Watford Intends to De-List and De-Register its Cumulative Redeemable Preference Shares (Nasdaq: WTREP) Following Merger

Rhea-AI Summary

Watford Holdings Ltd. (NASDAQ: WTRE) announced its decision to voluntarily terminate the listing of its cumulative redeemable preference shares (WTREP) from the Nasdaq Global Select Market. The company cited compliance with Nasdaq's listing requirements, noting fewer than 300 holders of the preference shares. A Form 25 will be filed with the SEC for deregistration, and the company will suspend its reporting obligations concerning the preference shares. Watford continues to operate in global insurance and reinsurance, holding approximately $1.2 billion in capital.

Positive

• Watford has a substantial capital base of approximately $1.2 billion.
• The company operates across Bermuda, the United States, and Europe, reflecting geographical diversification.
• Watford's operating subsidiaries boast strong financial strength ratings of 'A-' from A.M. Best and 'A' from Kroll Bond Rating Agency.

Negative

• The delisting may reduce market liquidity for preference shares.
• The preference shares do not meet Nasdaq's primary listing requirement due to fewer than 400 shareholders.

HAMILTON, Bermuda, July 02, 2021 (GLOBE NEWSWIRE) -- HAMILTON, Bermuda, July 2, 2021 (GLOBE NEWSWIRE) -- Watford Holdings Ltd. ("Watford") (NASDAQ: WTRE) on July 2, 2021, Watford Holdings Ltd. notified The Nasdaq Stock Market that the Company intends to voluntarily terminate the listing of its cumulative redeemable preference shares (Nasdaq: WTREP) (the "preference shares") from the Nasdaq Global Select Market ("Nasdaq") in compliance with the requirements of Rule 12d2-2(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The preference shares are currently held by fewer than 300 persons. In addition, the preference shares were initially listed as a secondary listing and, following the merger of Watford Holdings Ltd. and delisting of Watford Holdings Ltd.'s common shares, the preference shares will not meet Nasdaq’s listing requirement that a primary listing have not fewer than 400 shareholders.

Accordingly, Watford Holdings Ltd. intends to file with the Securities and Exchange Commission a Form 25 to remove the preference shares from listing on Nasdaq and to deregister the preference shares pursuant to Section 12(b) of the Exchange Act, and a certification on Form 15 under the Exchange Act to request the deregistration of the preference shares under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 13 and 15(d) of the Exchange Act with respect to the preference shares.

About Watford Holdings Ltd.

Watford Holdings Ltd. is a global property and casualty insurance and reinsurance company with approximately $1.2 billion in capital as of March 31, 2021, comprised of: $172.8 million of senior notes, $52.4 million of contingently redeemable preference shares and $977.0 million of common shareholders’ equity, with operations in Bermuda, the United States and Europe. Its operating subsidiaries have been assigned financial strength ratings of “A-” (Excellent) from A.M. Best and “A” from Kroll Bond Rating Agency. On May 1, 2020, A.M. Best announced that it had placed under review with negative implications the financial strength ratings of Watford's operating subsidiaries. On April 6, 2021, Kroll Bond Rating Agency maintained the Watch Developing status on the “A” insurance financial strength ratings of Watford's operating subsidiaries as well as the “BBB+” credit rating of Watford Holdings Ltd, pending regulatory approval for the Agreement and Plan of Merger that was approved by Watford’s shareholders on March 30, 2021 and was consummated on July 1, 2021. As a result of the merger, Watford Holdings Ltd. became a wholly-owned subsidiary of Greysbridge Holdings Ltd.

Cautionary Note Regarding Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 (the “PSLRA”) provides a “safe harbor” for forward-looking statements. This news release contains forward-looking statements. Forward-looking statements, for purposes of the PSLRA or otherwise, generally can be identified by the words “believes,” “expects,” “intends,” “plans,” “estimates” or similar expressions that indicate future events. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially, including: uncertainties with respect to the timing of the delisting of the preference shares; market conditions; and other risks set forth in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the "SEC"), and in the Company’s other periodic reports filed with the SEC. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Watford disclaims any obligation to update these forward-looking statements because of new information, future events or circumstances or other factors.

Contacts

Laurence Richardson (Investor Contact): lbr@watfordholdings.com

FAQ

Why is Watford Holdings terminating the listing of its preference shares?

Watford is terminating the listing of its preference shares due to having fewer than 300 holders, which does not comply with Nasdaq's requirement of having at least 400 holders for a primary listing.

What steps is Watford taking to deregister its preference shares?

Watford intends to file a Form 25 with the SEC to remove the preference shares from Nasdaq and a Form 15 for the deregistration of the preference shares under the Exchange Act.

What is the significance of the merger completed by Watford on July 1, 2021?

The merger resulted in Watford becoming a wholly-owned subsidiary of Greysbridge Holdings Ltd., which may allow for streamlined operations and potential synergies.

What are the financial strength ratings of Watford's operating subsidiaries?

Watford's operating subsidiaries have been rated 'A-' (Excellent) by A.M. Best and 'A' by Kroll Bond Rating Agency.