Going private transaction by certain issuers



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SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


SCHEDULE 13E‑3


(Amendment No. 4 )








RULE 13E‑3 TRANSACTION STATEMENT


UNDER SECTION 13(E) OF


THE SECURITIES EXCHANGE ACT OF 1934






WATFORD HOLDINGS LTD.


(Name of the Issuer)






Watford Holdings Ltd.


Arch Capital Group Ltd.


Arch Reinsurance Ltd.


Gulf Reinsurance Limited


Greysbridge Holdings Ltd.


Greysbridge Ltd.


Nicolas Papadopoulo


Maamoun Rajeh


Kelso Investment Associates X, L.P.


KEP X, LLC


KSN Fund X, L.P.


Warburg Pincus (Callisto) Global Growth (Cayman), L.P.


Warburg Pincus (Europa) Global Growth (Cayman), L.P.


Warburg Pincus Global Growth-B (Cayman), L.P.


Warburg Pincus Global Growth-E (Cayman), L.P.


Warburg Pincus Global Growth Partners (Cayman), L.P.


WP Global Growth Partners (Cayman), L.P.


Warburg Pincus Financial Sector (Cayman), L.P.


Warburg Pincus Financial Sector-D (Cayman), L.P.


Warburg Pincus Financial Sector Partners (Cayman), L.P.


WP Windstar Investments Ltd


(Names of Person(s) Filing Statement)






Common Shares, $0.01 Par Value Per Share


(Title of Class of Securities)






G94787 101


(CUSIP Number of Class of Securities)












Watford Holdings Ltd.


Waterloo House, 1

st

Floor


100 Pitts Bay Road, Pembroke HM 08


Bermuda


Attention:  Robert L. Hawley




Telephone:  +1 441 278-3455



Arch Capital Group Ltd.


Waterloo House, Ground


Floor


100 Pitts Bay Road, Pembroke HM 08


Bermuda


Attention:  Louis Petrillo


Telephone:  +1 441 278-9250







(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices


and Communications on Behalf of the Persons Filing Statement)






With copies to:








Gary D. Boss, Esq.


John A. Healy, Esq.


Clifford Chance US LLP


31 West 52nd Street


New York, New York 10019


Telephone:  (212) 878‑8000



Kimberly Petillo-Décossard, Esq.


Cahill Gordon & Reindel LLP


32 Old Slip


New York, New York 10005


Telephone:  (212) 701‑3000







This statement is filed in connection with (check the appropriate box):











a.


☒ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e‑3(c) under the Securities Exchange Act of 1934.












b.


☐ The filing of a registration statement under the Securities Act of 1933.












c.


☐ A tender offer.












d.


☐ None of the above.







Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐






Check the following box if the filing is a final amendment reporting the results of the transaction:   ☐






Calculation of Filing Fee












Transaction valuation*



Amount of filing fee**



$612,311,140.00



$66,803.15












*


For purposes of calculating the filing fee only, the transaction value was determined based upon the sum of:  (1) 17,386,979 common shares issued and outstanding that are subject to the transaction (which is the difference between the
19,886,979 common shares that are issued and outstanding and the 2,500,000 common shares that are beneficially owned by Arch Capital Group Ltd. and/or its subsidiaries) multiplied by $35.00 per share; (2) 23,370 common shares issuable upon
the vesting or settlement of outstanding restricted share units (“RSUs”) subject to performance metrics (assuming the achievement of the applicable performance metrics at the target level of performance) multiplied by $35.00 per share; and
(3) 84,255 common shares issuable upon the vesting or settlement of outstanding RSUs not subject to performance metrics multiplied by $35.00 per share.












**


The filing fee was calculated in accordance with Rule 0‑11 under the Securities and Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0001091.















Check box if any part of the fee is offset as provided by Rule 0‑11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous
filing by registration statement number, or the Form or Schedule and date of its filing.





















Amount Previously Paid:  $66,803.15



Filing Party:  Watford Holdings Ltd.



Form or Registration No.:  Schedule 14A



Date Filed:  January 4, 2021







NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E‑3.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.












