QNTA » Topics » Quanta Capital Holdings Ltd.

This excerpt taken from the QNTA 10-Q filed Aug 8, 2008.
QUANTA CAPITAL HOLDINGS LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars except for share amounts, or as otherwise stated)
 
1.   Description of business and basis of presentation
 
Quanta Capital Holdings Ltd. (“Quanta Holdings”), incorporated on May 23, 2003, is a holding company organized under the laws of Bermuda. Quanta Holdings and its subsidiaries, collectively referred to as the “Company”, “we”, “us” or “our”, were formed to provide specialty insurance, reinsurance, risk assessment and risk technical services and products on a global basis.
 
Following losses in the 2005 hurricane season and the resulting A.M. Best rating action in 2006, the Company began running off its insurance and reinsurance businesses, other than in its participation in Syndicate 4000 in the Lloyd’s market. In September 2006, the Company sold its interest in Environmental Strategies Consulting LLC (“ESC”), a wholly owned environmental risk management subsidiary.
 
On February 13, 2008, the Company sold Quanta 4000 Ltd. (“Quanta 4000”), which provided 90% of the capital for the 2007 underwriting year for Syndicate 4000, and its interest in Pembroke JV Ltd. (“Pembroke JV”) to Chaucer Holdings Plc. (“Chaucer”) and secured the release of approximately $117.2 million of cash and investment assets which had previously been pledged to Lloyd’s as capital support for the business being written by Syndicate 4000. Syndicate 4000 is managed by Pembroke Managing Agency Limited (“Pembroke”) of which the Company owned 15% through its share ownership in its parent, Pembroke JV, acquired in a transaction that was closed on March 2, 2007. Pembroke provides technical and administrative support and oversight to Syndicate 4000 and was established as a joint venture among Quanta Holdings, Chaucer, the specialist Lloyd’s insurer, and the Syndicate 4000 underwriting team. See Note 3 for further details on the sale of the Company’s interest in Quanta 4000.
 
On March 13, 2008, the Company declared a dividend of $1.75 per common share, or approximately $122.9 million, which was paid on March 28, 2008 to shareholders of record on March 25, 2008.
 
On May 30, 2008, the Company announced that it had entered into a definitive agreement and plan of amalgamation (the “Amalgamation Agreement”) with Catalina Holdings (Bermuda) Ltd. (“Catalina”) and Catalina Alpha Ltd., a wholly owned subsidiary of Catalina. Pursuant to the terms of the Amalgamation Agreement, at the closing, Catalina will acquire all of the common shares of the Company in a transaction valued at approximately $197 million. At the closing of the proposed amalgamation, holders of the common shares of Quanta Holdings will receive $2.80 per share in cash.
 
Completion of the amalgamation is contingent upon satisfaction of closing conditions, including the approval of holders of at least 75% of the common shares voting at the special general meeting of the shareholders, various regulatory approvals and notices and other conditions. The Amalgamation Agreement also contains certain termination rights of Catalina and the Company. Upon termination of the Amalgamation Agreement, under certain circumstances, the Company may be obligated to pay a $6.0 million termination fee to Catalina. In certain circumstances, the Company may also be required to pay up to $1.0 million of Catalina’s expenses in connection with any termination of the Amalgamation Agreement. The transaction is expected to close in the last quarter of 2008. See Note 10 for further information regarding the proposed amalgamation.
 
The Company continues to actively run off its remaining insurance and reinsurance business and maintains offices in Bermuda, Ireland and the United States of America (the “U.S.”).


8


 

These excerpts taken from the QNTA 8-K filed May 30, 2008.

Quanta Capital Holdings Ltd.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 000-50885

     
Bermuda
(State or Other Jurisdiction
of Incorporation or Organization)
  N/A
(I.R.S. Employer
Identification No.)

22 Church Street,
Penthouse
Hamilton HM 11
Bermuda

(Address of Principal Executive Offices, Including Zip Code)

441-294-6350
(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report):

 

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
x   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 



About Quanta Capital Holdings Ltd.

Quanta Capital Holdings Ltd. is a Bermuda holding company, with interests in specialty insurance and reinsurance that it is actively running off. Quanta maintains offices in Bermuda, Ireland and the United States.

These excerpts taken from the QNTA DEFA14A filed May 30, 2008.

Quanta Capital Holdings Ltd.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 000-50885

     
Bermuda
(State or Other Jurisdiction
of Incorporation or Organization)
  N/A
(I.R.S. Employer
Identification No.)

22 Church Street,
Penthouse
Hamilton HM 11
Bermuda

(Address of Principal Executive Offices, Including Zip Code)

441-294-6350
(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report):

 

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
x   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 



About Quanta Capital Holdings Ltd.

Quanta Capital Holdings Ltd. is a Bermuda holding company, with interests in specialty insurance and reinsurance that it is actively running off. Quanta maintains offices in Bermuda, Ireland and the United States.

