SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E‑3

RULE 13E‑3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934

WATFORD HOLDINGS LTD.
(Name of the Issuer)

Watford Holdings Ltd.
Arch Capital Group Ltd.
Arch Reinsurance Ltd.
Gulf Reinsurance Limited
Greysbridge Holdings Ltd.
Greysbridge Ltd.
Nicolas Papadopoulo
Maamoun Rajeh
Kelso Investment Associates X, L.P.
KEP X, LLC
KSN Fund X, L.P.
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.
WP Global Growth Partners (Cayman), L.P.
Warburg Pincus Financial Sector (Cayman), L.P.
Warburg Pincus Financial Sector-D (Cayman), L.P.
Warburg Pincus Financial Sector Partners (Cayman), L.P.
WP Windstar Investments Ltd
(Names of Person(s) Filing Statement)

Common Shares, $0.01 Par Value Per Share
(Title of Class of Securities)

G94787 101
(CUSIP Number of Class of Securities)

Watford Holdings Ltd.
Waterloo House, 1st Floor
100 Pitts Bay Road, Pembroke HM 08
Bermuda
Attention:  Robert L. Hawley
Telephone:  +1 441 278-3455
Arch Capital Group Ltd.
Waterloo House, Ground Floor
100 Pitts Bay Road, Pembroke HM 08
Bermuda
Attention:  Louis Petrillo
Telephone:  +1 441 278-9250

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices
and Communications on Behalf of the Persons Filing Statement)

With copies to:
Gary D. Boss, Esq.
John A. Healy, Esq.
Per B. Chilstrom, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Telephone:  (212) 878‑8000
Kimberly Petillo-Décossard, Esq.
Cahill Gordon & Reindel LLP
32 Old Slip
New York, New York 10005
Telephone:  (212) 701‑3000

This statement is filed in connection with (check the appropriate box):

a.
☒ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e‑3(c) under the Securities Exchange Act of 1934.

b.
☐ The filing of a registration statement under the Securities Act of 1933.

c.
☐ A tender offer.

d.
☐ None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:  ☐

Check the following box if the filing is a final amendment reporting the results of the transaction:   ☐

Calculation of Filing Fee
Transaction valuation*
Amount of filing fee**
$612,311,140.00
$66,803.15

*
For purposes of calculating the filing fee only, the transaction value was determined based upon the sum of:  (1) 17,386,979 common shares issued and outstanding that are subject to the transaction (which is the difference between the 19,886,979 common shares that are issued and outstanding and the 2,500,000 common shares that are beneficially owned by Arch Capital Group Ltd. and/or its subsidiaries) multiplied by $35.00 per share; (2) 23,370 common shares issuable upon the vesting or settlement of outstanding restricted share units (“RSUs”) subject to performance metrics (assuming the achievement of the applicable performance metrics at the target level of performance) multiplied by $35.00 per share; and (3) 84,255 common shares issuable upon the vesting or settlement of outstanding RSUs not subject to performance metrics multiplied by $35.00 per share.

**
The filing fee was calculated in accordance with Rule 0‑11 under the Securities and Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0001091.

Check 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 date of its filing.
   
Amount Previously Paid:  $66,803.15
Filing Party:  Watford Holdings Ltd.
Form or Registration No.:  Schedule 14A
Date Filed:  January 4, 2021

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E‑3.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


Introduction

This Rule 13E‑3 Transaction Statement on Schedule 13E‑3, together with the exhibits hereto (this “Schedule 13E‑3” or this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by:  (i) Watford Holdings Ltd., a Bermuda exempted company (the “Company”), (ii) Arch Capital Group Ltd. (“Arch”),  Arch Reinsurance Ltd. (“ARL”), Gulf Reinsurance Limited., Greysbridge Holdings Ltd. (“Holdco”),  Greysbridge Ltd., Nicolas Papadopoulo and Maamoun Rajeh (collectively, the “Arch Filing Persons”), (iii) Kelso Investment Associates X, L.P., KEP X, LLC, and KSN Fund X, L.P. (collectively, the “Kelso Filing Persons”), and (iv) 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., WP Global Growth Partners (Cayman), L.P., Warburg Pincus Financial Sector (Cayman), L.P., Warburg Pincus Financial Sector-D (Cayman), L.P., Warburg Pincus Financial Sector Partners (Cayman), L.P. (collectively, the “Warburg Pincus Entities”) and WP Windstar Investments Ltd (together with the Warburg Pincus Entities, the “Warburg Pincus Filing Persons”). The Arch Filing Persons, Kelso Filing Persons and Warburg Pincus Filing Persons, collectively, are referred to herein as the “Purchaser Filing Persons”.  The Company and the Purchaser Filing Persons, collectively, are referred to herein as the “Filing Persons”.

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of October 9, 2020 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated November 2, 2020, and as it may be further amended from time to time, the “Merger Agreement”), and the related Statutory Merger Agreement (the “Statutory Merger Agreement”) by and among Arch, Merger Sub and the Company. Arch has assigned its rights under the Merger Agreement to Holdco, however, as provided in the Merger Agreement, Arch remains contractually responsible for the performance of its obligations under the Merger Agreement.  Holdco has obtained equity commitments as follows: (i) the Kelso Filing Persons have committed to make an aggregate cash contribution of up to $210,000,000, (ii) the Warburg Pincus Entities have committed to make an aggregate cash contribution of up to $210,000,000, and (iii) ARL has committed to make a cash contribution of up to $192,500,000 and to contribute the 2,500,000 shares of common stock of Watford already owned by ARL (the foregoing, collectively, being referred to herein as the “Equity Financing”). Upon consummation of the Equity Financing, ARL will own 40% of Holdco, the Kelso Filing Persons will own 30% of Holdco, and the Warburg Pincus Filing Persons will own 30% of Holdco.

Pursuant to the Merger Agreement and the Statutory Merger Agreement, if the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company with the Company being the surviving company in the merger (the “merger”).  Upon completion of the merger, (i) each of the common shares of the Company, par value $0.01 per share (“common share”), that is issued and outstanding at the effective time of the merger (other than (x) shares to be canceled pursuant to the Merger Agreement and (y) restricted share units (“RSUs”) to be canceled and exchanged pursuant to the Merger Agreement) will be canceled and converted into the right to receive $35.00, in cash, without interest and less any required withholding taxes (the “Merger Consideration”) and (ii) each of the 8½% Cumulative Redeemable Preference Share of the Company, $0.01 par value per preference share (the “preference shares”), then outstanding will continue as a preference share of the surviving company and will be entitled to the same dividend and other relative rights, preferences, limitations and restrictions as currently apply to the preference shares.  Upon completion of the merger, the current holders of Watford common shares (other than ARL) will cease to have any ownership interest in the common shares of the Company and all of the surviving company’s common shares will be owned by Holdco.

Two members of the Company’s current board of directors, Nicolas Papadopoulo and Maamoun Rajeh, were appointed to serve on the Company’s board of directors by Arch (the “Arch Directors”). The Arch Directors did not participate in the board’s or any board committee’s deliberations relating to the merger agreement, the statutory merger agreement, or any transaction contemplated by either agreement (including the merger), and did not participate in the vote to approve the merger agreement, the statutory merger agreement or any transaction contemplated by either agreement (including the merger). Accordingly, as used in this transaction statement, references to the “Board” or the “Board of Directors” or to any action taken by “directors” of the Company or any recommendation made by the “Board” or “Board of Directors” means the Company’s board of directors acting without the participation of the Arch Directors.


The Board of Directors has (a) determined that the Merger Consideration constitutes fair value for each common share in accordance with the Companies Act 1981 of Bermuda (the “Bermuda Companies Act”), (ii) determined that the continuation of each outstanding preference share as a preference share of the surviving company with the same dividend and other relative rights, preferences, limitations and restrictions as are now provided to the preference shares constitutes fair value for each preference share in accordance with the Bermuda Companies Act, (iii) determined that the terms of the Merger Agreement and the Statutory Merger Agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of the Company and its shareholders, (iv) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the Statutory Merger Agreement and the consummation of the transactions contemplated thereby, including the merger, and (v) subject to the right of the Board of Directors to change its recommendation in certain circumstances, recommended that the Company’s shareholders vote in favor of a proposal to approve and adopt the Merger Agreement, the Statutory Merger Agreement and the transactions contemplated thereby, including the merger at a duly held meeting of such shareholders for such purpose.  Consummation of the merger is subject to customary conditions, including without limitation the approval of the Merger Agreement and the transactions contemplated thereby by the affirmative votes of shares carrying not less than 50% of the total voting rights of all issued and outstanding common shares and preference shares, voting together as a single class, at a meeting of the Company’s shareholders and the receipt of certain regulatory approvals.

Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the “Proxy Statement”) under Regulation 14A of the Exchange Act, pursuant to which the Board of Directors is soliciting proxies from shareholders of the Company in connection with the merger.  The Proxy Statement is attached hereto as Exhibit (a)(1).  A copy of the Merger Agreement is attached to the Proxy Statement as Annex A and is incorporated herein by reference.

Pursuant to General Instruction F to Schedule 13E‑3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement.  The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E‑3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E‑3.  As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment.

All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company.  Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person.  No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet”

“Questions and Answers about the Special General Meeting and the Merger”

Item 2. Subject Company Information

(a) Name and Address.  The Company’s name and the address and telephone number of its principal executive office are as follows:

Watford Holdings Ltd.
Waterloo House, 1st Floor
100 Pitts Bay Road, Pembroke HM 08
Bermuda
Telephone:  +1 441 278-3455

(b) Securities.  The class of securities to which this Transaction Statement relates is the Company’s common shares, par value $0.01 per share.  As of December 31, 2020, there were 19,886,979 common shares issued and outstanding.


(c) Trading Market and Price.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:  “Important Information Regarding the Company—Market Price of the Company’s Common Shares and Preference Shares

(d) Dividends.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference: “Important Information Regarding the Company—Dividends

(e) Prior Public Offerings.   No underwritten public offering of the subject securities for cash that was registered under the Securities Act of 1933 or exempt from registration under Regulation A has been made during the past three years.

(f) Prior Stock Purchases.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:  “Important Information Regarding the Company—Transactions in Common Shares and Preference Shares

Item 3. Identity and Background of Filing Person

(a)–(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Important Information Regarding the Company

Important Information Regarding the Arch Filing Persons

Important Information Regarding the Kelso Filing Persons

Important Information Regarding the Warburg Pincus Filing Persons

The Parties to the Merger and Their Principal Affiliates

Item 4. Terms of the Transaction

(a) (1) Tender Offers.  Not applicable.

(a) (2) Mergers or Similar Transactions.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers about the Special General Meeting and the Merger

The Merger Agreement

The Special General Meeting—Required Shareholder Votes for the Merger

Special Factors—Background of the Merger

Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Special Factors—Purposes and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Special Factors—Certain Effects of the Merger

Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger

Special Factors—Anticipated Accounting Treatment of the Merger

Special Factors—U.S. Federal Income Tax Consequences of the Merger


(c) Different Terms.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Special Factors—Certain Effects of the Merger

Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger

The Merger Agreement—Effect of the Merger on the Shares of the Company and Merger Sub

Advisory Vote on Merger Related Compensation

(d) Appraisal Rights.  The information set forth in the Proxy Statement under the following captions, and the following annex to the Proxy Statement, are incorporated herein by reference:

Summary Term Sheet

Questions and Answers about the Special General Meeting and the Merger

 “Special Factors—Appraisal Rights

Appraisal Rights

Annex E:  Copy of Section 106 of the Bermuda Companies Act

(e) Provisions for Unaffiliated Security Holders.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:  “Provisions for Public Shareholders

(f) Eligibility for Listing or Trading.  Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a) (1)–(2) Transactions.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Special Factors—Background of the Merger

Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger

Special Factors—Voting and Support Agreements

Voting and Support Agreements

Important Information Regarding the Company—Transactions in Common Shares and Preference Shares

(b)–(c) Significant Corporate Events; Negotiations or Contacts.  The information set forth in the Proxy Statement under the following captions, and the following annexes to the Proxy Statement, are incorporated herein by reference:

Special Factors—Background of the Merger

Special Factors—Voting and Support Agreements

The Merger Agreement

Voting and Support Agreements

Annex A:  Merger Agreement

Annex B:  Arch Voting and Support Agreement

Annex C:  Enstar Voting and Support Agreement


The Company and Arch are party to various agreements which are described in the Company’s Definitive Proxy Statement on Schedule 14A, as supplemented, filed with the SEC on April 14, 2020, under the caption “Certain Relationships and Related Party Transactions,” and such disclosure is incorporated herein by reference.

 (e) Agreements Involving the Subject Company’s Securities.  The information set forth in the Proxy Statement under the following captions, and the following annexes to the Proxy Statement, are incorporated herein by reference:

Special Factors—Voting and Support Agreements

The Merger Agreement

Important Information Regarding the Company—Security Ownership of Directors, Executive Officers and Certain Beneficial Owners

Important Information Regarding the Company—Transactions in Common Shares and Preference Shares

Voting and Support Agreements

Annex A:  Merger Agreement

Annex B:  Arch Voting and Support Agreement

Annex C:  Enstar Voting and Support Agreement

Item 6. Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Questions and Answers About the Special General Meeting and the Merger

Special Factors—Certain Effects of the Merger

The Merger Agreement—Effect of the Merger on the Shares of the Company and Merger Sub

The Merger Agreement—Treatment of Company Equity Awards

(c) (1)–(8) Plans.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:  “Special Factors—Plans for the Company After the Merger

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Summary Term Sheet—Purposes and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Background of the Merger

Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Special Factors—Purposes and Reasons of the Purchaser Filing Persons for the Merger


(b) Alternatives.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Special Factors—Background of the Merger

Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Special Factors—Purposes and Reasons of the Purchaser Filing Persons for the Merger

(c) Reasons.  The information set forth in the Proxy Statement under the following captions, and the following annex to the Proxy Statement, are incorporated herein by reference:

Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Summary Term Sheet—Purposes and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Background of the Merger

Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Special Factors—Purposes and Reasons of the Purchaser Filing Persons for the Merger

Special Factors—Certain Effects of the Merger

Special Factors—Opinion of Morgan Stanley & Co. LLC

Annex D:  Opinion of Morgan Stanley & Co. LLC

(d) Effects.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Questions and Answers about the Special General Meeting and the Merger

Summary Term Sheet

Special Factors—Background of the Merger

Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Special Factors—Certain Effects of the Merger

Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger

Special Factors—Anticipated Accounting Treatment of the Merger

Special Factors—U.S. Federal Income Tax Consequences of the Merger

The Merger Agreement—Structure of the Merger

The Merger Agreement—Effect of the Merger on the Shares of the Company and Merger Sub

The Merger Agreement—Treatment of Company Equity Awards

Advisory Vote on Merger Related Compensation


Item 8. Fairness of the Transaction

(a)–(b) Fairness; Factors Considered in Determining Fairness.  The information set forth in the Proxy Statement under the following captions, and the following annex to the Proxy Statement, are incorporated herein by reference:

Summary Term Sheet—Opinion of Morgan Stanley & Co. LLC

Summary Term Sheet—Interests of the Company’s Directors and Executive Officers in the Merger

Special Factors—Background of the Merger

Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Special Factors—Opinion of Morgan Stanley & Co. LLC

Special Factors—Position of the Purchaser Filing Persons as to Fairness of the Merger

Special Factors—Projected Financial Information

Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger

Important Information Regarding the Company

Annex D:  Opinion of Morgan Stanley & Co. LLC

In addition, a written opinion of Morgan Stanley & Co. LLC dated October 8, 2020 as well as presentations by Morgan Stanley & Co. LLC to the Board of Directors on August 14, 2020, August 19, 2020, August 24, 2020, August 28, 2020, September 4, 2020, September 16, 2020, September 20, 2020, September 23, 2020, September 27, 2020, October 8, 2020 and November 1, 2020 are filed as Exhibits (c)(1), (c)(3), (c)(4), (c)(5), (c)(6), (c)(7), (c)(8), (c)(9), (c)(10), (c)(11), (c)(12) and (c)(13), respectively, and are incorporated herein by reference.

(c) Approval of Security Holders.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Record Date and Quorum

Summary Term Sheet—Required Shareholder Votes for the Merger

Summary Term Sheet—Conditions to the Merger

Questions and Answers about the Special General Meeting and the Merger

Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

The Special General Meeting—Record Date and Quorum

The Special General Meeting—Required Shareholder Votes for the Merger

The Merger Agreement—Conditions to the Merger

(d) Unaffiliated Representative.   A majority of directors who are not employees of the subject company did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Rule 13e-3 transaction and/or preparing a report concerning the fairness of the transaction.

(e) Approval of Directors.  The Rule 13e-3 transaction was approved by a majority of the directors of the subject company who are not employees of the subject company. The Arch Directors are not employees of the subject company but did not participate in any votes to approve the Rule 13e-3 transaction.

