Replies to post #8150 on Syncora Holdings Ltd (fka SYCRF)

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF SYNCORA HOLDINGS LTD.

http://scafg.gcs-web.com/syncora-proxies

This plan would provide for the payment
to all eligible Directors of certain amounts, on a pro rata basis, based on the following metrics
occurring at any time through December 31, 2019: (i) the Company’s common share price maintaining
an average of $4.50 over a ten (10) day trading window period and (ii) the Company receiving
regulatory approval to make payments on the surplus notes in the amounts described in the table
below.

Canon’s Court, 22 Victoria Street
Hamilton, HM 12, Bermuda

Hamilton, Bermuda
June 30, 2017
TO THE HOLDERS OF COMMON SHARES OF SYNCORA HOLDINGS LTD.:
Notice is hereby given that the annual general meeting of the holders of common shares (the
“Shareholders”) of Syncora Holdings Ltd. (the “Company”) will be held at the offices of Debevoise &
Plimpton LLP, 919 Third Avenue, New York, New York 10022, on August 1, 2017 at 8:30 a.m. New York
City time, for the following purposes:
1. To elect (a) Frederick Arnold and Alan Carr as Class I Directors to hold office until 2019,
(b) Robert Mills as a Class II Director to hold office until 2019 and (c) Frederick Hnat and
Coleman D. Ross as Class II Directors to hold office until 2020;
2. To appoint PricewaterhouseCoopers LLP, New York, an independent registered public
accounting firm as the Company’s independent auditor for the year 2017;
3. To refer the determination of the remuneration of PricewaterhouseCoopers LLP, New York to
the Audit Committee of the Board of Directors; and
4. To transact such other business as may properly come before the meeting or any
adjournments thereof.
The Board of Directors of the Company recommends a vote FOR each of Items 1 through 3. The
Company will also present the Company’s audited consolidated GAAP financial statements for the year
ended December 31, 2016 at the annual general meeting pursuant to the Bermuda Companies Act
1981, as amended and the Company’s amended and restated bye-laws.
Only Shareholders of record, as shown by the Register of Shareholders and the records of the
Depository Trust & Clearing Corporation at the close of business on June 15, 2017, the record date for
the Annual General Meeting, are entitled to receive notice of and to vote at the annual general
meeting. The proxy statement and accompanying materials are first being mailed to Shareholders on
June 30, 2017.
YOU MAY VOTE YOUR PROXY BY TELEPHONE, INTERNET OR MAIL AS DIRECTED ON THE
ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO
ATTEND THE MEETING. YOU MAY ALSO ATTEND THE MEETING AND VOTE IN PERSON. IF YOU
LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE
MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT. YOUR SHARES WILL BE VOTED
PURSUANT TO THE INSTRUCTIONS CONTAINED IN THE PROXY STATEMENT. IF NO
INSTRUCTION IS GIVEN, YOUR SHARES WILL BE VOTED “FOR” ITEMS 1 THROUGH 3 IN THE
PROXY.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting
to be Held on August 1, 2017:
• Along with the attached Proxy Statement for the Annual General Meeting of
Shareholders, we are enclosing our audited consolidated GAAP financial statements
for the year ended December 31, 2016.
• The proxy statement for Shareholders is also available by clicking the “Proxies” tab
under the “Investor Relations” tab at the following link: meetings.syncora.com.
By Order of The Board of Directors,
/s/ James W. Lundy, Jr.
James W. Lundy, Jr.
Secretary
TABLE OF CONTENTS
Page
Proxy Statement for the Annual General Meeting of Holders of Common Shares to be Held on
August 1, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Important Information About the Annual General Meeting and Proxy Procedures . . . . . . . . . . . 1
Matters Scheduled to be Voted on at the Annual General Meeting to be Held on August 1,
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Independent Registered Public Accounting Firm Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
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SYNCORA HOLDINGS LTD.
PROXY STATEMENT
(THE “PROXY STATEMENT”)
FOR THE ANNUAL GENERAL MEETING OF HOLDERS OF COMMON SHARES
TO BE HELD ON AUGUST 1, 2017
IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING
AND PROXY PROCEDURES
The accompanying proxy is solicited by the Board of Directors of Syncora Holdings Ltd. (the
“Company”) to be voted at the annual general meeting (“Annual General Meeting”) of holders (the
“Shareholders”) of the Company’s common shares (the “Shares”) to be held on August 1, 2017
beginning at 8:30 a.m. New York City time, at the offices of Debevoise & Plimpton LLP,
919 Third Avenue, New York, New York 10022, and any adjournments thereof. This proxy statement
and the accompanying materials are first being mailed to Shareholders on June 30, 2017.
The Purpose of the Annual General Meeting
At the Annual General Meeting, the Shareholders will vote in person or by proxy on the following
matters as set forth in the notice of the meeting: (1) to elect (a) Frederick Arnold and Alan Carr as
Class I Directors to hold office until 2019, (b) Robert Mills as a Class II Director to hold office until 2019
and (c) Frederick Hnat and Coleman D. Ross as Class II Directors, in each case to hold office until
2020; (2) to appoint PricewaterhouseCoopers LLP, New York, as the Company’s independent auditor
for the year 2017 (the “Independent Auditor”); and (3) to refer the remuneration of the Independent
Auditor to the Audit Committee of the Board of Directors.
Presentation of Financial Statements
In accordance with the Bermuda Companies Act 1981, as amended (“Bermuda Companies Act”)
and Bye-Law 71 of the Company’s amended and restated bye-laws (the “Bye-Laws”), the Company’s
audited financial statements for the year ended December 31, 2016 will be laid before the
Shareholders at the Annual General Meeting and are being mailed simultaneously herewith. The Board
