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Bermuda
(State or other jurisdiction of incorporation or organization) O’Hara House One Bermudiana Road Hamilton, HM08 Bermuda (441) 292-8515 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
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98-0665416
(I.R.S. Employer Identification Number) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 (302) 738-6680 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
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Ireland
(State or other jurisdiction of incorporation or organization) XL House, 8 St. Stephen’s Green Dublin 2 Ireland +353 (1) 405-2033 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
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None
(I.R.S. Employer Identification Number) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 (302) 738-6680 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
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Cayman Islands
(State or other jurisdiction of incorporation or organization) XL House, 8 St. Stephen’s Green Dublin 2 Ireland +353 (1) 405-2033 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) |
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98-0191089
(I.R.S. Employer Identification No.) Puglisi & Associates 850 Library Avenue, Suite 204 Newark, Delaware 19711 (302) 738-6680 (Name, address, including zip code, and telephone number, including area code, of agent for service) |
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Kirstin R. Gould, Esq.
Executive Vice President, General Counsel and Secretary XL Group Ltd XL Group plc XLIT Ltd. O’Hara House One Bermudiana Road Hamilton, HM08 Bermuda (441) 292-8515 |
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Todd E. Freed, Esq.
Gregory A. Fernicola, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, New York 10036 (212) 735-3000 |
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
(Do not check if a smaller reporting company) |
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Smaller reporting company ☐
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Calculation of Registration Fee
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Title of each class of securities to be registered(1)
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Amount to be
registered(2) |
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Proposed
maximum offering price per unit(2) |
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Proposed
maximum aggregate offering price(2) |
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Amount of
registration fee(2) |
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XL Group Ltd Common Shares (par value US$0.01 per
share) |
| | | | | | | | | | | | |
XL Group Ltd Preference Shares (par value US$0.01 per
share) |
| | | | | | | | | | | | |
XL Group Ltd Depositary Shares
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| | | | | | | | | | | | |
XL Group Ltd Common Share Warrants
|
| | | | | | | | | | | | |
XL Group Ltd Purchase Contracts
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| | | | | | | | | | | | |
XL Group Ltd Purchase Units(3)
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| | | | | | | | | | | | |
XL Group Ltd Debt Securities
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| | | | | | | | | | | | |
XL Group Ltd Guarantees of XLIT Ltd. Debt Securities(4)
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| | | | | | | | | | | | |
XL Group plc Guarantees of XLIT Ltd. Debt Securities(5)
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| | | | | | | | | | | | |
XLIT Ltd. Debt Securities
|
| | | | | | | | | | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 1 | | | |
| | | | | 2 | | | |
| | | | | 2 | | | |
| | | | | 6 | | | |
| | | | | 7 | | | |
| | | | | 8 | | | |
| | | | | 9 | | | |
| | | | | 10 | | | |
| | | | | 17 | | | |
| | | | | 21 | | | |
| | | | | 24 | | | |
| | | | | 26 | | | |
| | | | | 27 | | | |
| | | | | 41 | | | |
| | | | | 44 | | | |
| | | | | 44 | | | |
| | | | | 44 | | | |
| | | | | II-1 | | |
| | |
(Unaudited)
Three Months Ended |
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Fiscal Year Ended December 31,
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March 31,
2016(1) |
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2015(1)
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2014(1)
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2013(1)
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2012(1)
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2011(1)
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Ratio of earnings to fixed charges
