0001209191-21-046149.txt : 20210709 0001209191-21-046149.hdr.sgml : 20210709 20210709150547 ACCESSION NUMBER: 0001209191-21-046149 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210701 FILED AS OF DATE: 20210709 DATE AS OF CHANGE: 20210709 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus (Cayman) Financial Sector GP, L.P. CENTRAL INDEX KEY: 0001813791 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38788 FILM NUMBER: 211082676 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus Financial Sector Partners (Cayman), L.P. CENTRAL INDEX KEY: 0001813790 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38788 FILM NUMBER: 211082677 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WP Windstar Investments Ltd CENTRAL INDEX KEY: 0001848332 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38788 FILM NUMBER: 211082678 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Warburg Pincus (Cayman) Financial Sector GP LLC CENTRAL INDEX KEY: 0001813792 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38788 FILM NUMBER: 211082675 BUSINESS ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-878-0600 MAIL ADDRESS: STREET 1: C/O WARBURG PINCUS LLC STREET 2: 450 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Watford Holdings Ltd. CENTRAL INDEX KEY: 0001601669 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 981155442 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: WATERLOO HOUSE STREET 2: 100 PITTS BAY ROAD CITY: PEMBROKE STATE: D0 ZIP: HM 08 BUSINESS PHONE: (441) 278-4124 MAIL ADDRESS: STREET 1: P.O. BOX HM 2069 CITY: HAMILTON STATE: D0 ZIP: HM HX 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-07-01 1 0001601669 Watford Holdings Ltd. WTRE 0001848332 WP Windstar Investments Ltd C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001813790 Warburg Pincus Financial Sector Partners (Cayman), L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001813791 Warburg Pincus (Cayman) Financial Sector GP, L.P. C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks 0001813792 Warburg Pincus (Cayman) Financial Sector GP LLC C/O WARBURG PINCUS LLC 450 LEXINGTON AVENUE NEW YORK NY 10017 0 0 0 1 See Remarks Common Shares, $0.01 par value per share 2021-07-01 4 J 0 230400 35.00 D 0 D On July 1, 2021, in connection with the acquisition of Watford Holdings Ltd., a Bermuda company limited by shares (the "Issuer"), by Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares ("Greysbridge Holdings"), WP Windstar Investments Ltd, a Cayman Islands exempted company with limited liability ("WP Windstar"), transferred 230,400 common shares, par value $0.01 per share, of the Issuer (the "common shares") to Greysbridge Holdings in a transaction valued at $35.00 per share. Following consummation of the acquisition and certain related transactions, the Issuer is a wholly owned subsidiary of Greysbridge Holdings and the Warburg Pincus Reporting Persons (defined below) indirectly own, in the aggregate, 30% of Greysbridge Holdings. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., Warburg Pincus Global Growth Partners (Cayman), L.P., and WP Global Growth Partners (Cayman), L.P. (collectively, the "WP Global Growth Funds") and Warburg Pincus Financial Sector (Cayman), L.P., Warburg Pincus Financial Sector-D (Cayman), L.P., and Warburg Pincus Financial Sector Partners (Cayman), L.P. (collectively, the "WP Financial Sector Funds"), (Continued in Footnote 3) each a Cayman Islands exempted company with limited liability that holds the equity interests of WP Windstar; Warburg Pincus (Cayman) Global Growth GP, L.P., a Cayman Islands exempted limited partnership ("WPGG Cayman GP") and the general partner of each of the WP Global Growth Funds; Warburg Pincus (Cayman) Global Growth GP LLC, a Delaware limited liability company ("WPGG Cayman GP LLC") and the general partner of WPGG Cayman GP; Warburg Pincus (Cayman) Financial Sector GP, L.P., a Cayman Islands exempted limited partnership ("WPFS Cayman GP") and the general partner of each of the WP Financial Sector Funds; Warburg Pincus (Cayman) Financial Sector GP LLC, a Delaware limited liability company ("WPFS Cayman GP LLC") and the general partner of WPFS Cayman GP; (Continued in Footnote 4) Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands exempted limited partnership ("WPP II Cayman") and the managing member of WPGG Cayman GP LLC and WPFS Cayman GP LLC; Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda exempted company ("WP Bermuda GP") and the general partner of WPP II Cayman; and Warburg Pincus LLC, a New York limited liability company ("WP LLC") that manages the WP Global Growth Funds and WP Financial Sector Funds, may be deemed to be the beneficial owner of the common shares held by WP Windstar. Parties listed above are collectively referred to as the "Warburg Pincus Reporting Persons". (Continued in Footnote 5) Information with respect to each of the Warburg Pincus Reporting Persons is given solely by such Warburg Pincus Reporting Persons, and no Warburg Pincus Reporting Person has responsibility for the accuracy or completeness of information supplied by another Warburg Pincus Reporting Person. Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Warburg Pincus Reporting Persons, other than WP Windstar, herein states that this filing shall not be deemed an admission that it or he is the beneficial owner of any of the common shares covered by this Statement. Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of the common shares, except to the extent of its or his pecuniary interest in such common shares. This filing constitutes a Form 4 exit filing for the Warburg Pincus Reporting Persons. Prior to the consummation of the acquisition of the Issuer by Greysbridge Holdings, WP Windstar was party to an interim investors agreement and a voting and support agreement with certain other holders of the Issuer's common shares, as a result of which the Warburg Pincus Reporting Persons may have been deemed to be members of a "group" within the meaning of Rule 13d-5(b)(1) under the Exchange Act, with such other holders that beneficially owned more than 10% of the Issuer's common shares, which was the class of equity securities registered under Section 12 of the Exchange Act. Form 3 of 3, being filed collectively by each of the undersigned Warburg Pincus Reporting Persons. Three reports are filed that relate to the same transactions. See Forms 1 and 2 for additional reporting entities. See Signatures of the Warburg Pincus Reporting Persons attached as Exhibit 99.1. /s/ See Exhibit 99.1 2021-07-06 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT


                                                             EXHIBIT 99.1
                                   SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this Form 4 is true,
complete and correct.


WP WINDSTAR INVESTMENTS LTD

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Director


WARBURG PINCUS (CALLISTO) GLOBAL GROWTH (CAYMAN), L.P.

By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS (EUROPA) GLOBAL GROWTH (CAYMAN), L.P.

By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS GLOBAL GROWTH-B (CAYMAN), L.P.

By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS GLOBAL GROWTH-E (CAYMAN), L.P.

By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS GLOBAL GROWTH PARTNERS (CAYMAN), L.P.

By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WP GLOBAL GROWTH PARTNERS (CAYMAN), L.P.

By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS FINANCIAL SECTOR (CAYMAN), L.P.

By:	Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner
By:	Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS FINANCIAL SECTOR-D (CAYMAN), L.P.

By:	Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner
By:	Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS FINANCIAL SECTOR PARTNERS (CAYMAN), L.P.

By:	Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner
By:	Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP, L.P.

By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP LLC

By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP, L.P.

By:	Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP LLC

By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS PARTNERS II (CAYMAN), L.P.

By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD.

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Authorised Signatory


WARBURG PINCUS LLC

By:     /s/ David Sreter                                      July 6, 2021
Name:   David Sreter
Title:  Managing Director