This excerpt taken from the QNTA 8-K filed Feb 13, 2008.

Quanta Capital Holdings Ltd.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 000-50885

     
Bermuda
(State or Other Jurisdiction of
Incorporation or Organization)
  N/A
(I.R.S. Employer
Identification No.)

22 Church Street,
Penthouse
Hamilton HM 11
Bermuda

(Address of Principal Executive Offices, Including Zip Code)

441-294-6350
(Registrant’s Telephone Number, Including Area Code)

1 Victoria Street, Hamilton HM11, Bermuda
(Former name or former address, if changed since last report)

 

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 



This excerpt taken from the QNTA 10-Q filed Nov 9, 2007.
Quanta Capital Holdings Ltd.
Date:    November 9, 2007                         /s/ Peter D. Johnson                        
  Peter D. Johnson
(On behalf of the registrant and as Principal Executive Officer)
Date:    November 9, 2007                     /s/ Jonathan J.R. Dodd                    
  Jonathan J.R. Dodd
(Principal Financial Officer and Principal Accounting Officer)

81





Table of Contents

Index to Exhibits


31 .1* Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31 .2* Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 .1* Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32 .2* Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* Filed herewith.



This excerpt taken from the QNTA 8-K filed Sep 25, 2007.

Quanta Capital Holdings Ltd.

(Exact Name of Registrant as Specified in its Charter)


Commission File Number:  000-50885


Bermuda

 

N/A

(State or Other Jurisdiction

 

(I.R.S. Employer

of Incorporation or Organization)

 

Identification No.)


1 Victoria Street,

Second Floor

Hamilton HM 11
Bermuda

(Address of Principal Executive Offices, Including Zip Code)


441-294-6350

(Registrant's Telephone Number, Including Area Code)


(Former name or former address, if changed since last report)



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:


q

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


q

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


q

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))


q

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))








This excerpt taken from the QNTA 8-K filed Aug 14, 2007.
QUANTA CAPITAL HOLDINGS LTD. Date: August 13, 2007 By: /s/ Peter D. Johnson     Name:  Peter D. Johnson
Title:     President and Chief Executive Officer



EXHIBIT INDEX


Exhibit
Number
Description
99 .1 Financial Supplement dated August 13, 2007



This excerpt taken from the QNTA 10-Q filed Aug 9, 2007.
Quanta Capital Holdings Ltd. Date:    August 9, 2007                     /s/ Peter D. Johnson                       Peter D. Johnson
(On behalf of the registrant and as Principal Executive Officer)
Date:    August 9, 2007                     /s/ Jonathan J.R. Dodd                       Jonathan J.R. Dodd
(Principal Financial Officer)

77




Table of Contents

Index to Exhibits


4 .2 Amended and Restated Bye-Laws of the Company.
31 .1* Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31 .2* Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32 .1* Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32 .2* Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* Filed herewith.



This excerpt taken from the QNTA 10-Q filed May 10, 2007.
Quanta Capital Holdings Ltd.     Date:    May 9, 2007 /s/ Peter D. Johnson   Peter D. Johnson
(On behalf of the registrant and as
Principal Executive Officer)
    Date:    May 9, 2007 /s/ Jonathan J.R. Dodd   Jonathan J.R. Dodd
(Principal Financial Officer)

61




Index to Exhibits

    10.1   Amendment to Employment Agreement dated March 1, 2007 between the Company and James J. Ritchie (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 5, 2007).
    31.1*  Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    31.2*  Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
    32.1*  Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
    32.2*  Certification of the Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*   Filed herewith.



This excerpt taken from the QNTA 8-K filed Apr 12, 2007.
QUANTA CAPITAL HOLDINGS LTD. Date: April 12, 2007 By: /s/ Peter D. Johnson     Name: Peter D. Johnson
Title: President and Chief Executive Officer



EXHIBIT INDEX


EXHIBIT
NUMBER
DESCRIPTION
99.1 Press release dated April 11, 2007



This excerpt taken from the QNTA 8-K filed Mar 19, 2007.

Quanta Capital Holdings Ltd.

(Exact Name of Registrant as Specified in its Charter)

 

Commission File Number: 000-50885

 

Bermuda

N/A

(State or Other Jurisdiction

of Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

1 Victoria Street,

Second Floor

Hamilton HM 11

Bermuda

(Address of Principal Executive Offices, Including Zip Code)

 

441-294-6350

(Registrant’s Telephone Number, Including Area Code)

 

(Former name or former address, if changed since last report)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


Item 7.01

Regulation FD Disclosure.

 

On March 16, 2007, the Company posted a financial supplement on its website. A copy of this financial supplement is attached as Exhibit 99.1.

 

The information contained in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

EXHIBIT

NUMBER

 

DESCRIPTION

 

 

 

 

 

99.1

 

Financial Supplement dated March 16, 2007

 

 

 

 

 

 

 

 

 


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