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

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

 

Blue Capital Reinsurance Holdings Ltd.

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(Name of Issuer)

 

Common Shares, par value $1.00 per share

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(Title of Class of Securities)

 

G1190F107

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(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 28, 2017

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(Date of Event Which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

 

* 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 disclosures provided in a prior cover page.

 

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 (“Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

SCHEDULE 13D

1	NAME OF REPORTING PERSONS   Sompo Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Japan
Number of Shares Beneficially Owned by Each Reporting person With		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,911,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   33.3%
14	TYPE OF REPORTING PERSON (See Instructions)   CO

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SCHEDULE 13D

1	NAME OF REPORTING PERSONS   Sompo Japan Nipponkoa Insurance Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Japan
Number of Shares Beneficially Owned by Each Reporting person With		7	SOLE VOTING POWER   0
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   0
		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,911,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   33.3%
14	TYPE OF REPORTING PERSON (See Instructions)   IC

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SCHEDULE 13D

1	NAME OF REPORTING PERSONS   Endurance Specialty Holdings Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda
Number of Shares Beneficially Owned by Each Reporting person With		7	SOLE VOTING POWER   411,518
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   411,518
		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,911,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   33.3%
14	TYPE OF REPORTING PERSON (See Instructions)   IC

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SCHEDULE 13D

1	NAME OF REPORTING PERSONS   Endurance Specialty Insurance Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (See Instructions)   WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			o
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Bermuda
Number of Shares Beneficially Owned by Each Reporting person With		7	SOLE VOTING POWER   2,500,000
		8	SHARED VOTING POWER   0
		9	SOLE DISPOSITIVE POWER   2,500,000
		10	SHARED DISPOSITIVE POWER   0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,911,518
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)			o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   33.3%
14	TYPE OF REPORTING PERSON (See Instructions)   IC

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The purpose of this Amendment No. 7 to Schedule 13D (this “Amendment”) is to substitute Endurance Specialty Insurance Ltd., a Bermuda exempted company (“Endurance Bermuda”), a wholly-owned subsidiary of Endurance Specialty Holdings Ltd., a Bermuda exempted company (“Endurance”), for Montpelier Reinsurance Ltd., a Bermuda exempted company (“Montpelier Re”), as a Reporting Person (defined below) as a result of the merger, effective December 29, 2015, of Montpelier Re into Endurance Bermuda, and to add Sompo Holdings, Inc. (“Sompo”) and Sompo Japan Nipponkoa Insurance Inc. (“SJNI”) as Reporting Persons as a result of the merger, effective March 28, 2017, pursuant to which Volcano International Limited, a Bermuda exempted company and a direct, wholly-owned subsidiary of SJNI (the “Endurance Merger Sub”), merged with and into Endurance, with Endurance surviving the merger as a direct, wholly-owned subsidiary of SJNI and an indirect, wholly-owned subsidiary of Sompo.  Except as set forth in this Amendment, all previous Items are unchanged.  Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Schedule 13D filed by Montpelier Re and Montpelier Re Holdings Ltd., a Bermuda exempted company (“Montpelier”) with the SEC on November 13, 2013 (the “Original 13D”).

 

Item 2. Identity and Background

 

Item 2 of the Original 13D is hereby deleted in its entirety and replaced with the following:

 

 

 

 

SJNI is property and casualty insurance company organized under the laws of Japan and a direct, wholly-owned subsidiary of Sompo.  SJNI was established through the merger of Sompo Japan Insurance Inc. and Nipponkoa Insurance Co., Ltd. in September 2014.

 

Endurance is a global specialty provider of property and casualty insurance and reinsurance and a direct, wholly-owned subsidiary of SJNI.  Through its operating subsidiaries, Endurance writes agriculture, casualty and other specialty, professional lines and property, marine and energy lines of insurance and catastrophe, property, casualty, professional lines and specialty lines of reinsurance.

 

Endurance Bermuda is a wholly-owned subsidiary of Endurance registered in Bermuda under the Insurance Act as a Class 4 insurer to provide insurance and reinsurance on a rated basis.

 

The name, business address, present principal occupation or employment and citizenship of each director and executive officer of the Reporting Persons are set forth on Annex A hereto and are incorporated by reference herein in their entirety.