of Directors of the Company has approved these financial statements. There is no requirement under
Bermuda law that these audited financial statements be approved by Shareholders, and no such
approval will be sought at the Annual General Meeting.
Shareholders Entitled to Vote at the Annual General Meeting
Shareholders of record as of the close of business on June 15, 2017, the record date for the
Annual General Meeting, will be entitled to vote at the Annual General Meeting. As of June 15, 2017,
there were 89,811,623 outstanding Shares entitled to vote at the Annual General Meeting, with each
Share entitling the holder of record thereof to one vote at the Annual General Meeting (subject to
certain limitations and voting cut backs set forth in the Company’s Bye-Laws).
Voting Procedures; Quorum
A Shareholder of record can vote their Shares at the Annual General Meeting by attending the
meeting and completing a ballot or by proxy in one of three ways: (1) by dating, signing and completing
the proxy card and returning it without delay in the enclosed envelope, which requires no postage
stamp if mailed in the United States; (2) over the telephone by calling a toll-free number provided on
the enclosed proxy card; or (3) electronically via the internet as described in the enclosed proxy card.
The election of each nominee for Director referred to in Item 1 above requires a plurality of the
votes cast, the appointment of the Independent Auditor referred to in Item 2 above and the referral of
the remuneration of the Independent Auditor referred to in Item 3 above each require the affirmative
vote of a majority of the votes cast on such proposal at the Annual General Meeting, in each case
provided there is a quorum (consisting of two or more Shareholders present in person or by proxy
1
representing more than 50% of the issued and outstanding Shares entitled to vote at the Annual
General Meeting). Shares owned by Shareholders electing to abstain from voting with respect to any
proposal and “broker non-votes” will be counted towards the presence of a quorum but will not be
considered votes cast with respect to the election of nominees for Director and other matters to be
voted upon at the Annual General Meeting. Therefore, abstentions and “broker non-votes” will have no
effect on the outcome of the matters to be voted upon at the Annual General Meeting. A “broker
non-vote” occurs when a nominee, such as a broker, holding Shares in “street name” for a beneficial
owner, does not vote on a particular proposal because that nominee does not have discretionary voting
power with respect to a proposal and has not received instructions from the beneficial owner. A
Shareholder of Shares held in “street name” that would like to instruct their broker how to vote their
Shares should follow the directions provided by their broker.
Shares Owned by Syncora Guarantee Inc.
In July 2012, Syncora Guarantee Inc. (“SGI”), the Company’s wholly-owned, New York financial
guarantee insurance subsidiary acquired all right, title and interest, including, any voting rights and any
rights to payments, with respect to 3,044,588 Shares, which currently represents approximately 3.40%
of the total outstanding Shares. Such Shares were transferred to, and are currently held by, Syncora
Securities Holdings LLC (“SSH”), a Delaware limited liability company jointly held by SGI and Syncora
Capital Assurance Inc. As the majority member of SSH, SGI intends to direct SSH to vote such
Shares, in favor of the proposals set forth in this Proxy Statement.
Revocation of Proxies
Any Shareholder giving a proxy has the power to revoke it prior to its exercise by: (1) giving notice
of such revocation in writing to the Secretary of the Company at Syncora Holdings Ltd., Canon’s
Court, 22 Victoria Street, Hamilton, HM 12, Bermuda; (2) by attending and voting in person at the
Annual General Meeting; or (3) by executing a subsequent proxy, provided that any such action is
taken in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or
revocation before the votes are taken. Attendance at the Annual General Meeting by a Shareholder
who has executed and delivered a proxy to the Company shall not in and of itself constitute a
revocation of such proxy.
For shares held in “street name” by a broker, if the Shareholder wishes to change their vote from
what they have previously directed their broker to vote, such Shareholder should instruct their broker to
change the Shareholder’s vote. Alternatively, if a Shareholder has directed their broker to vote on
behalf of the Shareholder but such Shareholder wishes to attend the Annual General Meeting in
person, then such Shareholder should obtain a proxy from their broker to attend in person.
Proxy Solicitation
The Company will bear the cost of the solicitation of proxies. Proxies may be solicited by
Directors, officers and employees of the Company and its subsidiaries, who will not receive additional
compensation for such services. In addition, the Company has retained Georgeson & Company Inc. to
assist in the solicitation of proxies for a fee of approximately $12,000 plus certain other reasonable
out-of-pocket expenses and administrative fees. Upon request, the Company will also reimburse
brokers and others holding Shares in their names, or in the names of nominees, for forwarding proxy
materials to their customers.
Shareholder Proposals for the 2018 Annual General Meeting
Shareholder proposals intended for inclusion in the proxy statement for the 2018 Annual General
Meeting should be submitted in accordance with the procedures prescribed by the Bye-Laws and sent
to the Company’s Secretary at Syncora Holdings Ltd., Canon’s Court, 22 Victoria Street, Hamilton,
HM 12, Bermuda. Such proposals must be received by March 2, 2018.
Pursuant to the Company’s Bye-Laws, any Shareholder entitled to attend and vote at any Annual
General Meeting may nominate persons for election as Directors if written notice of such
Shareholder’s intent to nominate such persons is received by the Company’s Secretary at Syncora
