The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. G94787101
1
|
NAME OF REPORTING PERSON
Kelso Investment Associates X, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
shares
|
8
|
SHARED VOTING POWER
0
shares
|
9
|
SOLE DISPOSITIVE POWER
0
shares
|
10
|
SHARED DISPOSITIVE POWER
0
shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. G94787101
1
|
NAME OF REPORTING PERSON
KEP X, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
x
(b)
¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
shares
|
8
|
SHARED VOTING POWER
0
shares
|
9
|
SOLE DISPOSITIVE POWER
0
shares
|
10
|
SHARED DISPOSITIVE POWER
0
shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company)
|
CUSIP No. G94787101
1
|
NAME OF REPORTING PERSON
KSN Fund X, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
0 shares
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
0 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. G94787101
1
|
NAME OF REPORTING PERSON
Kelso GP X, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
0 shares
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
0 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No. G94787101
1
|
NAME OF REPORTING PERSON
Kelso GP X, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) x
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
¨
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0 shares
|
8
|
SHARED VOTING POWER
0 shares
|
9
|
SOLE DISPOSITIVE POWER
0 shares
|
10
|
SHARED DISPOSITIVE POWER
0 shares
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
¨
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company)
|
Amendment No. 1 to Schedule
13D
This amendment to Schedule 13D is being filed by
each of the Reporting Persons (as defined below) and relates to the common shares, par value $0.01 per share (the “common shares”),
of Watford Holdings Ltd., 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 (the “Schedule”)
filed with the SEC on February 26, 2021 is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment
No. 1. This amendment is filed by the Reporting Persons in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended,
and refers only to information that has materially changed since the filing of the 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 Schedule.
Item 2.
|
Identity and Background
|
(a)-(c) This statement is filed jointly by Kelso
Investment Associates X, L.P., a Delaware limited partnership (“KIA”), KEP X, LLC, a Delaware limited liability company (“KEP”),
KSN Fund X, L.P., a Delaware limited partnership (“KSN”), Kelso GP X, L.P., a Delaware limited partnership (“Kelso LP”),
and Kelso GP X, LLC, a Delaware limited liability company (“Kelso GP”) (the “Reporting Persons” and each, a “Reporting
Person”) with respect to the common shares of the Issuer directly owned KIA, KEP and KSN (together, the “Kelso Funds”).
Kelso LP is the general partner of each of KIA and KSN, and Kelso GP is the general partner of Kelso LP. The address of the principal
office of each of the Reporting Persons is 320 Park Avenue, 24th Floor, New York, NY 10022.
The agreement among the Reporting Persons relating
to the joint filing of this statement is filed as Exhibit 99.7 hereto.
Please see Annex A for information regarding the
directors and executive officers of Kelso GP and KEP.
(d) None
of the Reporting Persons, or to the knowledge of the Reporting Persons, any person listed on Annex A hereto, has, during the last five
years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None
of the Reporting Persons, or to the knowledge of the Reporting Persons, any person listed on Annex A hereto, has, during the last five
years been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
(f)
Except as otherwise indicated on Schedule A, each of the individuals referred to on Annex
A is a citizen of the United States of America.
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 the Kelso Funds made an aggregate cash contribution of $201,140,310 and contributed to Holdco the 230,400 common shares of the
Issuer owned by the Kelso Funds. The source of funds for the Kelso Funds’ cash contribution was capital contributions from
their respective limited partners.
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 Christopher L. Collins, Vice President and Assistant Treasurer of KEP and Kelso GP, and Stephen C. Dutton, Vice President and
Assistant Treasurer of KEP and Kelso GP, 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 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.
Item4.
|
Purpose of Transaction
|
The information set forth in Item 3 is hereby incorporated
by reference into this Item 4.
The first paragraph of Item 5 of hereby amended by amending and restating
it as follows:
The purpose of the merger was to enable Holdco
to acquire all of the common shares of the Issuer so that Holdco can operate the Issuer as a privately held company while retaining access
to the Issuer’s underwriting platform and its licenses in Bermuda, the United States and Europe.
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 is hereby amended by amending and restating it as follows:
(a) and (b) As of the date hereof, none of the Reporting
Persons owns any common shares of the Issuer and none of the directors or executive officers of the Reporting Persons owns any common
shares of the Issuer.
