Under the Securities Exchange Act of 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  □

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

	(a)-(c)	This Statement is being jointly filed by the following persons pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
	1.	WP Windstar Investments Ltd, a Cayman Islands exempted company with limited liability (“WP Windstar”), directly holds 230,400 common shares.
	2.	Warburg Pincus (Callisto) Global Growth (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Callisto”), holds approximately 16.7% of the equity interest of WP Windstar.
	3.	Warburg Pincus (Europa) Global Growth (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Europa”), holds approximately 16.2% of the equity interest of WP Windstar.
	4.	Warburg Pincus Global Growth-B (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Global Growth-B”), holds approximately 11.7% of the equity interest of WP Windstar.
	5.	Warburg Pincus Global Growth-E (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Global Growth-E”), holds approximately 10.0% of the equity interest of WP Windstar.
	6.	Warburg Pincus Global Growth Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“Warburg Pincus Global Growth Partners”), holds approximately 4.0% of the equity interest of WP Windstar.
	7.	WP Global Growth Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Global Growth Partners”, and together with WP Callisto, WP Europa, WP Global Growth-B, WP Global Growth-E and Warburg Pincus Global Growth Partners, the “WP Global Growth Funds”), holds approximately 1.4% of the equity interest of WP Windstar.
	8.	Warburg Pincus Financial Sector (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Financial Sector LP”), holds approximately 35.7% of the equity interest of WP Windstar.
	9.	Warburg Pincus Financial Sector-D (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Financial Sector-D”), holds approximately 1.0% of the equity interest of WP Windstar.
	10.	Warburg Pincus Financial Sector Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP Financial Sector Partners”, and together with WP Financial Sector LP and WP Financial Sector-D, the “WP Financial Sector Funds”), holds approximately 4.0% of the equity interest of WP Windstar.
	11.	Warburg Pincus (Cayman) Global Growth GP, L.P., a Cayman Islands exempted limited partnership (“WPGG Cayman GP”), is the general partner of each of the WP Global Growth Funds.
	12.	Warburg Pincus (Cayman) Global Growth GP LLC, a Delaware limited liability company (“WPGG Cayman GP LLC”), is the general partner of WPGG Cayman GP.
	13.	Warburg Pincus (Cayman) Financial Sector GP, L.P., a Cayman Islands exempted limited partnership (“WPFS Cayman GP”), is the general partner of each of the WP Financial Sector Funds.

Pursuant to an Agreement and Plan of Merger, dated as of October 9, 2020 (as amended by Amendment No. 1, dated as of November 2, 2020, the “Merger Agreement”), by and among Arch Capital Group Ltd., a Bermuda company limited by shares (“Arch”), the Issuer and Greysbridge Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Arch, Arch agreed to acquire all of the common shares of the Issuer not already owned by Arch Reinsurance Ltd., a Bermuda company limited by shares and a direct wholly owned subsidiary of Arch (“Arch Re Bermuda”), at a cash purchase price of $35.00 per common share. In connection with the transactions contemplated by the Merger Agreement, the Issuer, Arch Re Bermuda and Gulf Reinsurance Limited (“Gulf Re”) entered into a Voting and Support Agreement, dated as of October 9, 2020, pursuant to which, among other things, each of Arch Re Bermuda and Gulf Re agreed to vote the common shares held by it in favor of the merger. On November 2, 2020, pursuant to an assignment and assumption agreement between Arch and Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Arch (“Holdco”), Arch assigned its rights under the Merger Agreement to Holdco.

On February 16, 2021, (i) Arch Re Bermuda sold 230,400 common shares to WP Windstar pursuant to a purchase agreement (the “WP Windstar Purchase Agreement”) between WP Windstar and Arch Re Bermuda and (ii) Arch Re Bermuda sold 230,400 common shares in the aggregate to Kelso Investment Associates X, L.P. (“KIA”), KEP X, LLC and KSN Fund X, L.P. (together, the “Kelso Funds”) pursuant to a purchase agreement among the Kelso Funds and Arch Re Bermuda. The foregoing sales are referred to herein as the “Co-Investor Transfers”. Pursuant to the WP Windstar Purchase Agreement, on February 16, 2021, WP Windstar purchased 230,400 common shares from Arch Re Bermuda in a private sale at a price per share equal to $34.66 (which was the closing price of the common shares of the Issuer on February 12, 2021, on the Nasdaq Global Select Market), for an aggregate purchase price equal to $7,985,664.  The funds for WP Windstar’s purchase of the common shares were obtained from borrowing under a secured revolving credit facility with a maximum availability of $3.0 billion and cash on the balance sheet prior to funding.