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Holdings Ltd., Canon’s Court, 22 Victoria Street, Hamilton, HM 12, Bermuda not later than 120 days
prior to the anniversary date of the immediately preceding Annual General Meeting. Such notice must
include the following information about the proposed nominee: (a) name and address of such person
to be nominated; (b) a description of all arrangements or understandings between the Shareholder and
each nominee and any person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by such Shareholder; (c) such other information regarding
such nominee proposed by such Shareholder as would be required to be included in a proxy statement
filed pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934 (whether or
not the Company is then subject to such Regulation); and (d) the consent of each nominee to serve as
a Director of the Company, if elected. Such notice must also include information on the Shareholder
making the nomination, including such Shareholder’s name and address as it appears on the
Company’s books, a representation that such Shareholder is a holder of record of Shares of the
Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting
to present such nomination and the class and number of Shares of the Company beneficially owned
by such Shareholder. The nomination of any person not made in compliance with the foregoing
procedures shall be disregarded by the chairperson, if the facts warrant.
Director Compensation and Stock Ownership
As part of its continuing commitment to enhance disclosure, the Company is including information
related to Director compensation and share ownership in this Proxy Statement. Prior to 2017, all
compensation was cash based. Beginning in 2017, the Nominating & Governance Committee of the
Board, which is required, pursuant to its charter, to review Director compensation on an annual basis,
recommended a change in the compensation plan for Directors, as described below. These changes
were also approved by the Company’s Board of Directors. Employees who serve on our Board of
Directors receive no additional compensation for service as Directors and do not participate in this
revised Director compensation program. Non-employee Directors are also reimbursed for their
out-of-pocket board related expenses. All of our non-employee Directors are also independent
directors. The table below provides information on our Director scheduled compensation for
non-employee Directors for 2016 and 2017. From time to time, Directors may be entitled to additional
compensation for service on special strategy and transaction committees.
Nonemployee Director Scheduled Compensation
2016
Amount
2017
Amount
Annual Board Retainer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $87,000 $87,000
Annual Retainer to Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . $60,000 $60,000
Annual Retainer to Committee Chairman for:
Audit Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15,000 $15,000
Compensation Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,000 $10,000
Nominating and Governance Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,000 $10,000
SCAI Board Special Transaction Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,000 $10,000
Quarterly Board Meeting Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,000 $ 2,000
Quarterly Committee Meeting Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,500 $ 1,500
Other Fees for:
Attending Ad-hoc (primarily telephonic) Special Strategy and Transaction
Committee meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,500 $ 1,500
Attending Ad-hoc (primarily telephonic) Board meetings . . . . . . . . . . . . . . . . . $ 1,250 $ 1,250
Attending Ad-hoc (primarily telephonic) Committee meetings . . . . . . . . . . . . . $ 1,000 $ 1,000
In 2016, the actual aggregate board related fees for our Directors amounted to $1,608,850. For
the six-months ended June 30, 2017, the actual aggregate board related fees for our Directors
amounted to $1,084,500, which includes the payment of the annual retainer. This amount includes a
non-recurring payment of $145,000, paid to the Directors who left the Board of Directors in 2016 and
the one Director who left the Board of Directors in 2017.
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Several of our Directors also own equity in the Company, as provided in the table below with
holdings as of June 28, 2017. These Shares include amounts that were granted prior to 2007 to
certain Directors under a prior long-term incentive program, shares received as compensation under
the revised compensation plan described below and Shares that were purchased by Directors in open
market purchases. All Directors, other than Messrs. Arnold, Carr and Mills, will be required to own at
least 50,000 shares of the Company by no later than December 31, 2018. Messrs. Arnold, Carr and
Mills will be required to own at least 50,000 shares of the Company no later than December 31, 2019.
Name
Total as of
6/28/2017
Arnold, Frederick . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,835
Carr, Alan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0
Esposito, Mike . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 264,628
Gibbons, Grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53,752
Lichten, Robert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70,968
Mills, Robert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,000
Ross, Coleman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85,588
White, Robert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,671
Revised Board of Directors Compensation Plan
As described above, the Nominating & Governance Committee and the Board have approved a
change in the Company’s Director compensation program beginning in 2017. While the amount of the
annual retainer, along with the per meeting and committee fees will remain the same, beginning in