(f) Other Offers.  The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:  “Special Factors—Background of the Merger


Item 9. Reports, Opinions, Appraisals and Negotiations

(a)–(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents.  The information set forth in the Proxy Statement under the following captions, and the following annex to the Proxy Statement, are incorporated herein by reference:

Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Summary Term Sheet—Opinion of Morgan Stanley & Co. LLC

Special Factors—Background of the Merger

Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Special Factors—Opinion of Morgan Stanley & Co. LLC

Special Factors—Summary of Certain Presentations Provided by Goldman Sachs

Where You Can Find Additional Information

Annex D:  Opinion of Morgan Stanley & Co. LLC

In addition, a written opinion of Morgan Stanley & Co. LLC dated October 8, 2020 as well as presentations by Morgan Stanley & Co. to the Board of Directors on August 14, 2020, August 19, 2020, August 24, 2020, August 28, 2020, September 4, 2020, September 16, 2020, September 20, 2020, September 23, 2020, September 27, 2020, October 8, 2020 and November 1, 2020 are filed as Exhibits (c)(1), (c)(3), (c)(4), (c)(5), (c)(6), (c)(7), (c)(8), (c)(9), (c)(10), (c)(11), (c)(12) and (c)(13), respectively, and are incorporated herein by reference. The reports, opinions or appraisals of Morgan Stanley & Co. LLC referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.

Presentations provided by Goldman Sachs & Co. LLC to the board of directors of Arch on August 3, 2020, September 14, 2020, September 18, 2020, September 21, 2020 and September 26, 2020, are filed as Exhibits (c)(14), (c)(15), (c)(16), (c)(17) and (c)(18), respectively, and are incorporated herein by reference. The presentations provided by Goldman Sachs & Co. LLC referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of Arch during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing.

Item 10. Source and Amounts of Funds or Other Consideration

(a)–(b) Source of Funds; Conditions.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Financing

Special Factors—Financing

The Merger Agreement—Other Covenants and Agreements—Financing Cooperation

(c) Expenses.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Special Factors—Fees and Expenses

The Merger Agreement—Termination Fee

(d) Borrowed Funds.  Not applicable.

Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Special Factors—Certain Effects of the Merger

Important Information Regarding the Company—Security Ownership of Directors, Executive Officers and Certain Beneficial Owners

Important Information Regarding the Company—Transactions in Common Shares and Preference Shares

Important Information Regarding the Arch Filing Persons - Arch Filing Persons’ Ownership of Watford Shares; Transactions in Watford Shares

Important Information Regarding the Kelso Filing Persons - Kelso Filing Persons’ Ownership of Watford Shares; Transactions in Watford Shares

Important Information Regarding the Warburg Pincus Filing Persons – Warburg Pincus Filing Persons’ Ownership of Watford Shares; Transactions in Watford Shares

(b) Securities Transactions.  The information set forth in the Proxy Statement under the following captions, and the following annexes to the Proxy Statement, are incorporated herein by reference:

Special Factors—Voting and Support Agreements

Voting and Support Agreements

Important Information Regarding the Company—Security Ownership of Directors, Executive Officers and Certain Beneficial Owners

Important Information Regarding the Company—Transactions in Common Shares and Preference Shares

Annex B:  Arch Voting and Support Agreement

Annex C:  Enstar Voting and Support Agreement


Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions, and the following annex to the Proxy Statement, are incorporated herein by reference:

Summary Term Sheet—Required Shareholder Votes for the Merger

Summary Term Sheet—Voting and Support Agreements

Questions and Answers about the Special General Meeting and the Merger

Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Special Factors—Voting and Support Agreements

The Special General Meeting—Required Shareholder Votes for the Merger

Voting and Support Agreements

Annex B:  Arch Voting and Support Agreement

(e) Recommendation of Others.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Questions and Answers about the Special General Meeting and the Merger

Special Factors—Background of the Merger

Special Factors—Purpose and Reasons of the Company for the Merger; Position of the Company as to Fairness of the Merger; Recommendation of the Board of Directors

Item 13. Financial Statements

(a) Financial Information.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Important Information Regarding the Company—Historical Selected Financial Information

Important Information Regarding the Company—Book Value Per Share

Where You Can Find Additional Information

In addition, the audited financial statements set forth in Item 8 of the Company’s Annual Report on Form 10‑K for the fiscal year ended December 31, 2019 and the financial statements set forth in Item 1 of the Company’s Quarterly Report on Form 10‑Q for the quarterly period ended September 30, 2020 are incorporated herein by reference.

(b) Pro Forma Information.  Not applicable.


Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a)–(b) Solicitations or Recommendations; Employees and Corporate Assets.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Opinion of Morgan Stanley & Co. LLC

Questions and Answers about the Special General Meeting and the Merger

Special Factors—Background of the Merger

Special Factors—Opinion of Morgan Stanley & Co. LLC

Special Factors—Fees and Expenses

The Special General Meeting—Solicitation of Proxies

Item 15. Additional Information

(b) Golden Parachute Compensation.  The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Advisory Vote on Merger Related Compensation

Summary Term Sheet—Interests of the Company’s Directors and Executive Officers in the Merger

Special Factors—Interests of the Company’s Directors and Executive Officers in the Merger

(c) Other Material Information.  The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

(a)(1) Preliminary Proxy Statement of Watford Holdings Ltd. (incorporated herein by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission on January 4, 2021 (the “Proxy Statement”)).

(a)(2) Form of Proxy Card.*

(a)(3) Letter to Shareholders (incorporated herein by reference to the Proxy Statement).

(a)(4) Notice of Special General Meeting of Shareholders (incorporated herein by reference to the Proxy Statement).

(a)(5) Joint Press Release of Watford Holdings Ltd. and Arch Capital Group Ltd., dated October 9, 2020 (incorporated herein by reference to (i) Exhibit 99.1 to Watford Holdings Ltd.’s Form 8‑K filed with the Securities and Exchange Commission on October 9, 2020 and (ii) Exhibit 99.1 to Arch Capital Group Ltd.’s Form 8‑K filed with the Securities and Exchange Commission on October 9, 2020).

(a)(6) Joint Press Release of Watford Holdings Ltd. and Arch Capital Group Ltd., dated November 2, 2020 (incorporated herein by reference to (i) Exhibit 99.1 to Watford Holdings Ltd.’s Form 8‑K filed with the Securities and Exchange Commission on November 2, 2020 and (ii) Exhibit 99.1 to Arch Capital Group Ltd.’s Form 8‑K filed with the Securities and Exchange Commission on November 2, 2020).

(b) None.


(c)(1) Opinion of Morgan Stanley & Co. LLC dated October 8, 2020.

(c)(2) Opinion of Morgan Stanley & Co. LLC (incorporated herein by reference to Annex D of the Proxy Statement).

(c)(3) Presentation to the Board of Directors, dated August 14, 2020, prepared by Morgan Stanley & Co. LLC for the Board of Directors.

(c)(4) Presentation to the Board of Directors, dated August 19, 2020, prepared by Morgan Stanley & Co. LLC for the Board of Directors.

(c)(5) Presentation to the Board of Directors, dated August 24, 2020, prepared by Morgan Stanley & Co. LLC for the Board of Directors.

(c)(6) Presentation to the Board of Directors, dated August 28, 2020, prepared by Morgan Stanley & Co. LLC for the Board of Directors.

(c)(7) Presentation to the Board of Directors, dated September 4, 2020, prepared by Morgan Stanley & Co. LLC for the Board of Directors.

(c)(8) Presentation to the Board of Directors, dated September 16, 2020, prepared by Morgan Stanley & Co. LLC for the Board of Directors.

(c)(9) Presentation to the Board of Directors, dated September 20, 2020, prepared by Morgan Stanley & Co. LLC for the Board of Directors.

(c)(10) Presentation to the Board of Directors, dated September 23, 2020, prepared by Morgan Stanley & Co. LLC for the Board of Directors.

(c)(11) Presentation to the Board of Directors, dated September 27, 2020, prepared by Morgan Stanley & Co. LLC for the Board of Directors.

(c)(12) Presentation to the Board of Directors, dated October 8, 2020, prepared by Morgan Stanley & Co. LLC for the Board of Directors.

(c)(13) Presentation to the Board of Directors, dated November 1, 2020, prepared by Morgan Stanley & Co. LLC for the Board of Directors.

(c)(14) Presentation provided to the board of directors of Arch Capital Group Ltd., dated August 3, 2020, prepared by Goldman Sachs & Co. LLC.

(c)(15) Presentation provided to the board of directors of Arch Capital Group Ltd., dated September 14, 2020, prepared by Goldman Sachs & Co. LLC.

(c)(16) Presentation provided to the board of directors of Arch Capital Group Ltd., dated September 18, 2020, prepared by Goldman Sachs & Co. LLC.

(c)(17) Presentation provided to the board of directors of Arch Capital Group Ltd., dated September 21, 2020, prepared by Goldman Sachs & Co. LLC.

(c)(18) Presentation provided to the board of directors of Arch Capital Group Ltd., dated September 26, 2020, prepared by Goldman Sachs & Co. LLC.

(d)(1) Agreement and Plan of Merger, dated as of October 9, 2020, by and among Watford Holdings Ltd., Arch Capital Group Ltd. and Greysbridge Ltd. (incorporated herein by reference to Annex A of the Proxy Statement).

(d)(2) Amendment No. 1 to Agreement and Plan of Merger, dated as of November 2, 2020, by and among Watford Holdings Ltd., Arch Capital Group Ltd. and Greysbridge Ltd. (incorporated herein by reference to Annex A of the Proxy Statement).

(d)(3) Voting and Support Agreement, dated as of October 9, 2020, by and among Watford Holdings Ltd., Arch Reinsurance Ltd. and Gulf Reinsurance Ltd. (incorporated herein by reference to Annex B of the Proxy Statement).

(d)(4) Voting and Support Agreement, dated as of November 2, 2020, by and among Watford Holdings Ltd., Arch Capital Group Ltd., Enstar Group Limited and Cavello Bay Reinsurance Limited (incorporated herein by reference to Annex C of the Proxy Statement).

(f) Section 106 of the Bermuda Companies Act (incorporated herein by reference to Annex D of the Proxy Statement).

(g) None.


* To be filed by amendment.

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of January 4, 2021

WATFORD HOLDINGS LTD.
 
By:
 /s/ Jonathan D. Levy
 
 
Name:
 Jonathan D. Levy

 
Title:
 Chief Executive Officer


ARCH CAPITAL GROUP LTD.
 
   
By:
/s/ Maamoun Rajeh
 
 
Name:
Maamoun Rajeh
 
 
Title:
Authorized Signatory
 
       
ARCH REINSURANCE LTD.
 
   
By:
/s/ Maamoun Rajeh
 
 
Name:
Maamoun Rajeh
 
 
Title:
Authorized Signatory
 
       
GULF REINSURANCE LIMITED
 
   
By:
/s/ Roderick Romeo
 
 
Name:
Roderick Romeo
 
 
Title:
Authorized Signatory
 
       
GREYSBRIDGE HOLDINGS LTD.
 
   
By:
/s/ Pierre Jal
 
 
Name:
Pierre Jal
 
 
Title:
Authorized Signatory
 
       
GREYSBRIDGE LTD.
 
   
By:
/s/ Pierre Jal
 
 
Name:
Pierre Jal
 
 
Title:
Authorized Signatory
 
       
Nicolas Papadopoulo
 
   
By:
/s/ Nicolas Papadopoulo
 
       
Maamoun Rajeh
 
   
By:
/s/Maamoun Rajeh
 
       


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  
 
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 
 
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
 
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 
 
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
 
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
 
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
 
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
 
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
 
Name:
David Sreter
 
Title:
Authorised Signatory

WP WINDSTAR INVESTMENTS LTD
 
By:
/s/  David Sreter
 
Name:
David Sreter
 
Title:
Director

KELSO INVESTMENT ASSOCIATES X. L.P.
 
By: Kelso GP X, L.P., its general partner  
 
By: Kelso GP X, LLC, its general partner
 
 
By:
/s/ William Woo
 
 
Name:
William Woo
 
 
Title:
Managing Member
 
       
KEP X, LLC
 
       
By:
/s/ William Woo 
 
  Name:
William Woo 
 
  Title:
Managing Member 
 
       
KSN FUND X, L.P.
 
       
By: Kelso GP X, L.P., its general partner
 
By: Kelso GP X, LLC, its general partner
 
       
By: 
/s/ William Woo 
 
  Name: 
William Woo  
 
  Title: 
Managing Member 
 
       



Exhibit (c)(1)

10/9/2020

Board of Directors
Watford Holdings, Ltd.
Waterloo House, 1st Floor
100 Pitts Bay Road
Pembroke HM 08, Bermuda

Members of the Board:

We understand that Watford Holdings Ltd. (“Watford” or the “Company”), Arch Capital Group Ltd. (“Arch” or the “Buyer”), and Greysbridge Ltd. (“Merger Sub”), a wholly owned subsidiary of Arch, propose to enter into an Agreement and Plan of Merger, substantially in the form of the draft dated October 9, 2020 (the “Merger Agreement”), which provides, among other things, for the merger of Merger Sub with and into the Company (the “Merger”), with the Company continuing as a wholly owned subsidiary of Arch. Pursuant to the Merger, each outstanding share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”), other than shares held in treasury or held by Arch, Merger Sub, the Company or any of their respective direct or indirect wholly owned subsidiaries or as to which dissenters’ rights have been perfected (the “Excluded Shares”), will be converted into the right to receive $31.10 per share in cash (the “Consideration”). We further understand that approximately 12.6% of the outstanding shares of the Company Common Stock are owned by Arch. The terms and conditions of the Merger are more fully set forth in the Merger Agreement.

You have asked for our opinion as to whether the Consideration to be received by the holders of shares of the Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement is fair from a financial point of view to such holders.

For purposes of the opinion set forth herein, we have:

1)
Reviewed certain publicly available financial statements and other business and financial information of the Company;

2)
Reviewed certain internal financial statements and other financial and operating data concerning the Company;

3)
Reviewed certain financial projections prepared by the management of the Company, including both on a standalone basis and under a run-off scenario;

4)
Discussed the past and current operations and financial condition and the prospects of the Company with senior executives of the Company;

5)
Reviewed the reported prices and trading activity for the Company Common Stock;

6)
Compared the financial performance of the Company and the prices and trading activity of the Company Common Stock with that of certain other publicly-traded companies comparable with the Company, and their securities;

7)
Reviewed the financial terms, to the extent publicly available, of certain comparable acquisition transactions;

8)
Participated in certain discussions and negotiations among representatives of the Company and the Buyer and their financial and legal advisors;

9)
Reviewed the Merger Agreement and certain related documents; and


10)
Performed such other analyses, reviewed such other information and considered such other factors as we have deemed appropriate.

We have assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to us by the Company, and formed a substantial basis for this opinion. With respect to the financial projections of the Company on a standalone basis, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the Company if the Company continues on a standalone basis. With respect to the financial projections of the Company under a run-off scenario, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of the Company of the future financial performance of the Company under a run-off scenario. In addition, we have assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the definitive Merger Agreement will not differ in any material respect from the draft thereof furnished to us. Morgan Stanley has assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed Merger. We are not legal, tax, regulatory or actuarial advisors. We are financial advisors only and have relied upon, without independent verification, the assessment of the Buyer and its legal, tax, regulatory or actuarial advisors with respect to legal, tax, regulatory or actuarial matters. We express no opinion with respect to the fairness of the amount or nature of the compensation to any of the Company’s officers, directors or employees, or any class of such persons, relative to the Consideration to be paid to the holders of shares of the Company Common Stock in the transaction. We express no opinion with respect to the treatment of the Company’s 8½% Cumulative Redeemable Preference Shares in the Merger. We have not made any independent valuation or appraisal of the assets or liabilities of the Company, nor have we been furnished with any such valuations or appraisals. Our opinion is necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this opinion and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this opinion.

In arriving at our opinion, we were not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction involving the Company, nor did we negotiate with any of the parties, other than the Buyer and Enstar Group Ltd., which expressed interest to Morgan Stanley in the possible acquisition of the Company or certain of its constituent businesses.

We have acted as financial advisor to the Board of Directors of the Company in connection with this transaction and will receive a fee for our services, a significant portion of which is contingent upon the closing of the Merger. In the two years prior to the date hereof, we have provided financing services for the Company, and have received fees in connection with such services. In the two years prior to the date hereof, we have not been engaged on any financial advisory or financing assignments for Arch, and have not received any fees for such services from Arch during this time. Morgan Stanley may also seek to provide financial advisory and financing services to Arch and the Company and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Please note that Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Our securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of the Buyer, the Company, or any other company, or any currency or commodity, that may be involved in this transaction, or any related derivative instrument.


This opinion has been approved by a committee of Morgan Stanley investment banking and other professionals in accordance with our customary practice. This opinion is for the information of the Board of Directors of the Company and may not be used for any other purpose or disclosed without our prior written consent, except that a copy of this opinion may be included in its entirety in any filing the Company is required to make with the Securities and Exchange Commission in connection with this transaction if such inclusion is required by applicable law. In addition, Morgan Stanley expresses no opinion or recommendation as to how the shareholders of the Company should vote at the shareholders’ meeting to be held in connection with the Merger.

Based on and subject to the foregoing, we are of the opinion on the date hereof that the Consideration to be received by the holders of shares of the Company Common Stock (other than Excluded Shares) pursuant to the Merger Agreement is fair from a financial point of view to such holders.