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| | | | 3.4 | | | | | | 9.1 | | | | | | 3.2 | | | | | | 7.6 | | | | | | 5.0 | | | | | | (0.4) | | |
Ratio of earnings to combined fixed charges and preference dividends
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| | | | 1.7 | | | | | | 6.3 | | | | | | 2.1 | | | | | | 5.2 | | | | | | 3.5 | | | | | | (0.3) | | |
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Amount to
be paid |
| |||
SEC registration fee
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| | | $ | (1) | | |
Stock exchange listing fees
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| | | | (2) | | |
Printing and engraving expenses
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| | | | (2) | | |
Legal fees and expenses
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| | | | (2) | | |
Accounting fees and expenses
|
| | | | (2) | | |
Blue Sky fees and expenses
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| | | | (2) | | |
Trustee and transfer agent fees
|
| | | | (2) | | |
Rating agency fees
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| | | | (2) | | |
Miscellaneous
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| | | | (2) | | |
Total
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| | | | (2) | | |
Exhibit Number |
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Description
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1.1** | | | Form of Underwriting Agreement (XL Group Ltd Equity or Depositary Shares). | |
1.2** | | | Form of Underwriting Agreement (XL Group Ltd Non-Equity). | |
1.3** | | | Form of Underwriting Agreement (XL Group Ltd Purchase Contracts). | |
1.4** | | | Form of Underwriting Agreement (XL Group Ltd Purchase Units). | |
1.5** | | | Form of Distribution Agreement for Debt Securities that are Medium Term Notes. | |
1.6** | | | Form of Underwriting Agreement (XLIT Ltd. Debt Securities). | |
4.1* | | | Form of XL Group Ltd Senior Debt Securities Indenture. | |
4.2** | | | Form of XL Group Ltd Senior Debt Security. | |
4.3* | | | Form of XL Group Ltd Subordinated Debt Securities Indenture. | |
4.4** | | | Form of XL Group Ltd Subordinated Debt Security. | |
4.5** | | | Form of Debt Securities that are Fixed Rate Medium Term Notes. | |
4.6** | | | Form of Debt Securities that are Floating Rate Medium Term Notes. | |
4.7** | | | Form of XL Group Ltd Common Share Warrant Agreement. | |
4.8** | | | Form of XL Group Ltd Common Share Warrant Certificate (included as part of Exhibit 4.7). | |
4.9** | | | Form of XL Group Ltd Purchase Contract Agreement. | |
4.10** | | | Form of Pledge Agreement. | |
4.11** | | | Form of Deposit Agreement. | |
4.12** | | | Form of Depositary Receipt | |
4.13** | | | Form of XL Group Ltd Purchase Contract. | |
4.14** | | | Form of Purchase Unit. | |
4.15 | | | Certificate of Incorporation of XL Group Ltd (incorporated by reference to Exhibit 3.1 to XL Group Ltd’s Current Report on Form 8-K filed on July 25, 2016). | |
4.16 | | | Certificate of Incorporation on Change of Name of XL Group Ltd (incorporated by reference to Exhibit 3.2 to XL Group Ltd’s Current Report on Form 8-K filed on July 25, 2016). | |
4.17 | | | Memorandum of Association of XL Group Ltd (incorporated by reference to Exhibit 3.3 to XL Group Ltd’s Current Report on Form 8-K filed on July 25, 2016). | |
4.18 | | | Bye-laws of XL Group Ltd (incorporated by reference to Exhibit 3.4 to XL Group Ltd’s Current Report on Form 8-K filed on July 25, 2016). | |
4.19 | | | Amended and Restated Memorandum and Articles of Incorporation of XL Group plc (incorporated by reference to Exhibit 3.1 to XL Group plc’s Quarterly Report on Form 10-Q (No. 1-10804) for the period ended June 30, 2014). | |
4.20 | | | Certification of Incorporation of XL Group plc (incorporated by reference to Exhibit 3.2 to XL Group plc’s Current Report on Form 8-K12B (No. 1-10804) filed on July 1, 2010). | |
4.21 | | | Amended and Restated Memorandum of Association of XLIT Ltd, incorporated by reference to Exhibit 4.19 to XL Group Ltd’s Registration Statement on Form S-3 (No. 333-177869) filed on November 9, 2011. | |
4.22 | | | Amended and Restated Articles of Association of XLIT Ltd, incorporated by reference to Exhibit 4.20 to XL Group Ltd’s Registration Statement on Form S-3 (No. 333-177869) filed on November 9, 2011. | |
4.23 | | | XLIT Ltd. Senior Debt Securities Indenture dated as of September 30, 2011 among XL Group plc, XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to XL Group plc’s Current Report on Form 8-K filed on September 30, 2011). | |
Exhibit Number |
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Description
