sc0068.htm
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington, D.C. 20549
 
 
 
 
 
SCHEDULE 13D
 
 
(Rule 13d-101)
 
     
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)*
 
 
 
 
 
 SeaCube Container Leasing Ltd.
 
 
(Name of Issuer)
 
 
 
 
 
Common Shares, par value $0.01 per share
 
 
(Title of Class of Securities)
 
 
 
 
 
G79978105
 
 
(CUSIP Number)
 
 
Jeff Davis
Vice-President and Associate General Counsel
Ontario Teachers’ Pension Plan Board
5650 Yonge Street, 3rd Floor
Toronto, Ontario M2M 4H5
Canada
(416) 228-5900
 
 
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
     
 
Copies to:
 
 
 
 
 
Alison S. Ressler, Esq.
Rita-Anne O’Neill, Esq.
Sullivan & Cromwell LLP
1888 Century Park East
Los Angeles, California 90067
(310) 712-6600
 
 
  
 
 
April 24, 2013
 
 
(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 Rule 13d-1(e), 13d-1(f) or 13d-l(g), check the following box. o
 
 
 
 
 
 
 
CUSIP NO. G79978105
   Schedule 13D  

1.
Name of Reporting Person
 
S.S. or I.R.S. Identification No. of Above Person
   
 
Ontario Teachers’ Pension Plan Board
2.
Check the Appropriate Box if a Member of a Group
 
 
 
(a)  o
 
(b)  o
3.
SEC Use Only
 
 
 
 
4.
Source of Funds (See Instructions)
 
 
 
Not Applicable
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
  Not Applicable
6.
Citizenship or Place of Organization
 
 
 
Ontario, Canada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7.
Sole Voting Power
 
 
 
0
8.
Shared Voting Power
 
 
 
0
9.
Sole Dispositive Power
 
 
 
0
10.
Shared Dispositive Power
 
 
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
 
0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
 
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
 
 
0%
14.
Type of Reporting Person
 
 
 
EP
 

2
 
 
 
 
 
CUSIP NO. G79978105
   Schedule 13D  

1.
Name of Reporting Person
 
S.S. or I.R.S. Identification No. of Above Person
   
 
2357575 Ontario Limited
2.
Check the Appropriate Box if a Member of a Group
 
 
 
(a)  o
 
(b)  o
3.
SEC Use Only
 
 
 
 
4.
Source of Funds (See Instructions)
 
 
 
Not Applicable
5.
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
 
 
  Not Applicable
6.
Citizenship or Place of Organization
 
 
 
Ontario, Canada
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
7.
Sole Voting Power
 
 
 
0
8.
Shared Voting Power
 
 
 
0
9.
Sole Dispositive Power
 
 
 
0
10.
Shared Dispositive Power
 
 
 
0
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
 
 
 
0
12.
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
 
 
 
o
13.
Percent of Class Represented by Amount in Row (11)
 
 
 
0%
14.
Type of Reporting Person
 
 
 
CO
 

3
 
 
 
 
This Amendment No. 1 (this “Amendment”) amends and supplements the Statement on Schedule 13D (the “Schedule 13D”) filed with the Securities and Exchange Commission on January 28, 2013.  The class of equity securities to which this Amendment relates is the common shares, par value US$0.01 per share (the “Common Shares”), of SeaCube Container Leasing Ltd., a Bermuda exempted company (the “Issuer”).   Capitalized terms used herein and not otherwise defined have the meanings assigned to such terms in the Schedule 13D.  All items or responses not described herein remain as previously reported in the Schedule 13D.
 
Item 3.
Source and Amount of Funds
 
Item 3 is hereby amended and supplemented by incorporating by reference into this Item 3, in their entirety, the three paragraphs of Item 4 contained in this Amendment.
 
