SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13G

  

Under the Securities Exchange Act of 1934

 

(Amendment No.     )*

 

Crescent Capital BDC, Inc.

(Name of Issuer)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

225655109

(CUSIP Number)

 

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)
þ Rule 13d-1(c)
¨Rule 13d-1(d)

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

 

 

CUSIP No. 225655109

 

13G  

1

 

NAMES OF REPORTING PERSONS

 

V. PREM WATSA

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

 

SEC USE ONLY

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CANADIAN

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

 

SOLE VOTING POWER

 

0

6

 

SHARED VOTING POWER

 

3,796,246

7

 

SOLE DISPOSITIVE POWER

 

0

8

 

SHARED DISPOSITIVE POWER

 

3,796,246

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,796,246

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

13.48%

12

 

TYPE OF REPORTING PERSON

 

IN

         

 

 

 

CUSIP No. 225655109

 

13G  

1

 

NAMES OF REPORTING PERSONS

 

THE SECOND 810 HOLDCO LTD.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

 

SEC USE ONLY

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CANADA

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

 

SOLE VOTING POWER

 

0

6

 

SHARED VOTING POWER

 

3,796,246

7

 

SOLE DISPOSITIVE POWER

 

0

8

 

SHARED DISPOSITIVE POWER

 

3,796,246

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,796,246

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

13.48%

12

 

TYPE OF REPORTING PERSON

 

CO

         

 

 

 

CUSIP No. 225655109

 

13G  

1

 

NAMES OF REPORTING PERSONS

 

THE SECOND 1109 HOLDCO LTD.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

 

SEC USE ONLY

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CANADA

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

 

SOLE VOTING POWER

 

0

6

 

SHARED VOTING POWER

 

3,796,246

7

 

SOLE DISPOSITIVE POWER

 

0

8

 

SHARED DISPOSITIVE POWER

 

3,796,246

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,796,246

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

13.48%

12

 

TYPE OF REPORTING PERSON

 

CO

         

 

 

 

CUSIP No. 225655109

 

13G  

1

 

NAMES OF REPORTING PERSONS

 

THE SIXTY TWO INVESTMENT COMPANY LIMITED

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

 

SEC USE ONLY

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

BRITISH COLUMBIA, CANADA

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

 

SOLE VOTING POWER

 

0

6

 

SHARED VOTING POWER

 

3,796,246

7

 

SOLE DISPOSITIVE POWER

 

0

8

 

SHARED DISPOSITIVE POWER

 

3,796,246

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,796,246

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

13.48%

12

 

TYPE OF REPORTING PERSON

 

CO

         

 

 

 

 

 

 

CUSIP No. 225655109 13G  

1

 

NAMES OF REPORTING PERSONS

 

12002574 CANADA INC.

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

 

SEC USE ONLY

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CANADA

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

 

SOLE VOTING POWER

 

0

6

 

SHARED VOTING POWER

 

3,796,246

7

 

SOLE DISPOSITIVE POWER

 

0

8

 

SHARED DISPOSITIVE POWER

 

3,796,246

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,796,246

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

13.48%

12

 

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

CUSIP No. 225655109 13G  

1

 

NAMES OF REPORTING PERSONS

 

FAIRFAX FINANCIAL HOLDINGS LIMITED

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

 

SEC USE ONLY

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

CANADA

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

 

SOLE VOTING POWER

 

0

6

 

SHARED VOTING POWER

 

3,796,246

7

 

SOLE DISPOSITIVE POWER

 

0

8

 

SHARED DISPOSITIVE POWER

 

3,796,246

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,796,246

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

13.48%

12

 

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

 


CUSIP No. 225655109
13G  

1

 

NAMES OF REPORTING PERSONS

 

1102952 B.C. UNLIMITED LIABILITY COMPANY

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

 

SEC USE ONLY

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

BRITISH COLUMBIA, CANADA

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

 

SHARED VOTING POWER

 

3,796,246

7

 

SOLE DISPOSITIVE POWER

 

0

8

 

SHARED DISPOSITIVE POWER

 

3,796,246

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,796,246

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

13.48%

12

 

TYPE OF REPORTING PERSON

 

CO

 

 

 

 


CUSIP No. 225655109
13G  

1

 

NAMES OF REPORTING PERSONS

 

ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

 

SEC USE ONLY

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

BERMUDA

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

 

SHARED VOTING POWER

 

3,796,246

7

 

SOLE DISPOSITIVE POWER

 

0

8

 

SHARED DISPOSITIVE POWER

 

3,796,246

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,796,246

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

13.48%

12

 

TYPE OF REPORTING PERSON

 

CO

  

 

 

 


CUSIP No. 225655109
13G  

1

 

NAMES OF REPORTING PERSONS

 

ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

 

SEC USE ONLY

 

 

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

BERMUDA

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

 

SHARED VOTING POWER

 

3,796,246

7

 

SOLE DISPOSITIVE POWER

 

0

8

 

