SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G/A

(Amendment No. 1)

 

Under the Securities Exchange Act of 1934

EXCO Resources, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

269279402

(CUSIP Number)

December 31, 2014

(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. 269279402

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
17,538,912

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
17,538,912

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,538,912

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
6.4%

 

 

12

Type of Reporting Person
IN

 

2


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
1109519 ONTARIO LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
ONTARIO, CANADA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
17,538,912

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
17,538,912

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,538,912

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
6.4%

 

 

12

Type of Reporting Person
CO

 

3


 

CUSIP No. 269279402

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
17,538,912

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
17,538,912

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,538,912

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
6.4%

 

 

12

Type of Reporting Person
CO

 

4


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
810679 ONTARIO LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
ONTARIO, CANADA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
17,538,912

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
17,538,912

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,538,912

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
6.4%

 

 

12

Type of Reporting Person
CO

 

5


 

CUSIP No. 269279402

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
17,538,912

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
17,538,912

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,538,912

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
6.4%

 

 

12

Type of Reporting Person
CO

 

6


 

CUSIP No. 269279402

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
15,092,396

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
15,092,396

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
15,092,396

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
5.5%

 

 

12

Type of Reporting Person
CO

 

7


 

CUSIP No. 269279402

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
13,426,741

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
13,426,741

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
13,426,741

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
4.9%

 

 

12

Type of Reporting Person
CO

 

8


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
ZENITH NATIONAL INSURANCE 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
2,160,785

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
2,160,785

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,160,785

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.8%

 

 

12

Type of Reporting Person
CO

 

9


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
ZENITH INSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
2,160,785

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
2,160,785

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
2,160,785

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.8%

 

 

12

Type of Reporting Person
CO

 

10


 

CUSIP No. 269279402

13G

 

 

 

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)

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
469,701

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
469,701

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
469,701

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.2%

 

 

12

Type of Reporting Person
CO

 

11


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
TIG 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
470,408

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
470,408

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
470,408

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.2%

 

 

12

Type of Reporting Person
CO

 

12


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
TIG INSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
470,408

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
470,408

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
470,408

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.2%

 

 

12

Type of Reporting Person
CO

 

13


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
FAIRMONT SPECIALTY GROUP, 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
203,885

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
203,885

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
203,885

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12

Type of Reporting Person
CO

 

14


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
FAIRMONT PREMIER INSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
203,885

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
203,885

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
203,885

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12

Type of Reporting Person
CO

 

15


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
FAIRMONT INSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
17,539

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
17,539

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
17,539

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
CO

 

16


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
FAIRMONT SPECIALTY INSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
CALIFORNIA

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
158,473

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
158,473

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
158,473

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12

Type of Reporting Person
CO

 

17


 

CUSIP No. 269279402

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
9,895,214

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
9,895,214

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,895,214

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
3.6%

 

 

12

Type of Reporting Person
CO

 

18


 

CUSIP No. 269279402

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
9,895,214

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
9,895,214

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,895,214

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
3.6%

 

 

12

Type of Reporting Person
CO

 

19


 

CUSIP No. 269279402

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
9,895,214

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
9,895,214

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,895,214

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
3.6%

 

 

12

Type of Reporting Person
CO

 

20


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
CLEARWATER SELECT INSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
CONNECTICUT

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
6,389,723

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
6,389,723

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
6,389,723

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
2.3%

 

 

12

Type of Reporting Person
CO

 

21


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
CRUM & FORSTER HOLDINGS CORP.

