0001104659-18-032559.txt : 20180511 0001104659-18-032559.hdr.sgml : 20180511 20180511164429 ACCESSION NUMBER: 0001104659-18-032559 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20180511 DATE AS OF CHANGE: 20180511 GROUP MEMBERS: BRIT INSURANCE HOLDINGS LTD GROUP MEMBERS: BRIT LTD GROUP MEMBERS: BRIT REINSURANCE (BERMUDA) LTD GROUP MEMBERS: BRIT SYNDICATES LTD GROUP MEMBERS: FAIRFAX (US) INC. GROUP MEMBERS: FAIRFAX FINANCIAL HOLDINGS LTD GROUP MEMBERS: FFHL GROUP LTD. GROUP MEMBERS: ODYSSEY RE HOLDINGS CORP. GROUP MEMBERS: ODYSSEY REINSURANCE CO GROUP MEMBERS: ODYSSEY US HOLDINGS INC. GROUP MEMBERS: ONE ONE ZERO NINE HOLDCO LTD GROUP MEMBERS: SIXTY TWO INVESTMENT CO LTD GROUP MEMBERS: V. PREM WATSA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Intrepid Potash, Inc. CENTRAL INDEX KEY: 0001421461 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 261501877 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83993 FILM NUMBER: 18827528 BUSINESS ADDRESS: STREET 1: 707 17TH STREET STREET 2: SUITE 4200 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 303-296-3006 MAIL ADDRESS: STREET 1: 707 17TH STREET STREET 2: SUITE 4200 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD/ CAN CENTRAL INDEX KEY: 0000915191 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 101728897 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 BUSINESS PHONE: 4163674941 MAIL ADDRESS: STREET 1: FAIRFAX FINANCIAL HOLDINGS LTD STREET 2: 95 WELLINGTON ST WEST STE 800 CITY: TORONTO STATE: A6 ZIP: M5J 2N7 FORMER COMPANY: FORMER CONFORMED NAME: FAIRFAX FINANCIAL HOLDINGS LTD DATE OF NAME CHANGE: 19931122 SC 13G/A 1 a18-13232_1sc13ga.htm SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

 

Intrepid Potash, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

46121Y102

(CUSIP Number)

May 8, 2018

(Date of Event Which Requires Filing of this Statement)

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

o

Rule 13d-1(b)

x

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. 46121Y102

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
10,418,598

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
10,418,598

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,418,598

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
7.9%

 

 

12

Type of Reporting Person
IN

 

2



 

CUSIP No. 46121Y102

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
THE ONE ONE ZERO NINE HOLDCO 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
10,418,598

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
10,418,598

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,418,598

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
7.9%

 

 

12

Type of Reporting Person
CO

 

3



 

CUSIP No. 46121Y102

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
10,418,598

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
10,418,598

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,418,598

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
7.9%

 

 

12

Type of Reporting Person
CO

 

4



 

CUSIP No. 46121Y102

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
10,418,598

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
10,418,598

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
10,418,598

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
7.9%

 

 

12

Type of Reporting Person
CO

 

5



 

CUSIP No. 46121Y102

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
9,376,300

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
9,376,300

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,376,300

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
7.2%

 

 

12

Type of Reporting Person
CO

 

6



 

CUSIP No. 46121Y102

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
BRIT 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
ENGLAND AND WALES

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
7,500,000

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
7,500,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,500,000

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.7%

 

 

12

Type of Reporting Person
CO

 

7



 

CUSIP No. 46121Y102

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
BRIT INSURANCE 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
ENGLAND AND WALES

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
7,500,000

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
7,500,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
7,500,000

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
5.7%

 

 

12

Type of Reporting Person
CO

 

8



 

CUSIP No. 46121Y102

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
BRIT SYNDICATES 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
ENGLAND AND WALES

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
6,259,000

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
6,259,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,259,000

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
4.8%

 

 

12

Type of Reporting Person
CO

 

9



 

CUSIP No. 46121Y102

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
BRIT REINSURANCE (BERMUDA) 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
BERMUDA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
1,241,000