The following table sets forth the beneficial ownership of common shares of the Issuer as of the date hereof by certain persons that may,
together with the Reporting Persons, be deemed to comprise a group within the meaning of Section 13(d)(3) of the Exchange Act. Each of
the Reporting Persons disclaims beneficial ownership of all of the securities of the Issuer owned of record, or deemed beneficially owned
by such persons, and inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the
reported securities for any purpose.
Name of beneficial owner
|
Number of common shares
|
Percentage of outstanding common shares
|
Greysbridge Holdings Ltd.
|
1
|
100%
|
The information contained in Item 3 above is incorporated herein by reference.
(c)
Excepted as disclosed in Item 3, there have been no transactions in the Issuer’s common shares effected by the Reporting
Persons within the 60 days prior to this filing.
(d) No person has the power to direct the
receipt of dividends from or the proceeds from the sale of, the common shares of the Issuer beneficially owned by the Reporting Persons.
(e) July 1, 2021,
Item 7.
|
Materials to Be Filed as Exhibits
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Date:
July 7, 2021
|
KELSO INVESTMENT ASSOCIATES X, L.P.
|
|
|
|
Signature:
|
/s/ William Woo
|
|
By: Kelso GP X, L.P., its general
partner; by Kelso GP X, LLC, its general partner; by William Woo, its Managing Member
|
|
|
|
KEP X, LLC
|
|
|
|
Signature:
|
/s/ William Woo
|
|
By: William Woo, its Managing Member
|
|
|
|
KSN FUND X, L.P.
|
|
|
|
Signature:
|
/s/ William Woo
|
|
By: Kelso GP X, L.P., its general
partner; by Kelso GP X, LLC, its general partner; by William Woo, its Managing Member
|
|
|
|
KELSO GP X, L.P.
|
|
|
|
Signature:
|
/s/ William Woo
|
|
By: Kelso GP X, LLC, its general partner;
by William Woo, its Managing Member
|
|
|
|
KELSO GP X, LLC
|
|
|
|
Signature:
|
/s/ William Woo
|
|
By: William Woo, its Managing Member
|
ANNEX A
Set forth below is the name, position and present
principal occupation of the directors and officers of KEP X, LLC. Except as otherwise indicated, the business address of each of such
persons is c/o Kelso & Company, 320 Park Avenue, 24th Floor, New York, NY 10022.
Name
|
|
Title/Principal Occupation or Employment
|
Philip E. Berney
|
|
Co-President
|
Frank J. Loverro
|
|
Co-President
|
William Woo
|
|
Vice President, Secretary and General Counsel
|
James J. Connors, II
|
|
Vice President
|
Howard A. Matlin
|
|
Vice President, Treasurer and Assistant Secretary
|
Christopher L. Collins
|
|
Vice President and Assistant Treasurer
|
A. Lynn Alexander
|
|
Vice President
|
Stephen C. Dutton
|
|
Vice President
|
Matthew S. Edgerton
|
|
Vice President
|
Alec J. Hufnagel
|
|
Vice President
|
Henry Mannix III
|
|
Vice President
|
Church M. Moore
|
|
Vice President
|
David L. Cohen
|
|
Vice President
|
Stanley de J. Osborne
|
|
Vice President
|
Set forth below is the name, position and present
principal occupation of the directors and officers of Kelso GP X, LLC. Except as otherwise indicated, the business address of each of
such persons is c/o Kelso & Company, 320 Park Avenue, 24th Floor, New York, NY 10022.
Name
|
|
Title/Principal Occupation or Employment
|
Philip E. Berney
|
|
Co-President
|
Frank J. Loverro
|
|
Co-President
|
James J. Connors, II
|
|
Vice President
|
Howard A. Matlin
|
|
Vice President, Treasurer and Assistant Secretary
|
Christopher L. Collins
|
|
Vice President and Assistant Treasurer
|
A. Lynn Alexander
|
|
Vice President
|
Stephen C. Dutton
|
|
Vice President
|
Matthew S. Edgerton
|
|
Vice President
|
Alec J. Hufnagel
|
|
Vice President
|
Henry Mannix III
|
|
Vice President
|
Church M. Moore
|
|
Vice President
|
Stanley de J. Osborne
|
|
Vice President
|
William Woo
|
|
Vice President, Secretary and General Counsel
|
David L. Cohen
|
|
Vice President
|
Michael Nicholas
|
|
Vice President
|