UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_________________________
FORM
8-K
CURRENT
REPORT
Pursuant
To Section 13 or 15(d) of
the
Securities Exchange Act of 1934
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Date
of report (Date of earliest event reported): July 4,
2009
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PartnerRe
Ltd.
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(Exact
Name of Registrant
as
Specified in Charter)
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Bermuda
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(State
or Other Jurisdiction of Incorporation)
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001-14536
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Not
Applicable
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(Commission
File Number)
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(IRS
Employer Identification No.)
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Wellesley
House, 90 Pitts Bay Road, Pembroke, Bermuda
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HM
08
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (441)
292-0888
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_________________________
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry
into a Material Definitive Agreement
On July 4, 2009, PartnerRe Ltd., a
Bermuda exempted company (“PartnerRe”), entered into a
number of definitive agreements relating to its acquisition of all the
outstanding shares of PARIS RE Holdings Limited, a Swiss corporation (“PARIS RE”), in a multi-step
transaction. Under the terms of these agreements, PartnerRe expects to issue
approximately 24.2 million PartnerRe common shares in exchange for the
approximately 80.6 million PARIS RE common shares currently outstanding (net of
treasury shares), assuming an exchange ratio of 0.30 PartnerRe common shares for
each PARIS RE common share. Additionally, PartnerRe expects to issue
up to 1.4 million PartnerRe common shares in exchange for up to the
approximately 8.5 million PARIS RE warrants currently outstanding. As
a result of the exchanges current PartnerRe shareholders will own approximately
69% of the combined company and current PARIS RE shareholders will own
approximately 31% of the combined company upon completion of the
transaction. The exchange ratio is subject to adjustment in certain
cases as described below.
Block Purchase
Agreement
On July 4, 2009, PartnerRe, PARIS RE
and certain investment entities affiliated with Stone Point Capital, Hellman
& Friedman, Vestar Capital Partners, Crestview Partners, New Mountain and
Caisse de Dépôt et Placement du Québec (collectively, the “Block Sellers”) that
collectively own approximately 57% of PARIS RE’s outstanding shares entered into
a Securities Purchase Agreement (the “Block Purchase Agreement”)
pursuant to which PartnerRe will purchase (the “Block Purchase”) all of the
PARIS RE common shares and warrants to purchase PARIS RE common shares held by
the Block Sellers. The purchase price for PARIS RE common shares and
warrants is 0.30 PartnerRe common shares per PARIS RE common share (the “Per Share Consideration”) and
0.167 Partner Re common shares per PARIS RE warrant (the “Per Warrant Consideration”),
subject, in each case, to the tangible book value adjustment described below
under the heading “Transaction Agreement.”
Immediately prior to the Block
Purchase, PARIS RE intends to effect an extraordinary cash distribution by way
of a capital reduction to all PARIS RE shareholders (the “Share Capital
Repayment”). The Share Capital Repayment will amount to up to
CHF 4.17 (the Swiss Franc equivalent of US$3.85 as of July 7, 2009) per PARIS RE common
share. The Block Purchase Agreement and the Transaction Agreement (as
described below) contemplate that to the extent the full Share Capital Repayment
is not paid prior to the closing of the Block Purchase due to, among other
things, the failure to obtain all necessary regulatory approvals, PartnerRe will
commit to pay or cause to be paid the remaining portion of the Share Capital
Repayment (i) to the Block Sellers at the closing of the Block Purchase in the
form of a promissory note and (ii) to the other PARIS RE shareholders
immediately prior to the settlement of the Exchange Offer described below in
cash by way of a capital distribution from PARIS RE. The Share
Capital Repayment will not be paid if the Block Purchase does not close for any
reason. In addition, to the extent that the Block Purchase closes,
but all or a portion of the Share Capital Repayment is not paid immediately
prior to the Block Purchase, the payment of the Share Capital Repayment (or
remaining portion thereof) to the remaining PARIS RE shareholders is conditioned
on the Exchange Offer closing immediately following the payment.