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
430,633

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
430,633

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
430,633

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.2%

 

 

12

Type of Reporting Person
CO

 

22


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
UNITED STATES FIRE INSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
DELAWARE

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
368,309

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
368,309

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
368,309

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.1%

 

 

12

Type of Reporting Person
CO

 

23


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
THE NORTH RIVER INSURANCE COMPANY

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
NEW JERSEY

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
62,324

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
62,324

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
62,324

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
CO

 

24


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
FAIRFAX (BARBADOS) INTERNATIONAL 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
BARBADOS

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
40,401

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
40,401

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
40,401

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
CO

 

25


 

CUSIP No. 269279402

13G

 

 

 

1

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

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
3,131,876

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,131,876

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,131,876

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
1.1%

 

 

12

Type of Reporting Person
CO

 

26


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
ADVENT CAPITAL (NO. 3) 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
3,131,876

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
3,131,876

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
3,131,876

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
1.1%

 

 

12

Type of Reporting Person
CO

 

27


 

CUSIP No. 269279402

 

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
STONEBRIDGE HOLDING S.À.R.L.

 

 

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
LUXEMBOURG

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
1,608,565

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,608,565

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,608,565

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.6%

 

 

12

Type of Reporting Person
CO

 

28


 

CUSIP No. 269279402

 

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
STONEBRIDGE RE S.A.

 

 

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
LUXEMBOURG

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
1,608,565

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,608,565

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,608,565

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.6%

 

 

12

Type of Reporting Person
CO

 

29


 

CUSIP No. 269279402

 

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
FAIRFAX LUXEMBOURG HOLDINGS S.À.R.L.

 

 

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
LUXEMBOURG

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
1,608,565

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,608,565

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,608,565

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.6%

 

 

12

Type of Reporting Person
CO

 

30


 

CUSIP No. 269279402

 

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
RIVERSTONE 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
1,608,565

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,608,565

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,608,565

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.6%

 

 

12

Type of Reporting Person
CO

 

31


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
RIVERSTONE INSURANCE 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
1,608,565

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
1,608,565

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
1,608,565

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.6%

 

 

12

Type of Reporting Person
CO

 

32


 

CUSIP No. 269279402

 

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
1823671 ONTARIO LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
ONTARIO

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
9,165

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
9,165

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
9,165

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
CO

 

33


 

CUSIP No. 269279402

 

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
1874616 ONTARIO LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
ONTARIO

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
5,001

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
5,001

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
5,001

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
CO

 

34


 

CUSIP No. 269279402

 

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
1874617 ONTARIO LIMITED

 

 

2

Check the Appropriate Box if a Member of a Group

 

 

(a)

o

 

 

(b)

x

 

 

3

SEC Use Only

 

 

4

Citizenship or Place of Organization
ONTARIO

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
13,005

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
13,005

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
13,005

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
CO

 

35


 

CUSIP No. 269279402

 

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
NORTHBRIDGE SHARE OPTION 1 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
ONTARIO

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5

Sole Voting Power

 

6

Shared Voting Power
391

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
391

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
391

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
CO

 

36


 

CUSIP No. 269279402

 

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
NORTHBRIDGE FINANCIAL CORPORATION

 

 

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
55,816

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
55,816

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
55,816

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
CO

 

37


 

CUSIP No. 269279402

13G

 

 

 

1

Names of Reporting Person/I.R.S. Identification Nos. of Above Persons (Entities Only)
NORTHBRIDGE GENERAL INSURANCE CORPORATION

 

 

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
55,816

 

7

Sole Dispositive Power

 

8

Shared Dispositive Power
55,816

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person
55,816

 

 

10

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

 

 

11

Percent of Class Represented by Amount in Row (9)
0.0%

 

 

12

Type of Reporting Person
CO

 

38


 

Item 1. (a)

 

Name of Issuer:
EXCO Resources, Inc.