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,241,000

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,241,000

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
0.9%

 

 

12

Type of Reporting Person
CO

 

10



 

CUSIP No. 46121Y102

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
1,876,300

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,876,300

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,876,300

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
1.4%

 

 

12

Type of Reporting Person
CO

 

11



 

CUSIP No. 46121Y102

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
1,876,300

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,876,300

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,876,300

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
1.4%

 

 

12

Type of Reporting Person
CO

 

12



 

CUSIP No. 46121Y102

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
1,876,300

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,876,300

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,876,300

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
1.4%

 

 

12

Type of Reporting Person
CO

 

13



 

CUSIP No. 46121Y102

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
1,876,300

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,876,300

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,876,300

 

 

10

Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares   o

 

 

11

Percent of Class Represented by Amount in Row (9)
1.4%

 

 

12

Type of Reporting Person
CO

 

14



 

Explanatory note

 

Pursuant to Rule 13d-2 promulgated under the Act, this Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) amends and restates the Schedule 13G originally filed with the United States Securities and Exchange Commission on April 3, 2017 by V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Brit Limited, Brit Insurance Holdings Limited, Brit Insurance (Gibraltar) PCC Limited, Fairfax (US) Inc., Odyssey US Holdings Inc., Odyssey Re Holdings Corp. and Odyssey Reinsurance Company.

 

This Amendment No. 1 is being filed by the Reporting Persons (as defined below) in connection with a series of sales of the Shares (as defined below).

 

Item 1. (a)

Name of Issuer:
Intrepid Potash, Inc.

Item 1(b)

Address of Issuer’s Principal Executive Offices:
707 17th Street, Suite 4200, Denver, Colorado 80202

 

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.                                      The One One Zero Nine Holdco Limited (“Holdco”), 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.                                      Fairfax Financial Holdings Limited (“Fairfax”), a corporation incorporated under the laws of Canada;

 

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

 

6.                                      Brit Limited (“Brit”), a corporation incorporated under the laws of England and Wales;

 

7.                                      Brit Insurance Holdings Limited (“Brit Holdings”), a corporation incorporated under the laws of England and Wales;

 

8.                                      Brit Syndicates Limited (“Brit Syndicates”), a company incorporated under the laws of England and Wales;

 

9.                                      Brit Reinsurance (Bermuda) Limited (“Brit Re”), a corporation continued in Bermuda;

 

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

 

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

 

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

 

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

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 Holdco 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 3L2;

 

15



 

 

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

 

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

 

6.                                      The principal business address and principal office address of Brit is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom;

 

7.                                      The principal business address and principal office address of Brit Holdings is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom;

 

8.                                      The principal business address and principal office address of Brit Syndicates is The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom;

 

9.                                      The principal business address and principal office address of Brit Re is Ground Floor, Chesney House, The Waterfront, 96 Pitts Bay Road, Pembroke, Hamilton HM 08, Bermuda;

 

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

 

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

 

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

 

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

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:
46121Y102

 

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

An 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);

 

16



 

 

(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)

o

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 Intrepid Potash, Inc. 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, 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, and such information is incorporated herein by reference.

 

Neither the filing of this Schedule 13G nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, Holdco, Sixty Two, Fairfax, FFHL, Brit, Brit Holdings, Brit Syndicates, Brit Re, Fairfax US, Odyssey, Odyssey Re or Odyssey Reinsurance 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.

 

Item 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

 

Item 6.

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

Certain of the Shares beneficially owned by the Reporting Persons are held by subsidiaries of Fairfax and by the pension plans of certain subsidiaries of Fairfax, which subsidiaries and pension plans have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. No such interest of a subsidiary or pension plan relates to more than 5% of the class of Shares.

 

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

 

17



 

Item 10.

Certification.

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the 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, other than activities solely in connection with a nomination under § 240.14a-11.