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4.24 | | | Third Supplemental Indenture to the XLIT Ltd. Senior Debt Securities Indenture which is Exhibit 4.22 to the Registration Statement, dated as of July 25, 2016 among XL Group Ltd, XLIT Ltd., XL Group plc and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to XL Group Ltd’s Current Report on Form 8-K filed on July 25, 2016). | |
4.25** | | | Form of XLIT Ltd. Senior Debt Security. | |
4.26 | | | XLIT Ltd. Subordinated Debt Securities Indenture dated as of March 30, 2015 among XL Group plc, XLIT Ltd. and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to XL Group plc’s Current Report on Form 8-K filed on March 30, 2015). | |
4.27 | | | Second Supplemental Indenture to the XLIT Ltd. Subordinated Debt Securities Indenture which is Exhibit 4.25 to the Registration Statement, dated as of July 25, 2016 among XL Group Ltd, XLIT Ltd., XL Group plc and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to XL Group Ltd’s Current Report on Form 8-K filed on July 25, 2016). | |
4.28** | | | Form of XLIT Ltd. Subordinated Debt Security. | |
4.29 | | | Specimen Share Certificate (evidencing the common shares of XL Group Ltd) (incorporated by reference to Exhibit 4.1 to XL Group Ltd’s Current Report on Form 8-K filed on July 25, 2016). | |
5.1* | | | Opinion of ASW Law Limited in respect of XL Group Ltd Common Shares, Preference Shares and Depositary Shares, XL Group Ltd Debt Securities, XL Group Ltd Guarantees, Common Share Warrants, Purchase Contracts and Purchase Units (Bermuda Law Opinion). | |
5.2* | | | Opinion of A&L Goodbody (Irish Law Opinion). | |
5.3* | | | Opinion of Maples and Calder (Cayman Islands Law Opinion). | |
5.4* | | | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP (New York Law Opinion). | |
12 | | | Statement regarding Computation of Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preference Dividends (incorporated by reference to Exhibit 12 to XL Group plc’s Quarterly Report on Form 10-Q for the three months ended March 31, 2016 filed on May 6, 2016). | |
23.1* | | | Consent of ASW Law Limited (included as part of Exhibit 5.1). | |
23.3* | | | Consent of A&L Goodbody (included as part of Exhibit 5.2). | |
23.4* | | | Consent of Maples and Calder (included as part of Exhibit 5.3). | |
23.4* | | | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.4). | |
23.5* | | | Consent of PricewaterhouseCoopers LLP relating to the consolidated financial statements of XL Group plc. | |
24.1* | | | Powers of Attorney of XL Group Ltd (included on a signature page). | |
24.2* | | | Powers of Attorney of XLIT Ltd. (included on a signature page). | |
25.1* | | | Form T-1 Statement of Eligibility of Trustee (XL Group Ltd Senior Debt Securities). | |
25.2* | | | Form T-1 Statement of Eligibility of Trustee (XL Group Ltd Subordinated Debt Securities). | |
25.3* | | | Form T-1 Statement of Eligibility of Trustee (XLIT Ltd. Senior Debt Securities). | |
25.4* | | | Form T-1 Statement of Eligibility of Trustee (XLIT Ltd. Subordinated Debt Securities). | |
99.1* | | | Acceptance of Appointment of Puglisi & Associates as U.S. Agent for Service of Process. | |
| | | | XLIT LTD. | | |||
| | | | By: | | | /s/ Peter R. Porrino | |
| | | | | | | Name: Peter R. Porrino Title: Director |
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Signature
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Title
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Date
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/s/ PETER R. PORRINO
Name: Peter R. Porrino
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Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
| | July 25, 2016 | |
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/s/ TIM GOODYER
Name: Tim Goodyer
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Director
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| | July 25, 2016 | |
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/s/ RONAN REDMON
Name: Ronan Redmon
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Director
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| | July 25, 2016 | |
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/s/ STEPHEN ROBB
Name: Stephen Robb
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Director
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| | July 25, 2016 | |
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/s/ MERVYN P. SKEET
Name: Mervyn P. Skeet
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Director
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| | July 25, 2016 | |
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/s/ RHICERT J.P. WEBB
Name: Rhicert J. P. Webb
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Director
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| | July 25, 2016 | |
| | | | XL GROUP LTD | | |||
| | | | By: | | | /s/ MICHAEL S. MCGAVICK | |