 
Very truly yours,
     
 
MORGAN STANLEY & CO. LLC
     
 
By: 

   
Dean Scott
   
Managing Director




Exhibit (c)(3)

 Presentation to Board of Directors  Project Wilson  August 14, 2020 
 

 Discussion Framework    Within this presentation, we have examined a broad set of options available to Watford and the benefits and considerations associated with each of the options As a standalone ongoing companyRun-off and M&A alternatives Standalone ongoing optionsUsing management’s projections of financial standalone ongoing results, and management guidance on potential alterations to the base plan, have explored the value of the business on a go-forward basis at its current cost of equity and multiples, as well as across a range of sensitivitiesKey question: will changes outlined under various scenarios, if achieved, drive a re-rating of the company’s cost of equity and multiples?Run-off / M&A alternativesHave analyzed management’s projections in a run-off scenario Provide perspectives on potential sale and merger alternatives     2 
 

 Potential Alternatives for Watford  Multiple potential paths forward exist for WatfordMany standalone paths are not mutually exclusive (i.e., could pursue several options together)    3  Standalone / Organic  Run-Off / M&A  Status Quo  Renegotiation of Service Agreements  De-risk Investment Portfolio  Arch Sidecar & De-risk Investment Portfolio  Run-off  Sale  Merger  1  4  3  2  6  7  8  Establish Non-Arch (Re)insurance Business  5 
 

 Assessment of Standalone / Organic Alternatives      4  Benefits  Consideration  Description  Status Quo  Benefit from hardening reinsurance marketInitiatives in place to improve underwriting returns  Unclear catalyst to improve valuationUnlikely to address shareholder concernsMay elevate risk of shareholder activism  1  Ongoing operation of the business plan without significant changes  Renegotiation of Service Agreements  2  Could result in improved return profile, more in line with broader reinsurance peer groupBoth Arch and HPS motivated to see Watford succeed  Potential lack of negotiating leverageExisting agreements limit ability to terminate contractsRun-off key threatDoes not address broader strategic challenges  Ability to adjust key terms of service agreements, including fees paid to both Arch and HPS  De-risk Investment Portfolio  3  Ability to return capitalEnhances comparability to traditional reinsurersMay improve cost of equity which is elevated vs. traditional reinsurers, likely in part due to higher risk / volatility investment strategy  Lower returns / more difficult to achieve targeted returnsPotentially offset by capital returnDependent on support of HPS  Shift of investment portfolio from high-yield assets managed by HPS to investment grade bondsShift drives reduced capital requirements, providing opportunity to return capital  Arch Sidecar &De-risk Investment Portfolio  May improve cost of equity which is elevated vs. traditional reinsurersEnhance scaleFurther benefit from hard market  Shareholder patience to reinvest in reinsuranceBalance of capital deployment vs. capital return, particularly at current valuation  4  Shift of investment portfolio from high-yield assets managed by HPS to investment grade bondsShift drives reduced capital requirements, providing capital to write additional reinsurance business  Establish Non-Arch (Re)insurance Business  5  Create “franchise value” Would create optionality on renewal of Arch agreement  Difficult to pursue under current Arch agreementDependent on finding right team / targetLikely requires multi-year ramp-up pattern to prove out business modelDifficult to pursue as a public company  Build out independent insurance / reinsurance business from Arch, either via M&A or hiring 
 

 Assessment of Run-Off / M&A Alternatives      5  Benefits  Consideration  Description  Run-Off  6  Realization of value over near-term periodReadily achievable; not dependent on external factors (other than Arch)  Arch constraints may complicate ability to sell vehicle to run-off specialist (i.e., as would be financing transaction vs. providing ability to accelerate reserve releases)Contractual fees paid to Arch over run-off period (1% of reserves annually)Risk of some amount of capital becoming “stuck” until regulators release it  Place business into run-offProvides ability to return capital as business runs down  Sale  7  Realize immediate value for company at premium to current market price  Limited universe of partnersDeterrent factor of Arch / HPS agreementsLack of true franchise may limit interestPotentially difficult for run-off company to take on given Arch constraints  Sale of company to strategic or financial acquiror  Merger  8  Greater scale to improve returnsOpportunity to enhance platform  Limited universe of partners; other “total return” reinsurers as key candidatesAbility to reconcile existing Arch / HPS agreements with partners (large number of stakeholders)Desire to issue shares Strategic benefit / resolution of challenges?  Merger with partner to create larger platform 
 

 WTRE Stock Price Performance and P/BV Multiple    Stock Price ($)    Since WTRE Listing (x)  Source: Capital IQ, SNL Financial (08/11/2020)Notes:Total Return Peers include GLRE and TPRETraditional (Re)insurance Peers include ACGL, ARGO, AXS, RE, RNR and Y    6  Price / Book Value – WTRE vs. Peers  WTRE  Total Return Re. Peers (1)  Traditional Reinsurance Peers (2)  0.45x  0.98x  0.63x  WTRE Stock Price Performance Since Listing  All-Time High: $28.90  All-Time Low: $10.86  $17.46  Volume (Shares, MM)  All-Time High: 0.72x  All-Time Low: 0.27x 
 

 Comparison of Key Metrics    Price / Book Value  (x)  2021E ROE  (%)  Cost of Equity  (%)    7  Source: Company Filings, Capital IQ, SNL Financial (08/11/2020)Notes:Total Return Peers include GLRE and TPRETraditional (Re)insurance Peers include ACGL, AXS, RE, RNR and Y  WTRE    Total Return Re. Peers  (1)    Traditional Reinsurance Peers  (2)   
 

 Overview of Management Financial Projections    Projections developed by company management based on current operating model (i.e. status quo scenario)Assumed baseline combined ratio and management feesNo de-risking of portfolioNo sidecar  Premiums Written  ($MM)  Combined Ratio  (%)  Net Investment Assets and Average Yield  ($MM / %)  Net Income and ROAE  ($MM / %)    8  (0.3%)  6.0%  (0.7%)  4.2%  4.1%  4.0%  Net Yield:  (5.9%)  5.1%  (5.6%)  9.5%  11.6%  11.0%  ROAE: 
 

 Dividend Discount Model Summary    Projections based on Company Operating Model of status quo scenarioAssumed baseline combined ratio and management feesNo de-risking of portfolioNo sidecarDiscount rate of 10.0% based on Watford’s cost of equityExit multiple of 0.45x BVPS based on Watford’s current trading multiple(1)  Notes:As of 08/11/2020Includes loss reserve equity, senior notes, contingent redeemable preferred shares less intangible assets    9  (2) 
 

 Analysis of Standalone Alternatives      10  Status Quo  Renegotiate Existing Agreements  De-Risk Investment Portfolio  Arch Sidecar and De-Risk Inv. Portfolio  Description  3 point improvement to expense ratio35 bps reduction to investment management expense  Transfer $500MM from HPS to investment grade strategy  Transfer $500MM to investment gradeUse incremental capital to support larger reinsurance business  Baseline assumptions includingHardening marketAchievement of 10%+ ROE  1  4  3  2  Sensitivity Analysis  Key Metrics (2023E)  Combined Ratio: 99%ROAE: 11.0%Net Yield: 4.0%  Combined Ratio: 96%ROAE: 13.9%Net Yield: 4.2%  Combined Ratio: 99%ROAE: 9.8%Net Yield: 3.3%  Combined Ratio: 97%ROAE: 11.9%Net Yield: 3.1% 
 

 M&A Perspectives      11  Run-off a viable potential option, with Arch’s supportHowever, may be self-administered for a period vs. immediate third-party sale given Arch relationship dynamicsArch to receive run-off economics as part of service agreementMay limit run-off buyer interest given run-off model of optimizing claims activity (vs. pure financing)Ultimately, run-off will require exit option as business becomes increasingly sub-scaleSale options may be constrained by Arch service agreementMulti-year agreement with Arch, and Arch retains right to service run-off business in event of saleFew strategics likely to step into such an arrangement absent changesOngoing interest in insurance / reinsurance platforms, though requires reaching agreement with ArchTransactions for non-franchise / run-off companies have generally ranged from ~0.6x-1.0x P/TBV; multiples for franchise transactions in reinsurance space have generally ranged from ~0.8x-1.3x P/TBVMerger option exists, though universe of partners may be somewhat limited - and will likely require Arch cooperationThird Point Re / Sirius transaction as relevant precedentPotentially motivated counterparties in Greenlight Re, ABR and Harrington Re - and in the future, SiriusPointSeveral key questions for merger transaction:Are benefits created sufficient to drive a meaningful re-rating of stock? (i.e., does it improve meaningfully positioning vs. status quo?)Achievability given service agreements with investment/insurance partners (on both sides) 
 

 Run-Off Analysis    Projections based on Company Run-Off ModelAssumes business is sold after 5 years of run-offAssumes 100% asset reallocation to investment-grade assets upon run-offDiscount rate of 10.0% based on Watford’s cost of equityExit multiple of 0.80x BVPS based on precedent run-off dealsPresent discounted value of Arch run-off fees over 5 years: $42.9MM or $2.14/share  Notes:Based on 50% of net reserves    12  (1) 
 

 Appendix  Supporting Materials    13 
 

 Peer Trading Comparables    Source: Company Filings, Capital IQ, SNL Financial (08/11/2020)Notes:Reflects median annual combined ratio over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual combined ratios over the last 10 fiscal years, or since inception as appropriate Reflects median annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriate  Supporting Materials  14  (1)  (2)  (3)  (4) 
 

 Select Precedent Transactions (1 of 2)  Run-Off P&C Transactions  Limited publicly available data on P&C run-off transactionsOn a recent P&C run-off transaction Morgan Stanley worked on, bids were generally in the 0.85-1.00x range of tangible book valueGreenlight Re rumored to have rejected run-off bid at around ~0.9x P/BV in late 2019  15  Select Precedent Transactions  Source: Capital IQ, SNL Financial, Company Filings and MaterialsNotes:Deal value reflects implied value of 100% stake; book value and tangible book value reflect 12/31/2019 figures (nearest available)  (1)  (1)  (1) 
 

 Select Precedent Transactions (2 of 2)      16  Select Precedent Transactions  Supporting Materials  Source: Capital IQ, SNL Financial, Company Filings and MaterialsNotes:Represents premium paid to public shareholders; does not incorporate value to CMIHBook value and tangible book value reflect 2Q20 figures as referenced in Third Point investor presentation, which preceded Sirius earnings announcementPartnerRe 6/30/2015 book value adjusted for $315MM breakup fee payable to AXISUtilizes 2018E EPS (instead of NTM EPS) as NTM artificially low due to 4Q’17 losses  (3)  (3)  (2)  (2)  (1)  (4) 
 

   17  Cost of Equity Analysis  Watford Cost of Equity Analysis  Supporting Materials  Source: Capital IQ, SNL Financial (08/11/2020)   
 

 Third Point Re Merger with Sirius Group    Transaction Overview  On August 7, 2020, Third Point Re and Sirius Group announced plans to merge to create SiriusPointDeal values Sirius Group at $788MM(1)Transaction value represents ~80% of Sirius’ 2Q’20 TBVThird Point LLC to manage assets directly under the direction of SiriusPointDeal is expected to be accretive to EPS and ROE with limited book value dilutionSid Sankaran, former AIG CFO and Chief Risk Officer to be Chairman and CEO  Transaction Structure  Third Point to acquire 100% of Sirius GroupSirius shareholders will have ability to elect one of three options:$9.50 in cash per shareTPRe shares plus two year CVR which, taken together, guarantees that on the second anniversary of the closing date the electing shareholder will have received equity and cash of at least $13.73 per share on that datei) cash, ii) TPRe shares, iii) Series A preference shares, iv) five year warrants and v) upside share instrumentCMIH has agreed to elect option #3 and has agreed to a 9.9% voting cap and lockup agreementCMIH expected to own ~39%(2) of SiriusPointExisting excess cash and $125MM bridge loan commitment providing funding for cash consideration and other redemptionsDaniel S. Loeb, Third Point’s largest individual shareholder, to provide an equity commitment of $50MM  Expected Business Mix  Notes:Assumes all minority investors elect option 2 at $13.73 of value and CMIH elects option 3 based on 0.743x and TPRe share price of $8.15 (excludes warrants and upside share instrument as both are out of the money)Based on pro forma diluted shares outstanding (includes Series A preference shares)Includes cash and cash equivalents (including restricted cash)  Supporting Materials  18  2Q’20 GPW LTM $2.5Bn  78%  Insurance    22%  Reinsurance    $6.1BnTotal Invested Assets  (3)  Expected SiriusPoint Investment Mix  Third Point attempting to shift from “hedge fund reinsurer” model to more traditional reinsurance modelAcquired more traditional reinsurance business / platformHave actively de-risked investment portfolio over time   
 


 We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately.We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates.Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein.  19 
 

Exhibit (c)(4)

 Board of Directors Follow-Up  Project William  August 19, 2020 
 

 Section 1  Evaluation of Arthur Proposal    2 
 

   Terms  Comments  Price  $25.00 per share$500MM equity value(1)  Proposal represents:P/BV of 0.64xDiscount to initial investment of $40.00(2)13% discount to all-time high of $28.905% premium to $23.78 VWAP since direct listingPremium of 49% to current price(3)  Consideration  All cash  Crystalizes loss for initial shareholdersNo opportunity to participate in upsideEither as part of private investment in “new” Watford or as shareholder in ArthurProvides certainty on valueFull liquidity  Structure  Arthur and two private equity partners to acquire William  Unusual to negotiate sale with three partiesCreates risk regarding transaction certaintyNeed to better understand terms among parties and conditionalityNeed to understand constraints imposed by tax requirements  Partner Approvals  Approved by Arthur board and investment committees at two private equity firms  As a practical matter, have only approved basic termsWill ultimately need approval for definitive agreements, when / if reached  Initial Assessment of Arthur Verbal Indication    Evaluation of Arthur Proposal  3  Notes:Based on 20.0MM diluted shares outstanding as of 2Q’20Reflects price per share in March 2014 offeringBased on August 14, 2020 close price of $16.74/share 
 

   Comments  Timing  Can complete transaction in 2-3 weeksCited motivation to complete quickly given importance of January 1 renewalsOther drivers of timing unclear  Diligence  Not addressed in initial discussionArthur has had ongoing access to data roomShould confirm no material items outstandingWhere are partners in their diligence process?  Funding  Ability for Arthur to finance / guarantee completion?Sources / uses detail not provided  Third Party Approvals  What approvals are necessary and who bears risk?  Service Agreements  Arthur indicated potential room to move if have greater certainty around Henry contract and ability to lower allocationEconomics of Henry and Arthur agreements critical to overall value  Initial Assessment of Arthur Verbal Indication    Evaluation of Arthur Proposal  4 
 

 Preliminary Illustrative Responses to Arthur    Evaluation of Arthur Proposal  5  Valuation  1  $25 price not sufficiently compelling Offer of $25 per share represents:0.64x BVPS13% discount to all-time high of $28.90Substantial discount to sector multiplesRun-off transaction multiples of 0.40x-0.89x P/BV, implying $15.53 - $34.55Bermuda reinsurance transaction multiples of 0.52x -1.26x P/BV, implying $20.19 - $48.91Company has alternatives to drive higher values than this proposalOngoing scrutiny and pressure from activist investor  Form of Offer  Must be provided in writing to properly evaluateNeed substantially more detail around key items, including:StructureFundingDiligenceConditionality  Consideration / Structure  2  Ability for Arthur to sign / close transaction without equity commitment from PE firmsAbility for shareholders to participate in upside would be attractive  Execution / Terms  Merger vs. tender offerMajority of minority requirementAbility to improve price if reach favorable outcome with Henry  4  3 
 

 Section 2  Sensitivity Analyses    6 
 

 Hybrid Scenario  Dividend Discount Model Summary  Projections based on partial combination of scenarios presented in prior presentation as directed by managementAssumes 2 point reduction in fees to AUL: $13.5MM savings expected in 2021Adjustments to Henry assets: $9.4MM savings expected in 2021Assumes 35bp reduction to investment management expenseTransfer $500MM from Henry to investment grade strategyNo sidecarDiscount rate of 10.0% based on Watford’s cost of equityExit multiple of 0.45x BVPS based on Watford’s current trading multiple(1)  Notes:As of 08/11/2020Includes loss reserve equity, senior notes, contingent redeemable preferred shares less intangible assets  Sensitivity Analyses  7  (2) 
 

 Combined Ratio Sensitivity Analysis  Base Case vs. Hybrid Scenario  Base Case:Assumed baseline combined ratio and management feesNo de-risking of portfolioNo sidecarHybrid Scenario:Assumed 2 point reduction in fees to AUL and 35bp reduction to investment management expenseTransfer $500MM from Henry to investment grade strategyNo sidecarDiscount rate of 10.0% based on Watford’s cost of equity  Sensitivity Analyses  8  Base Case  Hybrid Scenario 
 

 Run-Off Reserve Sensitivity    Outcome of run-off scenario dependent on existing reserves and the actual payout of lossesTo assess impact of adverse or favorable development, showing a range of +/- 10% reserve chargeAssumes reserve charge is taken in Q3 2020 and run-off with existing reservesPresent discounted value of Arch run-off fees over 5 years: $39.5 - $46.3MM or $1.98 - $2.31/share  Sensitivity Analyses  9  Run-Off Reserve Development 
 

 Appendix  Supporting Materials    10 
 

 Peer Trading Comparables    Source: Company Filings, Capital IQ, SNL Financial (08/11/2020)Notes:Reflects median annual combined ratio over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual combined ratios over the last 10 fiscal years, or since inception as appropriate Reflects median annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriate  Supporting Materials  11  (1)  (2)  (3)  (4)         
 

