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
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
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
2
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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
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
The aggregate merger consideration was approximately
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
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) 3
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