sc13dza
 
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 9 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
International Coal Group, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
45928H106
(CUSIP Number)
Paul Rivett
Vice President and Chief Legal Officer
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, Canada, M5J 2N7
Telephone: (416) 367-4941
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- With a copy to -
Jason Lehner
Shearman & Sterling LLP
Commerce Court West
199 Bay Street, Suite 4405
Toronto, Ontario, Canada M5L 1E8
Telephone: (416) 360-8484
June 14, 2011
(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box   ¨.
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 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.
  
45928H106 
   Page  
2 
   of   
37 

 

           
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)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CANADIAN
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.0%
     
14   TYPE OF REPORTING PERSON
   
  IN

2

 

                     
CUSIP No.
  
45928H106 
   Page  
3 
   of   
37 

 

           
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)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ONTARIO, CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.0%
     
14   TYPE OF REPORTING PERSON
   
  CO

3

 

                     
CUSIP No.
  
45928H106 
   Page  
4 
   of   
37 

 

           
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)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  BRITISH COLUMBIA, CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.0%
     
14   TYPE OF REPORTING PERSON
   
  CO

4

 

                     
CUSIP No.
  
45928H106 
   Page  
5 
   of   
37 

 

           
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)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  ONTARIO, CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.0%
     
14   TYPE OF REPORTING PERSON
   
  CO

5

 

                     
CUSIP No.
  
45928H106 
   Page  
6 
   of   
37 

 

           
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)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CANADA
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.0%
     
14   TYPE OF REPORTING PERSON
   
  CO

6

 

                     
CUSIP No.
  
45928H106 
   Page  
7 
   of   
37 

 

           
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)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CONNECTICUT
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.0%
     
14   TYPE OF REPORTING PERSON
   
  CO

7

 

                     
CUSIP No.
  
45928H106 
   Page  
8 
   of   
37 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

CLEARWATER INSURANCE COMPANY
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  DELAWARE
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.0%
     
14   TYPE OF REPORTING PERSON
   
  CO

8

 

                     
CUSIP No.
  
45928H106 
   Page  
9 
   of   
37 

 

           
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)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  CALIFORNIA
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.0%
     
14   TYPE OF REPORTING PERSON
   
  CO

9

 

                     
CUSIP No.
  
45928H106 
   Page  
10 
   of   
37 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

WENTWORTH INSURANCE COMPANY LTD.
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  BARBADOS
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.0%
     
14   TYPE OF REPORTING PERSON
   
  CO

10

 

                     
CUSIP No.
  
45928H106 
   Page  
11 
   of   
37 

 

           
1   NAMES OF REPORTING PERSON/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

NSPIRE RE LIMITED
     
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY
   
   
     
4   SOURCE OF FUNDS
   
  OO
     
5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION
   
  IRELAND
       
  7   SOLE VOTING POWER
     
NUMBER OF   0
       
SHARES 8   SHARED VOTING POWER
BENEFICIALLY    
OWNED BY   0
       
EACH 9   SOLE DISPOSITIVE POWER
REPORTING    
PERSON   0
       
WITH 10   SHARED DISPOSITIVE POWER
     
    0
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  0
     
12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
   
  0.0%
     
14   TYPE OF REPORTING PERSON
   
  CO

11

 