Item 1(b)

 

Address of Issuer’s Principal Executive Offices:
12377 Merit Drive, Suite 1700, Dallas, Texas 75251

 

Item 2. (a)

 

Name of Person Filing:

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

 

1.     V. Prem Watsa, an individual;

 

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

 

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

 

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

 

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

 

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

 

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

 

8.     Zenith National Insurance Corp. (“ZNIC”), a corporation incorporated under the laws of Delaware;

 

9.     Zenith Insurance Company (“Zenith”), a corporation incorporated under the laws of California;

 

10.  Clearwater Insurance Company (“Clearwater”), a corporation incorporated under the laws of Delaware;

 

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

 

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

 

13.  Fairmont Specialty Group Inc. (“FSG”), a corporation incorporated under the laws of Delaware;

 

14.  Fairmont Premier Insurance Company (“FPIC”), a corporation incorporated under the laws of California;

 

15.  Fairmont Specialty Insurance Company (“Fairmont”), a corporation incorporated under the laws of California;

 

16.  Fairmont Insurance Company (“FIC”), a corporation incorporated under the laws of California;

 

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

 

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

 

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

 

39


 

 

 

20.  Clearwater Select Insurance Company (“Clearwater Select”), a corporation incorporated under the laws of Connecticut;

 

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

 

22.  The North River Insurance Company (“North River”), a corporation incorporated under the laws of New Jersey;

 

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

 

24.  Fairfax (Barbados) International Corp. (“FBIC”), a corporation established under the laws of Barbados;

 

25.  Advent Capital (Holdings) Ltd. (“Advent”), a company incorporated under the laws of England and Wales;

 

26.  Advent Capital (No. 3) Limited (“Advent No. 3”), a company incorporated under the laws of England and Wales;

 

27.  Stonebridge Holding S.à.r.l. (“Stonebridge”), a private limited liability company established under the laws of Luxembourg;

 

28.  Stonebridge Re S.A. (“Stonebridge Re”), a public limited company established under the laws of Luxembourg;

 

29.  Fairfax Luxembourg Holdings S.à.r.l. (“Fairfax Lux”), a private limited liability company established under the laws of Luxembourg;

 

30.  RiverStone Holdings Ltd. (“RiverStone Holdings”), a company incorporated under the laws of England and Wales;

 

31.  RiverStone Insurance Limited (“RiverStone”), a company incorporated under the laws of England and Wales;

 

32.  1823671 Ontario Limited (“1823671”), a corporation incorporated under the laws of the Ontario;

 

33.  1874616 Ontario Limited (“1874616”), a corporation incorporated under the laws of the Ontario;

 

34.  1874617 Ontario Limited (“1874617”), a corporation incorporated under the laws of the Ontario;

 

35.  Northbridge Share Option 1 Corp. (“NSOC”), a corporation incorporated under the laws of the Ontario;

 

36.  Northbridge Financial Corporation (“NFC”), a corporation incorporated under the laws of Canada; and

 

37.  Northbridge General Insurance Corporation (“Northbridge General”), a corporation incorporated under the laws of Canada.

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;

 

40


 

 

 

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

 

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

 

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

 

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

 

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

 

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

 

8.     The principal business and principal office address of ZNIC is 21255 Califa Street, Woodland Hills, California 91367;

 

9.     The principal business address and principal office address of Zenith is 21255 Califa Street, Woodland Hills, California 91367;

 

10.  The principal business address and principal office address of Clearwater is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;

 

11.  The principal business and principal office address of TIGH is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;

 

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

 

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

 

14.  The principal business address and principal office address of FPIC is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;

 

15.  The principal business address and principal office address of Fairmont is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;

 

16.  The principal business address and principal office address of FIC is 250 Commercial Street, Suite 5000, Manchester, New Hampshire 03101;

 

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

 

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

 

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

 

41


 

 

 

20.  The principal business address and principal office address of Clearwater Select is 300 First Stamford Place, Stamford, Connecticut 06902;

 

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

 

22.  The principal business address and principal office address of North River is 305 Madison Avenue, Morristown, New Jersey 07962;

 

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

 

24.  The principal business and principal office address of FBIC is #12 Pine Commercial, The Pine, St Michael, Barbados, West Indies, BB11103;

 

25.  The principal business address and principal office address of Advent is 2 Minster Court, Mincing Lane, London EC3R 7BB, England;