2017, the annual retainer will be paid once a year at the start of the year rather than the prior quarterly
payment structure. Committee fees and per meeting fees will continue to be paid in cash, as in past
years, on a quarterly basis. In addition, for the annual retainer, Directors will now have the following
options with respect to the payment of the retainer: (i) 100% of the retainer payable in stock, (ii) 100%
payable in cash or (iii) 50% payable in cash and 50% payable in stock. Any Director who elects to
receive all or a portion of the retainer in stock would be required to hold any such shares for one year
from the date of acquisition.
Board of Directors Incentive Plan
In addition to the changes described above, the Nominating & Governance Committee and the
Board also approved an incentive plan for eligible Directors. To qualify for the full awards described
below a Director must be in service for 2 years commencing in 2017 through, and including, 2018. The
eight (8) Directors noted above, plus two (2) independent directors on the board of directors of a
subsidiary of the Company, are eligible for this incentive plan. This plan would provide for the payment
to all eligible Directors of certain amounts, on a pro rata basis, based on the following metrics
occurring at any time through December 31, 2019: (i) the Company’s common share price maintaining
an average of $4.50 over a ten (10) day trading window period and (ii) the Company receiving
regulatory approval to make payments on the surplus notes in the amounts described in the table
below. This is a one-time award that may be paid as early as the first quarter of 2019 (provided the
above metrics are met at the end of 2018). The plan will expire on December 31, 2019.
Surplus Note Payment
Aggregate Payout in cash
for all eligible Directors
(to be shared pro rata
among eligible Directors)
Less than $400 million . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0
$400 million . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,000,000
$500 million . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,000,000
$600 million or more . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,000,000
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Good Leaver/Completion
Eligible Directors can also receive a pro rata payment under this incentive plan if (i) a Director fails
to be re-elected to the Board of Directors at the Company’s annual general meeting, (ii) the size of the
Board of Directors is reduced for reasons unrelated to the Director’s performance or (iii) the voluntary
resignation by a Director (not for Cause) that is agreed to by the Board of Directors. For Messrs.
Arnold, Carr and Mills, failure to be re-elected at any annual general meeting, prior to the expiration of
their respective contractual 3 year term, will not interrupt the term of their Board service pending their
re-appointment to the Company’s Board of Directors to fulfill such contractual requirement.
Director Remuneration
We have also included the amounts paid to our Directors in 2016 and for the six months ended
June 30, 2017 in the table below.
DIRECTOR REMUNERATION SCHEDULE
Name
2016
Compensation
Received
2017
Compensation
Received**
Arnold, Fred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,550 $ 100,750
Carr, Alan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 112,500 101,750
Esposito, Michael . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218,250 147,750
Fitzgerald, William* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 126,250 NA
Gibbons, Grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127,500 106,250
Hennes, Duncan* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 122,500 NA
Lichten, Robert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 159,000 120,250
Mills, Robert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,550 100,000
Norsworthy, Thomas* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142,500 39,750
Ross, Coleman . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152,000 121,000
Shippee, Robert* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136,750 NA
Wells, Spencer* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110,000 NA
White, Robert . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 120,500 102,000
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,608,850 $ 939,500
Payment to Departing Board Members . . . . . . . . . . . . . . . . . . 0 $ 145,000
Grand Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,608,850 $1,084,500
* No longer serving on the Board of Directors as of the date hereof.
** For six-month period from January 1, 2017 to June 30, 2017, which includes payment of the
annual retainer, which, for some directors, may include stock granted on March 31, 2017 in lieu of
cash.
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MATTERS SCHEDULED TO BE VOTED ON AT THE
ANNUAL GENERAL MEETING TO BE HELD ON AUGUST 1, 2017
I. ELECTION OF DIRECTORS
At the Annual General Meeting, five Directors are to be elected to hold office until the dates
described in this Proxy Statement. The five nominees are currently serving as Directors and were
appointed or elected in accordance with the Company’s bye-laws. Unless authority is withheld by the
Shareholders, it is the intention of the persons named in the enclosed proxy to vote for the nominees
listed below. All of the nominees have consented to serve if elected, but if any becomes unavailable to
serve, the persons named as proxies may exercise their discretion to vote for a substitute nominee.
The name, age, Board committee, principal occupation and other information concerning each Director
are set forth below.
Nominees
Nominees for Class I Directors for terms to expire in 2019
Fred Arnold
Director
Age: 63
Director Since: 2016
Director Class: I
Board Committees:
Compensation
Frederick Arnold has served as a Director since 2016. Under the
terms of the Transaction Support Agreement, dated June 30,
2016 (the “TSA”), the Company is contractually obligated to