     This Amendment No. 9 amends the Schedule 13D filed with the Securities and Exchange Commission (the “Commission”) on April 14, 2008 by V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Odyssey Re Holdings Corp., Odyssey America Reinsurance Corporation (now known as Odyssey Reinsurance Company), United States Fire Insurance Company, The North River Insurance Company and TIG Insurance Company, as amended by Amendment No. 1 thereto filed on May 29, 2008, Amendment No. 2 thereto filed on November 25, 2008, Amendment No. 3 thereto filed on December 9, 2008, Amendment No. 4 thereto filed on February 25, 2009, Amendment No. 5 thereto filed on December 22, 2009, Amendment No. 6 thereto filed on March 10, 2010, Amendment No. 7 thereto filed on December 13, 2010, and Amendment No. 8 thereto filed on May 3, 2011.
     Amendment No. 1 to the Schedule 13D was filed to report that Fairfax Financial Holdings Limited (“Fairfax”) and International Coal Group, Inc. (“ICG”) entered into a Registration Rights Agreement, dated as of May 16, 2008, as described in Item 6 therein.
     Amendment No. 2 to the Schedule 13D was filed to report that the Reporting Persons (as defined below) had acquired an additional 4,994,400 shares of common stock of ICG.
     Amendment No. 3 to the Schedule 13D was filed to report that the Reporting Persons had acquired an additional 4,090,000 shares of common stock of ICG.
     Amendment No. 4 to the Schedule 13D was filed to report that the Reporting Persons had acquired an additional 6,400,000 shares of common stock of ICG.
     Amendment No. 5 to the Schedule 13D was filed to report the exchange of $30,000,000 aggregate principal amount of 9.00% Convertible Senior Notes due 2012 (“2012 Notes”) of ICG for 8,616,188 shares of common stock of ICG.
     Amendment No. 6 to the Schedule 13D was filed to report that Fairfax and certain underwriters had entered into a lock-up agreement, dated as of March 10, 2010, with respect to the shares of common stock of ICG and debt securities of ICG beneficially owned by Fairfax.
     Amendment No. 7 to the Schedule 13D was filed to report to the sale of an aggregate of 22,577,800 shares of common stock of ICG by certain subsidiaries of Fairfax pursuant to an underwriting agreement, dated as of December 14, 2010, among Merrill Lynch, Pierce, Fenner & Smith Incorporated, ICG and the selling stockholders listed in Schedule B thereto, in connection with the sale of such shares in a public offering pursuant to a registration statement on Form S-3 (the “Registration Statement”) filed by ICG with the Commission. This transaction closed on December 17, 2010.
     Amendment No. 8 to the Schedule 13D was filed to report the entry by the Reporting Persons, Arch Coal, Inc. (“Arch”), Atlas Acquisition Corp. (“Merger Sub”) and the other parties thereto into a Tender and Voting Agreement, dated as of May 2, 2011, as described

12

 

in Item 4 herein, in connection with the entry by Arch, Merger Sub, and ICG into an Agreement and Plan of Merger, dated as of May 2, 2011, as described in Item 4 of the Schedule 13D.
     This Amendment No. 9 to the Schedule 13D relates to the consummation of the transactions contemplated by the Merger Agreement (as defined below), including the completion of the tender offer by Arch and Merger Sub for all of the outstanding shares of common stock of ICG on June 14, 2011 and the acceptance and payment for the shares of common stock of ICG tendered by the Reporting Persons in the tender offer, as described in Item 4 herein.
     The following amendments to Items 4, 5, 6 and 7 of the Schedule 13D are hereby made:
Item 4.   Purpose of Transaction.
     Item 4 of the Schedule 13D is hereby amended in its entirety to read as follows:
“On June 14, 2011, pursuant to the terms of the certain Agreement and Plan of Merger, dated May 2, 2011, by and among ICG, Arch Coal, Inc., a Delaware corporation (“Arch”), and Atlas Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Arch (“Merger Sub”), as amended on May 26, 2011 (as amended, the “Merger Agreement”), Arch completed its tender offer to acquire all of the issued and outstanding shares of ICG’s common stock (the “Shares”) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 16, 2011 and the related Letter of Transmittal (together, the “Offer”).
Pursuant to the Tender and Voting Agreement, dated May 2, 2011, by and among Wentworth, Odyssey America, Clearwater, TIG, and nSpire (the “Company Stockholders”), Arch and Merger Sub (the “Tender and Voting Agreement”), the Company Stockholders tendered all of their Shares into the Offer in accordance with the terms of the Offer as follows:
  •   1,185,600 Shares were tendered by Wentworth.
  •   10,483,840 Shares were tendered by Odyssey America.
  •   1,405,125 Shares were tendered by Clearwater.
  •   5,930,229 Shares were tendered by TIG.
  •   3,572,994 Shares were tendered by nSpire.
On June 14, 2011, Merger Sub accepted and paid for all of the Shares tendered by the Company Stockholders.
As a result of this transaction, the Company Stockholders no longer have beneficial ownership of any shares of the common stock of ICG.