 

 

Item 3. Source and Amount of Funds or Other Consideration

 

Item 3 of the Original 13D is hereby supplemented to include the following:

 

Effective July 31, 2015, in accordance with the Agreement and Plan of Merger, dated as of March 31, 2015, among Montpelier, Endurance and Millhill Holdings Ltd., a direct, wholly-owned subsidiary of Endurance (“Montpelier Merger Sub”) (the “Montpelier Merger Agreement”), Montpelier was merged with and into Montpelier Merger Sub with Montpelier Merger Sub continuing as the surviving company, as a result of which Endurance became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier (the “First Montpelier Merger”).  Upon completion of the First Montpelier Merger, each share of common stock, 1/6 cent par value per share, of Montpelier issued and outstanding immediately prior to the effective time of the First Montpelier Merger was converted into the right to receive 0.472 of an ordinary share, par value $1.00 per share, of Endurance and cash in lieu of any fractional share to which the holder was entitled (the “Montpelier Merger Consideration”).  In addition, pursuant to the terms and conditions of the Montpelier Merger Agreement and prior to the effective time of the First Montpelier Merger, Montpelier paid a special dividend of $9.89 per Montpelier common share to the holders of record of issued and outstanding Montpelier common shares as of July 30, 2015, the record date for such special dividend.  Immediately following the First Montpelier Merger, Montpelier Merger Sub merged with and into Endurance pursuant to a merger agreement, dated as of July 31, 2015, by and between Endurance and Montpelier Merger Sub (the “Second Montpelier Merger”).  As a result of the Second Montpelier Merger, Endurance became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier.

 

Effective December 29, 2015, Montpelier Re merged with and into Endurance Bermuda with Endurance Bermuda continuing as the surviving company (the “Montpelier Re Merger”).  As a result of the Montpelier Re Merger, Endurance Bermuda became the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier Re.

 

Effective March 28, 2017, in accordance with the Agreement and Plan of Merger, dated as of October 5, 2016, among Endurance, Sompo and Endurance Merger Sub (the “Endurance Merger Agreement”), Endurance Merger Sub merged with and into Endurance, with Endurance surviving the Endurance Merger as a direct, wholly-owned subsidiary of SJNI and an indirect, wholly owned subsidiary of Sompo (the “Endurance Merger”).  As a result of the Endurance Merger, Sompo and SJNI became beneficial owners of the reported shares of the Issuer formerly beneficially owned by Endurance.

 

Item 4. Purpose of Transaction

 

Item 4 of the Original 13D is hereby deleted in its entirety and replaced with the following:

 

On July 31, 2015, Montpelier and Montpelier Merger Sub consummated the First Montpelier Merger in accordance with the Montpelier Merger Agreement.  As a result of the First Montpelier Merger, Montpelier ceased to exist as a separate entity and each outstanding common share of Montpelier was cancelled and converted into the right to receive the Montpelier Merger Consideration.  Immediately following the First Montpelier Merger, Endurance and Montpelier Merger Sub consummated the Second Montpelier Merger resulting in Endurance becoming the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier.

 

On December 29, 2015, Montpelier Re and Endurance Bermuda consummated the Montpelier Re Merger.  As a result of the Montpelier Re Merger, Montpelier Re ceased to exist as a separate entity, resulting in Endurance Bermuda becoming the beneficial owner of the reported shares of the Issuer formerly beneficially owned by Montpelier Re.

 

On March 28, 2017, Endurance and Volcano consummated the Endurance Merger in accordance with the Endurance Merger Agreement.  As a result of the Endurance Merger, Sompo and SJNI also became the beneficial owners of the reported shares of the Issuer formerly beneficially owned by Endurance.

Pursuant to the Shareholder and Registration Rights Agreement, dated as of November 12, 2013 between the Issuer and Montpelier Re, Endurance Bermuda (as the successor to Montpelier Re) will have the right to nominate two of the Issuer’s five directors (or, if the Issuer’s Board of Directors consists of more than five directors, not less than 40% of the total board seats at any given time) until the later of the date on which (1) Endurance (as the successor to Montpelier), or any of its wholly-owned subsidiaries, sell any of their Common Shares and (2) Endurance (as the successor to Montpelier), or any of its wholly-owned subsidiaries, own less than 5% of the Common Shares.  Endurance Bermuda will have the right to designate one of its nominees as chairman of the Issuer’s Board of Directors.  In their capacity as a director of the Issuer, Endurance Bermuda’s nominees on the Issuer’s Board of Directors may take an active role in working with the Issuer’s management on operational, financial and strategic initiatives.

 

Members of the Issuer’s management are also employees of the Reporting Persons.  In their capacity as management of the Issuer, these employees may take an active role with respect to the Issuer’s operational, financial and strategic initiatives.

 

The Reporting Persons regularly review the Issuer’s business, performance, condition (financial or otherwise), results of operations, operations, competitive position, share price and anticipated future developments and prospects, as well as general economic conditions and existing and anticipated market and industry conditions and trends affecting the Issuer.  The Reporting Persons regularly discuss such matters with the Issuer’s management and Board of Directors either directly or through Board participation.  As a result of these or other factors and any such discussions, the Reporting Persons may, and reserve the right to, formulate and actively participate in any plans or proposals regarding the Issuer, including any of the actions or transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D, and to change their intentions with respect thereto at any time, as they deem appropriate.

 

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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

DATED:  March 29, 2017

Annex A

 

DIRECTORS AND EXECUTIVE OFFICERS OF SOMPO JAPAN NIPPONKOA INC.