NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
SILVER CREEK CAPITAL MANAGEMENT LLC
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
SEC USE ONLY
SOURCE OF FUNDS
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f)
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
SHARED VOTING POWER
7,185,009 Common Shares
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER
7,185,009 Common Shares
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,185,009 Common Shares
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
TYPE OF REPORTING PERSON
Security and Issuer
This statement on Schedule 13D relates to the Common Shares of the Company and is being filed pursuant to Rules 13d-2(a) and under the Exchange Act. The address of the principal executive offices of the Company is 23 Church Street, Hamilton, HM 11, Bermuda.
Identity and Background
This statement is filed by the Reporting Person. The Reporting Person is organized as a limited liability company under the laws of the State of Washington.
The address of the principal business and principal office of the Reporting Person is 1301 Fifth Avenue, 40th Floor, Seattle, Washington, 98101.
The principal business of the Reporting Person is to serve as investment manager or adviser to the Private Funds and other affiliated private investment funds, and to control the investing and trading in securities of such entities.
The Reporting Person has not, nor, to the best of its knowledge, any of its directors, executive officers, general partners or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
The Reporting Person has not, nor, to the best of its knowledge, any of its directors, executive officers, general partners or members has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Person is a Washington limited liability company.
Source and Amount of Funds or Other Consideration
A certain Private Fund received 943,397 shares of Common Shares of the Company in a distribution with respect to its investment in an unaffiliated private investment fund (the "Transaction"). The trade and settlment date of the Transaction is March 22, 2010.
Purpose of Transaction
The purpose of the Transaction was to make a discretionary distribution to a certain Private Fund in connection with its investment in an unaffiliated private investment fund.
The Reporting Person may cause the Private Funds to make acquisitions of Common Shares from time to time or to further dispose of any or all of the Common Shares held by the Private Funds. The Private Funds may from time to time receive further Common Shares in connection with their respective investments in unaffiliated or affiliated private investment funds.
The Reporting Person is engaged in the investment business. In pursuing this business, the Reporting Person may analyze the operations, capital structure and markets of companies, including the Company, on a continuous basis through analysis ofdocumentation and discussions with knowledgeable industry and market observers and with representatives of such companies.
Except as set forth above, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider its position with respect to the Company and formulate plans or proposals with respect to any of such matters.
Interest in Securities of the Issuer
As of the date of this Schedule 13D, the Reporting Person beneficially owns 7,185,009 shares (the “Shares”) of Common Shares. The Reporting Person has dispositive power over such holdings. The Shares represent 8.7% of the 82,985,219 shares of Common Shares outstanding as of February 22, 2010, as reported in the Company's Form 10-Q for the quarterly period ending December 31, 2009. The percentages used herein and in the rest of this statement are calculated based upon this number of outstanding shares.
None of the Private Funds own a number of shares of Common Shares representing more than 5% of the total outstanding shares of Common Shares.
The Reporting Person has dispositive power over the 7,185,009 shares of Common Shares held directly by the Private Funds.
Except as set forth below, during the last 60 days there were no transactions in the Common Stock effected by the Reporting Person, nor, to the best of its knowledge, any of their directors,executive officers, general partners or members.
|Transaction Date||Shares or Unites Purchased (Sold)||Price Per Share or Unit|
* On March 11, 2010, certain Private Funds sold 2,984,146 shares of Common Shares of the Company back to the Company pursuant to that certain share purchase agreement dated March 9, 2010.
** On March 22, 2010, a certain Private Fund received 943,397 shares of Common Shares of the Company in a distribution with respect to its investment in an unaffiliated private investment fund.
Other than the Private Funds which directly hold the Shares, and except as set forth in this Item 5, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On March 22, 2010, a certain Private Fund received 943,397 shares of Common Shares of the Company in a distribution with respect to its investment in an unaffiliated private investment fund. Such investment and any distributions therefrom is goverened by the constituent documents of such unaffiliated private investment fund.
Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to any securities of the Company.
Material to Be Filed as Exhibits
Silver Creek Capital Management LLC
March 24, 2010
/s/ Eric E. Dillon