ensure that Mr. Arnold serves a full three year term on the Board
of Directors. As a result, if Mr. Arnold fails to obtain the
necessary votes in support of his nomination, the Company
intends to re-appoint Mr. Arnold to the Board of Directors to
satisfy the Company’s contractual obligations under the TSA.
Mr. Arnold also currently serves as a member of the
post-emergence board of directors of Lehman Brothers
Holdings Inc., as a member of the board of directors of Lehman
Commercial Paper Inc. and as an independent director and chair
of the Nominating and Governance Committee of Corporate
Capital Trust. Mr. Arnold has held a series of senior financial
positions at private equity-owned portfolio companies. He
served as executive vice president, chief financial officer and a
member of the executive committee of Capmark Financial
Group Inc., from September 2009 to January 2011. From
February 2006 to September 2007, he served as executive vice
president of finance for Masonite Corporation. While at Willis
Group from 2000 to 2003, Mr. Arnold held the positions of chief
financial and administrative officer of Willis North America,
group chief administrative officer of Willis Group Holdings Ltd.
and executive vice president of strategic development for Willis
Group Holdings Ltd. He also served as a member of the Willis
Group executive committee. Prior to these roles, Mr. Arnold
spent 20 years as an investment banker, primarily at Lehman
Brothers and Smith Barney, where he served as managing
director and head of European corporate finance. Mr. Arnold
received a Juris Doctor from Yale University, Master of Arts from
Oxford University and an undergraduate degree, summa cum
laude, from Amherst College.
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Alan J. Carr
Director
Age: 47
Director Since: 2014
Director Class: I
Board Committees:
Nominating and Governance
Alan Carr has served as a Director since 2015. Under the terms
of the TSA, the Company is contractually obligated to ensure
that Mr. Carr serves a full three year term on the Board of
Directors. As a result, if Mr. Carr fails to obtain the necessary
votes in support of his nomination, the Company intends to
re-appoint Mr. Carr to the Board of Directors to satisfy the
Company’s contractual obligations under the TSA.
Mr. Carr is an investment professional with 20 years of
experience working from the principal and advisor side on
complex, process-intensive financial situations. He is a founder
of Drivetrain Advisors, a fiduciary services firm that supports the
investment community in legally- and process-intensive
investments as a representative, director, or trustee. He brings a
global business perspective to the Board from his work leading
financial restructurings for companies in the U.S. and Europe as
managing director at Strategic Value Partners, LLC (“SVP”) from
2003 to 2013. Prior to joining SVP, Mr. Carr was a corporate
attorney at Skadden, Arps, Slate, Meagher & Flom. He holds a
B.S. from Brandeis University and a J.D., cum laude, from Tulane
Law School.
Nominees for Class II Directors for terms to expire in 2020, except for Mr. Robert Mills for a term to
expire in 2019.
Frederick B. Hnat
Director
Age: 55
Director Class: II
Board Committees:
None
Mr. Hnat became Chief Executive Officer and President of
Syncora Holdings Ltd. after being promoted from the position of
Chief Operating Officer on June 1, 2017. Mr. Hnat has held a
series of leadership positions at Syncora. He served as General
Counsel and Secretary of Syncora Guarantee Inc. (SGI) from
2000 until July 2004 with responsibility for interaction with all
regulatory institutions and for legal counsel and guidance for all
key business initiatives. After serving as General Counsel for
SGI, Mr. Hnat served as Chief Operating Officer of Syncora
Guarantee (UK) Limited, where he was also a director. Mr. Hnat
is also a member of the board of directors of Swap Financial
Group LLC. Mr. Hnat has had primary operational responsibility
for the Company with oversight of surveillance and remediation
activities.
Prior to joining SGI, Mr. Hnat served for six years as Assistant
General Counsel at MBIA Insurance Corporation. Previously, he
practiced law with the firms Rogers & Wells (now Clifford
Chance) and Mudge Rose Guthrie Alexander & Ferdon. Mr. Hnat
received an AB from Princeton University and a JD from Boston
University.
7
Robert Mills
Director
Age: 67
Director Since: 2016
Director Class: II
Board Committees:
Audit
Robert Mills has served as a Director since 2016. Under the
terms of the TSA, the Company is contractually obligated to
ensure that Mr. Mills serves a full three year term on the Board
of Directors. As a result, if Mr. Mills fails to obtain the necessary
votes in support of his nomination, the Company intends to
re-appoint Mr. Mills to the Board of Directors to satisfy the
Company’s contractual obligations under the TSA. In addition,
although Mr. Mills is designated as a Class II Director, his term
will automatically expire on November 30, 2019, under the terms
of the TSA, notwithstanding that the term of Class II Directors
extends to 2020.
Mr. Mills also currently serves as the chairman of the audit
committee of the board of directors of Global Power. From 2010
to April 2015, Mr. Mills held the position of Chief Operating
Officer of Assured Guaranty, Ltd., served as a member of the
board of directors of each of Assured Guaranty, Ltd.’s five
separately regulated insurance companies, and chaired the
company’s Management Committee. Prior to taking on these
responsibilities, Mr. Mills was Assured Guaranty, Ltd.’s Chief
Financial Officer, a position he held from 2004. From 1994 to
2004 he served as Chief Operating Officer and Chief Financial
Officer of the Americas Region of UBS AG and before that he
had a twenty three year career at KPMG, where he was elected
to partnership in 1981. Mr. Mills is a Certified Public Accountant
and a Certified Global Management Accountant.
8
Coleman D. Ross
Director
Age: 74