In connection with the Co-Investor Transfers, (i) WP Windstar entered into a voting and support agreement, dated as of February 16, 2021 (the “WP Windstar Voting and Support Agreement”), with the Issuer, pursuant to which, among other things, WP Windstar agreed to vote the common shares held by it in favor of the merger, and (ii) the Kelso Funds entered into a voting and support agreement, dated as of February 16, 2021, with the Issuer, pursuant to which, among other things, each of the Kelso Funds agreed to vote the common shares held by it in favor of the merger.

To enable Holdco to fund payment of the cash merger consideration, Holdco obtained equity commitments as follows: (i) pursuant to an equity commitment letter, dated as of February 16, 2021 (the “WP Windstar Equity Commitment Letter”), among Holdco, the WP Global Growth Funds, the WP Financial Sector Funds and WP Windstar, the WP Global Growth Funds and the WP Financial Sector Funds committed to make an aggregate cash contribution of up to $201,936,000 and WP Windstar committed to contribute to Holdco the 230,400 common shares of the Issuer owned by WP Windstar, (ii) pursuant to an equity commitment letter, dated as of February 16, 2021, among Holdco and the Kelso Funds, the Kelso Funds have committed to make an aggregate cash contribution of up to $201,936,000 and to contribute to Holdco the 230,400 common shares of the Issuer owned by the Kelso Funds, and (iii) pursuant to an equity commitment letter, dated as of February 16, 2021, between Holdco and Arch Re Bermuda, Arch Re Bermuda committed to make a cash contribution of up to $208,628,000 and to contribute to Holdco the 2,039,200 common shares of the Issuer owned by Arch Re Bermuda (collectively, the “Equity Financing”). The source of funds for the cash commitments of the WP Global Growth Funds and the WP Financial Sector Funds is expected to be capital contributions, including from their respective limited partners, and approximately $100 million of borrowing under a secured revolving credit facility with a maximum availability of $3.0 billion. Upon consummation of the Equity Financing, Arch Re Bermuda will own 40% of Holdco, the Kelso Funds will own 30% of Holdco, and funds managed by WP LLC will own 30% of Holdco. Upon consummation of the merger pursuant to the Merger Agreement, Holdco will be the sole shareholder of the Issuer.

The foregoing descriptions of each of the WP Windstar Purchase Agreement, the WP Windstar Voting and Support Agreement, the WP Windstar Equity Commitment Letter, the Interim Investors Agreement and the Participant Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, each of which is attached as an exhibit to this Statement and is incorporated herein by reference.

The information set forth in Items 3 and 6 of this Statement are hereby incorporated by reference into this Item 4.

The purpose of the merger is to enable Holdco to acquire all of the common shares of the Issuer so that Holdco can operate the Issuer as a privately held company while retaining access to the Issuer’s underwriting platform and its licenses in Bermuda, the United States and Europe. The purpose of the Co-Investor Transfers is to enable the common shares transferred to be voted by the transferees in favor of the merger. In addition, in connection with the merger:

(a) and (b) Calculations of the percentage of the common shares beneficially owned are based on a total of 19,886,979 common shares issued and outstanding as of November 10, 2020, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2020, as filed with the SEC on November 10, 2020.

 

The aggregate number and percentage of the common shares beneficially owned by each Warburg Pincus Reporting Person and, for each Warburg Pincus Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Statement and are incorporated herein by reference.

 

As of the date hereof, WP Windstar directly holds 230,400 common shares.

 

WP Windstar is controlled by the WP Global Growth Funds and the WP Financial Sector Funds; WPGG Cayman GP is the general partner of each of the WP Global Growth Funds; WPGG Cayman GP LLC is the general partner of WPGG Cayman GP; WPFS Cayman GP is the general partner of each of the WP Financial Sector Funds; WPFS Cayman GP LLC is the general partner of WPFS Cayman GP; WPP II Cayman is the managing member of WPGG Cayman GP LLC and WPFS Cayman GP LLC; WP Bermuda GP is the general partner of WPP II Cayman; and WP LLC is the manager of the WP Global Growth Funds and the WP Financial Sector Funds. Investment and voting decisions with respect to the common shares held by the Warburg Pincus Reporting Persons are made by a committee comprised of three or more individuals and all members of such committee disclaim beneficial ownership of the common shares held by the Warburg Pincus Reporting Persons.

