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: President
	FFHL GROUP LTD.
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Director
	FAIRFAX (US) INC.
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G
	ODYSSEY US HOLDINGS INC.
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G
	ODYSSEY RE HOLDINGS CORP.
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G
	ODYSSEY REINSURANCE COMPANY
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G

 

 

	CRUM & FORSTER HOLDINGS CORP.
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G
	UNITED STATES FIRE INSURANCE COMPANY
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G
	TIG INSURANCE COMPANY
	By:	/s/ Paul Rivett
		Name: Paul Rivett
		Title: Attorney-in-Fact pursuant to Power of Attorney attached to this Schedule 13G

 

EXHIBIT 3

 

POWER OF ATTORNEY

 

Each person whose signature appears below, each being an authorized representative of the entity beside his or her name, hereby makes, constitutes and appoints Paul Rivett as the true and lawful attorney-in-fact for the entity beside his or her name, for the purpose of, from time to time, executing in the respective entity’s name or on the respective entity’s behalf, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, “documents”) determined by Fairfax Financial Holdings Limited or Hamblin Watsa Investment Counsel Ltd. to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including, without limitation, Forms 3, 4, 5, 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the Securities and Exchange Commission, and delivering, furnishing or filing any such documents with the appropriate governmental, regulatory authority or other person, and giving and granting to the attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as each entity below might or could do if personally present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. Any such determination by the attorney-in-fact shall be conclusively evidenced by the attorney-in-fact’s execution, delivery, furnishing or filing of the applicable document.

 

 

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