13

 

References to, and descriptions of, the Tender and Voting Agreement as set forth above in this Item 4 are qualified in their entirety by reference to the copy of the Tender and Voting Agreement included as Exhibit 7.2 hereof, and incorporated in this Item 4 in its entirety where such references and descriptions appear.
References to, and descriptions of, the Merger Agreement as set forth above in this Item 4 are qualified in their entirety by reference to the copy of the Merger Agreement included as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the Commission on May 3, 2011, and incorporated in this Item 4 in its entirety where such references and descriptions appear.”
Item 5.   Interest in Securities of the Issuer.
     Item 5(c) of the Schedule 13D is hereby amended in its entirety to read as follows:
“(c) Except as described herein, none of the Reporting Persons during the last 60 days have acquired or disposed of any Shares.”
Item 6.   Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
     The response to Item 4 above is hereby incorporated by reference in its entirety into this Item 6.
Item 7.   Material to be Filed as Exhibits.
     Item 7 of the Schedule 13D is hereby amended and supplemented by the addition of the following exhibits to the end thereof:
     
“Ex. 9.1:
  Joint filing agreement, dated as of June 14, 2011 between V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Odyssey Reinsurance Company, Clearwater Insurance Company, TIG Insurance Company, Wentworth Insurance Company Ltd. and nSpire Re Limited.

14

 

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: June 14, 2011  V. Prem Watsa
 
 		  
  /s/  V. Prem Watsa  
       
       
 

 

 

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: June 14, 2011  1109519 Ontario Limited
 
 		  
  By:   /s/  V. Prem Watsa  
    Name:   V. Prem Watsa   
    Title:   President   
 

 

 

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: June 14, 2011  The Sixty Two Investment Company Limited
 
 		  
  By:   /s/  V. Prem Watsa  
    Name:   V. Prem Watsa   
    Title:   President   
 

 

 

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: June 14, 2011  810679 Ontario Limited
 
 		  
  By:   /s/  V. Prem Watsa  
    Name:   V. Prem Watsa   
    Title:   President   
 

 

 

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: June 14, 2011  Fairfax Financial Holdings Limited
 
 		  
  By:   /s/  Bradley P. Martin  
    Name:   Bradley P. Martin   
    Title:   Vice President and Chief Operating Officer   
 

 

 

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: June 14, 2011  Odyssey Reinsurance Company
 
 		  
  By:   /s/  Kirk M. Reische  
    Name:   Kirk M. Reische   
    Title:   Vice President   
 

 

 

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: June 14, 2011  Clearwater Insurance Company
 
 		  
  By:   /s/  Kirk M. Reische  
    Name:   Kirk M. Reische   
    Title:   Vice President   
 

 

 

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: June 14, 2011  TIG Insurance Company
 
 		  
  By:   /s/  John J. Bator  
    Name:   John J. Bator   
    Title:   Senior Vice President & Chief Financial Officer   
 

 

 

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: June 14, 2011  Wentworth Insurance Company Ltd.
 
