0001104659-13-079383.txt : 20131030 0001104659-13-079383.hdr.sgml : 20131030 20131030205130 ACCESSION NUMBER: 0001104659-13-079383 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131030 FILED AS OF DATE: 20131030 DATE AS OF CHANGE: 20131030 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Essent Group Ltd. CENTRAL INDEX KEY: 0001448893 STANDARD INDUSTRIAL CLASSIFICATION: SURETY INSURANCE [6351] IRS NUMBER: 980673656 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 61 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 BUSINESS PHONE: 877-673-8190 MAIL ADDRESS: STREET 1: 61 FRONT STREET CITY: HAMILTON STATE: D0 ZIP: HM 11 FORMER COMPANY: FORMER CONFORMED NAME: Essent group Ltd. DATE OF NAME CHANGE: 20081028 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Essent Intermediate, L.P. CENTRAL INDEX KEY: 0001590475 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36157 FILM NUMBER: 131180650 BUSINESS ADDRESS: STREET 1: 190 ELGIN AVENUE STREET 2: GEORGE TOWN CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-9005 BUSINESS PHONE: 212-847-4335 MAIL ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 50TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PBRA (CAYMAN) Co CENTRAL INDEX KEY: 0001583068 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36157 FILM NUMBER: 131180651 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 3 1 a3.xml 3 X0206 3 2013-10-30 0 0001448893 Essent Group Ltd. ESNT 0001583068 PBRA (CAYMAN) Co C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK NY 10165 0 0 1 1 See Remarks 0001590475 Essent Intermediate, L.P. C/O PINE BROOK ROAD PARTNERS LLC 60 EAST 42ND STREET, 50TH FLOOR NEW YORK NY 10165 0 0 1 1 See Remarks Class A Common Shares Common Shares 11563295 D Class A Common Shares Common Shares 15097726 I See footnote This Form 3 is being filed on behalf of PRBA (Cayman) Company, a Cayman Islands exempted company ("PRBA") and Essent Intermediate, L.P., a Cayman Islands exempted limited partnership ("Essent Intermediate") (collectively, the "Reporting Persons"). PRBA is the general partner of Essent Intermediate and Pine Brook Essent Co-Invest, L.P., a Cayman Islands exempted limited partnership ("Essent Co-Invest" and, together with Essent Intermediate, the "PB Entities"). PBRA may be deemed to indirectly beneficially own shares held by the PB Entities and disclaims beneficial ownership of all such shares except to the extent of any indirect pecuniary interest therein. Essent Intermediate disclaims beneficial ownership of all shares reported herein except those reported as held directly by it. The Class A Common Shares automatically convert into Common Shares, par value $0.015 per share, after giving effect to the 2 for 3 share split, immediately prior to the consummation of the issuer's initial public offering. Represents Class A Common Shares held directly by Essent Intermediate. Represents Class A Common Shares held directly by Essent Intermediate and Essent Co-Invest. Solely for purposes of Section 16 of the Exchange Act, the PB Entities, and PRBA by virtue of its control of the PB Entities, may be deemed to be directors-by-deputization by virtue of the PB Entities' contractual right to designate a member of the board of directors of the issuer. William Spiegel and Robert Glanville, each a director of PRBA, are members of the issuer's board of directors. Exhibit List: Exhibit 99.1 - Joint Filers' Information and Signatures PRBA (Cayman) Company By: /s/ Joseph Gantz Name: Joseph Gantz Title: Director 2013-10-30 EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99

Exhibit 99.1

 

Designated Filer:      PBRA (CAYMAN) COMPANY

Issuer & Ticker Symbol:  Essent Group Ltd. [ESNT]

Date of Event Requiring Statement: October 30, 2013

 

Joint Filer Information and Signature

 

Joint Filer:

 

1. Name:

Essent Intermediate, L.P.

Address:

c/o Pine Brook Road Partners LLC, 60 East 42nd Street, 50th Floor, New York, NY 10165

 

 

 

ESSENT INTERMEDIATE, L.P.

 

 

 

By: PRBA (Cayman) Company, its general partner

 

 

 

 

 

 

 

 

 

By:

/s/ Joseph Gantz

 

October 30, 2013

 

Name:

Joseph Gantz

 

Date

 

Title:

Director

 

 

 

1