SC TO-I/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Amendment No. 4
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF
THE SECURITIES EXCHANGE ACT OF 1934

VALIDUS HOLDINGS, LTD.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Shares, par value $0.175
(Title of Class of Securities)

G9319H102
(CUSIP Number of Class of Securities)

Validus Holdings, Ltd.
Attention: Robert F. Kuzloski, Esq.
Executive Vice President and Chief Corporate Legal Officer
29 Richmond Road, Pembroke, Bermuda HM 08
(441) 278-9000
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing person)

Copy to:

Stephen F. Arcano, Esq.
Todd E. Freed, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
(212) 735-3000

CALCULATION OF FILING FEE

Transaction Valuation(1)	Amount of Filing Fee(2)
$238,362,000	$16,996

(1)	Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to 7,945,400 common shares of Validus Holdings, Ltd. at a purchase price of $30.00 per share in cash.
(2)	The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $71.30 per $1,000,000 of the value of the transaction.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$16,996
Form or Registration No.:	Schedule TO
Filing Party:	Validus Holdings, Ltd.
Date Filed:	November 8, 2010

o Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o third-party tender offer subject to Rule 14d-1.

þ issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

TABLE OF CONTENTS

	Item 11. Additional Information
	Item 12. Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.A.5.C

     This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) by Validus Holdings, Ltd., a Bermuda exempted company (“Validus” or the “Company”), on November 8, 2010, as amended and supplemented by Amendment No. 1 to the Schedule TO filed with the SEC on December 1, 2010, Amendment No. 2 to the Schedule TO filed with the SEC on December 9, 2010, and Amendment No. 3 to the Schedule TO filed with the SEC on December 9, 2010 (collectively, the “Schedule TO”), in connection with the offer by Validus to purchase for cash up to 7,945,400 of its common shares, which includes voting common shares, par value $0.175 per share (the “Voting Common Shares”) and non-voting common shares, par value $0.175 per share (together with the Voting Common Shares, the “Shares”), at a price of $30.00 per Share, net to the seller, in cash, without interest, but subject to applicable withholding taxes, upon the terms and subject to the conditions described in the Offer to Purchase, dated November 8, 2010 (the “Offer to Purchase”), a copy of which was filed as Exhibit (a)(1)(A) to the Schedule TO, and in the Letter of Transmittal (the “Letter of Transmittal,” which together with the Offer to Purchase, as they may be amended or supplemented from time to time, constitute the “Tender Offer”), a copy of which was filed as Exhibit (a)(1)(B) to the Schedule TO.

     The information in the Offer to Purchase and the Letter of Transmittal is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 11. Additional Information.

Item 11 of the Schedule TO is hereby amended and supplemented to add at the end thereof the following:

“On December 14, 2010, the Company issued a press release announcing the final results of the Tender Offer, which expired at 5:00 p.m., New York City time, on December 8, 2010. A copy of the press release is filed as Exhibit (a)(5)(C) to this Schedule TO and is incorporated herein by reference.”

Item 12. Exhibits.

Exhibit No.	Description
(a)(5)(C)	Press release announcing final results of the Tender Offer, dated December 14, 2010.

1

SIGNATURE

     After due 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.

VALIDUS HOLDINGS, LTD.
By:	/s/ Joseph E. (Jeff) Consolino
	Name:	Joseph E. (Jeff) Consolino
	Title:	Executive Vice President and Chief Financial Officer