 

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: May 11, 2018

V. Prem Watsa

 

 

 

/s/ V. Prem Wasta

 

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: May 11, 2018

The One One Zero Nine Holdco Limited

 

 

 

By:

/s/ V. Prem Wasta

 

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: May 11, 2018

The Sixty Two Investment Company Limited

 

 

 

By:

/s/ V. Prem Wasta

 

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: May 11, 2018

Fairfax Financial Holdings Limited

 

 

 

By:

/s/ Paul Rivett

 

Name:

Paul Rivett

 

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: May 11, 2018

FFHL Group Ltd.

 

 

 

By:

/s/ Paul Rivett

 

Name:

Paul Rivett

 

Title:

Director

 

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: May 11, 2018

Brit Limited

 

 

 

By:

/s/ Mark Allan

 

Name:

Mark Allan

 

Title:

Chief Financial Officer and 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: May 11, 2018

Brit Insurance Holdings Limited

 

 

 

By:

/s/ Mark Allan

 

Name:

Mark Allan

 

Title:

Chief Financial Officer and Director

 

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: May 11, 2018

Brit Syndicates Limited

 

 

 

By:

/s/ Mark Allan

 

Name:

Mark Allan

 

Title:

Chief Financial Officer and Director

 

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: May 11, 2018

Brit Reinsurance (Bermuda) Limited

 

 

 

By:

/s/ Mark Allan

 

Name:

Mark Allan

 

Title:

Director

 

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: May 11, 2018

Fairfax (US) Inc.

 

 

 

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: May 11, 2018

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

 

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: May 11, 2018

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

 

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: May 11, 2018

Odyssey Reinsurance 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 May 11, 2018 among V. Prem Watsa, The One One Zero Nine Holdco Limited, The Sixty Two Investment Company Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Brit Limited, Brit Insurance Holdings Limited, Brit Syndicates Limited, Brit Reinsurance (Bermuda) Limited, Fairfax (US) Inc., Odyssey US Holdings Inc., Odyssey Re Holdings Corp. and Odyssey Reinsurance Company.

3

 

Power of Attorney

 

 

32


EX-1 2 a18-13232_1ex1.htm EX-1

EXHIBIT 1

 

MEMBERS OF FILING GROUP

 

V. Prem Watsa

The One One Zero Nine Holdco Limited

The Sixty Two Investment Company Limited

Fairfax Financial Holdings Limited

FFHL Group Ltd.

Brit Limited

Brit Insurance Holdings Limited

Brit Syndicates Limited

Brit Reinsurance (Bermuda) Limited

Fairfax (US) Inc.

Odyssey US Holdings Inc.

Odyssey Re Holdings Corp.

Odyssey Reinsurance Company

 


EX-2 3 a18-13232_1ex2.htm EX-2

EXHIBIT 2

 

CUSIP No. 46121Y102

 

AGREEMENT CONCERNING JOINT FILING

OF SCHEDULE 13G

 

The undersigned agree as follows:

 

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

 

(ii) each of them is responsible for the timely filing of such Schedule 13G 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: May 11, 2018

 



 

 

V. PREM WATSA

 

 

 

 

 

/s/ V. Prem Watsa

 

 

 

 

 

THE ONE ONE ZERO NINE HOLDCO 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

 



 

 

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

 



 

 

BRIT LIMITED

 

 

 

 

 

 

 

By:

/s/ Mark Allan

 

 

Name: Mark Allan

 

 

Title: Chief Financial Officer and Director

 

 

 

 

 

 

 

BRIT INSURANCE HOLDINGS LIMITED

 

 

 

 

 

 

 

By:

/s/ Mark Allan

 

 

Name: Mark Allan

 

 

Title: Chief Financial Officer and Director

 

 

 

 

 

 

BRIT REINSURANCE (BERMUDA) LIMITED

 

 

 

 

 

 

 

By:

/s/ Mark Allan

 

 

Name: Mark Allan

 

 

Title: Director

 



 

 

BRIT SYNDICATES LIMITED

 

 

 

 

 

 

 

By:

/s/ Mark Allan

 

 

Name: Mark Allan

 

 

Title: Chief Financial Officer and Director

 


EX-3 4 a18-13232_1ex3.htm EX-3

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.