Consummation of the Block Purchase is
subject to a number of conditions, including (i) approval of the holders of
PartnerRe common shares and PARIS RE common shares, (ii) approval of the holders
of PARIS RE common shares of certain matters to be submitted to a PARIS RE
shareholders’ meeting, (iii) obtaining certain regulatory approvals and
expiration or termination of the applicable Hart-Scott-Rodino waiting period and
certain foreign antitrust approvals, (iv) approval for listing of the PartnerRe
common shares to be issued in the Exchange Offer and the Merger (as described
below) on the New York Stock Exchange and on Euronext Paris or another European
Union stock exchange selected by PartnerRe, (v) evidence that the PartnerRe
designees on PARIS RE’s board of directors will comprise a majority of PARIS
RE’s board of directors immediately following the closing of the Block Purchase,
(vi) an amendment to PARIS RE’s articles of incorporation to, among other
things, remove a provision thereof purporting to require a cash takeover bid for
any acquisition of more than one-third of the PARIS RE voting rights, (vii)
subject to certain exceptions, the accuracy of representations and warranties
and (viii) certain other customary closing conditions.
The Block Sellers have agreed to vote
in favor of all matters required to be submitted for approval to the PARIS RE
shareholders in order to consummate the Block Purchase, including (i) the
election of PartnerRe designees to the
PARIS RE
board of directors comprising a majority of the PARIS RE board of directors,
(ii) the approval of the Share Capital Repayment and (iii) the amendment to
PARIS RE’s articles of incorporation, and together have sufficient votes to
approve such matters. The Block Sellers are obligated to vote in
favor of these matters irrespective of whether PARIS RE’s board of directors
withdraws, changes or modifies its recommendation with respect to the
transactions contemplated by the Block Purchase Agreement and the Transaction
Agreement in a manner that is adverse to PartnerRe.
The foregoing description of the Block
Purchase Agreement does not purport to be complete and is qualified in its
entirety by reference to the Block Purchase Agreement, which is filed as Exhibit
2.1 hereto.
Transaction
Agreement
Simultaneously with entering into the
Block Purchase Agreement, PartnerRe and PARIS RE entered into a Transaction
Agreement (the “Transaction
Agreement”) pursuant to which PartnerRe has agreed, subject to certain
conditions, to commence a voluntary public exchange offer (the “Exchange Offer”) for all PARIS
RE common shares and warrants not owned by PartnerRe immediately prior to the
commencement of the Exchange Offer as promptly as practicable after the closing
of the Block Purchase. The Exchange Offer will be conducted pursuant to
French tender offer rules and, to the extent applicable, United States
securities laws.
In the Exchange Offer, PartnerRe will
offer to acquire PARIS RE common shares and warrants for the same Per Share
Consideration and Per Warrant Consideration, as applicable, paid in the Block
Purchase, subject, in each case, to the tangible book value adjustment described
below. The Transaction Agreement provides that if, after completion
of the Exchange Offer, PartnerRe owns greater than 90% but less than 100% of
PARIS RE’s common shares, PartnerRe will effect a compulsory merger (the “Merger”) in accordance with
Swiss law pursuant to which PARIS RE will be merged into a wholly owned
subsidiary of PartnerRe, with the subsidiary of PartnerRe surviving the
Merger. The same Per Share Consideration paid in the Exchange Offer
for each PARIS RE common share will be paid in the Merger.
The Transaction Agreement provides that
if the percentage decline in a party’s tangible book value during the period
from March 31, 2009 to the closing of the Block Purchase is more than 15%
greater than the percentage decline in the other party’s tangible book value
during the same period, the Per Share Consideration and Per Warrant
Consideration will be adjusted upwards (if the percentage decline in PartnerRe’s
tangible book value is greater than that of PARIS RE’s) or downwards (if the
percentage decline in PARIS RE’s tangible book value is greater than that of
PartnerRe’s) based on a formulaic adjustment. The formulaic
adjustment provides that for each percentage point difference in excess of 15%
in the parties’ relative declines in their tangible book values, the Per Share
Consideration and Per Warrant Consideration will adjust upwards or downwards, as
applicable, by 0.004. The tangible book value adjustment is capped
such that the Per Share Consideration and Per Warrant Consideration will not
increase or decrease by more than 0.10. If either PartnerRe or PARIS
RE experiences a 40% relative decline in its tangible book value during the
period from March 31, 2009 to the closing of the Block Purchase, the other party
will have the right to terminate the Transaction Agreement and the Block
Purchase Agreement.