Director Since: 2006
Director Class: II
Board Committees:
Audit (Chair); Compensation;
Nominating and Governance
Coleman D. Ross has been a Director since August 2006.
Mr. Ross serves as an independent director of Pan-American
Life Mutual Holding Company and its principal subsidiaries (life
and health insurance) and previously served as an independent
director of NCCI Holdings, Inc. (workers compensation
insurance data services) and Omega Insurance Holding Limited
(property-casualty insurance and reinsurance). He practiced
public accounting for 34 years with PricewaterhouseCoopers,
until his retirement in 1999, where he served as an audit partner
for major insurance, banking, and other financial services clients
and as Chairman and Managing Partner of the Price
Waterhouse US insurance practice. He then served as Executive
Vice President and Chief Financial Officer of two publicly-traded
insurers: Trenwick Group Limited (property-casualty insurance
and reinsurance) from 2000 to 2002 and The Phoenix
Companies, Inc. (life insurance and asset management) from
2002 to 2003. Mr. Ross earned a degree in business
administration from The University of North Carolina at Chapel
Hill and masters degrees in economics from Trinity College and
financial services from The American College. He is licensed as
a Certified Public Accountant in New York and North Carolina
and holds the National Association of Corporate Directors
designations of Governance Fellow and Board Leadership
Fellow.
Your Board of Directors recommends that Shareholders
vote FOR all of the nominees.
Continuing Directors
Class III Directors whose terms expire in 2018
Michael P. Esposito, Jr.
Chairman of the Board
Age: 77
Director Since: 2006
Director Class: III
Board Committees:
Audit and Compensation
Michael P. Esposito, Jr. has been a Director and Chairman of the
Board since March 2006. With extensive experience in Board
leadership roles at a number of insurance and financial
companies, Mr. Esposito provides the Board with broad
corporate insight and knowledge. Mr. Esposito served as
Chairman from 1995 to 2007, and director from 1986 to 2007, of
XL Capital Ltd., a global insurance and reinsurance company.
He served as Chairman and a director of Primus Guaranty Ltd
from March 2002 to November 2014. He has served as a
director of Forest City Enterprises since 1995, and was a
director of Annuity & Life Re. Mr. Esposito was Co-Chairman of
Inter-Atlantic Capital Partners, Inc. from April 1995 to
December 2000. From 1991 to 1995, Mr. Esposito served as
Chief Corporate Compliance, Control and Administrative Officer
of the Chase Manhattan Corporation, and Executive Vice
President and Chief Financial Officer from 1987 to 1991.
Mr. Esposito holds a B.B.A. from the University of Notre Dame,
and an M.B.A. from New York University.
9
Dr. E. Grant Gibbons
Director
Age: 65
Director Since: 2006
Director Class: III
Board Committees:
Compensation; Nominating and
Governance (Chair)
E. Grant Gibbons, Ph.D., has been a Director since August
2006. Dr. Gibbons has been a member of the Bermuda
parliament since 1994. He currently serves as the Minister for
Economic Development in the Bermuda Government. He served
as the Bermuda opposition shadow Minister of Finance from
1999 to 2006, and the Bermuda Minister of Finance from 1995
to 1998, where he had responsibility for fiscal policy, annual
budgets and the regulation of financial services and insurance
sectors. He was the Parliamentary Leader of the opposition
United Bermuda Party from 2001 to 2006. He is a director of
Edmund Gibbons Limited, Chairman of Colonial Group
International, Ltd., a privately-held insurance company, and
serves as a director of several other private companies.
Dr. Gibbons holds a B.S. from Brown University and a Ph.D. from
Harvard University. He attended Oxford University as a Rhodes
Scholar.
Robert J. White
Director
Age: 70
Director Since: 2008
Director Class: III
Board Committees:
Audit
Robert J. White has been a Director since November 2008.
Mr. White was a founder of the Reorganization and
Restructuring practice at O’Melveny & Meyers LLP, where he
was a leading attorney for 35 years. He previously served as
Executive Vice President of Maguire Properties (later MPG
Office Trust), a publicly held commercial property REIT. He
completed his appointment as Receiver of the Cosmopolitan
Resort and Casino in Las Vegas in September 2008. Mr. White
has been involved with numerous out-of-court restructurings and
bankruptcies, representing debtors, creditors, equity holders and
purchasers of assets. Currently, he serves on the board of
directors of AloStar Bank of Commerce and SM&A, Inc.
Previously he served on a number of other Boards. He holds a
B.S. from the University of Illinois Business School and a J.D.,
summa cum laude, from Michigan Law School. He is a Fellow of
the American College of Bankruptcy and a Conferee of the
National Bankruptcy Conference, which, among other things,
advises members of Congress on potential legislation that would
impact the operation of the bankruptcy process.
10
Class I Directors whose terms expire in 2019
Robert M. Lichten
Director
Age: 76
Director Since: 2006
Director Class: I
Board Committees:
Compensation (Chair);
Nominating and Governance
Robert M. Lichten has been a Director since August 2006.
Mr. Lichten has been Co-Chairman of Inter-Atlantic Group since
1994, and is a member of the firm’s investment committee. He
has been a director of BOLT Solutions, Inc. (formerly SeaPass
Solutions Inc.) since 2006. He also served as Co-Chairman of
Guggenheim Securities LLC, formerly Inter-Atlantic Securities
Corp., LLC, the former NASD broker-dealer operation of
Inter-Atlantic Group, until 2003. Previously, Mr. Lichten was
managing director at both Smith Barney Inc. and Lehman
Brothers Inc., where he concentrated on capital raising and
providing M&A advisory services to financial institutions. He was
formerly Executive Vice President of The Chase Manhattan