Introduction






This Amendment No. 4 (this “Amendment”) amends and supplements th e Amendment No. 3 to the Rule 13E‑3 Transaction Statement on Schedule 13E‑3, together with the exhibits hereto ( the “Transaction
Statement”) filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on February 22, 2021 by:  (i) Watford Holdings Ltd., a Bermuda
exempted company (the “Company”), (ii) Arch Capital Group Ltd. (“Arch”),  Arch Reinsurance Ltd. (“ARL”), Gulf Reinsurance Limited., Greysbridge Holdings Ltd. (“Holdco”),  Greysbridge Ltd., Nicolas Papadopoulo and Maamoun Rajeh (collectively, the
“Arch Filing Persons”), (iii) Kelso Investment Associates X, L.P., KEP X, LLC, and KSN Fund X, L.P. (collectively, the “Kelso Filing Persons”), and (iv) Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth
(Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., WP Global Growth Partners (Cayman), L.P., Warburg Pincus Financial Sector (Cayman),
L.P., Warburg Pincus Financial Sector-D (Cayman), L.P., Warburg Pincus Financial Sector Partners (Cayman), L.P. (collectively, the “Warburg Pincus Entities”) and WP Windstar Investments Ltd (together with the Warburg Pincus Entities, the “Warburg
Pincus Filing Persons”). The Arch Filing Persons, Kelso Filing Persons and Warburg Pincus Filing Persons, collectively, are referred to herein as the “Purchaser Filing Persons”.  The Company and the Purchaser Filing Persons, collectively, are
referred to herein as the “Filing Persons”.






The Transaction Statement relates to the Agreement and Plan of Merger, dated as of October 9, 2020 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated November 2, 2020, and as it may be
further amended from time to time, the “Merger Agreement”), and the related Statutory Merger Agreement (the “Statutory Merger Agreement”) by and among Arch, Merger Sub and the Company. Arch has assigned its rights under the Merger Agreement to
Holdco, however, as provided in the Merger Agreement, Arch remains contractually responsible for the performance of its obligations under the Merger Agreement.  Holdco has obtained equity commitments as follows: (i) the Kelso Filing Persons have
committed to make an aggregate cash contribution of up to the amount of $201,936,000, and to contribute to Holdco the 230,400 common shares of Watford owned by affiliates of Kelso, (ii) the Warburg Pincus Entities have committed to make an aggregate
cash contribution of up to the amount of $201,936,000, and to contribute to Holdco the 230,400 common shares of Watford owned by WP Windstar, and (iii) ARL has committed to make a cash contribution of up to the amount of $208,628,000, and to
contribute to Holdco the 2,039,200 common shares of Watford owned by ARL (the foregoing, collectively, being referred to herein as the “Equity Financing”). Upon consummation of the Equity Financing, ARL will own 40% of Holdco, the Kelso Filing
Persons will own 30% of Holdco, and the Warburg Pincus Filing Persons will own 30% of Holdco. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Transaction Statement.








Pursuant to the Merger Agreement and the Statutory Merger Agreement, if the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company with the Company
being the surviving company in the merger (the “merger”).  Upon completion of the merger, (i) each of the common shares of the Company, par value $0.01 per share (“common share”), that is issued and outstanding at the effective time of the merger
(other than (x) shares to be canceled pursuant to the Merger Agreement and (y) restricted share units (“RSUs”) to be canceled and exchanged pursuant to the Merger Agreement) will be canceled and converted into the right to receive $35.00, in cash,
without interest and less any required withholding taxes (the “Merger Consideration”) and (ii) each of the 8½% Cumulative Redeemable Preference Share of the Company, $0.01 par value per preference share (the “preference shares”), then outstanding
will continue as a preference share of the surviving company and will be entitled to the same dividend and other relative rights, preferences, limitations and restrictions as currently apply to the preference shares.  Upon completion of the merger,
the current holders of Watford common shares (other than ARL) will cease to have any ownership interest in the common shares of the Company and all of the surviving company’s common shares will be owned by Holdco.








All information concerning the Company contained in, or incorporated by reference into, this Amendment was supplied by the Company.  No Filing Person, including the Company, is responsible for the accuracy of any
information supplied by any other Filing Person.




The Item below is amended and supplemented as described below.









Item 13. Financial Statements





Item 13 is hereby supplemented and amended by incorporating by reference the audited financial statements included in Item 8 of the Company’s Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2020 filed with the SEC on February 26,
2021.











SIGNATURES






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






Dated as of March 29 , 2021































WATFORD HOLDINGS LTD.




By:


/s/ Jonathan D. Levy






Name:


Jonathan D. Levy








Title:


Chief Executive Officer















































































































































































































ARCH CAPITAL GROUP LTD.