Date: December 14, 2010

2

EXHIBIT INDEX

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated November 8, 2010.*
(a)(1)(B)	Letter of Transmittal.*
(a)(1)(C)	Notice of Guaranteed Delivery.*
(a)(1)(D)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 8, 2010.*
(a)(1)(E)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 8, 2010.*
(a)(1)(F)	Summary Advertisement, dated November 8, 2010.*
(a)(2)	None.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Press release announcing the Tender Offer, dated November 4, 2010 (incorporated by reference from the Company’s Form 8-K filed with the SEC on November 4, 2010).
(a)(5)(B)	Press release announcing preliminary results of the Tender Offer, dated December 9, 2010.**
(a)(5)(C)	Press release announcing final results of the Tender Offer, dated December 14, 2010.
(b)	None.
(d)(1)	Shareholders’ Agreement dated as of December 12, 2005 among Validus Holdings, Ltd. and the Shareholders Named Therein (incorporated by reference from Form S-1, SEC File No. 333-139989).
(d)(2)	Validus Holdings, Ltd. 2005 Amended & Restated Long-Term Incentive Plan (incorporated by reference from Form S-1, SEC File No. 333-139989).
(d)(3)	Form of Pre-IPO Restricted Share Agreement for Executive Officers (incorporated by reference from Form S-1, SEC File No. 333-139989).
(d)(4)	Form of Post-IPO Restricted Share Agreement for Executive Officers (bonus shares) (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 6, 2008).
(d)(5)	Form of Post-IPO Restricted Share Agreement for Executive Officers (LTIP grant) (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 6, 2008).
(d)(6)	Form of Restricted Share Agreement at Talbot Acquisition Date for Messrs. Atkin, Bonvarlet and Carpenter (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 6, 2008).
(d)(7)	Amended and Restated Restricted Share Agreement between Validus Holdings, Ltd. and Edward J. Noonan (incorporated by reference from Form S-1, SEC File No. 333-139989).

3

Exhibit No.	Description
(d)(8)	Amended and Restated Restricted Share Agreement between Validus Holdings, Ltd. and George P. Reeth (incorporated by reference from Form S-1, SEC File No. 333-139989).
(d)(9)	Stock Option Agreement between Validus Holdings, Ltd. and Edward J. Noonan (incorporated by reference from Form S-1, SEC File No. 333-139989).
(d)(10)	Stock Option Agreement between Validus Holdings, Ltd. and George P. Reeth (incorporated by reference from Form S-1, SEC File No. 333-139989).
(d)(11)	Form of Stock Option Agreement for Executive Officers prior to 2008 (incorporated by reference from Form S-1, SEC File No. 333-139989).
(d)(12)	Form of Stock Option Agreement for Executive Officers commencing in 2008 (incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on March 6, 2008).
(d)(13)	Repurchase Agreement, entered into as of November 4, 2010, by and between Validus Holdings, Ltd. and the Aquiline Capital Partners entities listed on Schedule A thereto (incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on November 5, 2010).
(d)(14)	Repurchase Agreement, entered into as of November 4, 2010, by and between Validus Holdings, Ltd. and the New Mountain Capital, LLC entities listed on Schedule A thereto (incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on November 5, 2010).
(d)(15)	Repurchase Agreement, entered into as of November 4, 2010, by and between Validus Holdings, Ltd. and the Vestar Capital Partners entities listed on Schedule A thereto (incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on November 5, 2010).
(g)	None.
(h)	None.

*	Previously filed with the Schedule TO on November 8, 2010.
**	Previously filed with Amendment No. 3 to the Schedule TO on December 9, 2010.

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EX-99.A.5.C

Exhibit (a)(5)(C)

	Validus Holdings, Ltd.
	The Chartis Building 29 Richmond Road Pembroke, HM 08 Bermuda

Validus Holdings, Ltd. Announces Final Results
of Tender Offer to Purchase Common Shares

Company purchases 7,945,400 common shares at $30.00 per common share in
the Tender Offer; to close on previously-announced private repurchase
of additional 2,054,600 common shares on December 23, 2010

PEMBROKE, Bermuda, December 14, 2010 (BUSINESS WIRE) — Validus Holdings, Ltd. (“Validus” or the “Company”) (NYSE: VR) announced today the final results of its tender offer, which expired at 5:00 p.m., New York City time, on December 8, 2010.

Final Results of Tender Offer. Validus has accepted for purchase 7,945,400 of its common shares at a price of $30.00 per common share for a total cost of $238.4 million, excluding fees and expenses relating to the tender offer. The common shares purchased pursuant to the tender offer represent approximately 7.1 percent of the common shares outstanding as of December 13, 2010. Validus has been informed by BNY Mellon Shareowner Services, the depositary for the tender offer, that the final proration factor for the tender offer is approximately 24.6 percent. Validus funded the purchase of the shares in the tender offer using cash on hand.