 Select Precedent Transactions (1 of 2)  Run-Off P&C Transactions  Limited publicly available data on P&C run-off transactionsOn a recent P&C run-off transaction Morgan Stanley worked on, bids were generally in the 0.85-1.00x range of tangible book valueGreenlight Re rumored to have rejected run-off bid at around ~0.9x P/BV in late 2019  12  Select Precedent Transactions  Source: Capital IQ, SNL Financial, Company Filings and MaterialsNotes:Deal value reflects implied value of 100% stake; book value and tangible book value reflect 12/31/2019 figures (nearest available)  (1)  (1)  (1)     
 

 Select Precedent Transactions (2 of 2)      13  Select Precedent Transactions  Supporting Materials  Source: Capital IQ, SNL Financial, Company Filings and MaterialsNotes:Represents premium paid to public shareholders; does not incorporate value to CMIHBook value and tangible book value reflect 2Q20 figures as referenced in Third Point investor presentation, which preceded Sirius earnings announcementPartnerRe 6/30/2015 book value adjusted for $315MM breakup fee payable to AXISUtilizes 2018E EPS (instead of NTM EPS) as NTM artificially low due to 4Q’17 losses  (3)  (3)  (2)  (2)  (1)  (4)   
 

 Top 20 Current Active Institutional Investors (1)    14  Top 20 Institutional Holders by Investment Style (1)  WTRE Ownership Momentum  Institutional Ownership As of 2Q’20  Source: Thomson  Notes:As of 2Q'2020; excludes index funds and broker-dealers    Increase in ownership by ≥ 5%    Decrease in ownership by ≥ 5%  Supporting Materials 
 

   15  Cost of Equity Analysis  Watford Cost of Equity Analysis  Supporting Materials  Source: Capital IQ, SNL Financial (08/11/2020)   
 

 We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately.We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates.Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein.  16 
 

Exhibit (c)(5)

 Board of Directors Follow-Up  Project William  August 24, 2020 
 

 Executive Summary    Key assumptions on Base Case scenario:Steady state premium of $680MM (at 30% BCAR ratio)Run-rate combined ratio of 99%Net investment yields of ~4.0%Run-rate ROE of ~11%By comparison, Hybrid scenario with Arthur and Henry expense reductions and reallocation of $500MM from HY to IG, results in:Same level of steady state premium ($680MM) and BCARRun-rate combined ratio of 97% (due to 2 combined ratio point lower Arthur expenses)Net investment yields of ~3.4%, driven by reallocation of $500MM of assets to IG strategiesIncremental capital return of ~$130MM in 2021 driven by asset reallocationRun-rate ROE of ~12%DCF outcomes:$26.39 for Base Case scenario at 10% discount rate and 0.45x terminal multiple$29.55 for Hybrid scenario at 10% discount rate and 0.45x terminal multiplePotential for improvement on either discount rate and/or terminal multiple given higher ROE and lower investment riskWhile ultimate outcome market dependent, as illustrative example, 9% discount rate and 0.60x terminal multiple improve result from $29.55 to $34.26DCF outcomes highly sensitive to combined ratio outcome – ~$3 differential for 2 point movement in combined ratio in both Base Case and Hybrid scenariosRun-off scenario assumes 5-year self-run-off with sale at end of year 5:Capital is returned to shareholders as business runs off, other than cash needed to repay debtArthur receives ~$55MM over run-off period to support run-offDCF value suggests $27.23 valuation at 10% discount rate and 0.80x terminal multipleSensitive to initial reserves; 5% change in results leads to +/- $3 change in run-off valuation    2 
 

 Overview of Base Case Projections    Base Case projections developed by company management based on current operating model (i.e., status quo scenario)Assumed baseline combined ratio and management feesNo de-risking of portfolioNo sidecar  Premiums Written  ($MM)  Combined Ratio  (%)  Net Investment Assets and Average Yield  ($MM / %)  Net Income and ROAE  ($MM / %)    3  (0.3%)  6.0%  (0.7%)  4.2%  4.1%  4.0%  Net Yield:  (5.9%)  5.1%  (5.6%)  9.5%  11.6%  11.0%  ROAE: 
 

 Base Case - Dividend Discount Model Summary    Discount rate of 10.0% based on William’s cost of equityExit multiple of 0.45x BVPS based on William’s current trading multiple(1)  Notes:As of 08/11/2020Includes loss reserve equity, senior notes, contingent redeemable preferred shares less intangible assets    4  (2) 
 

 Overview of Hybrid Scenario Projections    Company management has developed this Hybrid scenario as the optimal standalone / organic pathBased on partial combination of scenarios presented in prior presentation as directed by managementAssumes 2 point reduction in fees to AUL: $13.5MM savings expected in 2021Adjustments to Henry assets: $9.4MM savings expected in 2021Assumes 35bp reduction to investment management expenseTransfer $500MM from Henry to investment grade strategyNo sidecar  Premiums Written  ($MM)  Combined Ratio  (%)  Net Investment Assets and Average Yield  ($MM / %)  Net Income and ROAE  ($MM / %)    5  (0.3%)  6.0%  (1.0%)  3.5%  3.5%  3.4%  Net Yield:  (5.9%)  5.1%  (5.4%)  9.7%  12.9%  12.0%  ROAE:  (0.7%)  4.2%  4.1%  4.0%  Base Case:  (5.6%)  9.5%  11.6%  11.0%  Base Case:  Base Case:  104%  101%  99%  99% 
 

 Hybrid Scenario - Dividend Discount Model Summary    Discount rate of 10.0% based on William’s cost of equityExit multiple of 0.45x BVPS based on William’s current trading multiple(1)  Notes:As of 08/11/2020Includes loss reserve equity, senior notes, contingent redeemable preferred shares less intangible assets    6  (2) 
 

 Combined Ratio Sensitivity Analysis  Base Case vs. Hybrid Scenario  Base Case:Assumed baseline combined ratio and management feesNo de-risking of portfolioNo sidecarHybrid Scenario:Assumed 2 point reduction in fees to AUL and 35bp reduction to investment management expenseTransfer $500MM from Henry to investment grade strategyNo sidecarDiscount rate of 10.0% based on William’s cost of equity    7  Base Case  Hybrid Scenario 
 

 Overview of Run-Off Analysis    Projections based on Company Run-Off ModelAssumes business is sold after 5 years of run-offAssumes 100% asset reallocation to investment-grade assets upon run-off  Reserves  ($MM)  Equity  (%)  Dividends  ($MM / %)  Fees Paid to Arthur  ($MM / %)    8  Notes:Excess capital retained to fund debt maturity of $175MM in 2023  (1)  (1) 
 

 Run-Off Analysis - Dividend Discount Model Summary    Discount rate of 10.0% based on William’s cost of equityExit multiple of 0.80x BVPS based on precedent run-off dealsPresent discounted value of Arthur run-off fees over 5 years: $42.9MM or $2.14/share  Notes:Based on 50% of net reserves    9  (1) 
 

 Run-Off Reserve Sensitivity    Outcome of run-off scenario dependent on existing reserves and the actual payout of lossesTo assess impact of adverse or favorable development, showing a range of +/- 10% reserve chargeAssumes reserve charge is taken in Q3 2020 and run-off with existing reservesPresent discounted value of Arthur run-off fees over 5 years: $39.5 - $46.3MM or $1.98 - $2.31/share    10  Run-Off Reserve Development 
 

 Appendix  Supporting Materials    11 
 

 Peer Trading Comparables    Source: Company Filings, Capital IQ, SNL Financial (08/11/2020)Notes:Reflects median annual combined ratio over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual combined ratios over the last 10 fiscal years, or since inception as appropriate Reflects median annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriate  Supporting Materials  12  (1)  (2)  (3)  (4)         
 

 Select Precedent Transactions (1 of 2)  Run-Off P&C Transactions  Limited publicly available data on P&C run-off transactionsOn a recent P&C run-off transaction Morgan Stanley worked on, bids were generally in the 0.85-1.00x range of tangible book valueGreenlight Re rumored to have rejected run-off bid at around ~0.9x P/BV in late 2019  13  Select Precedent Transactions  Source: Capital IQ, SNL Financial, Company Filings and MaterialsNotes:Deal value reflects implied value of 100% stake; book value and tangible book value reflect 12/31/2019 figures (nearest available)  (1)  (1)  (1)     
 

 Select Precedent Transactions (2 of 2)      14  Select Precedent Transactions  Supporting Materials  Source: Capital IQ, SNL Financial, Company Filings and MaterialsNotes:Represents premium paid to public shareholders; does not incorporate value to CMIHBook value and tangible book value reflect 2Q20 figures as referenced in Third Point investor presentation, which preceded Sirius earnings announcementPartnerRe 6/30/2015 book value adjusted for $315MM breakup fee payable to AXISUtilizes 2018E EPS (instead of NTM EPS) as NTM artificially low due to 4Q’17 losses  (3)  (3)  (2)  (2)  (1)  (4)   
 

   15  Cost of Equity Analysis  William Cost of Equity Analysis  Supporting Materials  Source: Capital IQ, SNL Financial (08/11/2020)   
 


 We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately.We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates.Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein.  16 
 


Exhibit (c)(6)


 Summary of Arthur Proposal  Project William  August 28, 2020 
 

     2  Summary of Arthur Proposal  Parties to Proposal  Arch Capital Group, Ltd.Kelso & CompanyWarburg Pincus LLCCollectively, the “Consortium”  Purchase Price  $25.00 per Share, or 0.65x P/TBV at 6/30/2020 Assumes no dividends paid from 06/30/2020 to close, and that debt and preferred stay in place  Consideration  100% cash  Acquiror  Newly formed Bermuda vehicle capitalized by Consortium  Strategy  Stabilize William’s ratings profile, eliminating risk of potential downgradeEliminate exposure to current investment portfolio’s volatilityPrivate ownership more suited for underwriting strategy  Conditions  Approval of Arthur board of directors and investment committees of Kelso and Warburg PincusSatisfactory completion of due diligenceExecution of definitive documentation  Financing  100% equity financedClosing would not be contingent on financing  Timing  Believe they can complete due diligence and finalize definitive agreement within 3 weeks 
 

   3  William Stock Price Analysis  Since William Listing  Source: Capital IQ, SNL Financial (08/21/2020)  10/29/2019: All-Time High of $28.90  5/14/2020: All-Time Low of $10.86  $16.40  2/19/2020 (Pre-COVID S&P500 High): $24.42  Stock Price ($)  Volume (Shares, MM)  $25.76Pre-COVID Listing-to-Date VWAP  $25.00Arthur Proposal 
 

 We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately.We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions
prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates.Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein.  4 
 

Exhibit (c)(7)

 Board of Directors Follow-Up  Project William  September 4, 2020 
 

 Summary of Revised Verbal Offer and Key Points Raised    Subsequent to receiving Watford’s letter and feedback from Morgan Stanley, Goldman Sachs met with the consortium, including Arch’s board of directors    2  Revised Offer  Alternatives  Investment Portfolio  Business Plan / Ratings  Provided revised verbal offer of $27 per share in cashNoted it represents an 8% improvement vs. original $25 offer60% premium to current, represents 0.69x P/BV at 6/30/2020Decided to provide improved, non-public offer in hopes of completing transactionSuggested private equity investors argued to make $25 offer public  Challenged Watford’s practical ability to pursue alternativesDid not raise run-off  Investment portfolio raised as a key source of concernAcknowledged improvement in value since March, but see potential for further volatilityChallenged value attributed to post-6/30 book value improvement, as would want to diligence the marks and understand risks  Believe business plan is highly uncertain if company’s ratings remain on watch or are downgradedCounterparties may be wary of placing of business or demand collateralNoted that if this transaction is not successful, may pursue sidecar strategy, which could constrain the amount of business offered to Watford beyond the requirements of the service agreement  Rollover  Reiterated prior rejection of ability of current Watford holders to participate / roll  Arch Relationship  Took umbrage regarding reference to fees paid to Arch as believe were for services renderedHowever, did not attempt to dispute high combined ratio 
 

 Watford Re Stock Price Analysis    Stock Price Performance since Watford Re ListingStock Price ($), Volume (Shares, MM)    Source: Capital IQ, SNL Financial (09/03/2020)  Notes:1. Period ending 02/19/2020    3  10/29/2019: All-Time High of $28.90  5/14/2020: All-Time Low of $10.86  $16.87  ~140k sharesPre-COVID Average Daily Volume  ~70k sharesPost-COVID Average Daily Volume  $25.76Listing-to-COVID VWAP  2/19/2020 (COVID): $24.42 
 

 Watford Re Trading Multiple Performance        Source: Capital IQ, SNL Financial (09/03/2020)  Notes:Traditional (Re)insurance Peers include ACGL, AXS, RE, RNR and Y    4  01/01/2015 – 09/03/2020 (x)  Price / Book Value  (1)  0.43x  0.62x  0.60x  0.94x 
 

 Precedent Reinsurance Transactions    Source: Capital IQ, SNL Financial, Company Filings and MaterialsNotes:Book value and tangible book value reflect 2Q20 figures as referenced in Third Point investor presentation, which preceded Sirius earnings announcementPartnerRe 6/30/2015 book value adjusted for $315MM breakup fee payable to AXIS    5  (1)  (2)  (1)  (2) 
 

 Standalone Alternatives: Sensitivity Analysis  Base Case vs. De-Risked Investment Portfolio Scenario    6  De-Risk Investment Portfolio  Description  Transfer $500MM from HPS to investment grade strategy  Baseline assumptions includingHardening marketAchievement of 10%+ ROE at 99% combined ratio  Base Case  Sensitivity:Cost of Equity / Terminal Multiple  Sensitivity:Combined Ratio / Terminal Multiple  Does not include investment gains of $3.17/share from June 30 to August 12 
 

 Run-Off Analysis: Sensitivities     Projections based on Company Run-Off ModelAssumes business is sold after 5 years of run-offAssumes 100% asset reallocation to investment grade assets upon run-offOutcome of run-off scenario dependent on existing reserves and the actual payout of lossesTo assess impact of adverse or favorable development, showing a range of +/- 10% reserve chargeAssumes reserve charge is taken in Q3 2020 and run-off with existing reserves    7  Run-Off Reserve Development Sensitivity  Cost of Equity Sensitivity  Does not include investment gains of $3.17/share from June 30 to August 12 
 

 Appendix  Supporting Materials    8 
 

 Base Case - Dividend Discount Model Summary    Discount rate of 10% based on Watford’s cost of equityExit multiple of 0.43x BVPS based on Watford’s current trading multiple(1)  Notes:As of 09/03/2020Includes loss reserve equity, senior notes, contingent redeemable preferred shares less intangible assets  Supporting Materials  9  (2)  Does not include investment gains of $3.17/share from June 30 to August 12 
 

 Run-Off Analysis - Dividend Discount Model Summary    Discount rate of 10% based on Watford’s cost of equityExit multiple of 0.80x BVPS based on precedent run-off dealsPresent discounted value of Arch run-off fees over 5 years: $43.5MM or $2.17/share  Notes:Based on 50% of net reserves  Supporting Materials  10  (1)  Does not include investment gains of $3.17/share from June 30 to August 12 
 

   11  Cost of Equity Analysis  Watford Cost of Equity Analysis  Supporting Materials  Source: Capital IQ, SNL Financial (09/03/2020)   
 

 We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately.We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates.Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein.  12 
 


Exhibit (c)(8)

 Discussion Materials  Project William  September 16, 2020 
 

 Analysis at Various Prices    Notes:Includes July and August estimated income of $3.63/shareAssumes 0.80x P/BV exit multiple at year fiveIncludes July trading gains of $34.4MM, July OCI gains of $6.2MM and August trading gains of $24.3MM    2 
 

 We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately.We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates.Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein.  3 
 


Exhibit (c)(9)

 Discussion Materials  Project William  September 20, 2020  CONFIDENTIAL 
 

 Overview of Proposed Transaction Structure    Purchase Price and Adjustment Mechanism  Purchase price of $32 per share, plus/minus adjustments described belowReference Metrics:Adjusted Starting Book Value (“ASBV”):Signing book value per share ($42.45 at 8/30)Less: Cost of HPS Non-Investment Grade Hedge (per share)Adjusted Closing Book Value (“ACBV”):Adjusted Starting Book ValuePlus: Change in HPS Non-Investment Grade Portfolio between 8/30/2020 and closing (per share)If ACBV is within ±10% of ASBV, no change to purchase priceIf ACBV is 10% or more higher than ASBV, dollar for dollar upward adjustment to purchase price of ACBV – 1.1 * ASBVIf ACBV is 10% or more lower than ASBV, dollar for dollar downward adjustment to purchase price of 0.9 * ASBV - ACBVMutual walkaway right if ACBV is 20% or more lower than ASBVBreak fee paid to Watford in event transaction does not close to fully reimburse for the cost of the hedgeWatford will put a hedge in place to protect against decreases in value in the HPS non-investment grade portfolio to increase likelihood of transaction closing within 10% rangePut spread hedge approach on HYG/CDX HY with ~6 month term, executed at signing    2  Hedge Approach  CONFIDENTIAL 
 