The Transaction Agreement further
provides that the Per Share Consideration in the Exchange Offer and the Merger
will be adjusted upwards to reflect any dividend declared on the PartnerRe
common shares having a record date on or after the closing of the Block Purchase
and prior to the settlement of the Exchange Offer.
PartnerRe’s obligation to commence the
Exchange Offer following the closing of the Block Purchase is subject to a
number of conditions, including (i) approval for listing of the PartnerRe common
shares to be issued in the Exchange Offer and the Merger on the New York Stock
Exchange and on Euronext Paris or another European Union stock exchange selected
by PartnerRe, (ii) the Exchange Offer on the terms proposed having been declared
compliant by the Autorité des
Marchés Financiers (the French securities regulator) without any
requirement that PartnerRe provide for a cash alternative under the French
tender offer rules, (iii) PartnerRe having a reasonable basis to believe that
the opinion of the independent expert to be rendered under French law in
connection with the Exchange Offer on the terms proposed would satisfy the
requirements of French law and (iv) certain other customary
conditions.
PartnerRe
and PARIS RE have made customary representations, warranties and covenants in
the Transaction Agreement, including, among others, covenants (i) to conduct
their respective businesses in the ordinary course consistent with past practice
between the execution of the Transaction Agreement and closing of the Block
Purchase (and in the case of PARIS RE, until the effective time of the Merger),
(ii) to cause shareholder meetings to be held to consider the matters required
to be submitted for approval to the PARIS RE and PartnerRe shareholders
irrespective of whether either party’s board of directors withdraws, changes or
modifies its recommendation with respect to the transactions contemplated by the
Block Purchase Agreement and the Transaction Agreement in a manner that is
adverse to the other party, (iii) not to solicit proposals relating to
alternative business combination transactions and (iv) subject to certain
exceptions, for their respective boards of directors to recommend the approval
by its shareholders of the transactions contemplated by the Block Purchase
Agreement and the Transaction Agreement.
The Transaction Agreement contains
certain termination rights for both PartnerRe and PARIS RE and further provides
that PartnerRe may be required to pay PARIS RE a termination fee of US$75
million upon termination of the Transaction Agreement either because (i)
PartnerRe’s board of directors withdraws, changes or modifies its recommendation
with respect to the transactions contemplated by the Block Purchase Agreement
and the Transaction Agreement in a manner that is adverse to PARIS RE or (ii)
PartnerRe’s shareholders fail to approve such transactions at the PartnerRe
shareholders meeting called for such purpose.
The Transaction Agreement provides that
one of the existing members of PARIS RE’s board of directors unaffiliated with
the Block Sellers will become a member of PartnerRe’s board of directors at the
closing of the Block Purchase.
The foregoing description of the
Transaction Agreement does not purport to be complete and is qualified in its
entirety by reference to the Transaction Agreement, which is filed as Exhibit
2.2 hereto.
Investor
Agreements
The Block Purchase Agreement provides
that at the closing of the Block Purchase, certain investment entities
affiliated with each of Stone Point Capital, Hellman & Friedman, Vestar
Capital Partners, Crestview Partners, New Mountain and Caisse de Dépôt et
Placement du Québec (each affiliated group of investment vehicles is
individually referred to as a “Block Purchase Shareholder”)
will enter into a separate investor agreement with PartnerRe. The
investor agreements subject the Block Purchase Shareholders to certain transfer
restrictions, which provide that until the later to occur of (i) six months
after the closing of the Block Purchase and (ii) the earlier to occur of (A)
three months after the consummation of the Exchange Offer and (B) May 31, 2010
(the “Lock-Up Period”),
no Block Purchase Shareholder may transfer its PartnerRe common shares, except
for transfers to affiliates or, after six months, in certain distributions
in-kind. Following the Lock-Up Period, each Block Purchase
Shareholder may generally transfer its PartnerRe common shares to third parties,
except that, subject to certain exceptions, no such transfers may be made to any
person who, to such Block Purchase Shareholder’s knowledge, is a competing
person, has filed a Schedule 13D with respect to PartnerRe’s equity securities
or beneficially owns 5% or more of PartnerRe’s total outstanding voting
power.