 

Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any Warburg Pincus Reporting Person is the beneficial owner of the common shares referred to herein for purposes of Section 13(d) of the Exchange Act or for any other purpose and each of the Warburg Pincus Reporting Persons expressly disclaims beneficial ownership of such common shares.

 

Except as set forth in this Statement, to the best knowledge of the Warburg Pincus Reporting Persons, none of the individuals listed on Schedule A attached hereto beneficially owns any common shares.

In addition, by virtue of the agreements discussed in Item 3 of this Statement, the Warburg Pincus Reporting Persons, the Kelso Funds and Arch may be deemed to constitute a group for purposes of Rule 13d-3 under the Exchange Act.  In the aggregate, such group would beneficially own 2,500,000 common shares, representing 12.57% of the outstanding common shares (based on 19,886,979 common shares issued and outstanding as of November 10, 2020, as reported in the Issuer’s Form 10-Q for the period ended September 30, 2020, as filed with the SEC on November 10, 2020).

The following table sets forth the beneficial ownership of common shares of the Issuer as of the date hereof by persons that may, together with the Warburg Pincus Reporting Persons, be deemed to comprise a group for purposes of Rule 13d-3 under the Exchange Act.  Each of the Warburg Pincus Reporting Persons disclaims beneficial ownership of all of the securities of the Issuer owned of record, or deemed beneficially owned by such persons, and inclusion of these securities in this Statement shall not be deemed an admission of beneficial ownership of all such securities for any purpose.

*Denotes beneficial ownership of less than 1%.

(1) Kelso GP X, L.P. (“Kelso LP”) and Kelso GP X, LLC (“Kelso GP”) may be deemed to have beneficial ownership of the common shares held by Kelso Investment Associates X, L.P. (“KIA”) and KSN Fund X, L.P. (“KSN”) because Kelso LP is the general partner of each of KIA and KSN, and Kelso GP is the general partner of Kelso LP. Each of Kelso LP and Kelso GP disclaims beneficial ownership of all of the securities owned of record, or deemed beneficially owned by KIA or KSN, and inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for any purpose.

(c) On February 16, 2021, WP Windstar purchased 230,400 common shares from Arch Re Bermuda in a private sale at a price per share equal to $34.66 (which was the closing price of the common shares of the Issuer on February 12, 2021, on the Nasdaq Global Select Market), for an aggregate purchase price equal to $7,985,664.

Except as set forth in this Statement, none of the Warburg Pincus Reporting Persons or, to the best knowledge of the Warburg Pincus Reporting Persons, any of the other persons set forth on Schedule A attached hereto, has effected any transaction in the common shares in the past 60 days.

 

(d) To the best knowledge of the Warburg Pincus Reporting Persons, no one other than the Warburg Pincus Reporting Persons, or the partners, members or affiliates of the Warburg Pincus Reporting Persons, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the common shares reported herein as beneficially owned by the Warburg Pincus Reporting Persons.

 

(e) Not applicable.

	Date:	February 26, 2021
	WP WINDSTAR INVESTMENTS LTD
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Director
	WARBURG PINCUS (CALLISTO) GLOBAL GROWTH (CAYMAN), L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	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
	WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP, L.P.
	By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP LLC
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory

	WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP, L.P.
	By:	Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP LLC
	By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS PARTNERS II (CAYMAN), L.P.
	By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD.
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Authorised Signatory
	WARBURG PINCUS LLC
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Managing Director

SCHEDULE A 

 

Set forth below is the name, position and present principal occupation of the members of WP LLC (including its subsidiaries).  Except as otherwise indicated, the business address of each of such persons is 450 Lexington Avenue, New York, New York  10017, and each of such persons is a citizen of the United States. 