Based on the final count by the depositary (and excluding any conditional tenders that were not accepted due to the specified condition not being satisfied), 31,974,539 common shares were properly tendered and not withdrawn.

The depositary will promptly pay for the common shares accepted for purchase, and will promptly return the 24,113,261 common shares tendered and not purchased, pursuant to the terms of the tender offer.

Separate Repurchase Agreements. On November 4, 2010, the Company entered into separate repurchase agreements with funds affiliated with or managed by each of Aquiline Capital Partners LLC, New Mountain Capital, LLC and Vestar Capital Partners, pursuant to which the Company agreed to purchase 2,054,600 common shares for an aggregate purchase price of up to $61.6 million. These share repurchases will occur on December 23, 2010, the eleventh business day following the expiration date of the tender offer. The aggregate purchase price for the common shares repurchased in the tender offer and those repurchased from the above referenced shareholders will total $300.0 million, and the aggregate number of common shares repurchased in the tender offer and those repurchased from the above referenced shareholders will total 10,000,000. Upon completion of the tender offer and these share repurchases, Validus will have approximately 101.3 million common shares outstanding.

As noted in the Company’s Offer to Purchase, the Company may in the future consider various forms of share repurchases, including open market purchases, tender offers and/or accelerated

share repurchases or otherwise. Under applicable securities laws, the Company may not repurchase any of its common shares until after December 22, 2010.

Dowling & Partners Securities, LLC served as the dealer manager for the tender offer. Georgeson Inc. served as the information agent. Shareholders and investors who have questions or need information about the tender offer may call Georgeson Inc. at (877) 278-9670 (toll free) and (212) 440-9800 (for banks and brokers).

About Validus Holdings, Ltd.

Validus Holdings, Ltd. is a provider of reinsurance and insurance, conducting its operations worldwide through two wholly-owned subsidiaries, Validus Reinsurance, Ltd. (“Validus Re”) and Talbot Holdings Ltd. (“Talbot”). Validus Re is a Bermuda based reinsurer focused on short-tail lines of reinsurance. Talbot is the Bermuda parent of the specialty insurance group primarily operating within the Lloyd’s insurance market through Syndicate 1183.

Contacts:

Investors:
Validus Holdings, Ltd.
Jon Levenson, +1-441-278-9000
Senior Vice President

or

Media:
Sard Verbinnen & Co
Jamie Tully/Jonathan Doorley, +1-212-687-8080
or
College Hill
Roddy Watt/Tony Friend, +44 (0)20 7457 2020

Cautionary Note Regarding Forward-Looking Statements

This press release may include forward-looking statements, both with respect to us and our industry, that reflect our current views with respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may,” “could” and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties, many of which are beyond the Company’s control. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that these factors include, but are not limited to, the following: 1) unpredictability and severity of catastrophic events; 2) rating agency actions; 3) adequacy of Validus’ risk management and loss limitation methods; 4) cyclicality of demand and pricing in the insurance and reinsurance markets; 5) statutory or regulatory developments including tax policy, reinsurance and other regulatory matters; 6) Validus’ ability to implement its business strategy during “soft” as well as “hard” markets; 7) adequacy of Validus’ loss reserves; 8) continued availability of capital and financing; 9) retention of key personnel; 10) competition; 11) potential loss of business from one or more major insurance or reinsurance brokers; 12) Validus’ ability to

implement, successfully and on a timely basis, complex infrastructure, distribution capabilities, systems, procedures and internal controls, and to develop accurate actuarial data to support the business and regulatory and reporting requirements; 13) general economic and market conditions (including inflation, volatility in the credit and capital markets, interest rates and foreign currency exchange rates); 14) the integration of businesses Validus may acquire or new business ventures Validus may start; 15) the effect on Validus’ investment portfolios of changing financial market conditions including inflation, interest rates, liquidity and other factors; 16) acts of terrorism or outbreak of war; 17) availability of reinsurance and retrocessional coverage; and 18) the ability of Validus to achieve the benefits contemplated by the tender offer and the share repurchases, as well as management’s response to any of the aforementioned factors.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the risk factors included in our most recent reports on Form 10-K and Form 10-Q and other documents on file with the Securities and Exchange Commission. Any forward-looking statements made in this press release are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. Except as required by applicable law, we undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.