UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 2228, 2009

ODYSSEY RE HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation) 1-16535 (Commission File Number) 52-2301683 (I.R.S. Employer Identification No.)


Delaware	1-16535	52-2301683
(State or Other	(Commission File Number)	(I.R.S. Employer
Jurisdiction of Incorporation)		Identification No.)

300 First Stamford Place
Stamford, Connecticut 06902
(Address of Principal Executive Offices) (Zip Code)

(203) 977-8000
(Registrant’s telephone number, including area code)

Not Applicable
(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))

oItem 3.01 Notice ~~Soliciting~~of ~~material~~Delisting ~~pursuant~~or Failure to ~~Rule~~Satisfy ~~14a-12~~a ~~under~~Continued ~~the~~Listing ~~Exchange~~Rule ~~Act~~or ~~(17~~Standard; ~~CFR~~Transfer ~~240~~of Listing.~~14a-12)~~

o The ~~Pre-commencement~~information ~~communications~~set ~~pursuant~~forth toin ~~Rule~~Item 3.03 ~~14d-2(b)~~is ~~under~~incorporated ~~the~~herein ~~Exchange~~by ~~Act (17 CFR 240~~reference.~~14d-2(b))~~

oItem 3.03 Material ~~Pre-commencement~~Modification ~~communications pursuant~~ to ~~Rule~~Rights ~~13e-4(c)~~of ~~under~~Security ~~the Exchange Act (17 CFR 240~~Holders.~~13e-4(c))~~

~~Item~~ Fairfax 8Financial Holdings Limited (“Fairfax”), through a wholly-owned subsidiary, has accepted for payment and paid for all of the shares of common stock (“Shares”) of Odyssey Re Holdings Corp.01 (“Odyssey Re”) validly tendered and not withdrawn in response to the previously announced tender offer for all the outstanding Shares not already owned by Fairfax and its subsidiaries (the “Tender Offer”). ~~Other~~The ~~Events~~Tender Offer expired at 12:00 midnight, New York City time, on Wednesday, October 21, 2009.

~~Pursuant~~On toOctober 28, 2009, Fairfax caused a short-form merger (the ~~terms~~“Merger”) pursuant to §253 of the General ~~previously~~Corporation ~~announced~~Law ~~offer~~of (the State of Delaware (“~~Offer~~DGCL”), bypursuant to which Fairfax Investments USA Corp. (“~~Purchaser~~Merger Sub”), a wholly-owned subsidiary of Fairfax, ~~Financial~~merged ~~Holdings~~with ~~Limited (“Fairfax”),~~and tointo ~~purchase~~Odyssey ~~all~~Re, with ofOdyssey ~~the~~Re ~~outstanding~~continuing ~~shares~~as ofthe ~~common~~surviving ~~stock,~~corporation. ~~par~~The ~~value~~Merger ~~$0.01~~was ~~per~~consummated ~~share~~in accordance (with the ~~“Shares”),~~terms of ~~Odyssey~~the ReAgreement ~~Holdings~~and ~~Corp.~~Plan ~~(the~~of ~~“Company”)~~Merger, ~~other~~dated ~~than~~as ~~Shares~~of ~~owned~~September 18, by2009, ~~Fairfax~~among Odyssey ~~and~~Re, ~~its~~Fairfax ~~subsidiaries,~~and atMerger aSub ~~price~~(the of“Merger ~~$65~~Agreement”).00 ~~per~~As ~~Share,~~a ~~net~~result toof the ~~seller~~Merger, inall ~~cash,~~of ~~without~~the ~~interest~~Shares ~~and~~held ~~less~~by ~~any~~the ~~applicable~~stockholders ~~withholding~~ of ~~taxes,~~Odyssey ~~the Offer expired at 12:00 midnight~~Re, ~~New~~other ~~York~~than ~~City time,~~Shares onheld ~~October 21,~~by ~~2009.~~ Fairfax ~~announced~~and onits ~~October 22~~subsidiaries, were ~~2009~~cancelled ~~that~~and, ~~according~~subject to ~~BNY~~appraisal ~~Mellon Shareowner~~rights ~~Services,~~under ~~the~~Delaware ~~Depositary for the Offer~~law, asconverted ofinto the ~~expiration~~right ofto receive ~~the~~$65.00 ~~Offer,~~per ashare ~~total~~in ~~of approximately 14~~cash,~~335,361~~ ~~Shares~~without ~~had~~interest ~~been~~and ~~tendered,~~subject ~~which~~to ~~includes~~any ~~approximately~~applicable ~~967,013~~withholding ~~Shares~~of ~~subject~~taxes to(the ~~guaranteed~~“Merger ~~delivery~~Consideration”). ~~The~~As ~~tendered~~a ~~Shares~~result ~~represent approximately 89%~~ of the ~~outstanding Shares~~Merger, ~~not owned by~~ Fairfax and, ~~together~~its ~~with~~subsidiaries ~~the Shares already owned by Fairfax, approximately~~own 97100% of the ~~58,450,127 outstanding~~ Shares.

