SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
AmTrust Financial Services, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
032359309
(CUSIP Number)
Andrew Langham
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 6, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d‑7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,683,746
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,683,746
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,683,746
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.88%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,683,746
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,683,746
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,683,746
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.88%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,683,746
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,683,746
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,683,746
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.88%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
5,996,564
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,996,564
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,996,564
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
5,996,564
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,996,564
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,996,564
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.05%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
8,738,422
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,738,422
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,738,422
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.45%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
8,738,422
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,738,422
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,738,422
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.45%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
14,734,986
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,734,986
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,734,986
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
14,734,986
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,734,986
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,734,986
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
14,734,986
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,734,986
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,734,986
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
14,734,986
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,734,986
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,734,986
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
14,734,986
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,734,986
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,734,986
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.50%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 032359309
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / /
|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
18,418,732
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
18,418,732
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,418,732
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.38%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
Item 1 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
This statement constitutes Amendment No. 3 to the Schedule 13D relating to the common shares, par value $0.01 per share (the "Shares"), issued by AmTrust Financial Services, Inc. (the "Issuer"), and hereby amends the Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "SEC") on May 17, 2018, as amended by Amendment No. 1, filed with the SEC on June 1, 2018 and Amendment No. 2, filed with the SEC on June 4, 2018, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
The Reporting Persons may be deemed to be the beneficial owner of, in the aggregate, 18,418,732 Shares. The aggregate purchase price paid by the Reporting Persons for the Shares was approximately $241.9 million (including commissions and premiums for options to purchase Shares). The source of funding for the Shares held by the Reporting Persons was the general working capital of the respective purchasers. The Shares held by the Reporting Persons are held in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of such Shares was obtained through margin borrowing.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by the addition of the following:
On June 6, 2018, the Reporting Persons entered into a Settlement and Support Agreement with the Issuer and Evergreen Parent, L.P. (the "Settlement Agreement"), a copy of which is filed herewith as Exhibit 1 and incorporated herein by reference.
Pursuant to the Settlement Agreement, on June 7, 2018, the Reporting Persons (i) filed a Notice of Voluntary Dismissal with Prejudice in The Court of Chancery of the State of Delaware, and (ii) commenced the process to cause to be withdrawn the notices to demand appraisal with respect to the Shares.
Item 5. Interest in Securities of the Issuer
Items 5(a) and (b) of the Schedule 13D are hereby amended by replacing them in their entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 18,418,732 Shares, representing approximately 9.38% of the Issuer's outstanding Shares (based upon the 196,355,520 Shares stated to be outstanding as of May 2, 2018 by the Issuer in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2018).
(b) High River has sole voting power and sole dispositive power with regard to 3,683,746 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 5,996,564 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 8,738,422 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the "Act") the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
Item 5(c) of the Schedule 13D is herby amended by the addition of the following:
(c) The following table sets forth all transactions with respect to Shares effected since June 4, 2018, the date of the last amendment to the Schedule 13D filed by the Reporting Persons in respect of the Shares. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
|
Name of Reporting Person
|
Date of Transaction
|
Amount of Securities
|
Price Per Share
|
|
High River Limited Partnership
|
06/07/2018
|
2,297,537 (1)
|
13.19 (2)
|
| |
|
|
|
|
Icahn Partners LP
|
06/07/2018
|
5,450,156 (1)
|
13.19 (2)
|
| |
|
|
|
|
Icahn Partners Master Fund LP
|
06/07/2018
|
3,739,992 (1)
|
13.19 (2)
|
|
(1)
|
Represents Shares acquired pursuant to a forward contract. The forward contracts were set to expire on May 1, 2020. On June 7, 2018, the Reporting Persons exerxied such forward contracts to acquire an aggregate of 11,487,685 Shares, which represents all forward contracts held by the Reporting Persons as of the date of this filing, including the forward contracts to which this footnote is referenced.
|
|
(2)
|
Represents a forward price of $10.00 per Share, plus the average amount per Share the Reporting Persons paid the counterparty to the forwad contract upon entering into such forward contact. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. In addition, the Reporting Persons paid a financing charge to the counterparty to such forward contract.
|
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended by replacing the first two paragraphs thereof in their entirety with the following:
Forward Contracts
On the relevant dates listed above in Item 5(c), certain of the Reporting Persons entered into forward contracts (the "Forwards") providing for the purchase by such Reporting Persons of an aggregate of 11,487,685 Shares at a forward price of $10.00 per share, for an aggregate forward price of approximately $114.9 million, plus a financing charge. The forward price is subject to adjustment to account for any dividends or other distributions declared by the Issuer. The Reporting Persons also paid the counterparty to the Forwards an aggregate amount of approximately $36.7 million upon entering into such Forwards.
The Forwards provided for physical settlement, with the Reporting Person retaining the right to elect cash settlement. The Forwards did not give any Reporting Persons direct or indirect voting, investment or dispositive control over the Shares to which such contracts relate. On June 7, 2018, the Reporting Persons exercised all such Forwards and thereby acquired 11,487,685 Shares.
Item 7. Material to be Filed as Exhibits
|
1.
|
Settlement and Support Agreement, dated June 6, 2018, among the Reporting Persons, the Issuer and Evergreen Parent, L.P. (incorporated by reference to Exhibit 10.1 to the Form 8−K filed by the Issuer with the Securities and Exchange Commission on June 7, 2018).
|
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 7, 2018
ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ SungHwan Cho
Name: SungHwan Cho
Title: Chief Financial Officer
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page of Schedule 13D/A No. 3 – AmTrust Financial Services, Inc.]