 

26.  The principal business address and principal office address of Advent No. 3 is 2 Minster Court, Mincing Lane, London EC3R 7BB, England;

 

27.  The principal business address and principal office address of Stonebridge is 20, rue Eugène Ruppert, L-2453 Luxembourg;

 

28.  The principal business address and principal office address of RiverStone Holdings is 161-163 Preston Road, Brighton, East Sussex, BN1 6AU, England;

 

29.  The principal business address and principal office address of Fairfax Lux is 5, rue Guillaume Kroll, L-1882 Luxembourg;

 

30.  The principal business address and principal office address of Stonebridge Re is 20, rue Eugène Ruppert, L-2453 Luxembourg;

 

31.  The principal business address and principal office address of RiverStone is 161-163 Preston Road, Brighton, East Sussex, BN1 6AU, England;

 

32.  The principal business address and principal office address of 1823671 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

33.  The principal business address and principal office address of 1874616 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

34.  The principal business address and principal office address of 1874617 is 95 Wellington Street West, Suite 800, Toronto, Ontario M5J 2N7;

 

35.  The principal business address and principal office address of NSOC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario M5H 1P9;

 

36.  The principal business address and principal office address of NFC is 105 Adelaide Street West, 7th Floor, Toronto, Ontario M5H 1P9; and

 

42


 

 

 

37.  The principal business address and principal office address of Northbridge General is 105 Adelaide Street West, 3rd Floor, Toronto, Ontario M5H 1P9.

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:
269279402

 

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);

 

(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 EXCO Resources, 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/A, and such information is incorporated herein by reference.

 

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

 

43


 

Neither the filing of this Schedule 13G/A nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 1109519, Sixty Two, 810679, Fairfax, FFHL, Fairfax US, ZNIC, Zenith, Clearwater, TIGH, TIG, FSG, FPIC, Fairmont, FIC, Odyssey, Odyssey Re, Odyssey Reinsurance, Clearwater Select, Crum & Forster, North River, US Fire, FBIC, Advent, Advent No. 3, Stonebridge, Stonebridge Re, Fairfax Lux, RiverStone Holdings, RiverStone, 1823671, 1874616, 1874617, NSOC, NFC or Northbridge General 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

 

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.

 

44


 

SIGNATURE

 

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

 

Dated: February 13, 2015

V. Prem Watsa

 

 

 

/s/ V. Prem Watsa

 

45


 

SIGNATURE

 

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

 

Dated: February 13, 2015

1109519 Ontario Limited

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name: V. Prem Watsa

 

 

Title: President

 

46


 

SIGNATURE

 

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

 

Dated: February 13, 2015

The Sixty Two Investment Company Limited

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name: V. Prem Watsa

 

 

Title: President

 

47


 

SIGNATURE

 

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

 

Dated: February 13, 2015

810679 Ontario Limited

 

 

 

By:

/s/ V. Prem Watsa

 

 

Name: V. Prem Watsa

 

 

Title: President

 

48


 

SIGNATURE

 

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

 

Dated: February 13, 2015

Fairfax Financial Holdings Limited

 

 

 

By:

/s/ Paul Rivett

 

 

Name:

Paul Rivett

 

 

Title:

President

 

49


 

SIGNATURE

 

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

 

Dated: February 13, 2015

FFHL Group Ltd.

 

 

 

By:

/s/ Paul Rivett

 

 

Name:

Paul Rivett

 

 

Title:

Director

 

50


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Fairfax (US) Inc.

 

 

 

 

 

 

By:

/s/ Dorothy D. Whitaker

 

 

Name:

Dorothy D. Whitaker

 

 

Title:

Treasurer, Secretary and Director

 

51


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Zenith National Insurance Corp.