~~Fairfax~~Pursuant ~~has~~to ~~announced~~the ~~that~~terms itof ~~has~~the ~~accepted~~Merger ~~for~~Agreement, ~~payment~~at ~~all~~the ~~Shares~~effective ~~that~~time ~~were~~of ~~validly~~the ~~tendered~~Merger, holders of inShares immediately prior to the ~~Offer,~~effective time of the Merger (other than Fairfax and ~~that~~its subsidiaries) ~~payment~~ceased ~~for~~to ~~such~~have ~~Shares~~any ~~will~~rights beas ~~made~~stockholders ~~promptly~~of inOdyssey ~~accordance~~Re, ~~with~~other than their right to receive the ~~terms~~Merger Consideration, or, in the case of holders of Shares who have properly exercised and not withdrawn their appraisal rights, their rights pursuant to §262 of the ~~Offer~~DGCL.

~~The~~As ~~number~~a result of ~~Shares~~the ~~tendered~~Merger, ~~pursuant~~the toNew ~~the~~York ~~Offer~~Stock ~~satisfies~~Exchange ~~the~~(“NYSE”) ~~non-waivable~~suspended ~~condition~~trading ~~that~~in the ~~there~~Shares beprior ~~validly~~to ~~tendered~~the ~~and~~open ~~not~~of ~~withdrawn~~trading aon ~~number~~October 29, of2009 ~~Shares~~and ~~that~~filed ~~constitute~~a atForm 25 ~~least~~with athe ~~majority~~Securities and ofExchange Commission (the ~~outstanding~~“SEC”) to withdraw the Shares asfrom oflisting on the ~~date~~NYSE and from registration under Section 12(b) of the ~~Shares~~Securities ~~are~~Exchange ~~accepted~~Act ~~for~~of ~~payment~~1934, ~~pursuant~~as toamended (the ~~Offer~~“Exchange ~~(excluding~~Act”). ~~the~~On ~~Shares~~October 29, ~~beneficially~~2009, ~~owned~~Odyssey byRe ~~Fairfax~~filed ~~and~~a ~~its~~Form 15 ~~subsidiaries,~~with ~~and~~ the ~~directors~~SEC ~~and executive~~to ~~officers~~terminate registration of the ~~Fairfax,~~Shares ~~Purchaser~~under Sections 12(g) and 15(d) of the ~~Company)~~Exchange Act.

~~Fairfax~~As ~~has~~each ~~further confirmed that, pursuant to the requirements~~ of ~~the~~Odyssey ~~merger~~Re’s ~~agreement entered~~8.125% ~~into~~Series A ~~between~~Preferred ~~the~~Stock ~~Company, Fairfax~~ and ~~Purchaser~~Floating ~~dated~~Rate ~~September~~Series ~~18,~~B ~~2009, after it~~Preferred ~~completes~~Stock ~~its~~remains ~~purchase~~listed ofon the ~~tendered~~NYSE ~~Shares,~~and itregistered ~~will cause a short-form merger~~ under ~~Delaware~~Section ~~law pursuant~~12(b) ~~to which Fairfax will become the owner~~ of ~~100% of~~ the ~~common~~Exchange ~~stock of the Company. In the merger~~Act, ~~all~~Odyssey ~~Shares held by the remaining stockholders of the Company (other than Shares owned by~~Re ~~Fairfax and its subsidiaries)~~ will becontinue ~~cancelled and, subject~~ to ~~appraisal~~file ~~rights,~~reports ~~converted~~with ~~into~~ the ~~right~~SEC, ~~to receive $65.00 per Share in cash. Fairfax has announced that it expects the merger to be completed within the next several business days or~~ as ~~soon as is practicable thereafter~~required. ~~Following the effective time of the merger, it is expected that the Shares will cease to be traded on the New York Stock Exchange.~~

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, V. Prem Watsa, the sole director of Merger Sub, became the sole director of Odyssey Re, and the directors of Odyssey Re prior to the effective time of the Merger, other than Mr. Watsa, ceased to be directors of Odyssey Re. Immediately following the Merger, Andrew A. Barnard, James F. Dowd, Anthony F. Griffiths, Alan D. Horn, Patrick W. Kenny and Brandon W. Sweitzer, each of whom was a director of Odyssey Re prior to the effective time of the Merger, were elected to serve with Mr. Watsa as directors of Odyssey Re. The officers of Odyssey Re immediately prior to the Merger remained the officers of Odyssey Re after the Merger.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 22, 2009	ODYSSEY RE HOLDINGS CORP. (Registrant)
	By:	/s/ Donald L. Smith
		Name:	Donald L. Smith
		Title:	Senior Vice President, General Counsel and Corporate Secretary

Date: October 30, 2009


ODYSSEY RE HOLDINGS CORP. (Registrant)
By:	/s/ Donald L. Smith
	Name:	Donald L. Smith
	Title:	Senior Vice President, General Counsel and Corporate Secretary

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