Item 1.02 Termination of a Material Definitive Agreement.
On July 1, 2021, the Company and Watford Re Ltd. ("Watford Re") delivered to HPS
Investment Partners, LLC ("HPS") notice of the occurrence of a "Company
Termination Event" as defined in Section 14(b)(v) of the Second Amended and
Restated Investment Management Agreement (the "IMA"), dated as of April 30, 2018
and effective as of January 1, 2018, by and among the Company, Watford Re, HPS
and Arch Underwriters Ltd. The notice stated that Watford Re was exercising its
option, in accordance with Section 14(d) of the IMA, to terminate the IMA
effective as of July 1, 2021 (the "Termination Date"), and that, as of the
Termination Date, each of the separate investment management agreements by and
among HPS and the Company's subsidiaries Watford Insurance Company Europe
Limited, Watford Insurance Company, Watford Specialty Insurance Company and
Watford Asset Trust I, was also terminated. Under the terminated agreements HPS
acted as the investment manager with respect to the non-investment grade
investment portfolios of the Company and its subsidiaries which represented
approximately 69% of the Company's total investments as of December 31, 2020.
The terminated agreements were filed as Exhibits 10.9, 10.10, 10.11, 10.12 and
10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2020. The Company and HPS have initiated discussions on a new set
of investment management agreements. No assurances can be made that any such new
investment management agreements will be entered into with HPS.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.
At the Effective Time, each of Walter Harris, Deborah DeCotis, Elizabeth Gile,
Jonathan Levy, Garth Lorimer Turner and Thomas Miller resigned from the board of
directors of the Company. The decision of each of the departing directors to
resign was not the result of any disagreement with the Company and was solely as
a result of the Merger.
Pursuant to the Merger Agreement, upon the closing of the Merger, the directors
of Merger Sub (Chris Collins, Steve Dutton, Jerome Halgan, Nicholas Lee, Nicolas
Papadopoulo, Maamoun Rajeh, and Michael Thompson) immediately prior to the
Effective Time became the directors of the Company as of immediately following
the Merger. Messrs. Papadopoulo and Rajeh were directors of the Company
immediately prior to the Effective Time. Messrs. Collins and Dutton were
appointed as directors by certain investment funds managed by Kelso & Company;
Messrs. Lee and Thompson were appointed as directors by certain investment funds
managed by Warburg Pincus LLC; and Messrs. Halgan, Papadopoulo and Rajeh were
appointed as directors by Arch Reinsurance Ltd.
Pursuant to the Merger Agreement, upon the closing of the Merger, the officers
of Merger Sub (Jonathan Levy, Chief Executive Officer, and Elizabeth Cunningham,
Chief Risk Officer) immediately prior to the Effective Time became the officers
of the Company as of immediately following the Merger. In addition, the board of
directors of the Company subsequently reappointed Robert Hawley as Chief
Financial Officer effective as of July 1, 2021. Laurence Richardson no longer
has the title Chief Operating Officer. Information about Mr. Levy, Mr. Hawley
and Ms. Cunningham is contained in the Company's Annual Report on Form 10K/A
filed with the SEC on April 29, 2021, which information is incorporated herein
by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note of this Current Report on
Form 8-K is incorporated herein by reference.
2
--------------------------------------------------------------------------------
On July 1, 2021, following consummation of the Merger, the bye-laws of the
Company were amended and restated in their entirety. A copy of the amended and
restated bye-laws of the Company is filed herewith as Exhibit 3.3 and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Exhibit Description
3.3 Amended and Restated Bye-laws of Watford Holdings Ltd.
104 Cover Page Interactive Data File (formatted as Inline XBRL document).
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
WATFORD HOLDINGS LTD. 
