F1Disposed of pursuant to that certain Agreement and Plan of Merger, dated as of March 31, 2015 (the "Merger Agreement"), among Endurance Specialty Holdings Ltd. ("Endurance"), Montpelier Re Holdings Ltd. ("Montpelier") and Millhill Holdings Ltd., a direct, wholly-owned subsidiary of Endurance ("Merger Sub"), whereby Montpelier merged with and into Merger Sub, with Merger Sub surviving the merger as a direct, wholly-owned subsidiary of Endurance (the "Merger").
F2(continued from footnote 1) At the effective time of the Merger (the "Merger Effective Time"), each common share, par value 1/6 cent per share, of Montpelier (each "Montpelier Share"), issued and outstanding immediately prior to the Merger Effective Time was cancelled and converted into the right to receive (i) a special dividend payable from Montpelier in the amount of $9.89 per share and (ii) 0.472 of an ordinary share, par value $1.00 per share, of Endurance ("Endurance Shares"), together with cash in lieu of fractional Endurance Shares as provided in the Merger Agreement. The market value of Endurance Shares received pursuant to the Merger Agreement is $32.80 per share, based on the trading price of Endurance Shares on July 31, 2015.
F3Charlesbank Capital Partners, LLC ("Charlesbank") is the investment manager for each of Charlesbank Equity Fund VII, Limited Partnership ("CB VII"), CB Offshore Equity Fund VII, L.P. ("CB Offshore"), CB Parallel Fund VII, Limited Partnership ("CB Parallel"), Charlesbank Equity Coinvestment Fund VII, Limited Partnership ("CB Coinvest VII"), and Charlesbank Coinvestment Partners, Limited Partnership ("CB Coinvest" and, together with CB VII, CB Offshore, CB Parallel, and CB Coinvest VII, the "Funds") and is the general partner of Charlesbank Equity Fund VII GP, Limited Partnership ("CB VII GP") and CB Coinvest. CB VII GP is the general partner of CB VII, CB Parallel and CB Coinvest VII and the sole member of CB Offshore Equity Fund VII GP, LLC ("CB Offshore GP" and, together with the Funds, Charlesbank and CB VII GP, the "Charlesbank Entities"), which is the general partner of CB Offshore.
F4(continued from footnote 3) The number of shares reported in column 4 includes 12,500 shares of Common Stock issued pursuant to restricted share units that have previously vested, including an award of restricted share units made on June 15, 2014 to Michael Eisenson, which were issued to the Funds upon vesting on June 15, 2015 pursuant to a contractual obligation of Michael R. Eisenson to assign any fees received for service as a director. Mr. Eisenson is a Managing Director and Chief Executive Officer of Charlesbank and serves as the representative of the Charlesbank Entities on the Issuer's board of directors.
F5(Continued from footnote 4) CB VII GP disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in CB VII, CB Parallel and CB Coinvest VII and its membership interest in CB Offshore GP. CB Offshore GP disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in CB Offshore. Charlesbank disclaims beneficial ownership of the Shares, except to the extent of its pecuniary interest, if any, in the Shares by virtue of its general partner interest in CB VII GP and CB Coinvest.