| | | | | | | Name: Michael S. McGavick Title: Chief Executive Officer |
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Signature
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Title
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Date
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/s/ MICHAEL S. MCGAVICK
Name: Michael S. McGavick
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Chief Executive Officer
(Principal Executive Officer) and Director |
| | July 25, 2016 | |
/s/ PETER R. PORRINO
Name: Peter R. Porrino
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
| | July 25, 2016 | |
/s/ EUGENE M. MCQUADE
Name: Eugene M. McQuade
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Director and Chairman of the Board of Directors
|
| | July 25, 2016 | |
/s/ RAMANI AYER
Name: Ramani Ayer
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Director
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| | July 25, 2016 | |
/s/ DALE R. COMEY
Name: Dale R. Comey
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Director
|
| | July 25, 2016 | |
/s/ CLAUS-MICHAEL DILL
Name: Claus-Michael Dill
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Director
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| | July 25, 2016 | |
/s/ ROBERT R. GLAUBER
Name: Robert R. Glauber
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Director
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| | July 25, 2016 | |
/s/ EDWARD J. KELLY, III
Name: Edward J. Kelly, III
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Director
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| | July 25, 2016 | |
/s/ SUZANNE B. LABARGE
Name: Suzanne B. Labarge
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Director
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| | July 25, 2016 | |
/s/ JOSEPH MAURIELLO
Name: Joseph Mauriello
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Director
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| | July 25, 2016 | |
Signature
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Title
|
| |
Date
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| | | | ||||
/s/ CLAYTON S. ROSE
Name: Clayton S. Rose
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Director
|
| | July 25, 2016 | |
/s/ ANNE STEVENS
Name: Anne Stevens
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Director
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| | July 25, 2016 | |
/s/ SIR JOHN VEREKER
Name: Sir John Vereker
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Director
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| | July 25, 2016 | |
| | | | XL GROUP PLC | | |||
| | | | By: | | | /s/ MICHAEL S. MCGAVICK | |
| | | | | | | Name: Michael S. McGavick Title: Chief Executive Officer |
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Signature
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Title
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Date
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| | | | | ||||
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/s/ MICHAEL S. MCGAVICK
Name: Michael S. McGavick
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Chief Executive Officer
(Principal Executive Officer) and Director |
| | July 25, 2016 | |
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/s/ PETER R. PORRINO
Name: Peter R. Porrino
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Executive Vice President and Chief Financial Officer (Principal Financial Officer and
Principal Accounting Officer) |
| | July 25, 2016 | |
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/s/ TIMOTHY GOODYER
Name: Timothy Goodyer
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Director
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| | July 25, 2016 | |
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/s/ REGINA O’CONNOR
Name: Regina O’Connor
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Director
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| | July 25, 2016 | |
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/s/ RONAN REDMOND
Name: Ronan Redmond
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Director
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| | July 25, 2016 | |
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/s/ MERVYN P. SKEET
Name: Mervyn P. Skeet
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Director
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| | July 25, 2016 | |
| | | | Puglisi & Associates, | | |||
| | | | | ||||
| | | | Authorized U.S. Representative | | |||
| | | | | ||||
| | | | By: | | | /s/ DONALD J. PUGLISI | |
| | | | | | | Name: Donald J. Puglisi Title: Managing Director |
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