The investor agreements also subject
the Block Purchase Shareholders to certain “standstill” restrictions that
generally restrict each Block Purchase Shareholder from, among other things, (i)
acquiring beneficial ownership of more than 9.9% of PartnerRe’s total
outstanding voting power, (ii) seeking to effect a merger, tender offer or other
extraordinary transaction involving PartnerRe, (iii) soliciting proxies to vote
or seek to influence any third party with respect to their voting of any
PartnerRe common shares, (iv) facilitating or encouraging any person to seek
representation on PartnerRe’s board of directors or (v) forming, joining or
participating in a 13D group, including a group consisting of other Block
Purchase Shareholders. In addition, each Block Purchase Shareholder
must notify PartnerRe under certain circumstances upon being approached by any
person requesting that such Block Purchase Shareholder join or act in concert
with such person in taking any of action prohibited by the standstill
restrictions.
The investor agreements further provide
that if at any time any Block Purchase Shareholder’s total voting power over
PartnerRe common shares is in excess of the total voting power represented by
the PartnerRe common shares acquired by such Block Purchase Shareholder at the
closing of the Block Purchase, the excess voting power must
either be
voted, in such Block Purchase Shareholder’s option, in accordance with the
recommendation of PartnerRe’s board of directors or in accordance with the votes
made by PartnerRe shareholders other than the Block Purchase
Shareholders.
The investor agreements further grant
the Block Purchase Shareholders the right to attend quarterly meetings with
PartnerRe’s chief financial officer (or his or her deputy) and potentially one
or more other members of PartnerRe’s executive committee. In
addition, each Block Purchase Shareholder will be entitled to certain quarterly
information rights, in which case such Block Purchase Shareholder will be
subject to PartnerRe’s normal trading policy and black-out periods applicable to
“designated insiders.”
Subject to certain exceptions, the
investor agreements will generally terminate with respect to all Block Purchase
Shareholders at such time that the Block Purchase Shareholders’ aggregate voting
power is less than 10% of PartnerRe’s total voting power and with respect to any
individual Block Purchase Shareholder, at such time that such Block Purchase
Shareholder ceases to own at least 50% of the number of PartnerRe shares
acquired by it in the Block Purchase.
The foregoing description of the
investor agreements does not purport to be complete and is qualified in its
entirety by reference to the form of investor agreement, which is filed as
Exhibit 2.3 hereto.
Registration Rights
Agreements
The Block Purchase Agreement further
provides that at the closing of the Block Purchase, each of the Block Purchase
Shareholders, together with its related entities, will enter into a separate
registration rights agreement. Pursuant to these agreements,
PartnerRe will agree to maintain an effective registration statement during a
two-year period commencing at the expiration of the Lock-Up Period (which period
may be extended under certain circumstances), permitting the Block Purchase
Shareholders to sell their PartnerRe common shares in underwritten and
non-underwritten offerings at any time during such period subject to PartnerRe’s
customary trading black-out periods and PartnerRe’s right to impose certain
suspension periods. Each of the registration rights agreements with the Block
Purchase Shareholders contains customary indemnification
provisions.
The foregoing description of the
registration rights agreements does not purport to be complete and is qualified
in its entirety by reference to the form of registration rights agreement, which
is filed as Exhibit 2.4 hereto.
Pre-Announcement
Purchases
On July 4, 2009, PartnerRe entered into
five separate unconditional securities purchase agreements to acquire (the
“Pre-Announcement
Purchases”) approximately 6% of the outstanding PARIS RE common shares
held by certain affiliates of Greenhill Capital Partners, LLC, Richard E.
Rainwater and family and certain affiliates, Mr. V. Dowling and an affiliated
family trust, an affiliate of Wachovia Capital Partners and TMT Partners, Ltd.
