Arch Capital Group Ltd. (NasdaqGS:ACGL), Warburg Pincus LLC and Kelso & Company, L.P. entered into a definitive agreement to acquire remaining 87.4% stake in Watford Holdings Ltd. (NasdaqGS:WTRE) from Enstar Group Limited (NasdaqGS:ESGR) and others for approximately $540 million on October 9, 2020. Under the terms of the transaction, Arch Capital Group Ltd. will acquire all the common shares of Watford for $31.10 per share in cash. On November 2, 2020, Arch entered into Amendment No. 1 agreement to acquire all the common shares of Watford for $35 per share in cash. Watford's 8.5% cumulative redeemable preference shares will remain outstanding and will be entitled to the same dividend and other rights and preferences as are now provided to the preference shares. The transaction will be funded through cash from Arch's balance sheet. As of March 29, 2021, equity commitments have been made as follows: (i) the Kelso Filing Persons have committed to make an aggregate cash contribution of up to the amount of $201.9 million and 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 $201.9 million and 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 $208.6 million and 2.04 million common shares of Watford owned by ARL. Following closing, Watford will continue to operate as a standalone business and remain consolidated within Arch's financials. Post completion, Arch will assign its interests and obligations under the merger agreement to a newly formed entity of which Arch will own approximately 40%, and funds managed by Warburg Pincus LLC and Kelso & Company will each own approximately 30%. In case of termination, Watford Holdings will pay a termination fee of $18.66 million. As per November 2, 2020, amendment Watford will pay a termination fee of $28.1 million.

The agreement requires approval by holders of the majority of Watford's outstanding shares, regulatory approval and the expiration or early termination of the waiting period applicable to the consummation of the merger under the Hart-Scott-Rodino Antitrust Improvements Act. Consummation of the merger is subject to obtaining required regulatory approvals from the U.S. Federal Trade Commission, the European Commission, the Turkish Competition Authority, the Bermuda Monetary Authority, the New Jersey Department of Banking and Insurance, the California Department of Insurance and the Financial Services Commission of Gibralta. The independent members of Watford's Board of Directors have unanimously approved the agreement and recommended that Watford's shareholders vote in favor of the transaction. As of October 13, 2020, Capital Returns reiterated his opposition to decisions taken by Watford Re s board and criticized the takeover. Arch, which currently owns approximately 12.6% of Watford's outstanding shares, has committed to vote in favor of the transaction. As of October 13, 2020, Capital Returns reiterated his opposition to decisions taken by Watford Re s board and criticized the takeover. As of November 18, 2020, FTC granted early termination for the transaction. As of April 27, 2021, shareholder approval has been obtained. Closing is expected to occur in the first quarter of 2021. As of April 27, 2021, the transaction is expected to close in the second quarter of 2021.

Goldman Sachs is acting as financial advisor and Glenn J. Waldrip, Ross Sturman, John J. Schuster, Thorn Rosenthal, Lauren Rackow, Kimberly C. Petillo-Décossard, Elai Katz, Craig M. Horowitz, Mark J. Gelman of Cahill Gordon & Reindel LLP is serving as legal advisor to Arch. Morgan Stanley is acting as financial advisor to Watford and Arch Capital Group Ltd., and Clifford Chance US LLP is serving as Watford's legal advisor. Guggenheim Partners Advisory Company acted as financial advisor to Arch Capital Group Ltd. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to Warburg Pincus LLC and a team led by Michael Diz, including Michael D. Devins, J. Michael Snypes, Jr. and Michael Bolotin of Debevoise & Plimpton LLP is serving as legal advisor to Kelso & Company, L.P. Stephen M. Kotran of Sullivan and Cromwell LLP acted as a legal advisor to The Goldman Sachs Group, Inc. (NYSE:GS). D.F. King Ltd acted as proxy solicitor to Watford Holdings Ltd and Watford Holdings Ltd. will pay fees of $0.09 million. Watford has agreed to pay Morgan Stanley a fee of approximately $7 million for its services, $4.5 million of which is contingent upon the closing of the merger and $2.5 million of which was payable upon rendering its opinion.

Arch Capital Group Ltd. (NasdaqGS:ACGL), Warburg Pincus LLC and Kelso & Company, L.P. completed the acquisition of remaining 87.4% stake in Watford Holdings Ltd. (NasdaqGS:WTRE) from Enstar Group Limited (NasdaqGS:ESGR) and others on July 1, 2021.