Item 4.
Purpose of the Transaction
 
Item 4 is hereby amended and supplemented by adding the following immediately after the last paragraph thereof:
 
On April 24, 2013, pursuant to the terms of the Amalgamation Agreement, SC Acquisitionco Ltd. amalgamated with the Issuer with the Amalgamated Company continuing as a subsidiary of Parent and an indirect subsidiary of Teachers’.  In connection with the Amalgamation Agreement, each issued and outstanding Common Share (other than (i) Common Shares that were held by any shareholders who properly demanded appraisal in connection with the Amalgamation under applicable law and (ii) the Carry-Forward Share) was automatically converted into the right to receive US$23.00 per share in cash, without interest, less any applicable withholding taxes, other than any Common Shares then owned by Parent, Issuer or any of their respective wholly-owned subsidiaries, which Common Shares were automatically cancelled and ceased to exist.  The total cash amalgamation consideration indirectly paid by Parent for such Common Shares was approximately US$469,507,257.  As a result of the Amalgamation, the Reporting Persons no longer beneficially own any Common Shares.
 
In connection with the Amalgamation, the New York Stock Exchange suspended trading in the Common Shares prior to the open of trading on April 25, 2013 and filed a Form 25 with the SEC to withdraw the Common Shares from listing on the New York Stock Exchange and from registration under Section 12(b) of the Exchange Act.  The Amalgamated Company also intends to file a Form 15 with the SEC to provide notice of the suspension of its duty to file reports under Section 15(d) of the Exchange Act.
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated in its entirety to read as follows:
 
(a) and (b)
 
Neither Reporting Person and, to the knowledge of the Reporting Persons, no person named in Schedule A or Schedule B beneficially owns any Common Shares.
 
(c)
 
Except as disclosed in this Amendment, neither Reporting Person has and, to the knowledge of the Reporting Persons, no person named in Schedule A or Schedule B has effected any transactions in the class of securities reported during the past 60 days.
 
(d)
 
Not applicable.
 
(e)
 
Not applicable.
 
4
 
 
 
 
 
Item 7.
Material to be Filed as Exhibits
 
Exhibit No.
  
Description
Exhibit 1
  
Joint Filing Agreement, dated January 28, 2013, by and between Teachers’ and Parent (incorporated by reference to Exhibit 3 to the Schedule 13D filed by Teachers’ and Parent with the Securities and Exchange Commission on January 28, 2013).
 
 
 
 
 
 
 
 
 
5
 
 
 

 
SIGNATURE

 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Dated:     April 25, 2013

 
 
Ontario Teachers’ Pension Plan Board
 
 
 
 By:
/s/ Melissa Kennedy
 
 Name:
Melissa Kennedy
  Title: General Counsel, Corporate Secretary and Senior
Vice-President, Corporate Affairs
   
   
 
2357575 Ontario Limited
 
 
 
 By:
/s/ John Sheedy
 
 Name:
John Sheedy
 
 Title:
Authorized Signatory
 
 

6
 
 
 
 
SCHEDULE A
 
CERTAIN INFORMATION REGARDING THE DIRECTORS
 
AND EXECUTIVE OFFICERS OF ONTARIO TEACHERS’ PENSION PLAN BOARD
 
 
Set forth in the table below are the name, current residence or business address and current occupation or employment of each of the directors and executive officers of Ontario Teachers’ Pension Plan Board, an Ontario, Canada corporation (“Teachers’”).  Each director and officer is a citizen of Canada with the exception of Calum McNeil, Olivia Steedman and Jo Taylor, each of whom is a citizen of the United Kingdom.
 
 
Name
Residence or Business Address
Occupation or Employment
Rod Albert
(Board member)
566 Rosebank Road South
Pickering, ON  M3B 3R4
Director of Board
Patricia Anderson
(Board member)
108 Roxborough Drive
Toronto, ON  M4W 1X4
Director of Board
Hugh Mackenzie
(Board member)
418 Markham Street
Toronto, ON  M6G 2L2
Economic Consultant
Eileen Mercier
(Chairperson)
One Post Road, PH #7
Toronto, ON  M3B 3R4
President, Finvoy Management Inc.
Barbara Palk
(Board member)
4 Douglas Drive
Toronto, ON  M4W 2B3
Director of Board
Sharon Sallows
(Board member)
40 Edgar Avenue
Toronto, ON  M4W 2A9
Partner, Ryegate Capital Corporation
David W. Smith
(Board member)
37 Byrton Road
Toronto, ON  M5P 1V1
Director of Board
Dan Sullivan
(Board member)
65 Chestnut Park Road
Toronto, ON  M4W 1W7
Director of Board
Jean Turmel
(Board member)
Perseus Capital Inc.
1155 Metcalfe St., lst floor
Montreal, Quebec  H3B 5G2
President, Perseus Capital Inc.
     