 Illustration of Purchase Price Adjustment and Hedge Impact  Hedge: (5.5)% - (20.0)% of HPS Non-IG ((10.0)% - (36.7)% of Book Value)  Key assumptions:Hedge structured to pay out max of $218MM (26.7% of post-hedge book value)Hedge expense assumed to be $26MMBook value adjustment occurs vs. post-hedge book value ($41.14)    3  Represents market movement over net assets between 4Q’19 and 1Q’20 (excl. investment income)      CONFIDENTIAL  Hedge Corridor 
 

     Source:     4  Purchase Price Illustration  Purchase Price per Share vs. Change in Value of HPS Non-IG Portfolio  $  CONFIDENTIAL 
 

 Assessing Basis Risk of Hedge    Quarterly Return Profile    Correlation/Beta Analysis      5  CONFIDENTIAL 
 

 Appendix  Additional Materials    6 
 

 Illustration of Purchase Price Adjustment and Hedge Impact  Alternative 1: (5.5)% - (15.0)% of HPS Non-IG ((10.0)% - (27.4)% of Book Value)  Key assumptions:Hedge structured to pay out max of $142MM (17.4% of post-hedge book value)Hedge expense assumed to be $22MMBook value adjustment occurs vs. post-hedge book value ($41.34)  Additional Materials  7    Represents market movement over net assets between 4Q’19 and 1Q’20 (excl. investment income)    CONFIDENTIAL  Hedge Corridor 
 

 Illustration of Purchase Price Adjustment and Hedge Impact  Alternative 2: (5.5)% - (11.0)% of HPS Non-IG ((10.0)-(20.0)% of Book Value)  Key assumptions:Hedge structured to pay out max of $83MM (10% of post-hedge book value)Hedge expense assumed to be $17MMBook value adjustment occurs vs. post-hedge book value ($41.61)  Additional Materials  8    Represents market movement over net assets between 4Q’19 and 1Q’20 (excl. investment income)    CONFIDENTIAL  Hedge Corridor 
 


Exhibit (c)(10)

 Discussion Materials  Project William  September 23, 2020 
 

 Analysis at Various Prices    Notes:Includes July and August estimated income of $3.63/shareAssumes 0.80x P/BV exit multiple at year fiveIncludes July trading gains of $34.4MM, July OCI gains of $6.2MM and August trading gains of $24.3MM    2 
 

 Potential Transaction Structures – $30  Key Objectives: 1) Maximization of Price, 2) Certainty of Price, 3) Form of Consideration    3  Unhedged Transaction  Hedged Transaction  Key transaction terms:Fixed price of $30Buyer has termination right below 36% of book valueOption for existing investors to elect equity rollover of up to 15% of equity value; minimum roll of $500K per investor  Key transaction terms:Fixed price of $30Buyer has termination right below 20% of book valueOption for existing investors to elect equity rollover of up to 15% of equity value; minimum roll of $500K per investorWatford to implement hedge with cost of $26MM, covering -5.5-20% downside on HPS non-IG portfolio 
 

 Hedge Illustration – $30  Hedge: (5.4)% - (20.0)% of HPS Non-IG ((10)% - (36)% of Book Value)  Key assumptions:Hedge structured to pay out max of $218MM Hedge expense assumed to be $26MMBook value adjustment occurs vs. post-hedge book value ($41.14)Walkaway once losses exceed (20%) down on HPS portfolio    4  Represents market movement over net assets between 4Q’19 and 1Q’20 (excl. interest income)      Hedge Corridor 
 

 Potential Transaction Structures – $31  Key Objectives: 1) Maximization of Price, 2) Certainty of Price, 3) Form of Consideration    5  Unhedged Transaction  Hedged Transaction  Key transaction terms:Fixed price of $31Buyer has termination right below 36% of book valueOption for existing investors to elect equity rollover of up to 15% of equity value; minimum roll of $500K per investor  Key transaction terms:Fixed price of $31Buyer has termination right below 20% of book valueOption for existing investors to elect equity rollover of up to 15% of equity value; minimum roll of $500K per investorWatford to implement hedge with cost of $26MM, covering -5.5-20% downside on HPS non-IG portfolio 
 

 Hedge Illustration – $31  Hedge: (5.4)% - (20.0)% of HPS Non-IG ((10)% - (36)% of Book Value)  Key assumptions:Hedge structured to pay out max of $218MMHedge expense assumed to be $26MMBook value adjustment occurs vs. post-hedge book value ($41.14)Walkaway once losses exceed (20%) down on HPS portfolio    6  Represents market movement over net assets between 4Q’19 and 1Q’20 (excl. interest income)      Hedge Corridor 
 



Exhibit (c)(11)

 Discussion Materials  Project William  September 27, 2020 
 

 Summary of Bid History      2    August 16:Verbal offer of $25 per share  Consortium Offers  Counter Offers  September 9:Counteroffer of $32 with $30-34 collar  August 26:Written offer of $25 per share  September 3:Verbal offer of $27 per share  September 15:Verbal offer of $28.25 per share  September 20:Counteroffer of $32 per share with walkaway and hedge structure  September 22:Offer of $30 per share with risk share structure to down 20% ($25.76) with walkaway  September 24:Counterproposals at $31 – both fixed at 36% walkaway and with hedge at 10% walkaway  September 26:Offer of $30 per share with walkaway at book value (down ~29% in BV)  August  September  Consistently included equity rollover option 
 

 Summary of Updated Consortium Proposal      3  Price  Consideration  Arch CFO Francois Morin and Goldman Sachs separately communicated to Jon Levy and Morgan Stanley the consortium’s revised offer on September 26Re-iterated it is their final offer  Fixed price of $30.00 per shareRepresents 0.71x P/BV using $42.28 BVPS at 8/30/2020  100% cashRejected rollover option, citing:Limited value for shareholdersOngoing cost of managing small investorsLong private placement processInability to exclude investors / concerns around certain investors coming into the rollover  Walkaway  Consortium walkaway right if closing book value per share is below $30.00Closing book value defined as:Starting book value per share ($42.28 at 8/30/2020)Plus/Less: Unrealized and realized gains/losses in the non-investment grade portfolio 
 

 Stock Price Performance    Stock Price Performance since Watford Re ListingStock Price ($), Volume (Shares, MM)    Source: Capital IQ, SNL Financial (09/25/2020)  Notes:1. Period ending 02/19/2020    4  10/29/2019: All-Time High of $28.90  5/14/2020: All-Time Low of $10.86  $22.02  ~140k sharesPre-COVID Average Daily Volume  ~90k sharesPost-COVID Average Daily Volume  $25.76Listing-to-COVID VWAP  2/19/2020 (COVID): $24.42  $30.00Offer Price 
 

 Source: Capital IQ, SNL Financial (09/25/2020), Company Filings    5  Run-Off Sensitivity Analysis: Existing Contract Through 2025; Sale at 0.80x BV After  Peer P/BV Multiples  10% Discount Rate  8% Discount Rate    Total Return Reinsurance    Traditional Reinsurance  Run-Off Analysis and Peer Trading 
 

   Select Precedent Final Premium to Initial Offer Squeeze-Outs    Insurance Squeeze-Out: Final Premiums / (Discount) to Initial Offer  Source: Capital IQ, Company Filings    6  Median: 10.5  Tender  Merger  Tender  Tender  Tender  Merger  Merger  Merger  Merger  Merger  Tender  Merger  Tender  Tender      $30 Offer Price 
 

 Illustration of Proposed Walkaway Mechanic    Proposed walkaway at $30 per share / 1.0x P/BV corresponds to:16.3% decline in HPS non-IG portfolio29.0% decline in book value    7  Represents market movement over net assets between 4Q’19 and 1Q’20 (unrealized and realized gains/losses ex. interest income)    Condition to close that BVPS is > $30Closing mechanic to provide 3 months from satisfaction of all other precedents to achieve BVPS closing condition  Potential Structural Protection     
 

 Analysis at Various Prices        8 
 

 We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately.We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document does not constitute and should not be considered as any form of financial opinion or recommendation by us or any of our affiliates. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates.Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates or other applicable entities, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd., Mitsubishi UFJ Morgan Stanley Securities Co., Ltd., Morgan Stanley Asia Limited, Morgan Stanley Australia Securities Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc Seoul Branch and/or Morgan Stanley Canada Limited Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein.  9 
 


Exhibit (c)(12)

 Presentation to the Board of Directors  Project William  October 8, 2020 
 

 Executive Summary    2  Board began review of strategic alternatives in July 2020Review included broad set of alternatives, including standalone strategy (including possible re-negotiation of agreements with key partners), run-off, and saleWhile strategic review was ongoing, Consortium led by Arthur with two private equity partners approached Company with $25.00 bid on August 16, 2020Arthur a 12.6% holder of William common equity and has 2 board seats; Arthur's directors have recused themselves from all deliberations and votes regarding the Consortium's offerAfter multiple rounds of negotiations, Arthur offered $31.00 per share on October 1, 2020 and subsequently bid $31.10 per share on October 2, 2020Penultimate bid was subject to 24-hour “fuse” and Board determined it incorporated a credible walkaway threatIn order to expedite transaction timing, the two private equity partners will not be parties to the acquisition with WIlliamDuring the process, Edward also emerged as interested partySubsequent to public rumors of Arthur bid at $26, increased its stake from 5.1% to 9.1% and filed updated 13-DAfter initial outreach, provided bid of $31.00 on September 30, 2020 which was publicly filed; diligence supporting the bid was entirely based on publicly available informationArthur indicated that they would not be inclined to work cooperatively with Edward should Edward acquire WilliamSent follow-up letter on October 5 and filed updated 13-D with letterBoard ultimately elected to pursue Arthur bid at $31.10 on October 2 (Arthur bid on a stand-alone basis, with possible sale of equity interest to other members of the Consortium post-closing) 
 

 Summary of Bid History    August 16: Verbal offer from Consortium of $25 per shareAugust 26: Written offer from Consortium of $25 per shareSeptember 3: Verbal offer from Consortium of $27 per shareSeptember 8: Public leak of Consortium interest at $26 per shareSeptember 9: Counteroffer of $32 with $30-34 collar based on performance of non-IG portfolio, with equity rollover electionSeptember 15: Verbal offer from Consortium of $28.25 per shareSeptember 20: Counteroffer of $32 per share with walkaway and hedge structure based on performance of non-IG portfolio, with equity rollover electionSeptember 22: Offer from Consortium of $30 per share with risk share structure with 20% walkaway based on performance of non-IG portfolioSeptember 24: Counterproposals at $31 – both fixed at 36% walkaway and with hedge at 10% walkaway, with equity rollover electionSeptember 26: Offer from Consortium of $30 per share with walkaway at book value (down ~29% in BV)September 29: Counteroffer at $31 per share with walkaway at book valueSeptember 30: Edward offer of $31 per shareBased solely on public information; indicated it would need 2-3 weeks to complete its diligenceIndicated willingness to assume existing contracts, but also a desire to enter into discussions with Arthur and Henry around potential contract terminationFiled its offer letter with updated 13-D on October 1October 1: Arthur offers $31 per share with walkaway at book valueProvided William with 24 hours to accept proposal or Arthur would walk awayIndicated they could reach signed transaction in 3-4 daysSuggested they are not willing to enter into bidding war with Edward, and were not going to facilitate Edward acquisition of WilliamOctober 2: Counteroffer of $32 per share with walkaway at book valueRejected by Arthur; offered final price of $31.10 which was ultimately acceptedOctober 5: Edward follow-up letter receivedRequested ability to conduct due diligenceIndicated it may be able to offer a higher price following diligence    3  After initial bid of $25 per share, 6 revised proposals from Arthur, resulting in $31.10 per share proposal (+24% improvement) 
 

 Based on Draft Agreement Dated 10/8/2020    4  Summary of Terms  Use the 2 columns  Where is the $42.28/share as at 8/30?VDR “Project William Supplement – July August Investment Income Update” has $42.45 as at 8/31  Parties to Proposal  Arthur  Fixed price of $31.10 per share  Termination  12 month termination date with 3 month extension for non-investment grade asset loss conditionArthur can terminate if Board changes its recommendationWilliam can terminate transaction if presented with a superior proposal; William to pay a termination fee of [•]%  Acquiror  Newly formed Bermuda vehicle capitalized by Consortium  Strategy  Stabilize William’s ratings profile, eliminating risk of potential downgradeEliminate exposure to current investment portfolio’s volatilityPrivate ownership more suited for underwriting strategy  Conditions  No MAEWilliam shareholder approvalHSR and insurance regulatory approvalsLosses on non-investment grade assets are less than $238MMOther customary conditions  Financing  Arthur to use available cashClosing would not be contingent on financing  Consideration  100% Cash  Purchase Price 
 

 Transaction Metrics      5  Implied Transaction Metrics  Source: Capital IQ (10/07/2020)Notes:Based on 20.0MM fully diluted shares outstanding as of 06/30/2020, per Company ManagementUnaffected date of 09/08/2020; reflects 52-week trading range prior to unaffected dateIncludes July and August estimated income per Company Management 
 

 Summary of Valuation Analysis  Notes:Based on 20.0MM fully diluted shares outstanding as of 6/30/2020, per Company Management; values rounded to nearest $0.25Reflects 52-week trading range prior to unaffected date (09/08/2020)2021E earnings projections based on street consensus as of 10/07/2020Based on Company Management projectionsBased on Company Management projections; terminal multiple range reflects P/BV range of precedent run-off transactions    6  Unaffected Price(09/08/2020):$17.87  Offer Price:$31.10   
 

   Stock Price Performance since Listing  Stock Price ($), Volume (MM Shares)  Source: Capital IQ, SNL Financial (10/07/2020) Notes:1. Period ending 02/19/2020    7  5/14/2020: All-Time Low of $10.86  $30.27  ~140k sharesPre-COVID Average Daily Volume  ~65k sharesPost-COVID Average Daily Volume  $25.76Listing-to-COVID VWAP  $31.10Offer Price  9/9/2020 (Leak): $22.309/8/2020 (Unaffected): $17.87  10/29/2019: All-Time High of $28.90  2/19/2020 (COVID): $24.42    Post-Leak  ~384k sharesPost-Leak   
 

   William Stock Price Performance vs. Peers  Since William Listing    8  Stock Price Performance since William Listing  03/28/2019 – 10/07/2020 (%)  Source: Capital IQ (10/07/2020)Notes:Total Return Reinsurance Peers include GLRE and TPRETraditional Reinsurance Peers include ACGL, AXS, RE, RNR and Y  +12.1%  (7.9%)  (33.4%)  William  Total Return Re. Peers (1)  Trad’l Rein. Peers (2)    Post-Leak  2/19/2020 (COVID): (10%) Listing To Date  9/9/2020 (Leak)Stock price down ~34% pre-leak 
 

   Trading Multiples: P / BV  01/01/2015 – 10/07/2020 (x)  Source: SNL Financial (10/07/2020)Notes:Total Return Reinsurance Peers include GLRE and TPRETraditional Reinsurance Peers include ACGL, AXS, RE, RNR and Y    9  William  Total Return Re. Peers (1)  Trad’l Rein. Peers (2)    Post-Leak  0.78x  0.91x  0.55x  9/9/2020 (Leak)P/BV (pre-leak): 0.46x  William initial listing on 3/28/2019 
 

 Peer Trading Comparables    Source: SNL Financial, Capital IQ (10/07/2020), Company FilingsNotes:Reflects median annual combined ratio over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual combined ratios over the last 10 fiscal years, or since inception as appropriate Reflects median annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriate    10  (1)  (2)  (3)  (4) 
 

 Source:   Source:   Source:   Source:   11  Historical & Projected Financial Highlights  Forecasted Financials Per Management Projections    Premiums Written($MM)  ($MM)  Combined Ratio  (%)  Net Investment Assets and Average Yield($MM)  ($MM / %)  Net Income and ROAE($MM)  ($MM / %)  (0.3%)  6.0%  2.3%  4.3%  4.1%  4.1%  Net Yield:  (5.7%)  5.1%  2.1%  9.1%  11.6%  11.0%  ROAE:  10.3%  4.1%  14.3%  (0.9%)  Key Assumptions reflected in Management Projections, per Company Management:Dependent on favorable resolution of potential downgrade from AM BestDependent on Arthur to achieve growth in 2020 business plan and achieve improved combined ratios (although Arthur has expressed concerns about achievability of plan given potential ratings downgrade)Further assumes ongoing market hardening and dependent on no further worsening of macro environment from COVID-19 impactsNo changes to existing agreements with Arthur, based on Arthur declining to amend agreements  Source: Company Management 
 

 Standalone Dividend Discount Model Summary  Based on Company Management Projections  Valuation as of 12/31/2020Includes market value gains through 8/31/2020 per Company ManagementBase case financial projections as provided by Company Management Capital target set at 30% BCAR ratioDiscount rate of 10% based on cost of equity analysis(1)  Notes:Cost of equity calculated using beta as of unaffected date of 09/08/2020 and current risk-free rate as of 10/07/2020Includes loss reserve equity, senior notes, contingent redeemable preferred shares less intangible assets    12  (2) 
 

 Run-Off Analysis - Dividend Discount Model Summary  Based on Company Management Projections  Valuation as of 12/31/2020Includes market value gains through 8/31/2020 per Company ManagementDiscount rate of 10% based on cost of equity analysis(1)Exit multiple of 0.80x BVPS based on precedent run-off deals(2)  Notes:Cost of equity calculated using beta as of unaffected date of 09/08/2020 and current risk-free rate as of 10/07/2020Based on 50% of net reservesTerminal multiple range reflects P/BV range of precedent run-off transactions; 0.80x reflects midpoint of range    13  (2)  (2)  (3) 
 