Bank, where for 22 years, he was a senior corporate banker with
responsibility for worldwide capital planning. Mr. Lichten also
served as Chief of Staff of the Asset-Liability Management
Committee and President of The Chase Investment Bank. He is
a former trustee of Manhattan College, a former director of
Annuity & Life Re (Holdings), Ltd., and a former director and
President of the Puerto Rico USA Foundation. Mr. Lichten holds
a B.S. from Manhattan College and an M.B.A. from New York
University.
II. APPOINTMENT OF INDEPENDENT AUDITOR
The Audit Committee has appointed, subject to Shareholder approval, PricewaterhouseCoopers LLP
as the Company’s independent auditor for the year ending December 31, 2017. In accordance with the
Bermuda Companies Act, the Board is submitting the appointment of PricewaterhouseCoopers LLP to
the Shareholders for approval.
The Board recommends a vote FOR the proposal to appoint PricewaterhouseCoopers LLP as the
Company’s independent auditor to audit the Company’s consolidated financial statements for the year
ending December 31, 2017. The persons designated as proxies will vote FOR the appointment of
PricewaterhouseCoopers LLP as the Company’s independent auditor, unless otherwise directed. A
representative of PricewaterhouseCoopers LLP is expected to be present at the Annual General
Meeting, with the opportunity to make a statement should he or she choose or be required to do so
and is expected to be available to respond to questions, as appropriate.
Your Board of Directors recommends that Shareholders vote FOR the proposal to appoint
PricewaterhouseCoopers LLP, New York as the Company’s independent auditor.
III. REMUNERATION OF INDEPENDENT AUDITOR
The Audit Committee will determine, subject to Shareholder approval, the remuneration of
PricewaterhouseCoopers LLP as the Company’s independent auditor for the year ending
December 31, 2017. In accordance with the Bermuda Companies Act, the Board is submitting its
referral to the Audit Committee of the determination of the remuneration of the independent auditor to
the Shareholders for approval.
11
The Board recommends a vote FOR the proposal to refer to the Audit Committee the determination
of the remuneration of PricewaterhouseCoopers LLP as the Company’s independent auditor for the
year ending December 31, 2017. The persons designated as proxies will vote FOR the referral to the
Audit Committee of the determination of the remuneration of PricewaterhouseCoopers LLP as the
Company’s independent auditor, unless otherwise directed.
Your Board of Directors recommends that Shareholders vote FOR the proposal to refer the
remuneration of PricewaterhouseCoopers LLP, New York to the
Audit Committee of the Board of Directors.
12
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES
The Company’s fees for services performed by PricewaterhouseCoopers LLP the Company’s
independent registered public accounting firm during the years ended December 31, 2015 and 2016
were as follows:
2015 2016
(dollars in thousands)
Audit fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,855 $2,554
Audit-related fees(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 175 225
Tax fees(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,158 423
All other fees(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 173 210
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,398 $3,412
(1) Audit fees were for professional services rendered primarily in connection with the audit of the
consolidated financial statements and quarterly review and other attestation services that
comprised the audits for insurance statutory and regulatory purposes.
(2) Audit-related fees were primarily in connection with the Company’s restructuring and consultations
concerning financial accounting and reporting standards.
(3) Tax fees were for professional services rendered for tax compliance and tax assistance in
connection with the Company’s restructuring and remediation activities.
(4) All other fees related to products and services primarily related to access to on-line accounting
and research resources and statutory loss reserve certifications.
The Audit Committee has adopted procedures for pre-approving all audit and permissible
non-audit services provided by the independent auditor. The Audit Committee will annually review and
pre-approve the audit, review, attestation and permitted non-audit services to be provided during the
next audit cycle by the independent auditor. To the extent practicable, the Audit Committee or the
Chairman of the Audit Committee will also review and approve a budget for such services. Services
proposed to be provided by the independent auditor that have not been pre-approved during the annual
review and the fees for such proposed services must be pre-approved by the Audit Committee or the
Chairman of the Audit Committee. All requests or applications for the independent auditor to provide
services to the Company shall be submitted to the Audit Committee or the Chairman of the Audit
Committee.
The Audit Committee considered whether the provision of non-audit services performed by the
independent auditor is compatible with maintaining the independent auditor’s independence during
2015 and 2016. The Audit Committee concluded in 2015 and 2016 that the provision of these services
was compatible with the maintenance of independent auditor’s independence in the performance of its
auditing functions during 2015 and 2016.
OTHER MATTERS
While management knows of no other matters to be brought before the Annual General Meeting, if
any other matters properly come before the meeting, it is the intention of the persons named in the
accompanying proxy form to vote the proxy in accordance with their judgment on such matters. If any
matter not proper for action at the meeting should be presented, the persons named in the proxy card
will vote against consideration of the matter or the proposed action.
As ordered,
/s/ Frederick B. Hnat
Frederick B. Hnat
President and Chief Executive Officer

