WATFORD HOLDINGS LTD.

Common Shares, par value $0.01 per share

G94787101

WP Windstar Investments Ltd

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

(212) 878-0600

Copy to:

Mark F. Veblen

 Wachtell, Lipton, Rosen & Katz

 51 West 52nd Street

 New York, NY 10019

 (212) 403-1000

July 1, 2021

 

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Information in respect of each Warburg Pincus Reporting Person (as defined in the Original Schedule 13D (as defined below)) is given solely by such Warburg Pincus Reporting Person and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by any other Warburg Pincus Reporting Person.

This Amendment No. 1 to Schedule 13D (this “Amendment”) is being filed by each of the Warburg Pincus Reporting Persons and relates to the common shares, par value $0.01 per share (the “common shares”), of Watford Holdings Ltd., a Bermuda company limited by shares (the “Issuer”). The address of the principal executive offices of the Issuer is Waterloo House, 1st Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda. The Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2021 (the “Original Schedule 13D”, and together with this Amendment, the “Schedule 13D”) is hereby amended and supplemented by the Warburg Pincus Reporting Persons as set forth below in this Amendment. This Amendment is filed by the Warburg Pincus Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and refers only to information that has materially changed since the filing of the Original Schedule 13D. The items identified below, or the particular paragraphs of such items which are identified below, are amended as set forth below. Unless otherwise indicated, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Original Schedule 13D.

Item 3.  Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended by adding the following at the end thereof:

On July 1, 2021, the merger pursuant to the Merger Agreement was consummated. Upon consummation of the merger, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Holdco.  Holdco funded payment of the cash merger consideration due pursuant to the Merger Agreement with the proceeds of Equity Financing received from Arch Re Bermuda, the Kelso Funds and WP Windstar, whereby WP Windstar made an aggregate cash contribution of $201,140,310 and contributed to Holdco the 230,400 common shares of the Issuer owned by WP Windstar.  The source of funds for WP Windstar’s cash contribution was capital contributions, including from its limited partners, and approximately $92.5 million of borrowing under a secured revolving credit facility with a maximum availability of $4.5 billion.

As a result of the Equity Financing, Greysbridge Holdings Ltd. is no longer a subsidiary of Arch, Arch Re Bermuda owns 40% of Holdco, the Kelso Funds own 30% of Holdco and WP Windstar owns 30% of Holdco. At the effective time of the merger, the directors and officers of Merger Sub immediately prior to the effective time, including Michael S. Thompson, a member and Managing Director of WP LLC, and Nicholas C. J. Lee, Vice President of Warburg Pincus International LLC, became the directors and officers of the Issuer. The Issuer’s dividend policy with respect to its common shares will be determined by the board of directors of the Issuer. Holders of the Issuer’s preference shares are entitled to the same dividend and other relative rights, preferences, limitations and restrictions after the merger as applied to such preference shares prior to the merger. Following the effectiveness of the merger, the Issuer notified the Nasdaq Global Select Market (“Nasdaq”) of consummation of the merger and, on July 1, 2021, Nasdaq filed a Form 25 to commence delisting of the Issuer’s common shares from Nasdaq.  On July 2, 2021, the Issuer notified Nasdaq of its intent to delist the Issuer’s preference shares from Nasdaq.  Accordingly, the Warburg Pincus Reporting Persons expect that the registrations of the Issuer’s common shares and preference shares under the Exchange Act will be terminated pursuant to Section 12(g)(4) of the Exchange Act.

Item 4.  Purpose of Transaction.

The information set forth in Item 3 of this Amendment is hereby incorporated by reference into this Item 4.

The first paragraph of Item 4 is hereby amended by amending and restating it as follows:

Item 5.  Interest in Securities of the Issuer.

 

Item 5 is hereby amended by amending and restating it as follows:

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	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Director