The purchase price per PARIS RE common share in connection with each of the
Pre-Announcement Purchases is the same Per Share Consideration payable in the
Block Purchase. In order to give effect to the tangible book value
adjustment described above under the heading “Transaction Agreement,” the
Pre-Announcement Purchases will be subject to a post-closing adjustment at the
time of the closing of the Block Purchase. Pursuant to the
post-closing adjustment, if the tangible book value adjustment results in an
upward adjustment to the Per Share Consideration, PartnerRe will issue an
appropriate number of additional PartnerRe common shares based on the formulaic
adjustment described above to each of the selling shareholders reflecting such
upward adjustment. Similarly, if the tangible book value adjustment
results in a downward adjustment to the Per Share Consideration, the selling
shareholders will return an appropriate number of additional PartnerRe common
shares (or, for certain selling shareholders, cash in lieu thereof equal to the
fair market value of such shares as of a recent date) to PartnerRe based on the
formulaic adjustment described above reflecting such downward
adjustment.
The securities purchase agreements
governing the Pre-Announcement Purchases further provide that at the closing of
the Block Purchase, the selling shareholders will receive a cash payment of
US$3.85 for each PARIS RE common share sold to PartnerRe in the Pre-Announcement
Purchases net of any per share dividend declared on the PartnerRe common shares
having a record date prior to the closing of the Block Purchase (as
appropriately adjusted
for an
exchange ratio of 0.30 PartnerRe common shares for each PARIS RE common
share). This cash payment will be paid to the selling shareholders
even if the Block Purchase does not close, in which case no post-closing
adjustment will be applicable and the payment will be made within two business
days following termination of the Block Purchase Agreement.
At
the time that PartnerRe entered into the securities purchase agreements
governing the Pre-Announcement Purchases, PartnerRe also entered into a
registration rights agreement with each of the parties to the Pre-Announcement
Purchases. Pursuant to these agreements, PartnerRe will make an
effective shelf registration statement available immediately after the filing of
PartnerRe’s next quarterly report with the U.S. Securities and Exchange
Commission, permitting resales by the selling shareholders in non-underwritten
transactions subject to PartnerRe’s customary trading black-out periods and
PartnerRe’s right to impose certain suspension periods. These resale
registration rights will remain available until the securities are freely
tradeable under Rule 144 of the Securities Act of 1933, as amended. Each of the
registration rights agreements with the parties to the Pre-Announcement
Purchases contains customary indemnification provisions.
PartnerRe may enter into agreements to
purchase additional PARIS RE common shares from certain other shareholders who
were shareholders of PARIS RE prior to its initial public offering and their
private transferees. Such purchases, which are expected to be conditioned upon
the closing of the Block Purchase and consummated simultaneously with the
closing of the Block Purchase, will, if entered into, be consummated at the same
Per Share Consideration payable in the Block Purchase, as adjusted pursuant to
the tangible book value adjustment described above. These purchases,
if they are consummated, will be disclosed in filings with the U.S. Securities
and Exchange Commission and with the Autorité des Marchés
Financiers.
Tender and Support
Agreements
On July 4, 2009, as an inducement for
PartnerRe to enter into the Block Purchase Agreement and the Transaction
Agreement, Mr. Hans-Peter Gerhardt, the chief executive officer of PARIS RE, and
certain funds managed by OZ Management LP, entered into tender and support
agreements with PartnerRe. Pursuant to these agreements, Mr. Gerhardt
agreed to tender all of his PARIS RE warrants and the funds managed by OZ
Management LP agreed to tender all of their PARIS RE common shares, representing
approximately 6% of PARIS RE’s outstanding common shares, as promptly as
practicable after commencement of the Exchange Offer. Neither Mr.
Gerhardt nor the funds managed by OZ Management LP may sell, assign, transfer or
otherwise dispose of any of their PARIS RE warrants, in the case of Mr.
Gerhardt, or common shares, in the case of the funds managed by OZ Management
LP, during the term of the applicable tender and support
agreement. If a competing offer is made prior to the settlement of
the Exchange Offer, however, each of Mr. Gerhardt and the funds managed by OZ
Management LP will be entitled to withdraw from the Exchange Offer any such
common shares or warrants previously tendered.