By:



/s/ Maamoun Rajeh





Name:



Maamoun Rajeh





Title:



Authorized Signatory








ARCH REINSURANCE LTD.






By:



/s/ Maamoun Rajeh





Name:



Maamoun Rajeh





Title:



Authorized Signatory








GULF REINSURANCE LIMITED






By:



/s/ Roderick Romeo





Name:



Roderick Romeo





Title:



Authorized Signatory








GREYSBRIDGE HOLDINGS LTD.






By:



/s/ Pierre Jal





Name:



Pierre Jal





Title:



Authorized Signatory








GREYSBRIDGE LTD.






By:



/s/ Pierre Jal





Name:



Pierre Jal





Title:



Authorized Signatory








Nicolas Papadopoulo






By:



/s/ Nicolas Papadopoulo








Maamoun Rajeh






By:



/s/Maamoun Rajeh












































WARBURG PINCUS (CALLISTO) GLOBAL GROWTH (CAYMAN), L.P.




By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner




By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner




By: Warburg Pincus Partners II (Cayman), L.P., its managing member




By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner






By:


/s/ David Sreter






Name:



David Sreter





Title:



Authorised Signatory







































WARBURG PINCUS (EUROPA) GLOBAL GROWTH (CAYMAN), L.P.




By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner




By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner




By: Warburg Pincus Partners II (Cayman), L.P., its managing member




By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner






By:


/s/ David Sreter






Name:



David Sreter





Title:



Authorised Signatory







































WARBURG PINCUS GLOBAL GROWTH-B (CAYMAN), L.P.




By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner




By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner




By: Warburg Pincus Partners II (Cayman), L.P., its managing member




By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner






By:


/s/ David Sreter






Name:



David Sreter





Title:



Authorised Signatory









































WARBURG PINCUS GLOBAL GROWTH-E (CAYMAN), L.P.




By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner




By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner




By: Warburg Pincus Partners II (Cayman), L.P., its managing member




By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner






By:


/s/ David Sreter






Name:



David Sreter





Title:



Authorised Signatory







































WARBURG PINCUS GLOBAL GROWTH PARTNERS (CAYMAN), L.P.




By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner




By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner




By: Warburg Pincus Partners II (Cayman), L.P., its managing member




By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner






By:


/s/ David Sreter






Name:



David Sreter





Title:



Authorised Signatory







































WP GLOBAL GROWTH PARTNERS (CAYMAN), L.P.




By: Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner




By: Warburg Pincus (Cayman) Global Growth GP LLC, its general partner




By: Warburg Pincus Partners II (Cayman), L.P., its managing member




By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner






By:


/s/ David Sreter






Name:



David Sreter





Title:



Authorised Signatory













































WARBURG PINCUS FINANCIAL SECTOR (CAYMAN), L.P.




By: Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner




By: Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner




By: Warburg Pincus Partners II (Cayman), L.P., its managing member




By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner






By:


/s/ David Sreter






Name:



David Sreter





Title:



Authorised Signatory







































WARBURG PINCUS FINANCIAL SECTOR-D (CAYMAN), L.P.




By: Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner




By: Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner




By: Warburg Pincus Partners II (Cayman), L.P., its managing member




By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner






By:


/s/ David Sreter






Name:



David Sreter





Title:



Authorised Signatory





































WARBURG PINCUS FINANCIAL SECTOR PARTNERS (CAYMAN), L.P.




By: Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner




By: Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner




By: Warburg Pincus Partners II (Cayman), L.P., its managing member




By: Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner






By:


/s/ David Sreter






Name:



David Sreter





Title:



Authorised Signatory



































WP WINDSTAR INVESTMENTS LTD






By:


/s/  David Sreter






Name:



David Sreter





Title:



Director


































































































































KELSO INVESTMENT ASSOCIATES X. L.P.



By: Kelso GP X, L.P., its general partner




By: Kelso GP X, LLC, its general partner






By:


/s/ William Woo






Name:


William Woo






Title:


Managing Member








KEP X, LLC








By:



/s/ William Woo





Name:



William Woo





Title:



Managing Member








KSN FUND X, L.P.








By: Kelso GP X, L.P., its general partner




By: Kelso GP X, LLC, its general partner








By:



/s/ William Woo





Name:



William Woo





Title:



Managing Member


















The above information was disclosed in a filing to the SEC. To see the filing, click here.

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