Tracy Abel
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice President, Client Services
Jacqueline Beaurivage
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President and Head of Enterprise Project Management
Russ Bruch
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Senior Vice-President, Investment Operations & Chief Information Officer of Teachers’
Jason Chang
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Fixed Income of Teachers’
Andrew Claerhout
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Teachers’ Private Capital of Teachers’
James Davis
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Investment Strategy & Innovation of Teachers’
Jeff Davis
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President and Associate General Counsel of Teachers’
Kevin Duggan
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Volatility & Strategy of Teachers’
Steve Faraone
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Teachers’ Private Capital of Teachers’
 
 
 
 
 
 
 
Doug Gerhart
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Investment IT Architecture of Teachers’
Maryam Ghiai
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, IT Service Delivery of Teachers’
Carol Gordon
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Audit Services of Teachers’
Jonathan Craig Hammond
 5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice President, Enterprise Technology Services
Jonathan Hausman
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Alternative Investments of Teachers’
Ziad Hindo
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Global Opportunities of Teachers’
Dan Houle
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Investment Operations of Teachers’
Melissa Kennedy
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
General Counsel, Corporate Secretary and Sr. Vice-President, Corporate Affairs, of Teachers’
Wayne Kozun
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Senior Vice-President, Public Equities of Teachers’
Leslie Lefebvre
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Global Active Equities of Teachers’
Jim Leech
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
President and Chief Executive Officer of Teachers’
Rosemarie McClean
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Senior Vice-President, Member Services of Teachers’
David McGraw
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Senior Vice-President and Chief Financial Officer of Teachers’
Calum McNeil
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President Financial & Management Reporting of Teachers’
Marcia Mendes-d’Abreu
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Senior Vice-President Human Resources of Teachers’
Ron Mock
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Senior Vice-President, Fixed Income and Alternative Investments of Teachers’
Nicole Musicco
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice President, Funds, Teachers’ Private Capital
Jennifer Newman
 
5650 Yonge Street, 6th Floor
Toronto, ON  M2M 4H5
Vice-President, Investment Finance Operations of Teachers’
Phil Nichols
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, IT Member Services of Teachers’
Neil Petroff
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Executive Vice-President, Investments of Teachers’
Scott Picket
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Research & Risk of Teachers’
Jane Rowe
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Senior Vice-President, Teachers’ Private Capital & Infrastructure of Teachers’
William Royan
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Relationship Investing of Teachers’
Lino (Lee) Sienna
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Long-Term Equities of Teachers’
Glen Silvestri
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Teachers’ Private Capital of Teachers’
Olivia Steedman
 
5650 Yonge Street, 7th Floor
Toronto, ON  M2M 4H5
Vice-President, Infrastructure of Teachers’
Jo Taylor
 
Leconfield House
4th Floor, Curzon Street  
London, England W1J 5JA
Vice-President and Senior Representative, London Office
Michael Wissell
 
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Tactical Asset Allocation of Teachers’
 
 
 
 
George Wong
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Investment Finance Compliance, Analytics, Performance & Data Management of Teachers’
Barbara Zvan
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Senior Vice President Asset Mix & Risk & Chief Investment Risk Officer of Teachers’
 
 

 
 
 

SCHEDULE B
 
CERTAIN INFORMATION REGARDING THE DIRECTORS
 
AND EXECUTIVE OFFICERS OF 2357575 ONTARIO LIMITED
 
            Set forth in the table below are the name, current residence or business address and current occupation or employment of each of the directors and executive officers of 2357575 Ontario Limited, an Ontario, Canada corporation (“Parent”). Each director and officer is a citizen of Canada.
 
Name
Residence or Business Address
Occupation or Employment
Neil Petroff
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Executive Vice-President, Investments of Teachers’
John Sheedy
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Director, Public Equities of Teachers’
Lino (Lee) Sienna
5650 Yonge Street, 3rd Floor
Toronto, ON  M2M 4H5
Vice-President, Long-Term Equities of Teachers’