 

 

 

 

 

 

By:

/s/ Michael Jansen

 

 

 

Name:

Michael Jansen

 

 

 

Title:

Executive Vice President, General Counsel and Director

 

52


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Zenith Insurance Company

 

 

 

 

 

 

By:

/s/ Michael Jansen

 

 

 

Name:

Michael Jansen

 

 

 

Title:

Executive Vice President, General Counsel and Director

 

53


 

SIGNATURE

 

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

 

Dated: February 13, 2015

Clearwater Insurance Company

 

 

 

By:

/s/ John J. Bator

 

 

Name: John J. Bator

 

 

Title: CFO, Treasurer and Sr. Vice President

 

54


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

TIG Holdings, Inc.

 

 

 

 

 

 

By:

/s/ Dorothy D. Whitaker

 

 

 

Name:

Dorothy D. Whitaker

 

 

 

Title:

Chairman, President and Secretary

 

55


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

TIG Insurance Company

 

 

 

 

 

 

By:

/s/ John J. Bator

 

 

 

Name:

John J. Bator

 

 

 

Title:

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

56


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Fairmont Specialty Group Inc.

 

 

 

 

 

 

By:

/s/ John J. Bator

 

 

 

Name:

John J. Bator

 

 

 

Title:

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

57


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Fairmont Premier Insurance Company

 

 

 

 

 

 

By:

/s/ John J. Bator

 

 

 

Name:

John J. Bator

 

 

 

Title:

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

58


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Fairmont Specialty Insurance Company

 

 

 

 

 

 

By:

/s/ John J. Bator

 

 

 

Name:

John J. Bator

 

 

 

Title:

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

59


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Fairmont Insurance Company

 

 

 

 

 

 

By:

/s/ John J. Bator

 

 

 

Name:

John J. Bator

 

 

 

Title:

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

60


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Odyssey US Holdings Inc.

 

 

 

 

 

 

By:

/s/ Jan Christiansen

 

 

 

Name:

Jan Christiansen

 

 

 

Title:

Executive Vice President

 

61


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Odyssey Re Holdings Corp.

 

 

 

 

 

 

By:

/s/ Jan Christiansen

 

 

 

Name:

Jan Christiansen

 

 

 

Title:

Executive Vice President

 

62


 

SIGNATURE

 

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

 

Dated: February 13, 2015

Odyssey Reinsurance Company

 

 

 

By:

/s/ Kirk M. Reische

 

 

Name: Kirk M. Reische

 

 

Title:   Vice President

 

63


 

SIGNATURE

 

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

 

Dated: February 13, 2015

Clearwater Select Insurance Company

 

 

 

By:

/s/ Kirk M. Reische

 

 

Name: Kirk M. Reische

 

 

Title:   Vice President

 

64


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Crum & Forster Holdings Corp.

 

 

 

 

 

 

By:

/s/ Paul W. Bassaline

 

 

 

Name:

Paul W. Bassaline

 

 

 

Title:

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

65


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

The North River Insurance Company

 

 

 

 

 

 

By:

/s/ Paul W. Bassaline

 

 

 

Name:

Paul W. Bassaline

 

 

 

Title:

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

66


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

United States Fire Insurance Company

 

 

 

 

 

 

By:

/s/ Paul W. Bassaline

 

 

 

Name:

Paul W. Bassaline

 

 

 

Title:

Senior Vice President, Chief Financial Officer, Treasurer and Director

 

67


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Fairfax (Barbados) International Corp.

 

 

 

 

 

 

By:

/s/ Ronald Schokking

 

 

 

Name:

Ronald Schokking

 

 

 

Title:

Chairman

 

68


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Advent Capital (Holdings) Ltd.

 

 

 

 

 

 

By:

/s/ Neil Ewing

 

 

 

Name:

Neil Ewing

 

 

 

Title:

Company Secretary

 

69


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Advent Capital (No. 3) Limited

 

 

 

 

 

 

By:

/s/ Neil Ewing

 

 

 

Name:

Neil Ewing

 

 

 

Title:

Company Secretary

 

70


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Stonebridge Holding S.à.r.l.