 		  
  By:   /s/  Janice Burke  
    Name:   Janice Burke   
    Title:   Vice President and General Manager   
 

 

 

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: June 14, 2011 nSpire Re Limited
 
 		  
  By:   /s/  John Casey  
    Name:   John Casey   
    Title:   President and Chief Operating Officer   
 

 

 

Annex Index
     
Annex   Description
A  
Directors and Executive Officers of 1109519 Ontario Limited
B  
Directors and Executive Officers of The Sixty Two Investment Company Limited
C  
Directors and Executive Officers of 810679 Ontario Limited
D  
Directors and Executive Officers of Fairfax Financial Holdings Limited
E  
Directors and Executive Officers of Odyssey Reinsurance Company
F  
Directors and Executive Officers of Clearwater Insurance Company
G  
Directors and Executive Officers of TIG Insurance Company
H  
Directors and Executive Officers of Wentworth Insurance Company Ltd.
I  
Directors and Executive Officers of nSpire Re Limited

 

 

ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF
1109519 ONTARIO LIMITED
     The following table sets forth certain information with respect to the directors and executive officers of 1109519 Ontario Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
   
 
    
V. Prem Watsa
(President and Director) 		 
Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
  Canadian
   
 
    
Eric P. Salsberg
(Assistant Secretary) 		 
Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
  Canadian

 

 

ANNEX B
DIRECTORS AND EXECUTIVE OFFICERS OF
THE SIXTY TWO INVESTMENT COMPANY LIMITED
     The following table sets forth certain information with respect to the directors and executive officers of The Sixty Two Investment Company Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
   
 
    
V. Prem Watsa
(President and Director) 		 
Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
  Canadian
   
 
    
Eric P. Salsberg
(Secretary and Director) 		 
Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
  Canadian

 

 

ANNEX C
DIRECTORS AND EXECUTIVE OFFICERS OF
810679 ONTARIO LIMITED
     The following table sets forth certain information with respect to the directors and executive officers of 810679 Ontario Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
   
 
    
V. Prem Watsa
(President and Director) 		 
Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
  Canadian
   
 
    
Eric P. Salsberg
(Assistant Secretary) 		 
Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
  Canadian

 

 

ANNEX D
DIRECTORS AND EXECUTIVE OFFICERS OF
FAIRFAX FINANCIAL HOLDINGS LIMITED
     The following table sets forth certain information with respect to the directors and executive officers of Fairfax Financial Holdings Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
   
 
    
V. Prem Watsa
(Chairman and Chief Executive Officer) 		 
Chairman and Chief Executive Officer,
Fairfax Financial Holdings Limited
95 Wellington Street West
Suite 800
Toronto, Ontario M5J 2N7
  Canadian
   
 
    
Anthony Griffiths
(Director) 		 
Independent Business Consultant
Toronto, Ontario, Canada
  Canadian
   
 
    
Robert Gunn
(Director) 		 
Independent Business Consultant
Toronto, Ontario, Canada
  Canadian
   
 
    
Brandon W. Sweitzer
(Director) 		 
Senior Advisor to the President of the Chamber of Commerce of The United States
1615 H Street, NW
Washington, DC 20062
  United States
   
 
    
Alan D. Horn
(Director) 		 
Chairman, Rogers Communications Inc. and President and Chief Executive Officer, Rogers Telecommunications Limited
Toronto, Ontario, Canada
  Canadian
   
 
    
Timothy R. Price
(Director) 		 
Chairman of Brookfield Funds
Brookfield Asset Management Inc.
Brookfield Place, Suite 300
181 Bay Street
Toronto, ON M5J 2T3
  Canadian

 

 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
   
 
    
John Varnell
(Vice President and Chief Financial Officer) 		 
Vice President and Chief Financial Officer,
Fairfax Financial Holdings Limited
  Canadian
   
 
    
Eric P. Salsberg
(Vice President, Corporate Affairs) 		 
Vice President, Corporate Affairs,
Fairfax Financial Holdings Limited
  Canadian
   
 
    
Paul Rivett
(Vice President, Chief Legal Officer) 		 
Vice President, Chief Legal Officer
Fairfax Financial Holdings Limited
  Canadian
   
 
    