[DennyCrane550]

STREET TALK Jul 3 2017 at 12:15 AM Updated Jul 3 2017 at 12:15 AM Save Article Print License Article

Aquasia on board Reliance Rail refinancing

by Sarah Thompson Anthony Macdonald Joyce Moullakis
Angus James and Colin McKeith's boutique Aquasia has scored a role on NSW trains project Reliance Rail's pending $2 billion refinancing.

Street Talk understands NSW Treasury has tapped Aquasia to advise it on talks with Reliance Rail's shareholders, lenders and other stakeholders, after taking pitches from a handful of investment banks, boutique advisers and accounting firms last month.

Aquasia is expected to get working straight away, with the trains project's debt due to expire as early as September 2018. That first tranche, worth $1.15 billion and structured as a senior secured bank facility, is expected to be refinanced before the end of this year.

The deal pits the government, which guaranteed the project and has the right to take full ownership of it pending a successful refinancing, against equity owners AMP Capital, Downer EDI and Amber Infrastructure Ltd, and credit wrapper Syncora.

NSW must decide whether it wants to take the now financially successful project back on to its own balance sheet, or leave it in the hands of the existing shareholders. As always, it's about price.

It seems likely that the equity holders will tip in some fresh funds as part of the deal and buy-back the government's right to take control. While the deal may sound simple enough, there have been on and off talks between the parties for at least the past 18 months and so far nothing has been agreed.

Aquasia replaces Lazard in NSW's camp, while RBC Capital Markets and Moelis are advising Reliance Rail's shareholders and credit wrapper, respectively.



Read more: http://www.afr.com/street-talk/aquasia-on-board-reliance-rail-refinancing-20170701-gx2ufq#ixzz4mX3NGljr
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