13D Filing: Fairfax Financial Holdings and Exco Resources Inc (XCO)

 

13(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

The name, present principal occupation or employment and name, principal business and address of any corporation or other organization in which such employment is conducted and the citizenship of each director and executive officer of each of the Reporting Persons is set forth in Annex A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q, R, S, T, U, V, W, X, Y, Z, AA, BB, CC, DD, EE, FF, and GG as the case may be, and such Annexes are incorporated herein by reference.

 

Pursuant to Rule 13d-1(k) under the Exchange Act, the Reporting Persons have agreed to file jointly one statement with respect to their ownership of the Common Shares.

 

During the last five years, none of the Reporting Persons, and to the best of each such Reporting Persons knowledge, none of the executive officers or directors of such Reporting Person have been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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.

 

Item 3.                                                         Source and Amount of Funds or Other Consideration.

 

The source of funds for the purchase of the Common Stock beneficially owned by the Reporting Persons other than as described below in this Item 3 of Schedule 13D, was cash on hand from existing investment portfolios.

 

In connection with the purchase of the 1.5 Lien Notes, as described in Item 6 of this Schedule 13D, certain of the Reporting Persons received the Fairfax 1.5 Lien Notes Warrants and the Fairfax Commitment Fee Warrants.

 

In connection with the Second Lien Term Loan Exchange, as described in Item 6 of this Schedule 13D, certain of the Reporting Persons received the Fairfax Amendment Fee Warrants as a consent fee for agreeing to certain amendments to the agreements governing the Exchange Term Loan.

 

Item 4.                                                         Purpose of Transaction.

 

The Reporting Persons acquired the Common Stock for investment purposes. One or more entities within the Fairfax Group of Companies, including one or more of the Reporting Persons, may determine to purchase additional securities of EXCO in the open market or otherwise, depending upon price, market conditions, availability of funds, evaluation of alternative investments and other factors. While none of the Reporting Persons has any present plans to sell any Common Stock or other securities of EXCO, one or more of them could determine, based upon the same set of factors listed above with respect to purchases, to sell some or all of such securities. The Reporting Persons have no intention to effect any of the transactions specified in Item 4 of Schedule 13D.

 

Item 5.                                                         Interest in Securities of the Issuer.

 

(a)         Based on the most recent information available, the aggregate number and percentage of the Common Stock (the securities identified pursuant to Item 1 of this Schedule 13D) that are beneficially owned by each of the Reporting Persons is set forth in boxes 11 and 13 of the second part of the cover page to this Schedule 13D for each of the Reporting Persons, and such information is incorporated herein by reference.

 

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