Bradley P. Martin
(Vice President, Chief Operating Officer and Corporate Secretary) 		 
Vice President, Chief Operating Officer and Corporate Secretary,
Fairfax Financial Holdings Limited
  Canadian

 

 

ANNEX E
DIRECTORS AND EXECUTIVE OFFICERS OF
ODYSSEY REINSURANCE COMPANY
     The following table sets forth certain information with respect to the directors and executive officers of Odyssey Reinsurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
   
 
    
Brian D. Young
(Chief Executive Officer,
President and Director) 		 
President and Chief Executive Officer,
Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902
  United States
   
 
    
Michael G. Wacek
(Executive Vice President and Director) 		 
Executive Vice President,
Odyssey Re Holdings Corp.
  United States
   
 
    
Jan Christiansen
(Executive Vice President and Director) 		 
Executive Vice President and Chief Financial Officer,
Odyssey Re Holdings Corp.
  Denmark
   
 
    
James B. Salvesen
(Senior Vice President and Chief Financial Officer) 		 
Senior Vice President and Chief Financial Officer,
Odyssey Reinsurance Company
  United States
   
 
    
Peter H. Lovell
(Senior Vice President, General Counsel and Corporate Secretary) 		 
Senior Vice President, General Counsel and Corporate Secretary,
Odyssey Re Holdings Corp.
  United States

 

 

ANNEX F
DIRECTORS AND EXECUTIVE OFFICERS OF
CLEARWATER INSURANCE COMPANY
     The following table sets forth certain information with respect to the directors and executive officers of Clearwater Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
   
 
    
Brian D. Young
(Executive Vice President) 		 
President and Chief Executive Officer,
Odyssey Re Holdings Corp.
300 First Stamford Place,
Stamford, Connecticut 06902
  United States
   
 
    
Jan Christiansen (President)
  
Executive Vice President and Chief Financial Officer,
Odyssey Re Holdings Corp.
  Denmark
   
 
    
Michael G. Wacek
(Executive Vice President) 		 
Executive Vice President,
Odyssey Re Holdings Corp.
  United States
   
 
    
Robert S. Bennett
(Executive Vice President and Chief Actuary) 		 
Executive Vice President and Chief Actuary,
Odyssey Reinsurance Company
  United States
   
 
    
Peter H. Lovell
(Senior Vice President, General Counsel and Corporate Secretary) 		 
Senior Vice President, General Counsel and Corporate Secretary,
Odyssey Re Holdings Corp.
  United States
   
 
    
Christopher L. Gallagher
(Executive Vice President) 		 
Senior Vice President,
Odyssey Reinsurance Company
  United States
   
 
    
Nicholas C. Bentley
(Director) 		 
Chairman, President and Chief Executive Officer,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United Kingdom

 

 

         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
   
 
    
John J. Bator
(Director) 		 
Senior Vice President and Chief Financial Officer,
Riverstone Resources LLC
  United States
   
 
    
Nina L. Caroselli
(Director) 		 
Senior Vice President,
Riverstone Resources LLC
  United States
   
 
    
Richard J. Fabian
(Director) 		 
Senior Vice President and General Counsel, Riverstone Resources LLC
  United States
   
 
    
John M. Parker
(Director) 		 
Senior Vice President,
Riverstone Resources LLC
  United States

 

 

ANNEX G
DIRECTORS AND EXECUTIVE OFFICERS OF
TIG INSURANCE COMPANY
     The following table sets forth certain information with respect to the directors and executive officers of TIG Insurance Company.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
   
 
    
Nicholas C. Bentley
(Chairman, Chief Executive Officer, President and Director) 		 
Chairman, President and Chief Executive Officer,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United Kingdom
   
 
    
Charles G. Ehrlich
(Senior Vice President, Secretary and Director) 		 
Senior Vice President,
Riverstone Resources LLC
  United States
   
 
    
John M. Parker
(Senior Vice President and Director) 		 
Senior Vice President,
Riverstone Resources LLC
  United States
   