 

Signature

 

Entity

 

Date

 

 

 

 

 

/s/ Craig Pinnock

 

Federated Insurance Company of Canada

 

February 9, 2017

Craig Pinnock

 

 

 

 

 

 

 

 

 

/s/ Craig Pinnock

 

Northbridge Financial Corporation

 

February 9, 2017

Craig Pinnock

 

 

 

 

 

 

 

 

 

/s/ Craig Pinnock

 

Northbridge General Insurance Corporation

 

February 9, 2017

Craig Pinnock

 

 

 

 

 

 

 

 

 

/s/ Craig Pinnock

 

Northbridge Personal Insurance Corporation

 

February 9, 2017

Craig Pinnock

 

 

 

 

 

 

 

 

 

/s/ Dorothy Whitaker

 

Fairfax (US) Inc.

 

February 9, 2017

Dorothy Whitaker

 

 

 

 

 

 

 

 

 

/s/ Jan Christiansen

 

Odyssey Re Holdings Corp.

 

February 9, 2017

Jan Christiansen

 

 

 

 

 

 

 

 

 

/s/ Jan Christiansen

 

Odyssey US Holdings Inc.

 

February 9, 2017

Jan Christiansen

 

 

 

 

 

1



 

Signature

 

Entity

 

Date

 

 

 

 

 

/s/ Kirk M. Reische

 

Clearwater Select Insurance Company

 

February 9, 2017

Kirk M. Reische

 

 

 

 

 

 

 

 

 

/s/ Kirk M. Reische

 

Hudson Insurance Company

 

February 9, 2017

Kirk M. Reische

 

 

 

 

 

 

 

 

 

/s/ Kirk M. Reische

 

Hudson Specialty Insurance Company

 

February 9, 2017

Kirk M. Reische

 

 

 

 

 

 

 

 

 

/s/ Kirk M. Reische

 

Odyssey Reinsurance Company

 

February 9, 2017

Kirk M. Reische

 

 

 

 

 

 

 

 

 

/s/ Nicholas C. Bentley

 

TIG Insurance Company

 

February 9, 2017

Nicholas C. Bentley

 

 

 

 

 

 

 

 

 

/s/ James V. Kraus

 

Crum & Forster Holdings Corp.

 

February 9, 2017

James V. Kraus

 

 

 

 

 

 

 

 

 

/s/ James V. Kraus

 

The North River Insurance Company

 

February 9, 2017

James V. Kraus

 

 

 

 

 

 

 

 

 

/s/ James V. Kraus

 

United States Fire Insurance Company

 

February 9, 2017

James V. Kraus

 

 

 

 

 

 

 

 

 

/s/ Robert B. Kastner

 

Newline Corporate Name Limited

 

February 9, 2017

Robert B. Kastner

 

 

 

 

 

 

 

 

 

/s/ Robert B. Kastner

 

Newline Holdings U.K. Limited

 

February 9, 2017

Robert B. Kastner

 

 

 

 

 

 

 

 

 

/s/ Ronald Schokking

 

CRC Reinsurance Limited

 

February 9, 2017

Ronald Schokking

 

 

 

 

 

 

 

 

 

/s/ Ronald Schokking

 

Fairfax (Barbados) International Corp.

 

February 9, 2017

Ronald Schokking

 

 

 

 

 

 

 

 

 

/s/ Ronald Schokking

 

TIG Insurance (Barbados) Limited

 

February 9, 2017

Ronald Schokking

 

 

 

 

 

2



 

Signature

 

Entity

 

Date

 

 

 

 

 

/s/ Ronald Schokking

 

Wentworth Insurance Company Ltd.

 

February 9, 2017

Ronald Schokking

 

 

 

 

 

 

 

 

 

/s/ William J. Owen

 

Zenith Insurance Company

 

February 9, 2017

William J. Owen

 

 

 

 

 

 

 

 

 

/s/ William J. Owen

 

Zenith National Insurance Corp.

 

February 9, 2017

William J. Owen

 

 

 

 

 

3