 Precedent Transactions  Run-Off Transactions – P&C  Source: Capital IQ, SNL Financial, Company Filings and Materials    14  Notes:Deal value and multiples based on the combined value and book value of Downlands Liability Management and Hartford Financial Products International Limited  (1) 
 

 Premiums Paid for U.S. Public Targets (1)(2)  Transactions of $100MM or More  All Cash Consideration  25-Year Avg: 38.3% S&P 500 (3)  Source:   Source:     15  Notes:Includes announced bids for control of U.S. public targets with an aggregate value of $100MM or more; excludes terminated transactions, ESOPs, self-tenders, spin-offs, share repurchases, minority interest transactions, exchange offers, recapitalizations, and restructurings. Includes transactions announced on or before 06/30/2020Annual amounts based on mean of percentage premiums paid over unaffected stock price which is defined as stock price four weeks prior to the earliest of the deal announcement; announcement of a competing bid; and market rumorsS&P 500 indexed to closing price on the last trading day of 1996  Source: Refinitiv (06/30/2020) 
 

   16  Cost of Equity Analysis: CAPM Method  William Cost of Equity Analysis    Source: Capital IQ, SNL Financial (betas as of unaffected date of 09/08/2020, current risk-free rate as of 10/07/2020)  Peer Levered Betas:GLRE:1.22TPRE:1.25Average: 1.23 
 

 We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately.We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. Our use of such assumptions and information does not imply that we have independently verified or necessarily agree with any of such assumptions or information, and we have assumed and relied upon the accuracy and completeness of such assumptions and information for purposes of this document. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, in relation to the accuracy or completeness of the information contained in this document or any oral information provided in connection herewith, or any data it generates and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. We and our affiliates and our and their respective officers, employees and agents expressly disclaim any and all liability which may be based on this document and any errors therein or omissions therefrom. Neither we nor any of our affiliates, or our or their respective officers, employees or agents, make any representation or warranty, express or implied, that any transaction has been or may be effected on the terms or in the manner stated in this document, or as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are based on financial, economic, market and other conditions prevailing as of the date of this document and are therefore subject to change. We undertake no obligation or responsibility to update any of the information contained in this document. Past performance does not guarantee or predict future performance.We have (i) assumed that any forecasted financial information contained herein reflects the best available estimates of future financial performance, and (ii) not made any independent valuation or appraisal of the assets or liabilities of any company involved in any proposed transaction, nor have we been furnished with any such valuations or appraisals. The purpose of this document is to provide the recipient with an explanation of the basis upon which Morgan Stanley is issuing a financial opinion letter in relation to the proposed transaction. This document should be read in conjunction with and is subject to the terms of such financial opinion. This document supersedes any previous documents or presentations delivered by Morgan Stanley to the recipient in connection with the proposed transaction.This document and the information contained herein do not constitute an offer to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this document. This document is not a research report and was not prepared by the research department of Morgan Stanley or any of its affiliates.Notwithstanding anything herein to the contrary, each recipient hereof (and their employees, representatives, and other agents) may disclose to any and all persons, without limitation of any kind from the commencement of discussions, the U.S. federal and state income tax treatment and tax structure of the proposed transaction and all materials of any kind (including opinions or other tax analyses) that are provided relating to the tax treatment and tax structure. For this purpose, "tax structure" is limited to facts relevant to the U.S. federal and state income tax treatment of the proposed transaction and does not include information relating to the identity of the parties, their affiliates, agents or advisors.This document is provided by Morgan Stanley & Co. LLC and/or certain of its affiliates, which may include Morgan Stanley Realty Incorporated, Morgan Stanley Senior Funding, Inc., Morgan Stanley Bank, N.A., Morgan Stanley & Co. International plc, Morgan Stanley & Co. Limited, Morgan Stanley Bank International (Milan Branch), Morgan Stanley Saudi Arabia, Morgan Stanley South Africa (PTY) Limited, Morgan Stanley Securities Limited, Morgan Stanley Bank AG, Morgan Stanley MUFG Securities Co., Ltd, Mitsubishi UFJ Morgan Stanley Securities Co., Ltd, Morgan Stanley India Company Private Limited, Morgan Stanley Asia Limited, Morgan Stanley Australia Limited, Morgan Stanley Asia (Singapore) Pte., Morgan Stanley Services Limited, Morgan Stanley & Co. International plc, Seoul Branch, Morgan Stanley Canada Limited, Banco Morgan Stanley S.A. and/or Morgan Stanley, SV, SAU. Unless governing law permits otherwise, you must contact an authorized Morgan Stanley entity in your jurisdiction regarding this document or any of the information contained herein.  17 
 


Exhibit (c)(13)

 Presentation to the Board of Directors  Project William  November 1, 2020 
 

 Executive Summary    2  Board began review of strategic alternatives in July 2020Review included broad set of alternatives, including standalone strategy (including possible re-negotiation of agreements with key partners), run-off, and saleWhile strategic review was ongoing, Consortium led by Arthur with two private equity partners approached Company with $25.00 bid on August 16, 2020Arthur a 12.6% holder of William common equity and has 2 board seats; Arthur's directors have recused themselves from all deliberations and votes regarding the Consortium's offerAfter multiple rounds of negotiations, Arthur offered $31.00 per share on October 1, 2020 and subsequently bid $31.10 per share on October 2, 2020Penultimate bid was subject to 24-hour “fuse” and Board determined it incorporated a credible walkaway threatIn order to expedite transaction timing, the two private equity partners are not parties to the acquisition with WilliamDuring the process, Edward also emerged as interested partySubsequent to public rumors of Arthur bid at $26, increased its stake from 5.1% to 9.1% and filed updated 13-DAfter initial outreach, provided bid of $31.00 on September 30, 2020 which was publicly filed; diligence supporting the bid was entirely based on publicly available informationArthur indicated that they would not be inclined to work cooperatively with Edward should Edward acquire WilliamSent follow-up letter on October 5 and filed updated 13-D with letterBoard ultimately elected to pursue Arthur bid at $31.10 on October 2 (Arthur bid on a stand-alone basis, with possible sale of equity interest to other members of the Consortium post-closing)Company signed and announced a definitive merger agreement with Arthur on October 9, with a price of $31.10 per shareEdward sent another public follow-up letter on October 15, providing bid of $34.50 per shareBoard determined that Edward letter might reasonably lead to superior proposal; subsequently granted Edward access to diligence in accordance with the terms of the merger agreementOn October 27, Arthur offered $35.00 per share voting agreement conditioned on reaching an agreement with Edward supporting the transaction at the increased price 
 

 Summary of Bid History    August 16: Verbal offer from Consortium of $25 per shareAugust 26: Written offer from Consortium of $25 per shareSeptember 3: Verbal offer from Consortium of $27 per shareSeptember 8: Public leak of Consortium interest at $26 per shareSeptember 9: Counteroffer of $32 with $30-34 collar based on performance of non-IG portfolio, with equity rollover electionSeptember 15: Verbal offer from Consortium of $28.25 per shareSeptember 20: Counteroffer of $32 per share with walkaway and hedge structure based on performance of non-IG portfolio, with equity rollover electionSeptember 22: Offer from Consortium of $30 per share with risk share structure with 20% walkaway based on performance of non-IG portfolioSeptember 24: Counterproposals at $31 – both fixed at 36% walkaway and with hedge at 10% walkaway, with equity rollover electionSeptember 26: Offer from Consortium of $30 per share with walkaway at book value (down ~29% in BV)September 29: Counteroffer at $31 per share with walkaway at book valueSeptember 30: Edward offer of $31 per shareBased solely on public information; indicated it would need 2-3 weeks to complete its diligenceIndicated willingness to assume existing contracts, but also a desire to enter into discussions with Arthur and Henry around potential contract terminationFiled its offer letter with updated 13-D on October 1October 1: Arthur offers $31 per share with walkaway at book valueProvided William with 24 hours to accept proposal or Arthur would walk awayIndicated they could reach signed transaction in 3-4 daysSuggested they were not willing to enter into bidding war with Edward, and were not going to facilitate Edward acquisition of WilliamOctober 2: Counteroffer of $32 per share with walkaway at book valueRejected by Arthur; offered price of $31.10 which was ultimately acceptedOctober 5: Edward follow-up letter receivedRequested ability to conduct due diligenceIndicated it may be able to offer a higher price following diligenceOctober 9: Merger Agreement with Arthur signed and announced with price of $31.10 per shareOctober 15: Edward offers $34.50 per shareOctober 16: Board determined Edward offer might lead to superior proposal and granted Edward ability to pursue due diligenceOctober 27: Arthur offers $35 per share; conditioned on reaching an agreement with Edward to vote its shares in favor of Arthur transaction; Edward has not yet agreed, and its agreement will be needed to finalize this deal    3  After initial bid of $25 per share, 7 revised proposals from Arthur, resulting in $35 per share proposal (40% improvement) 
 

 Based on Draft Agreement Dated 10/31/2020    4  Summary of Terms  Parties to Proposal  Arthur  Fixed price of $35 per share  Termination  12 month termination date with 3 month extension for non-investment grade asset loss conditionArthur can terminate if Board changes its recommendationWilliam can terminate transaction if presented with a superior proposal; William to pay a termination fee of 4.0%  Conditions  No MAEWilliam shareholder approvalHSR and insurance regulatory approvalsLosses on non-investment grade assets are less than $208MMOther customary conditions  Financing  Arthur to use available cashClosing not contingent on financing  Consideration  100% Cash  Purchase Price 
 

 Transaction Metrics      5  Implied Transaction Metrics  Source: Capital IQ (10/30/2020)Notes:Based on 20.0MM fully diluted shares outstanding as of 06/30/2020, per Company ManagementUnaffected date of 09/08/2020; reflects 52-week trading range prior to unaffected date 
 

 Summary of Valuation Analysis  Notes:Based on 20.0MM fully diluted shares outstanding as of 6/30/2020, per Company Management; values rounded to nearest $0.25Reflects 52-week trading range prior to unaffected date (09/08/2020)2021E earnings projections based on street consensus as of 10/30/2020Based on Company Management projectionsBased on Company Management projections; terminal multiple range reflects P/BV range of precedent run-off transactions    6  Unaffected Price(09/08/2020):$17.87  Revised Proposal:$35.00  Oct. 9 Merger Agreement:$31.10 
 

   Stock Price Performance since Listing  Stock Price ($), Volume (MM Shares)  Source: Capital IQ (10/30/2020)Notes:1. Period ending 02/19/2020    7  5/14/2020: All-Time Low of $10.86  $36.00  ~140k sharesPre-COVID Average Daily Volume(1)  ~65k sharesPost-COVID Average Daily Volume  $25.76Listing-to-COVID VWAP(1)  $35.00Revised Proposal  9/9/2020 (Leak): $22.309/8/2020 (Unaffected): $17.87  10/29/2019: All-Time High of $28.90  2/19/2020 (COVID): $24.42  ~450k sharesPost-Leak  10/9/2020: Arthur & William announce sale at $31.10 per share  10/15/2020: Edward sends follow-up letter with $34.50 per share bid    Post-Leak 
 

   William Stock Price Performance vs. Peers  Since William Listing    8  Stock Price Performance since William Listing  03/28/2019 – 10/30/2020 (%)  Source: Capital IQ (10/30/2020)Notes:Total Return Reinsurance Peers include GLRE and TPRETraditional Reinsurance Peers include ACGL, AXS, RE, RNR and Y  +33.3%  (8.5%)  (32.4%)  William  Total Return Re. Peers (1)  Trad’l Rein. Peers (2)    Post-Leak  2/19/2020 (COVID): (10%) Listing-to-Date  9/9/2020 (Leak)Stock price down ~34% pre-leak  10/9/2020: Arthur & William announce sale at $31.10 per share 
 

   Trading Multiples: P / BV  01/01/2015 – 10/30/2020 (x)  Source: SNL Financial (10/30/2020)Notes:Total Return Reinsurance Peers include GLRE and TPRETraditional Reinsurance Peers include ACGL, AXS, RE, RNR and Y    9  William  Total Return Re. Peers (1)  Trad’l Rein. Peers (2)    Post-Leak  0.83x  0.93x  0.56x  William initial listing on 3/28/2019  9/9/2020 (Leak)P/BV (pre-leak): 0.46x  10/9/2020: Arthur & William announce sale at $31.10 per share 
 

 Peer Trading Comparables    Source: SNL Financial, Capital IQ (10/30/2020), Company FilingsNotes:Reflects median annual combined ratio over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual combined ratios over the last 10 fiscal years, or since inception as appropriate Reflects median annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriate    10  (1)  (2)  (3)  (4) 
 

 Source:   Source:   Source:   Source:   11  Historical & Projected Financial Highlights  Forecasted Financials per Management Projections    Premiums Written($MM)  ($MM)  Combined Ratio  (%)  Net Investment Assets and Average Yield($MM)  ($MM / %)  Net Income and ROAE($MM)  ($MM / %)  (0.3%)  6.0%  2.3%  4.3%  4.1%  4.1%  Net Yield:  (5.7%)  5.1%  2.1%  9.1%  11.6%  11.0%  ROAE:  10.3%  4.1%  14.3%  (0.9%)  Key Assumptions reflected in Management Projections, per Company Management:Dependent on favorable resolution of potential downgrade from AM BestDependent on Arthur to achieve growth in 2020 business plan and achieve improved combined ratios (although Arthur has expressed concerns about achievability of plan given potential ratings downgrade)Further assumes ongoing market hardening and dependent on no further worsening of macro environment from COVID-19 impactsNo changes to existing agreements with Arthur, based on Arthur declining to amend agreements  Source: Company Management 
 

 Standalone Dividend Discount Model Summary  Based on Company Management Projections  Valuation as of 12/31/2020Includes market value gains through 8/31/2020 per Company ManagementBase case financial projections as provided by Company Management Capital target set at 30% BCAR ratioDiscount rate of 10% based on cost of equity analysis(1)  Notes:Cost of equity calculated using beta as of unaffected date of 09/08/2020 and current risk-free rate as of 10/30/2020Includes loss reserve equity, senior notes, contingent redeemable preferred shares less intangible assets    12  (2) 
 

 Run-Off Analysis - Dividend Discount Model Summary  Based on Company Management Projections  Valuation as of 12/31/2020Includes market value gains through 8/31/2020 per Company ManagementDiscount rate of 10% based on cost of equity analysis(1)Exit multiple of 0.80x BVPS based on precedent run-off deals(2)  Notes:Cost of equity calculated using beta as of unaffected date of 09/08/2020 and current risk-free rate as of 10/30/2020Terminal multiple range reflects P/BV range of precedent run-off transactions; 0.80x reflects midpoint of rangeBased on 50% of net reserves    13  (3)  (2) 
 

 Precedent Transactions  Run-Off Transactions – P&C  Source: Capital IQ, SNL Financial, Company Filings and Materials    14  Notes:Deal value and multiples based on the combined value and book value of Downlands Liability Management and Hartford Financial Products International Limited  (1) 
 

 Premiums Paid for U.S. Public Targets (1)(2)  Transactions of $100MM or More  All Cash Consideration  25-Year Avg: 38.3% S&P 500 (3)  Source:   Source:     15  Notes:Includes announced bids for control of U.S. public targets with an aggregate value of $100MM or more; excludes terminated transactions, ESOPs, self-tenders, spin-offs, share repurchases, minority interest transactions, exchange offers, recapitalizations, and restructurings. Includes transactions announced on or before 06/30/2020Annual amounts based on mean of percentage premiums paid over unaffected stock price which is defined as stock price four weeks prior to the earliest of the deal announcement; announcement of a competing bid; and market rumorsS&P 500 indexed to closing price on the last trading day of 1996  Source: Refinitiv (06/30/2020) 
 

   16  Cost of Equity Analysis: CAPM Method  William Cost of Equity Analysis    Source: Capital IQ, SNL Financial (beta as of unaffected date of 09/08/2020, current risk-free rate as of 10/30/2020)  Peer Levered Betas:GLRE:1.19TPRE:1.25Average: 1.22 
 

 We have prepared this document solely for informational purposes. You should not definitively rely upon it or use it to form the definitive basis for any decision, contract, commitment or action whatsoever, with respect to any proposed transaction or otherwise. You and your directors, officers, employees, agents and affiliates must hold this document and any oral information provided in connection with this document in strict confidence and may not communicate, reproduce, distribute or disclose it to any other person, or refer to it publicly, in whole or in part at any time except with our prior written consent. If you are not the intended recipient of this document, please delete and destroy all copies immediately.We have prepared this document and the analyses contained in it based, in part, on certain assumptions and information obtained by us from the recipient, its directors, officers, employees, agents, affiliates and/or from other sources. 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Exhibit (c)(14)


                           STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Board MaterialsGoldman Sachs & Co. LLCAugust 3rd, 2020  Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.  Project William 
 

