SYNCORA
HOLDINGS LTD
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(Name
of Issuer)
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Common Shares, $.01 par value |
(Title
of Class of Securities)
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G8018D107
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(CUSIP
Number)
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Craig
MacIntyre
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with
copies to:
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||
Conyers
Dill & Pearman
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Joseph
L. Seiler III
|
||
Clarendon
House
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Dewey
& LeBoeuf LLP
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||
2
Church Street, PO Box HM 666
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1301
Avenue of the Americas
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||
Hamilton,
HMCX, Bermuda
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New
York, NY 10019
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||
(Name,
Address and Telephone Number of Person
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|||
Authorized
to Receive Notices and Communications)
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November
19, 2008
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|||
(Date
of Event which Requires Filing of this Statement)
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1 NAME
OF REPORTING PERSON:
Syncora
Private Trust Company Limited, as Trustee
of
the CCRA Purpose Trust
SS
OR IRS IDENTIFICATION NOS. OF ABOVE PERSONS: NA
|
||||
2 CHECK
THE APPROPRIATE BOX IF A MEMBER OF GROUP (See Instructions)
(a)
£
(b)
T
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3 SEC
USE ONLY
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4 SOURCE
OF FUNDS: OO
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5 CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR
2(e) £
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6 CITIZENSHIP
OR PLACE OF ORGANIZATION: Bermuda
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7 | SOLE VOTING POWER: |
0
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||
Number
of Shares Beneficially Owned by
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8 | SHARED VOTING POWER: |
30,069,049
|
(1) |
Each
Trustee With:
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9 | SOLE DISPOSITIVE POWER: |
0
|
|
|
10
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SHARED DISPOSITIVE POWER
|
30,069,049
|
(1)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON: |
30,069,049
|
(1)
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||
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDE CERTAIN
SHARES
(See Instructions) £
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||||
13
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9: 46%
(1)
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||||
14
TYPE OF REPORTING PERSON (See
Instructions): OO
|
Item 5. | Interest in Securities of the Issuer. | |
(a) |
As
of November 19, 2008, the Trust held 30,069,049 Common Shares representing
approximately 46% of the outstanding Common Shares. The
Trustee, as trustee of the Trust, and the Directors may be deemed to
be the indirect beneficial owner of these shares.
|
|
(b) |
The
Trustee, as trustee of the Trust, and the Directors have shared voting and
dispositive power with respect to the 30,069,049 Common Shares in
accordance with the Shareholder Agreement, dated November 18, 2008 (the
“Shareholder Agreement”). The Shareholder Agreement provides
that the Trustee must vote the Shares at each annual or special meeting of
stockholders of Issuer at which directors are to be elected (i) in favor
of its nominee designated by, or chosen by the Trustee from a list
provided by, Syncora Guarantee and the
Financial Counterparties and (ii) with respect to each other open board
seat then standing for election that is not required to be filled by the
Trustee (pursuant to the Shareholder Agreement), in favor of an individual
that satisfies certain independence requirements or, in the Trustee’s
discretion, a nominee of the Issuer’s board of directors (the “Issuer
Board”) that satisfies certain independence requirements. The
process by which the Trustee selects its nominee is described in detail in
Item 6 of this Statement.
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|
(c) |
The
Trustee has not effected any transactions in the Issuer’s Common Shares
during the sixty day period prior to the date hereof.
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|
(d) |
Not
applicable
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|
(e) | Not applicable. |
Exhibit
A
|
Master
Commutation, Release and Restructuring Agreement, dated as of July 28,
2008, by and among Syncora Holdings Ltd and certain of its subsidiaries,
XL Capital Ltd and certain of its subsidiaries and the other parties
thereto (incorporated by reference to Exhibit 99.2 to the Current Report
on Form 8-K of Syncora Holdings Ltd, filed on July 30, 2008).