The tender and support agreement
entered into with the funds managed by OZ Management LP further provides that
such funds will, at any meeting of the PARIS RE shareholders, vote (or cause to
be voted) in favor of the approval of the matters required to be submitted for
approval to the PARIS RE shareholders in order to consummate the Block Purchase
and against, among other things, any action or agreement that would reasonably
be expected to frustrate the purposes of, impede, hinder, interfere with, or
prevent or delay or adversely affect the consummation of the transactions
contemplated by the Block Purchase Agreement and the Transaction
Agreement.
The foregoing description of the tender
and support agreements between PartnerRe, on the one hand, and Mr. Gerhardt or the funds
managed by OZ Management LP, on the other hand, does not purport to be
complete and is qualified in its entirety by reference to such tender and
support agreements, which are filed as Exhibits 2.5 and 2.6 hereto,
respectively.
Additional
Information
The Transaction Agreement and Block
Purchase Agreement govern the contractual rights between the parties in relation
to the Block Purchase, the Exchange Offer and the Merger. The above summary of
the principal terms of the Transaction Agreement and the Block Purchase
Agreement, and the Transaction Agreement and Block Purchase
Agreement
attached as exhibits to this Form 8-K, are intended to provide you with
information regarding the terms of the Transaction Agreement and Block Purchase
Agreement. The Transaction Agreement and the Block Purchase Agreement
and the related summaries are not intended to modify or supplement any factual
disclosures about PartnerRe or PARIS RE in PartnerRe’s or PARIS RE’s respective
public reports filed with the U.S. Securities and Exchange Commission or the
Autorité des Marchés
Financiers, as applicable. In particular, the Transaction Agreement and
the Block Purchase Agreement and the related summaries are not intended to be,
and should not be relied upon as, disclosures regarding any facts and
circumstances relating to PartnerRe or PARIS RE. The representations and
warranties have been negotiated with the principal purpose of establishing the
circumstances in which a party may have the right not to close the Block
Purchase if the representations and warranties of the other party prove to be
untrue due to a change in circumstance or otherwise, and allocate risk between
the parties, rather than establishing matters as facts. The representations and
warranties may also be subject to a contractual standard of materiality
different from those generally applicable under securities laws.
Item
9.01 Financial
Statements and Exhibits
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2.1
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Securities
Purchase Agreement dated as of July 4, 2009 among PartnerRe Ltd., PARIS RE
Holdings Limited and the sellers named therein
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2.2
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Transaction
Agreement dated as of July 4, 2009 between PartnerRe Ltd. and PARIS RE
Holdings Limited
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2.3
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Form
of Investor Agreement between PartnerRe Ltd. and shareholders party
thereto
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2.4
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Form
of Registration Rights Agreement between PartnerRe Ltd. and shareholders
party thereto
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2.5
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Tender
and Support Agreement dated as of July 4, 2009 between PartnerRe Ltd. and
Hans-Peter Gerhardt
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2.6
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Tender
and Support Agreement dated as of July 4, 2009 among PartnerRe Ltd.,
Gordel Holdings Limited, Goldman Sachs & Co. Profit Sharing Master
Trust, OZ Master Fund, Ltd. and OZ Europe Master Fund
Ltd.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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PartnerRe
Ltd.
(Registrant)
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Date:
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July
9, 2009
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By:
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/s/
Amanda E. Sodergren
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Name:
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Amanda
E. Sodergren
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Title:
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Chief
Legal Counsel
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Exhibit
Index
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2.1
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Securities
Purchase Agreement dated as of July 4, 2009 among PartnerRe Ltd., PARIS RE
Holdings Limited and the sellers named therein
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2.2
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Transaction
Agreement dated as of July 4, 2009 between PartnerRe Ltd. and PARIS RE
Holdings Limited
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2.3
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Form
of Investor Agreement between PartnerRe Ltd. and shareholders party
thereto
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2.4
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Form
of Registration Rights Agreement between PartnerRe Ltd. and shareholders
party thereto
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2.5
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Tender
and Support Agreement dated as of July 4, 2009 between PartnerRe Ltd. and
Hans-Peter Gerhardt
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2.6
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Tender
and Support Agreement dated as of July 4, 2009 among PartnerRe Ltd.,
Gordel Holdings Limited, Goldman Sachs & Co. Profit Sharing Master
Trust, OZ Master Fund, Ltd. and OZ Europe Master Fund
Ltd.
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