 
    
John J. Bator
(Senior Vice President, Chief Financial Officer and Director) 		 
Senior Vice President and Chief Financial Officer,
Riverstone Resources LLC
  United States
   
 
    
Frank DeMaria
(Senior Vice President and Director) 		 
Senior Vice President,
Riverstone Resources LLC
  United States
   
 
    
Richard J. Fabian
(Senior Vice President, General Counsel and Director) 		 
Senior Vice President and General Counsel, Riverstone Resources LLC
  United States

 

 

ANNEX H
DIRECTORS AND EXECUTIVE OFFICERS OF
WENTWORTH INSURANCE COMPANY LTD.
     The following table sets forth certain information with respect to the directors and executive officers of Wentworth Insurance Company Ltd.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
   
 
    
Colin Denis Murray
(Director) 		 
Director and General Manager
JLT Insurance Management (B’dos) Ltd.
Suite 302, Stevmar House, Rockley
Christ Church, Barbados
  Trinidad
   
 
    
Alister O’Brien Campbell
(Director) 		 
Director,
Wentworth Insurance Company Ltd.
Building #2 – Suite 1A, Manor Lodge
Complex, Lodge Hill, St. Michael, Barbados
  Barbados
   
 
    
Ronald Schokking
(Chairman) 		 
Vice President & Treasurer
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, M5J 2N7
  Canada
   
 
    
Jean Cloutier
(Director) 		 
Vice President and Chief Actuary
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario, M5J 2N7
  Canada
   
 
    
William Peter Douglas
(Director) 		 
General Manager,
Zenta Global Ltd.
Suite C, Durants Business Centre
Durants, Christ Church, Barbados
  Barbados
   
 
    
Janice Burke
(Vice President and General Manager) 		 
Vice President and General Manager,
Wentworth Insurance Company Ltd.
Building #2 – Suite 1A, Manor Lodge
Complex, Lodge Hill, St. Michael, Barbados
  United States

 

 

ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF
NSPIRE RE LIMITED
     The following table sets forth certain information with respect to the directors and executive officers of nSpire Re Limited.
         
    Present Principal Occupation or    
    Employment and the Name, Principal    
    Business and Address of any Corporation    
    or other Organization in which such    
Name   employment is conducted   Citizenship
   
 
    
Ronald Schokking
(Chairman & Director) 		 
Vice President & Treasurer,
Fairfax Financial Holdings Limited
95 Wellington Street West, Suite 800
Toronto, Ontario M5J 2N7
  Canada
   
 
    
Adrian Masterson
(Director) 		 
Company Director,
nSpire Re Limited
First Floor, 25-28 Adelaide Road
Dublin 2, Ireland
  Republic of Ireland
   
 
    
David Caird
(Director) 		 
Company Director,
nSpire Re Limited
First Floor, 25-28 Adelaide Road
Dublin 2, Ireland
  Republic of Ireland
   
 
    
Jim Ruane
(Director) 		 
Company Director,
nSpire Re Limited
First Floor, 25-28 Adelaide Road
Dublin 2, Ireland
  Republic of Ireland
   
 
    
Nicholas C. Bentley
(Director) 		 
Manager, President and Chief Executive Officer,
Riverstone Resources LLC
250 Commercial Street, Suite 5000
Manchester, NH 03101
  United Kingdom
   
 
    
John Casey
(President and Chief Operating Officer) 		 
President and Chief Operating Officer,
nSpire Re Limited
First Floor, 25-28 Adelaide Road
Dublin 2, Ireland
  Republic of Ireland

 

 

Exhibit Index
     
Exhibit No.   Description
Ex. 9.1:  
Joint filing agreement, dated as of June 14, 2011 between V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, Odyssey Reinsurance Company, Clearwater Insurance Company, TIG Insurance Company, Wentworth Insurance Company Ltd. and nSpire Re Limited.