SHARED DISPOSITIVE POWER

 

3,796,246

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,796,246

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

13.48%

12

 

TYPE OF REPORTING PERSON

 

CO

 

 

 

 

  

CUSIP No. 225655109 13G  

1

 

NAMES OF REPORTING PERSONS

 

ALLIED WORLD ASSURANCE COMPANY, LTD

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a) ¨

(b) þ

3

 

SEC USE ONLY

  

4

 

CITIZENSHIP OR PLACE OF ORGANIZATION

 

BERMUDA

NUMBER OF

SHARES
BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

0

6

 

SHARED VOTING POWER

 

3,796,246

7

 

SOLE DISPOSITIVE POWER

 

0

8

 

SHARED DISPOSITIVE POWER

 

3,796,246

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,796,246

10

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

13.48%

12

 

TYPE OF REPORTING PERSON

 

CO

           

 

 

 

Item 1(a). Name of Issuer:

 

Crescent Capital BDC, Inc. (“Crescent Capital”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

11100 Santa Monica Blvd., Suite 2000, Los Angeles, CA 90025

 

Item 2(a). Name of Person Filing:

 

This statement is being jointly filed by the following persons (collectively, the “Reporting Persons”):

 

1.V. Prem Watsa, an individual;

 

2.The Second 810 Holdco Ltd. (“810 Holdco”), a corporation incorporated under the laws of Canada;

 

3.The Second 1109 Holdco Ltd. (“Holdco”), a corporation incorporated under the laws of Canada;

 

4.The Sixty Two Investment Company Limited (“Sixty Two”), a corporation incorporated under the laws of British Columbia;

 

5.12002574 Canada Inc. (“12002574”), a corporation incorporated under the laws of Canada;

 

6.Fairfax Financial Holdings Limited (“Fairfax”), a corporation incorporated under the laws of Canada;

 

7.1102952 B.C. Unlimited Liability Company (“1102952”), a corporation incorporated under the laws of British Columbia;

 

8.Allied World Assurance Company Holdings, Ltd. (“Allied Holdings”), a corporation incorporated under the laws of Bermuda;

 

9.Allied World Assurance Company Holdings I, Ltd (“Allied Holdings I”), a corporation incorporated under the laws of Bermuda; and

 

10.Allied World Assurance Company, Ltd (“Allied Company”), a corporation incorporated under the laws of Bermuda;

 

Item 2(b). Address of Principal Business Office:

 

The addresses of the Reporting Persons are as follows:

 

1.Mr. Watsa’s business address is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7;

 

2.The principal business address and principal office address of 810 Holdco is 95 Wellington Street West, Suite 802, Toronto, Ontario, Canada, M5J 2N7;

 

3.The principal business address and principal office address of Holdco is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7;

 

4.The principal business address and principal office address of Sixty Two is 1600 Cathedral Place, 925 West Georgia St., Vancouver, British Columbia, Canada V6C 3L3;

 

5.The principal business address and principal office address of 12002574 is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7;

 

 

 

 

6.The principal business address and principal office address of Fairfax is 95 Wellington Street West, Suite 800, Toronto, Ontario, Canada M5J 2N7;

 

7.The principal business address and principal office address of 1102952 is 1600-925 West Georgia Street, Vancouver, British Columbia, Canada V6C 3L2;

 

8.The principal business address and principal office address of Allied Holdings is 27 Richmond Road, Pembroke HM 08, Bermuda;

 

9.The principal business address and principal office address of Allied Holdings I is 27 Richmond Road, Pembroke HM 08, Bermuda; and

 

10.The principal business address and principal office address of Allied Company is 27 Richmond Road, Pembroke HM 08, Bermuda.

 

Item 2(c). Citizenship:

 

V. Prem Watsa is a citizen of Canada.

 

Item 2(d). Title of Class of Securities:

 

Common Stock, par value $0.001 per share

 

 

 

 

Item 2(e). CUSIP Number:

 

225655109

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

(a)¨ Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o);

 

(b)¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)¨ Insurance Company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)¨ An Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

(e)¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)¨ A parent holding company or control person, in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)¨ A non-US institution in accordance with §240.13d-1(b)(1)(ii)(J);

 

(k)¨ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

Item 4. Ownership.

 

The aggregate number and percentage of shares of common stock, par value $0.001 per share, of Crescent Capital (“Shares”) that are beneficially owned by each of the Reporting Persons are set forth in rows 9 and 11 of the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.

 

The number of Shares as to which each of the Reporting Persons has sole voting power, shared voting power, sole dispositive power and shared dispositive power is set forth in rows 5, 6, 7 and 8, respectively, on the second part of the cover page to this Schedule 13G, and such information is incorporated herein by reference.

 

Neither the filing of this Schedule 13G nor the information contained herein shall be deemed to constitute an affirmation by V. Prem Watsa, 810 Holdco, Holdco, Sixty Two, 12002574, Fairfax, 1102952, Allied Holdings, Allied Holdings I, or Allied Company that such person is the beneficial owner of the Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

 

 

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

See attached Exhibit No. 1.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certification.

