Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and under Items 3.03 and 5.01 of this Current Report on Form 8-K is incorporated herein by reference.

At the Effective Time, (a) each issued and outstanding common share, par value $0.01 per share (the "Common Shares"), of the Company (other than (i) shares canceled pursuant to the Merger Agreement and (ii) restricted share units canceled and exchanged pursuant to the Merger Agreement (as described below)) was converted into the right to receive $35.00 per Common Share in cash, without interest and less any required withholding taxes (the "Merger Consideration") and (b) each issued and outstanding 8½% Cumulative Redeemable Preference Share of the Company (the "Preference Shares") remained outstanding as a preference share of the surviving company, with the same dividend and other relative rights, preferences, limitations and restrictions as were provided to the Preference Shares prior to the Effective Time.

Effective as of immediately prior to the Effective Time, (i) each outstanding restricted share unit under the Company's 2018 Stock Incentive Plan (the "Plan") that was subject to performance metrics became fully vested assuming the achievement of the applicable performance metrics at the target level of performance and was canceled in exchange for the right of the holder thereof to receive a single lump sum cash payment, without interest, equal to (A) the Merger Consideration, less (B) any applicable withholding for taxes; and (ii) each outstanding restricted share unit under the Plan that was not subject to performance metrics became fully vested and was canceled in exchange for the right of the holder thereof to receive a single lump sum cash payment, without interest, equal to (A) the Merger Consideration, less (B) any applicable withholding for taxes.

The foregoing description of the Merger Agreement and the related transactions, including the Merger, does not purport to be complete and is subject to and qualified in its entirety by reference to the Original Merger Agreement and the Amendment, copies of which were filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on October 13, 2020 and Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on November 2, 2020, respectively, and the terms of which are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. The information set forth in the Introductory Note and Items 2.01 and 8.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the closing of the Merger, the Company notified the Nasdaq Global Select Market ("Nasdaq") that at the Effective Time, each outstanding Common Share was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01. The Company requested that Nasdaq halt trading of the Common Shares effective on July 1, 2021. The Company also requested that Nasdaq file a Form 25 with the SEC to remove the Common Shares from listing on Nasdaq and to deregister the Common Shares pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the Common Shares under Section 12(g) of the Exchange Act and the suspension of the


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Company's reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Common Shares.

In addition, on July 2, 2021, the Company notified Nasdaq that the Company intends to voluntarily delist the Preference Shares and file with the SEC (i) a Form 25 to remove the Preference Shares from listing on Nasdaq and to deregister the Preference Shares pursuant to Section 12(b) of the Exchange Act, and (ii) a certification on Form 15 under the Exchange Act, requesting the deregistration of the Preference Shares under Section 12(g) of the Exchange Act and the suspension of the Company's reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the Preference Shares.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

In connection with the completion of the Merger and at the Effective Time, holders of Common Shares immediately prior to such time ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration or perfect their appraisal rights, if applicable) and accordingly, no longer have any interest in the Company's future earnings or growth.

Item 5.01 Changes in Control of Registrant.

On July 1, 2021, upon consummation of the Merger, a change in control of the Company occurred and the Company became a wholly-owned subsidiary of Holdco. The information set forth in the Introductory Note and Items 2.01 and 3.01 of this Current Report on Form 8-K is incorporated herein by reference.

The aggregate merger consideration was approximately $610 million. Holdco obtained the funds necessary to fund the acquisition through equity financing from a subsidiary of Arch, certain investment funds managed by Kelso and certain investment funds managed by Warburg Pincus.

The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

On July 2, 2021, the Company issued a press release announcing its intent to delist the Preference Shares. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in its entirety herein.

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.


   Exhibit
   Number           Exhibit Description
     2.1              Agreement and Plan of Merger, dated October 9, 2020, by and among Watford
                    Holdings Ltd.,     Arch Capital Group Ltd.     and     Greysbridge Ltd.
                      (incorporated by reference to Exhibit 2.1 to the Company's Current Report on
                    Form 8-K filed on October 13, 2020).
     2.2              Amendment No. 1, dated November 2, 2020, by and among Watford Holdings Ltd.,
                    Arch Capital Group Ltd. and Greysbridge Ltd., to the Agreement and Plan of
                    Merger, dated as of October 9, 2020 (incorporated by reference to Exhibit 2.1 to
                    the Company's Current Report on Form 8-K filed on November 2, 2020)    .
    99.1              Press Release, dated July 2, 2021, issued by Watford Holdings Ltd.
     104            Cover Page Interactive Data File (embedded within the Inline XBRL document)


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