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Exhibit
B
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Amendment
No. 1, dated as of August 1, 2008, to the Master Commutation, Release and
Restructuring Agreement, dated as of July 28, 2008, by and among Syncora
Holdings Ltd and certain of its subsidiaries, XL Capital Ltd and certain
of its subsidiaries and the other parties thereto (incorporated by
reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of Syncora
Holdings Ltd, filed on August 11, 2008).
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Exhibit
C
|
Amendment
No. 2, effective as of October 15, 2008, to the Master Commutation,
Release and Restructuring Agreement, dated as of July 28, 2008, by and
among Syncora Holdings Ltd and certain of its subsidiaries, XL Capital Ltd
and certain of its subsidiaries and the other parties thereto
(incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K of Syncora Holdings Ltd, filed on November 3, 2008).
|
Exhibit
D
|
Declaration
of Trust by Syncora Private Trust Company Limited, dated as of November
18, 2008 (incorporated by reference to Exhibit 4.1 to the Current Report
on Form 8-K of Syncora Holdings Ltd, filed on November 21,
2008).
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Exhibit
E
|
Shareholder
Agreement, dated November 18, 2008, between Syncora Holdings Ltd and
Syncora Private Trust Company Limited (incorporated by reference to
Exhibit 4.3 to the Current Report on Form 8-K of Syncora Holdings Ltd,
filed on November 21, 2008).
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Exhibit
F
|
Registration
Rights Agreement, dated November 18, 2008, between Syncora Holdings Ltd
and Syncora Private Trust Company Limited (incorporated by reference to
Exhibit 4.4 to the Current Report on Form 8-K of Syncora Holdings Ltd,
filed on November 21, 2008).
|
SYNCORA PRIVATE TRUST COMPANY LIMITED | ||
By: | /s/ Craig MacIntyre | |
Name: Craig MacIntyre | ||
Title: Director |
Exhibit
A
|
Master
Commutation, Release and Restructuring Agreement, dated as of July 28,
2008, by and among Syncora Holdings Ltd and certain of its subsidiaries,
XL Capital Ltd and certain of its subsidiaries and the other parties
thereto (incorporated by reference to Exhibit 99.2 to the Current Report
on Form 8-K of Syncora Holdings Ltd, filed on July 30,
2008).
|
Exhibit
B
|
Amendment
No. 1, dated as of August 1, 2008, to the Master Commutation, Release and
Restructuring Agreement, dated as of July 28, 2008, by and among Syncora
Holdings Ltd and certain of its subsidiaries, XL Capital Ltd and certain
of its subsidiaries and the other parties thereto (incorporated by
reference to Exhibit 4.2 to the Quarterly Report on Form 10-Q of Syncora
Holdings Ltd, filed on August 11, 2008).
|
Exhibit
C
|
Amendment
No. 2, effective as of October 15, 2008, to the Master Commutation,
Release and Restructuring Agreement, dated as of July 28, 2008, by and
among Syncora Holdings Ltd and certain of its subsidiaries, XL Capital Ltd
and certain of its subsidiaries and the other parties thereto
(incorporated by reference to Exhibit 99.1 to the Current Report on Form
8-K of Syncora Holdings Ltd, filed on November 3,
2008).
|
Exhibit
D
|
Declaration
of Trust by Syncora Private Trust Company Limited, dated as of November
18, 2008 (incorporated by reference to Exhibit 4.1 to the Current Report
on Form 8-K of Syncora Holdings Ltd, filed on November 21,
2008).
|
Exhibit
E
|
Shareholder
Agreement, dated November 18, 2008, between Syncora Holdings Ltd and
Syncora Private Trust Company Limited (incorporated by reference to
Exhibit 4.3 to the Current Report on Form 8-K of Syncora Holdings Ltd,
filed on November 21, 2008).
|
Exhibit
F
|
Registration
Rights Agreement, dated November 18, 2008, between Syncora Holdings Ltd
and Syncora Private Trust Company Limited (incorporated by reference to
Exhibit 4.4 to the Current Report on Form 8-K of Syncora Holdings Ltd,
filed on November 21, 2008).
|