 

By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

  

Dated: January 29, 2021 V. Prem Watsa

 

  /s/ V. Prem Watsa

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. 

 

Dated: January 29, 2021 The Second 810 Holdco Ltd.

 

  By: /s/ V. Prem Watsa
  Name:     V. Prem Watsa
  Title:       President

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

Dated: January 29, 2021 The Second 1109 Holdco Ltd.
   
  By: /s/ V. Prem Watsa
  Name:       V. Prem Watsa
  Title:         President

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 29, 2021 The Sixty Two Investment Company Limited
   
  By: /s/ V. Prem Watsa
  Name:       V. Prem Watsa
  Title:         President

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 29, 2021 12002574 Canada Inc.
   
  By: /s/ V. Prem Watsa
  Name:       V. Prem Watsa
  Title:         President

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 29, 2021 Fairfax Financial Holdings Limited
   
  By: /s/ Peter Clarke
  Name:       Peter Clarke
  Title:         Vice President and Chief Operating Officer

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 29, 2021 1102952 B.C. Unlimited Liability Company
   
  By: /s/ Peter Clarke
  Name:       Peter Clarke
  Title:         Attorney-in-Fact

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 29, 2021 Allied World Assurance Company Holdings, Ltd
   
  By: /s/ Peter Clarke
  Name:       Peter Clarke
  Title:         Attorney-in-Fact

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 29, 2021 Allied World Assurance Company Holdings I, Ltd
   
  By: /s/ Peter Clarke
  Name:       Peter Clarke
  Title:         Attorney-in-Fact

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: January 29, 2021 Allied World Assurance Company, Ltd
   
  By: /s/ Peter Clarke
  Name:       Peter Clarke
  Title:         Attorney-in-Fact

 

 

 

 

Exhibit Index

 

Exhibit No.   Description
     
1   Members of filing group
2   Joint Filing Agreement dated as of January 29, 2021 among V. Prem Watsa, The Second 810 Holdco Ltd., The Second 1109 Holdco Ltd., The Sixty Two Investment Company Limited, 12002574 Canada Inc., Fairfax Financial Holdings Limited, 1102952 B.C. Unlimited Liability Company, Allied World Assurance Company Holdings, Ltd, Allied World Assurance Company Holdings I, Ltd, and Allied World Assurance Company, Ltd.

 

 

 

 

EXHIBIT 1

 

MEMBERS OF FILING GROUP

 

V. Prem Watsa

The Second 810 Holdco Ltd.

The Second 1109 Holdco Ltd.

The Sixty Two Investment Company Limited

12002574 Canada Inc.

Fairfax Financial Holdings Limited

1102952 B.C. Unlimited Liability Company

Allied World Assurance Company Holdings, Ltd

Allied World Assurance Company Holdings I, Ltd

Allied World Assurance Company, Ltd

 

 

 

 

EXHIBIT 2

 

CUSIP No. 225655109

 

AGREEMENT CONCERNING JOINT FILING

OF SCHEDULE 13G

 

The undersigned agree as follows:

 

(i) each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

 

(ii) each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other person making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument.

 

Dated: January 29, 2021

 

 

 

 

  v. PREM WATSA
   
  /s/ V. Prem Watsa
  V. Prem Watsa
   
  The SECOND 810 Holdco Ltd.
   
  By: /s/ V. Prem Watsa
    Name: V. Prem Watsa
    Title: President
   
  The SECOND 1109 Holdco Ltd.
   
  By: /s/ V. Prem Watsa
    Name: V. Prem Watsa
    Title: President
   
  THE SIXTY TWO INVESTMENT COMPANY LIMITED
   
  By: /s/ V. Prem Watsa
    Name: V. Prem Watsa
    Title: President
   
  12002574 Canada Inc.
   
  By: /s/ V. Prem Watsa
    Name: V. Prem Watsa
    Title: President

 

 

 

 

  FAIRFAX FINANCIAL HOLDINGS LIMITED
   
  By: /s/ Peter Clarke
    Name: Peter Clarke
    Title: Vice President and Chief Operating Officer
   
  1102952 B.C. UNLIMITED LIABILITY COMPANY
   
  By: /s/ Peter Clarke
    Name: Peter Clarke
    Title: Attorney-in-Fact
   
  ALLIED WORLD ASSURANCE COMPANY HOLDINGS, LTD
   
  By: /s/ Peter Clarke
    Name: Peter Clarke
    Title: Attorney-in-Fact
   
  ALLIED WORLD ASSURANCE COMPANY HOLDINGS I, LTD
   
  By: /s/ Peter Clarke
    Name: Peter Clarke
    Title: Attorney-in-Fact
   
  ALLIED WORLD ASSURANCE COMPANY, LTD
   
  By: /s/ Peter Clarke
    Name: Peter Clarke
    Title: Attorney-in-Fact