Annual report [Section 13 and 15(d), not S-K Item 405]



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2021-04-29


















UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549




















FORM

10-K/A





(Amendment No. 1)









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









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




















For the Fiscal Year Ending


December 31

, 2020

Commission file number:

001-38788






wtre-20201231_g1.jpg




Watford Holdings Ltd.





(Exact Name of Registrant as Specified in its Charter)






































Bermuda








98-1155442






(State or other jurisdiction


of incorporation or organization)






(I.R.S. Employer Identification Number)










































































Waterloo House, 1


st


Floor










(441)







278-3455






100 Pitts Bay Road,





Pembroke





HM 08,





Bermuda






(Registrant’s telephone number, including area code)




(Address of principal executive offices)






















Securities registered pursuant to Section 12(b) of the Act:



























































Title of each class




Trading Symbol(s)




Name of each exchange on which registered




Common Shares






WTRE






Nasdaq Global Select Market





8½% Cumulative Redeemable Preference Shares






WTREP






Nasdaq Global Select Market






Securities registered pursuant to Section 12(g) of the Act:


None




















Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐

No






Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐

No






Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒ No ☐




Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒ No ☐




Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.









































































Large accelerated filer ☐





Accelerated filer









Non-accelerated filer







Smaller reporting company










Emerging growth company












If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.







Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.







Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes



No ☒




The aggregate market value of the voting and non-voting equity held by non-affiliates, computed by reference to the closing price as reported by the Nasdaq Global Select Market as of the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $

282.9

million.




As of April 29, 2021, there were

19,924,220

of the registrant’s common shares outstanding.






























DOCUMENTS INCORPORATED BY REFERENCE




None



























































































































Watford Holdings Ltd.





Index to Amended Form 10-K







Page
















Item 10.







Item 11.







Item 12.







Item 13.







Item 14.














Item 15.




Exhibits














1


















Explanatory note





On February 26, 2021, the Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “Original Form 10-K”) with the U.S. Securities and Exchange Commission (the “SEC”). The Company is filing this Amendment No. 1 on Form 10-K/A (the “Form 10-K/A”) because it does not expect to file a proxy statement for its 2020 Annual General Meeting of Shareholders. This Form 10-K/A amends and restates in its entirety Part III, Items 10 through 14 of the Original Form 10-K, to include information previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K. In this Form 10-K/A, unless the context indicates otherwise, the designations “Watford,” the “Company,” “we,” “us” or “our” refer to Watford Holdings Ltd. and its subsidiaries.





As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), certifications by the Company’s principal executive officer and principal financial officer are filed as exhibits to this Form 10-K/A under Item 15 of Part IV hereof. We are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are being filed with this Form 10-K/A.




Except as described above, this Form 10-K/A does not modify or update disclosures in, or exhibits to, the Original Form 10-K. Information not affected by this Form 10-K/A remains unchanged and reflects the disclosures made at the time the Original Form 10-K was filed. This Form 10-K/A does not reflect subsequent events occurring after the filing date of the Original Form 10-K, or modify or update in any way disclosures made in the Original Form 10-K. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and our other filings with the SEC.


















2


















Part III.






Item 10. Directors, executive officers and corporate governance




Board of Directors




The Company’s business and affairs are managed under the direction of the Board of Directors, which is the Company’s ultimate decision-making


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

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