 

 

 

 

 

 

By:

/s/ Ronald Schokking

 

 

 

Name:

Ronald Schokking

 

 

 

Title:

Manager and Chairman

 

71


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Stonebridge Re S.A.

 

 

 

 

 

 

By:

/s/ Ronald Schokking

 

 

 

Name:

Ronald Schokking

 

 

 

Title:

Director

 

72


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Fairfax Luxembourg Holdings S.à.r.l.

 

 

 

 

 

 

By:

/s/ Ronald Schokking

 

 

 

Name:

Ronald Schokking

 

 

 

Title:

Manager and Chairman

 

73


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

RiverStone Holdings Limited

 

 

 

 

 

 

By:

/s/ John J. Bator

 

 

 

Name:

John J. Bator

 

 

 

Title:

Director

 

74


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

RiverStone Insurance Limited

 

 

 

 

 

 

By:

/s/ John J. Bator

 

 

 

Name:

John J. Bator

 

 

 

Title:

Director

 

75


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

1823671 Ontario Limited

 

 

 

 

 

 

By:

/s/ Paul Rivett

 

 

 

Name:

Paul Rivett

 

 

 

Title:

Secretary and Director

 

76


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

1874616 Ontario Limited

 

 

 

 

 

 

By:

/s/ Ronald Schokking

 

 

 

Name:

Ronald Schokking

 

 

 

Title:

Vice President and Director

 

77


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

1874617 Ontario Limited

 

 

 

 

 

 

By:

/s/ Ronald Schokking

 

 

 

Name:

Ronald Schokking

 

 

 

Title:

Vice President and Director

 

78


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Northbridge Share Option 1 Corp.

 

 

 

 

 

 

By:

/s/ Craig Pinnock

 

 

 

Name:

Craig Pinnock

 

 

 

Title:

Treasurer

 

79


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Northbridge Financial Corporation

 

 

 

 

 

 

By:

/s/ Craig Pinnock

 

 

 

Name:

Craig Pinnock

 

 

 

Title:

Chief Financial Officer

 

80


 

SIGNATURE

 

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

 

Dated: February 13, 2015

 

Northbridge General Insurance Corporation

 

 

 

 

 

 

By:

/s/ Craig Pinnock

 

 

 

Name:

Craig Pinnock

 

 

 

Title:

Chief Financial Officer and Director

 

81


 

Exhibit Index

 

Exhibit No.

 

Description

 

 

 

1

 

Members of filing group.

2

 

Joint Filing Agreement dated as of February 13, 2015 among V. Prem Watsa, 1109519 Ontario Limited, The Sixty Two Investment Company Limited, 810679 Ontario Limited, Fairfax Financial Holdings Limited, FFHL Group Ltd., Fairfax (US) Inc., Zenith National Insurance Corp., Zenith Insurance Company, Clearwater Insurance Company, TIG Holdings, Inc., TIG Insurance Company, Fairmont Specialty Group Inc., Fairmont Premier Insurance Company, Fairmont Specialty Insurance Company, Fairmont Insurance Company, Odyssey US Holdings Inc., Odyssey Re Holdings Corp., Odyssey Reinsurance Company, Clearwater Select Insurance Company, Crum & Forster Holdings Corp., The North River Insurance Company, United States Fire Insurance Company, Fairfax (Barbados) International Corp., Advent Capital (Holdings) Ltd., Advent Capital (No. 3) Limited, Stonebridge Holding S.à.r.l., Stonebridge Re S.A., Fairfax Luxembourg Holdings S.à.r.l., RiverStone Holdings Ltd., RiverStone Insurance Limited, 1823671 Ontario Limited, 1874616 Ontario Limited, 1874617 Ontario Limited, Northbridge Share Option 1 Corp., Northbridge Financial Corporation and Northbridge General Insurance Corporation.

 

82