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 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Arch has Considered Several Factors in its  Assessment of Watford  Watford’s public market price has been influenced by a range of factorsCurrent macroeconomic environment, including COVID-19 impactActivist investment / actionsThere are only three research analysts that publish on the companySince listing, Watford has traded between 0.3x and 0.7x P/B  Hedge fund reinsurance model is out of favor— The few comparable companies are facing pressures, trade at a significant discount to book value, and investors are not giving credit for the total return model  Source: CapIQ and Bloomberg as of 31-July-2020.        1        2        3 Watford’s shareholders would benefit from the transactionPotential premium to current stock priceElimination of existing rating agency risks and investment portfolio volatility exposure  3 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Snapshot of Watford Business Model and  Structure  Summary Overview of Watford  Key Historical Financials  GPW Mix (2019)    $mm  2017  2018  2019  1Q20  2Q20  Income Statement            GPW  $ 600  $ 735  $ 755  $ 235  $ 158  NPE  532  579  557  140  132  Underwriting Income  $(67)  $(26)  $(54)  $(6)  $(11)  Net Interest Income  87  108  116  28  27  Investment Gains / Losses  1  (114)  24  (291)  172    Summary Statistics  Inception  2014    CEO  Jonathan Levy    AMB Rating  A- / Under Review    P/E ’21E / P/TBV  4.9x / 0.43x  Financial Metrics  TBV (2Q20)  $769mm    GPW (2019)  $755mm    Pre-Tax Income (2019)  $63mm  (Re)ins. Strategy  (Re)insurance Manager  Arch Underwriters Ltd.    (Re)insurance Strategy  High frequency / Low severity,excess / cat  Investment Manager  Investment Manager  Arch Investment Managers HPS Investment Partners  Total GPW: $755mm  Pre-Tax Profit  $ 11  $(35)  $ 63  $(267)  $ 190  Net Income (Common)  $(9)  $(55)  $ 45  $(268)  $ 189  Balance Sheet            Invested Assets  $ 2,496  $ 2,738  $ 2,709  $ 2,513  $ 2,639  Shareholders' Equity  948  890  872  564  776  KPIs            COR  112.6 %  104.5 %  109.7 %  104.4 %  108.0 %  ROE  (0.9)%  (5.7)%  4.8 %  NM  28.2 %                Casualty Re37%  Source: AM Best, SNL Financial, Watford filings; market data as of 31-Jul-2020.  4  Specialty Re 16%  Property CAT Re  2%  Insurance Programs & Coinsurance 45% 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Financial Performance Over Time($ in millions, except per share data)  Source: Watford filings  Net Investment Income    (Fav) / Adv  2015  2016  2017  2018  2019  Q1 2020  Q2 2020  PYD (0.2)%  0.7 %  6.9 %  (0.4)%  4.3 %  (0.1)%  (0.2)%    Loss Ratio    Expense Ratio  Combined Ratio    Book Value Per Share    Net Income to Common        P&L Unrealized Gains (Losses)  N/A  $ 105  $ 0 $(109)  $ 32 $(285)  $178        $ 42.21 $ 41.79 $ 39.22 $ 43.49$ 36.61  $ 28.21  $ 38.82  2015 2016 2017 2018 2019 Q1 2020 Q2 2020        $(34)  $ 127  $(9)  $(55)  $ 45  $(268)2019 Q1 2020 Q2 2020  $ 189  2015  2016  2017  2018                                                            69.8 %  68.7 %  82.1 %  76.2 %  81.4 %  79.0 %  79.7 %  32.3 %  33.1 %  30.4 %  28.2 %  28.3 %  25.4 %  28.3 %  102.1 %  101.8 %  112.5 %  104.5 %  109.7 %  104.4 %  108.0 %            $(8)  $ 73  $(6)  $ 128  $(263)  10.3$ 146  %  4.1 %  (0.3)%  6.0 %  (0.7)%(0.8)%  14.2 %  5.8 %  (0.2)%  6.8 %  13.1 %10.0 %$ 199  (13.0)%(17.4)%2019 Q1 2020 Q2 2020      Net Investment Yield¹ - Total    2015 2016 2017 2018Net Investment IncomeNet Investment Yield¹ - Non-IG  1 Net investment yield defined as Net investment income return on average net assets.  5 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION                                Healthcare 16%  Financials19%Consumer Services 17%  Technology  16%  Industrials 10%  O&G 5%ConsumerGoods 8%  Other9%  Overview of Non-Investment Grade Portfolio  As of Q2 2020  Product Breakdown  Ratings Breakdown  Historical Investment Returns (As Reported)  Term Loan & Bonds by Industry  Equities by Industry  Source: Watford filings1 Excludes equities and non-rated investments. 2 Excludes equities non-sector specific. 3 Net assets defined as total investments, accrued investment income and receivables for securities sold, less revolving            Total: $1.8bn  Total: $1.6bn1  Total: $1.3bn  Total: $0.1bn2                        Term Loan Investments 47%  Corporate Bonds 20%  STInvestments15%  Equities 7%ABS9%  Other2%                        A+ 17%  BBB 8%  BB 6%  B 43%  CCC 22%  CC & Below 4%                        Healthcare 24%  credit agreement borrowings, payable for securities purchased and payable for securities sold short.  6  Financials 66%  Industrials OtherTechnology 1% 1%8%                                                                                                                                Net Interest Income Yield (Net Assets)3  Non-Investment Grade Portfolio  Investment Grade Portfolio  Net Investment Income Return (Net Assets)3  Non-Investment Grade Portfolio  Investment Grade Portfolio  Net Investment Income Return (Total Assets)  2015 2016 2017 2018 2019 Avg.6.3 % 6.3 % 4.9 % 5.4 % 5.4 % 5.7 %7.2 % 8.5 % 6.3 % 7.0 % 6.8 % 7.2 %NA 0.4 1.1 1.9 2.5 1.5(0.7)% 10.3 % 4.1 % (0.3)% 6.0 % 3.9 %(0.8)% 14.2 % 5.8 % (0.2)% 6.8 % 5.2 %NA (0.4) (0.1) 0.9 3.9 1.1(0.6)% 8.0 % 3.2 % (0.2)% 4.6 % 3.0 %  Q1 2020 Q2 20201.4 % 1.4 %1.7 % 1.8 %0.5 0.4(13.0)% 10.0 %(17.4)% 13.1 %0.8 1.6(10.1)% 7.7 %  Non-Investment Grade Portfolio  (0.7)%  10.2 %  4.5 %  (0.1)%  5.7 %  3.9 %  (14.9)%  10.6 %  Investment Grade Portfolio  NA  (0.4)  (0.1)  0.9  3.9  1.1  0.8  1.6 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Overview  Credit Rating Agency Perspectives (A. M. Best)  Under Review | Implication: Negative      “Operating performance has beenrelatively volatile, mainly due to  unrealized capital gains (losses) on the investment portfolio. Watford implements  an alternative asset strategy and, as such, its investment performance is inherently more volatile than most peers. However, the company’s focus on fixed-income assets has consistently generated steady interest income, which has partially mitigated volatility.”May 1, 2020    Ratings action taken following Watford Re’s announcement that Q1 2020 earnings will be impacted by material investment losses  Due to investment market volatility following the economic shutdown related to COVID-19Primarily composed of unrealized mark-to-market lossesin non-investment-grade fixed-income portfolioAs a result, Watford Re suffered a material decline in risk-adjusted capitalization (BCAR) from Q4 2019 to Q1 2020  Positive  Negative  Under review with negative implications status expected to be resolved when risk-adjusted capitalization is restored  A significant deterioration in the group's performanceNegative rating actions could also arise if risk-adjusted capitalization were to deteriorate materially due to a decline in the value of the investment portfolio  Select AM Best Commentary         “AM Best will evaluate on an ongoingbasis Watford’s risk-adjusted capitalization and invested asset valuations when information is available.  Drivers   Further rating actions could be taken if AM Best believes Watford’s financial strength continues to decay or does not stabilize in a reasonable amount of time. Further rating action may also be taken if AM Best  Watford’s balance sheetoperating performance,  believes strength, business  profile, or enterprise risk  management is no longer able to support its current rating levels.”May 1, 2020    Source: AM Best announcement (01-May-2020)  7 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      Historical Stock Price PerformanceSince First Day of Trading  Capital Returns Management sent letter to Board (15-May-2020)  0  500  $ 16.411,000  1,500  2,000  2,500  3,000  $10  $20  $30  Mar-2019  Jun-2019  Aug-2019  Nov-2019Volume  Feb-2020Watford  Apr-2020  Jul-2020  Volume (000)  Closing Price (USD)        Listing Price:$ 27.00  Source: Bloomberg. Market data as of 31-Jul-2020.  8 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Relative Stock Price PerformanceSince First Day of Trading  Source: Bloomberg and Capital IQ as of 31-July-2020 ¹ Hedge Fund Reinsurers: include TPRE and GLRE.2 Assumes closing prices of 14-May-2020, one day prior to date of activist letter.  52-Week High / Low:High:$28.43Low:$11.54      40%  60%  80%  100%  120%  140%  160%  180%  Mar-2019  Jun-2019  Sep-2019  Nov-2019  Feb-2020  May-2020  Jul-2020  Indexed Price    Watford    Hedge Fund Reinsurers¹    S&P 500 Index  16.6 %  (33.1)%(35.8)%  Performance (%)  Since Activist Letter2  Since Market Sell Off ³  3M  6M  1Y  Since WTRE Listing  WatfordHedge Fund Reinsurers¹ S&P 500 Index  40.3 % 7.6 14.7  (31.7)%(30.5)(2.0)  32.9 % 2.2 12.3  (24.9)%(29.4)1.4  (13.4)%(22.7)9.8  (35.8)%(33.1)16.6    3 Represents 21-Feb-2020.  9 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Relative Valuation Over Time (1/2)P/BV and P/TBV | Since First Day of Trading  P/BV (in. AOCI)  P/TBV (in. AOCI)        Watford    Hedge Fund Reinsurers¹        0.0x  0.2x  0.4x  0.6x  0.8x  1.0x  1.2x  Mar-2019  Jul-2019  Nov-2019  Mar-2020  Jul-2020  P/B Multiple (incl. AOCI)  0.58 x  0.42 x   Average 3M 6M 1Y Since Listing   Watford 0.53 x 0.50 x 0.55 xHedge Fund Reinsurers 0.57 0.58 0.64  0.57 x 0.66                0.0x  0.2x  0.4x  0.6x  0.8x  1.0x  1.2x  Mar-2019  Jul-2019  Nov-2019  Mar-2020  Jul-2020  P/TBV Multiple (incl.AOCI)  0.58 x  0.43 x   Average 3M 6M 1Y Since Listing   WatfordHedge Fund Reinsurers  0.54 x 0.51 x 0.56 x0.57 x 0.58 x 0.64 x  0.58 x0.66 x          Source: CapIQ, Bloomberg and IBES as of 31-July-2020 ¹ Hedge Fund Reinsurers: include TPRE and GLRE.  10 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Relative Valuation Over Time (2/2)P/E FY2 | Since First Day of Trading          0x  2x  4x  6x  8x  10x Average 3M 6M 1Y Since Listing   Mar-2019  Jun-2019  Sep-2019  May-2020  Jul-2020  FY2 P/E Multiple    Watford    Nov-2019 Feb-2020Hedge Fund Reinsurers¹  Source: CapIQ, Bloomberg and IBES as of 31-July-2020 ¹ Hedge Fund Reinsurers: include TPRE and GLRE.  11  5.4 x4.9 x  WatfordHedge Fund Reinsurers¹  4.2 x 4.3 x 5.7 x4.6 4.4 4.9  5.9 x 4.9 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Current Reinsurance Trading Multiples($ in millions, except per share data)  Source: Cap IQ, company filings, IBES estimates. Note: Market data as of 31-Jul-2020.  Watford Re  $ 16.41  $ 328  57.7 %  4.9 x  0.42 x  0.43 x  (30.5)%  9.5 %  A-  Under Review (Negative)  0.0 %  Hedge Fund Reinsurers                        Third Point Re $ 7.79 $ 739      68.3 %  NA  0.60 x  0.60 x  NA  NA  A-  Negative  0.0 %  Greenlight Re 6.46 249      58.9  5.4  0.57  0.57  NA  NA  A-  Negative  0.0  Median - Hedge Fund Reinsurers      63.6 %  5.4 x  0.58 x  0.58 x  NA  NA      0.0 %  Other For Reference: Traditional Reinsurers                        Arch  $ 30.75  $ 12,783  63.8 %  12.3 x  1.14 x  1.21 x  5.6 %  11.4 %  A+  Stable  0.0 %  RenaissanceRe  180.38  9,361  89.2  11.7  1.37  1.43  5.8  11.4  A+  Stable  0.8  Everest Re  218.79  8,887  75.0  9.1  1.04  1.04  6.7  10.5  A+  Stable  2.8  Alleghany  522.32  7,501  63.6  14.7  0.95  1.13  NA  NA  A+  Stable  0.0  Axis  40.12  3,457  59.7  8.5  0.81  0.87  1.4  11.7  A+  Negative  4.1  Sirius  7.18  850  62.4  8.0  0.58  0.95  NA  NA  A-  Negative  0.0      Closing  Equity  Calendarized          LTM    Price  Market  % of 52 P/E   P/B P / TBV  ROE    Credit Ratings1  Dividend  Company  31-Jul-20  Cap  Wk. High 2021E  (in. AOCI) (in. AOCI)  2020E  2021E  FSR Outlook  Yield  Median - Other For Reference: Traditional Reinsurers 63.7 % 10.4 x 1.00 x 1.08 x 5.7 % 11.4 % 0.4 %          1 AM Best for Watford Re and hedge fund reinsurers. S&P for traditional reinsurers.  12 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Historical Level of M&A Control Premiums  U.S. | All Industries M&A Transactions $0.3-1.0bn 1-Day Average Historical Control Premia¹  All Cash  Source: Refinitiv Eikon SDC as of Jul-2020 Note: Includes completed transactions.    All Considerations          37 %  44 %  32 %  31 %  39 %  47 %  43 %  24 %  33 %  21 %  24 %  2010  2011  2012  2013  2014  2015  2016  2017  2018  2019  2020YTD  Since 2010 Median: 33 % L2Y Median: 22 %        30 %  ¹ Average premia drawn from Thomson Reuters sample of transactions $0.3bn - $1.0bn across all industries. Excludes premia >500%.  13  42 %  34 %  28 %  35 %  34 %  34 %  23 %  18 %  21 %  29 %  2010  2011  2012  2013  2014  2015  2016  2017  2018  2019  2020YTD  Since 2010 Median: 30 %  L2Y Median: 25 % 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Historical Share Trading PricesWatford Re  Shares Traded at Various Prices  Source: Bloomberg and Cap IQ. Market data as of 31-Jul-20.    WTRE Historical Prices6M YTD        Since Listing  YTD  ($)  3M  1Y  Since Listing  Average $ 15.22  $ 16.76  $ 17.86  $ 21.14  $ 22.38  High 18.45  24.42  25.94  28.43  28.43  Low 11.54  11.54  11.54  11.54  11.54  ADTV ('000s)            Value  $ 827.11  $ 1,324.42  $ 1,465.82  $ 2,793.09  $ 2,908.21  # of Shares  56.1  77.0  79.5  121.8  122.2      800  1,600  2,400  3,200  4,000  11.54to 14.41  14.42  17.3  20.18  23.06to 25.94  Volume (000)  Weighted Average Price: $18.43      5,000  14  10,000  15,000  20,000  25,000  30,000  11.54to 14.91  14.92  18.3  21.67  25.05to 28.43  Volume (000)  Weighted Average Price: $23.79 
 

 STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Equity Research Analyst Perspectives  Research Analyst Histogram  Research Analyst Target Prices  Source: IBES Estimates, CapIQ, and DataStream as of 31-July-2020Note: Brokers with 12 month target prices have been included          “Roughly 68% of WTRE’s $2.5 billion asset portfolio is allocated to non-investment grade assets. Although the portfolio’s high current income component can partially offset some of the credit losses likely to emerge in the current stressed economic environment, we are cautious on WTRE’s credit exposure as most of the portfolio was built up in recent years when terms/conditions offered in the market have generally loosened, especially for term loans”JP Morgan, May 5, 2020      “…Watford’s long-term relationship with Arch Capital provides it access to a broad spectrum of quality business, while its partnership with HPS provides a non-investment grade, credit-focused strategy that has produced above-average investment returns with below-average volatility over the long run. We believe Watford should show strong earnings growth over the next 18-24 months”JMP Securities, May 5, 2020      “Although WTRE is less exposed to direct COVID-19 claims than other re/insurers, we think that some amount of COVID-related casualty losses are likely to emerge over time”JP Morgan, May 5, 2020  Analyst Commentary    Broker  Recommendation  Date  Target Price($)  Upside /Downside (%)  JMP Securities  Buy  5-May-20  $ 25.00  52.3 %  JPM  Hold  6-Jul-20  20.00  21.9  Anonymous  Hold  15-Jul-20  15.00  (8.6)  Median      $ 20.00  21.9 %                                                  50%  50%  40%  50%  33%  33%  33%  50%  50%  60%  50%  67%  67%  67%  0.00  5.00  10.00  25.00  30.00  0%  20%  40%  60%  80%  100%  Sep-19  Jan-20    Jul-19Buy    Nov-19Hold      Mar-20 May-20 CurrentSell Price (USD)  20.00$ 16.4115.00    4          4 5 4 3    3    3  15 
 

 STRICTLY PRIVATE & CONFIDENTIAL  16  WORKING DRAFT FOR DISCUSSION  Key Issues to Consider  Q2 results, and investor reaction to underwriting and investment performanceDue diligence of investment portfolioPotential timetableDetermination of potential offer price 

 

Exhibit (c)(15)

   STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  Proposal AssessmentGoldman Sachs & Co. LLCSeptember 2020  Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.  Project William 
 



     STRICTLY PRIVATE & CONFIDENTIAL  2  WORKING DRAFT FOR DISCUSSION  Disclaimer  These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the senior management of the Recipient (the "Company") in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidenti

     STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION  William Proposal Assessment  William Proposal  $32.00 per share, with + /- $2.00 collar based on Non-Investment Grade Portfolio Performance between signing and closing  — At $42.45 BVPS,implies 0.75x P/BV  — $2.00 downside stock price protection corresponds to $40mm of Willam value (~20mm shares)  — Implies $53mm of protection from book value deterioration due to investment losses  — $53mm represents~3% of $1.8bn Non- Investment Grade Portfolio  Implications / Alt
ernatives of Illustrative Collar for Consortium Proposal  Latest Consortium Proposal: $27.00 per share, assuming $2.10 for Disaster Hedge  Resultant gross price: $27.00 + $2.10 = ~$29.10 (excl. unwind costs, reserve adjustments, higher capital charge, and deal fees / expenses)Value implications of introducing a $2.00 per share collar:    Resultant gross price: $27.00 + ~$1.68 = ~$28.68  Resultant gross price: $27.00 + ~$0.84 = ~$27.84  — Considerations:  Put spread is at the money so there is a high sensitivity to correlation assumptions. If equities go down but the BV does not, the Consortium will still have to pay out the putCould potentially use combination of put spread on S&P and HYCDXA sold put spread may introduce new collateral / margining requirements  Other considerations:Determination of optimal hedge notional, e.g., gross vs. repositioned assetsImpact of centering collar on current portfolio BV (vs. roll forward): if markets do not move, but William collects investment income in excess of defaults, claims, and expenses, the Consortium will end up paying a higher price solely due to passage of time, rather than any improvement in the portfolioImpact of any unhedged currency risks (if any material assets / liabilities not in USD)  Source: William filings, William VDR documents, Verbal proposal from MS / William, Last Offer from Consortium, Summary of disaster hedge costs from Warburg. William BVPS as of 31-Aug per William Supplement. Note: This material is for discussion purposes only, and does not purport to contain a comprehensive analysis of the risk/rewards of any idea or strategy herein.      ILLUSTRATIVE DERIVATIVE COSTS      —A Buy an option slightly more out of the money, i.e., (23)% instead of (20)%. The (23)% put option might be as much as 20% cheaper than the (20)% put option      —B Sell a put spread from 0% to (3)% to monetize the value of the lower half of the collar and use that to subsidize the disaster put. Selling the put spread and buying the (20)% disaster put could be as much as 60% cheaper than the (20)% put option alone  3 
 

Exhibit (c)(16)
                           Project William: Hedging Considerations  Goldman Sachs & Co. LLC  September 2020  STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION 
 

 Executive Summary  2  We have considered various alternatives to manage the risk related to William’s non-investment grade portfolioA potential Risk Share structure could involve an adjustment in the purchase price if the book valueper share falls by more than 10% between signing and closingBelow this 10% threshold (up to 20%), any incremental deterioration will reduce the purchase price 1-to-1To be tied to movement in non-IG portfolio onlyAt 20% deterioration in book value per share (or a lower strike, to be determined), negotiate an MAE that would allow the Consortium to walk away or renegotiate the transactionThe Risk Share structure provides protection for a decline in book value, and does not involve use of any derivativesNo hedging costs involvedNo basis risk between any derivative instruments and book valueConsortium bears the risk of the first 10% of deterioration, which is the same as in a transaction with no Risk Share  STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION 
 

                   Based on illustrative offer of $30All figures on a per share basis, unless noted differently  ILLUSTRATIVE DERIVATIVE COSTS    WORKING DRAFT FOR DISCUSSION                  Impact of Potential Risk Sharing  Note: This material is for discussion purposes only, and does not purport to contain a comprehensive analysis of risk/rewards of any idea or strategy hereinSource: GS Internal as of Sep 2020; William filings William VDR documents, Summary of disaster hedge costs from Warburg, William BVPS as of 31-Aug per William Supplement1 Illustratively based on 4-month options on S&P ETFs covering a similar % drop in portfolio value  STRICTLY PRIVATE & CONFIDENTIAL  Current Offer  Potential Offer with Risk Share              Current Bid  $28.25 / share      $30.00 / share  Portfolio Risk Profile    $38.21  $42.45  Seller RetainsWalkaway Risk $42.45$38.21Seller offers variable share price from -10% to - 20% of BV based on losses in Non-IG portfolioNegotiate MAC/MAE that allows the deal to break if -20% change in BV  Illustrative Value of Option from Seller1  -      $1.20 / share: Value of Seller Protection from-10% to -20% of BV for 4-months1$3.05 / share: Value of MAC/MAE clause1  Net Value  $28.25 / share      $28.80 / share (Only includes value of risk hedgefrom -10% to -20% of BV)$25.75 / share (Includes value of risk hedge and option value of MAC)  3 
 

  Downside    Upside   Implied P/BV at Illustrative Range of Book Value  ChangesAll figures on a per share basis, unless noted differently  Source: William VDR documents, William BVPS as of 31-Aug per William Supplement                              % Change in BVPS  (25)%  (20)%  (15)%  (10)%  (5)%  Current  5 %  10 %  15 %  20 %  25 %  Implied BVPS  $ 31.84  $ 33.96  $ 36.08  $ 38.21  $ 40.33  $ 42.45  $ 44.57  $ 46.70  $ 48.82  $ 50.94  $ 53.06  Effective Purchase Price  NA  $ 25.76  $ 27.88  $ 30.00  $ 30.00  $ 30.00  $ 30.00  $ 30.00  $ 30.00  $ 30.00  $ 30.00  Implied P/BV  NA  0.76 x  0.77 x  0.79 x  0.74 x  0.71 x  0.67 x  0.64 x  0.61 x  0.59 x  0.57 x  At book value deterioration of 20% or more, negotiate an MAE allowing the Consortium to walk away or renegotiate the transaction    Seller retains riskPurchase price is reduced 1-1 with incremental book value deterioration    Consortium retains riskPurchase price remains unchanged                  STRICTLY PRIVATE & CONFIDENTIAL  WORKING DRAFT FOR DISCUSSION    Based on Illustrative Offer of $30.00  4 
 

 Disclaimers  5  This document is confidential and has been prepared by personnel in the Investment Banking Division of one or more affiliates of The Goldman Sachs Group, Inc. ("Goldman Sachs") and is not the product of the Global Investment Research Division. It is not a research report and is not intended as such.Non-Reliance and Risk Disclosure: This material should not be construed as an offer to sell or the solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. We are not soliciting any action based on this material. It is for the general information of our clients and the terms and conditions of any transaction if between us, if any were to take place, would be subject to further discussion and negotiation between us. It does not constitute a recommendation and may not take into account the particular investment objectives, financial conditions, or needs of individual clients. 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While such trading activity is unrelated to your order (except when engaged to hedge risk from your order), it may coincidentally impact the price of the derivative that you have bought or sold or whether your option is exercised or your order is filled.Phone Recording: Telephone conversations with Goldman Sachs personnel may be recorded and retained.Receipt of Orders: An order sent to Goldman Sachs by email or instant message is not deemed to be received by Goldman Sachs until a Goldman Sachs representative verifies the order details with a phone call to the client or acknowledges receipt of the order via email or instant message to the client. Goldman Sachs does not accept client orders sent via fax or voicemail systems.  STRICTLY PRIVATE & CONFIDENTIAL 
 

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To the extent Goldman Sachs makes a market, any price quoted for the OTC derivative transactions, Goldman Sachs may differ significantly from (i) their value determined by reference to Goldman Sachs pricing models and (ii) any price quoted by a third party. The market price of the OTC derivative transaction may be influenced by many unpredictable factors, including economic conditions, the creditworthiness of Goldman Sachs, the value of any underlyers, and certain actions taken by Goldman Sachs.Market Making, Investing and Lending: Goldman Sachs engages in market making, investing and lending businesses for its own account and the accounts of its affiliates in the same or similar instruments underlying OTC derivative transactions (including such trading as Goldman Sachs deems appropriate in its sole discretion to hedge its market risk in any OTC derivative transaction whether between Goldman Sachs and you or with third parties) and such trading may affect the value of an OTC derivative transaction.Early Termination Payments: The provisions of an OTC Derivative Transaction may allow for early termination and, in such cases, either you or Goldman Sachs may be required to make a potentiallysignificant termination payment depending upon whether the OTC Derivative Transaction is in-the-money to Goldman Sachs or you at the time of termination.Indexes: Goldman Sachs does not warrant, and takes no responsibility for, the structure, method of computation or publication of any currency exchange rates, interest rates, indexes of such rates, or credit, equity or other indexes, unless Goldman Sachs specifically advises you otherwise.Options Risk Disclosures: Options may trade at a value other than that which may be inferred from the current levels of interest rates, dividends (if applicable) and the underlier due to other factors including, but not limited to, expectations of future levels of interest rates, future levels of dividends and the volatility of the underlier at any time prior to maturity. Note: Options involve risk and are not suitable for all investors. Please ensure that you have read and understood the current options disclosure document before entering into any standardized options transactions. United States listed options disclosure documents are available from our sales representatives or at http://theocc.com/publications/risks/riskstoc.pdf. A secondary market may not be available for all options. Transaction costs may be a significant factor in option strategies calling for multiple purchases and sales of options, such as spreads. When purchasing long options an investor may lose their entire investment and when selling uncovered options the risk is potentially unlimited. Supporting documentation for any comparisons, recommendations, statistics, technical data, or other similar information will be supplied upon request.This transaction may require payments or calculations to be made by reference to a benchmark rate ("Benchmark"), which will likely soon stop being published and be replaced by an alternative rate, or will be subject to substantial reform. These changes could have unpredictable and material consequences to the value, price, cost and/or performance of this transaction in the future and create material economic mismatches if you are using this transaction for hedging or similar purposes. Goldman Sachs may also have rights to exercise discretion to determine a replacement rate for the Benchmark for this transaction, including any price or other adjustments to account for differences between the replacement rate and the Benchmark, and the replacement rate and any adjustments we select may be inconsistent with, or contrary to, your interests or positions. Other material risks related to Benchmark reform can be found at https://gs.com/disclosures/interest-rate-benchmark-transition-notice.pdf.Goldman Sachs cannot provide any assurances as to the materialization, consequences, or likely costs or expenses associated with any of the changes or risks arising from Benchmark reform, though they may be material. You are encouraged to seek independent legal, financial, tax, accounting, regulatory, or other appropriate advice on how changes to the Benchmark could impact this transaction.© 2020 Goldman Sachs. All rights reserved.  STRICTLY PRIVATE & CONFIDENTIAL 

 

Exhibit (c)(17)

   STRICTLY PRIVATE & CONFIDENTIAL  Discussion Materials Goldman Sachs & Co. LLCSeptember 21st, 2020  Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.  Project William 
 

     STRICTLY PRIVATE & CONFIDENTIAL  2  Disclaimer  These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the senior management of the Recipient (the "Company") in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department.Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company.The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice.Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast.The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the senior management, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. 
 

     STRICTLY PRIVATE & CONFIDENTIAL  3  Overview of Proposed Transaction StructureAll figures on a per share basis, unless noted differently  The Buyer Group has increased its offer, and would like to present its final proposal, as follows:$30.00 per share, with a Risk Share structureThe Risk Share structure will involve an adjustment in the purchase price if the book value per share falls by more than 10% between signing and closing (from the reference BVPS of $42.45 at 30-Aug-2020)Adjustment to be tied to only unrealized and realized gains / losses in non-IG portfolio; no adjustment for couponsBelow the 10% threshold (down to 20%), any incremental deterioration will reduce the purchase price $ for $Mutual walkaway right at 20% or more deterioration in book value per shareWe believe this is compelling offer for William’s shareholdersMaterial premium to market priceDownside risk protection within a corridor, and a guaranteed floor price of $25.76. In times of stress, William has traded down to levels of 0.3x P/BV historicallyImmediate liquidity to William’s shareholdersThe $30.00 offer price represents a significant premium for William’s shareholders68% premium to undisturbed price ($17.87, 8-Sep-2020)79% premium to price pre- Buyer Group’s initial offer ($16.74, 14-Aug-2020)156% premium to price pre- activist letter ($11.70, 14-May-2020)6% premium to 52-week / all-time high price ($28.43, 29-Oct-2019)The offer is also at a material premium to price levels that reflect market’s speculation of the potential sale discussions24% premium to current price ($24.25, 18-Sep-2020)27% premium to VWAP since leak ($23.66, 9-Sep-2020 to 18-Sep-2020)  Source: CapIQ, Bloomberg, BVPS of $42.45 based on Project William presentation from Morgan Stanley dated 20-Sep-2020 
 

     STRICTLY PRIVATE & CONFIDENTIAL  Illustration of Purchase Price at Different BookValue Changes  Source: William VDR documents, William BVPS of $42.45 based on Project William presentation from Morgan Stanley dated 20-Sep-20201 Based on changes in BVPS exclusively resulting from unrealized and realized gains / losses in non-investment grade portfolio value between signing book value reference date ($42.45 at 8/30/2020) and closing date, per share. Excludes coupon income.        Buyer Group retains riskPurchase price remains unchanged  All figures on a per share basis, unless noted differently      William retains risk Purchase price is reduced $ for $with incremental BVPSdeterioration1        Mutual walkaway right at BVPS deterioration1 of 20% or more      % Change in BVPS1  Implied BVPS2  Effective Purchase Price  (25.0)%  $ 31.84  NA  (22.5)%  $ 32.90  NA  (20.0)%  $ 33.96  $ 25.76  (17.5)%  $ 35.02  $ 26.82  (15.0)%  $ 36.08  $ 27.88  (12.5)%  $ 37.14  $ 28.94  (10.0)%  $ 38.20  $ 30.00  (7.5)%  $ 39.27  $ 30.00  (5.0)%  $ 40.33  $ 30.00  (2.5)%  $ 41.39  $ 30.00  0.0 %  $ 42.45  $ 30.00  2 Implied BVPS based on the signing book value reference date ($42.45 at 8/30/2020).  4  Downside 

 

Exhibit (c)(18)

   STRICTLY PRIVATE & CONFIDENTIAL  Discussion Materials Goldman Sachs & Co. LLCSeptember 26th, 2020  Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.  Project William  WORKING DRAFT FOR DISCUSSION 
 

     STRICTLY PRIVATE & CONFIDENTIAL  2  Disclaimer  These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the senior management of the Recipient (the "Company") in connection with its consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department.Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company.The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice.Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast.The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the senior management, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company or any committee thereof, on the one hand, and Goldman Sachs, on the other hand.  WORKING DRAFT FOR DISCUSSION 
 

     STRICTLY PRIVATE & CONFIDENTIAL  Overview of Revised Proposed Transaction  StructureAll figures on a per share basis, unless noted differently  Key Transaction Terms Illustration of Purchase Price at Different Book Value ChangesFixed price of $30.00 per shareBuyer Group walkaway right if closing book value per share is below $30.00, where closing book value is defined as starting book value per share (of $42.28) adjusted for unrealized and realized gains/losses in the non- investment grade portfolio— P/BV for this purposes is defined as $30.00 divided by the closing book value per share, which is based on starting book value ($42.28), and changes would be only related to unrealized and realized gains/losses of the non-investment grade portfolio    Source: William VDR documents, William BVPS of $42.28 based on Project William presentation from Morgan Stanley dated 24-Sep-2020 1 Changes in non-investment grade portfolio applied to an assumed non-investment grade portfolio value of $1.5bn, as per Morgan Stanley. 2 Implied BVPS based on the signing book value reference date ($42.28).3 Based on changes in BVPS exclusively resulting from unrealized and realized gains / losses in non-investment grade portfolio value between signing book value reference date ($42.28) and closing date, per share. Excludes coupon income.  WORKING DRAFT FOR DISCUSSION          Change in HPS Non-IG  Closing  Change in            Portfolio1  BVPS2  BVPS3  Price  Implied P/BV        (30.0)%  $ 19.62  (53.6)%  NA  NA        (27.5)%  $ 21.51  (49.1)%  NA  NA        (25.0)%  $ 23.40  (44.7)%  NA  NA      BuyerGroup  (22.5)%  $ 25.29  (40.2)%  NA  NA      walkawayright  (20.0)%  $ 27.17  (35.7)%  NA  NA        (17.5)%  $ 29.06  (31.3)%  NA  NA        (16.3)%  $ 30.00  (29.0)%  $ 30.00  1.00 x        (15.0)%  $ 30.95  (26.8)%  $ 30.00  0.97 x        (12.5)%  $ 32.84  (22.3)%  $ 30.00  0.91 x        (10.0)%  $ 34.73  (17.9)%  $ 30.00  0.86 x        (7.5)%  $ 36.62  (13.4)%  $ 30.00  0.82 x        (5.0)%  $ 38.50  (8.9)%  $ 30.00  0.78 x        (2.5)%  $ 40.39  (4.5)%  $ 30.00  0.74 x        0.0 %  $ 42.28  0.0 %  $ 30.00  0.71 x        3