		Jeffrey Perlman			Member and Managing Director of WP LLC
		Flavio Porciani (3)			Member and Managing Director of WP LLC
		Chandler Reedy			Member and Managing Director of WP LLC
		David Reis (3)			Member and Managing Director of WP LLC
		John Rowan			Member and Managing Director of WP LLC
		Justin L. Sadrian			Member and Managing Director of WP LLC
		Anish Saraf (1)			Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
		Adarsh Sarma			Member and Managing Director of WP LLC
		Viraj Sawhney (1)			Member of WP LLC and Managing Director of Warburg Pincus India Private Limited
		John W. Shearburn			Member and Managing Director of WP LLC
		Leo Long Shi (4)			Member and Managing Director of WP LLC
		Ashutosh Somani			Member and Managing Director of WP LLC
		David Sreter			Member and Managing Director of WP LLC
		Jeffrey Stein			Member and Managing Director of WP LLC
		Alexander Stratoudakis			Member and Managing Director of WP LLC
		Shari Tepper			Member and Managing Director of WP LLC
		Michael Thompson (6)			Member and Managing Director of WP LLC
		Christopher H. Turner			Member and Managing Director of WP LLC
		Zhen Wei (5)			Member and Managing Director of WP LLC
		James W. Wilson			Member and Managing Director of WP LLC
		Bo Xu (4)			Member and Managing Director of WP LLC
		Daniel Zamlong			Member and Managing Director of WP LLC
		Lei Zhang (4)			Member and Managing Director of WP LLC
		Qiqi Zhang (4)			Member and Managing Director of WP LLC
		Langlang Zhou (4)			Member and Managing Director of WP LLC
		Lilian Zhu (4)			Member and Managing Director of WP LLC
		Daniel Zilberman			Member and Managing Director of WP LLC

(1)	Citizen of India
(2)	Citizen of Sweden
(3)	Citizen of Germany
(4)	Citizen of China
(5)	Citizen of Hong Kong
(6)	Citizen of United Kingdom
(7)	Citizen of Italy
(8)	Citizen of Brazil

As of February 25, 2021

Exhibit 99.1

JOINT FILING AGREEMENT

 

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of this Statement on Schedule 13D including any amendments thereto. This Joint Filing Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

Date:	February 26, 2021
WP WINDSTAR INVESTMENTS LTD
By:	/s/ David Sreter
Name:	David Sreter
Title:	Director
WARBURG PINCUS (CALLISTO) GLOBAL GROWTH (CAYMAN), L.P.
By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner
By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By:	/s/ David Sreter
Name:	David Sreter
Title:	Authorised Signatory
WARBURG PINCUS (EUROPA) GLOBAL GROWTH (CAYMAN), L.P.
By: By: By: By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner Warburg Pincus (Cayman) Global Growth GP LLC, its general partner Warburg Pincus Partners II (Cayman), L.P., its managing member 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: By: By: By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner Warburg Pincus (Cayman) Global Growth GP LLC, its general partner Warburg Pincus Partners II (Cayman), L.P., its managing member 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: By: By: By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner Warburg Pincus (Cayman) Global Growth GP LLC, its general partner Warburg Pincus Partners II (Cayman), L.P., its managing member 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: By: By: By:	Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner Warburg Pincus (Cayman) Global Growth GP LLC, its general partner Warburg Pincus Partners II (Cayman), L.P., its managing member 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: By: By: By:	Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner Warburg Pincus Partners II (Cayman), L.P., its managing member 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: By: By: By:	Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner Warburg Pincus Partners II (Cayman), L.P., its managing member 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: By: By: By:	Warburg Pincus (Cayman) Financial Sector GP, L.P., its general partner Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner Warburg Pincus Partners II (Cayman), L.P., its managing member Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By:	/s/ David Sreter
Name:	David Sreter
Title:	Authorised Signatory
WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP, L.P.
By:	Warburg Pincus (Cayman) Global Growth GP LLC, its general partner
By:	Warburg Pincus Partners II (Cayman), L.P., its managing member
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By:	/s/ David Sreter
Name:	David Sreter
Title:	Authorised Signatory
WARBURG PINCUS (CAYMAN) GLOBAL GROWTH GP LLC
By: By:	Warburg Pincus Partners II (Cayman), L.P., its managing member Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By:	/s/ David Sreter
Name:	David Sreter
Title:	Authorised Signatory
WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP, L.P.
By: By: By:	Warburg Pincus (Cayman) Financial Sector GP LLC, its general partner Warburg Pincus Partners II (Cayman), L.P., its managing member Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By:	/s/ David Sreter
Name:	David Sreter
Title:	Authorised Signatory
WARBURG PINCUS (CAYMAN) FINANCIAL SECTOR GP LLC
By: By:	Warburg Pincus Partners II (Cayman), L.P., its managing member Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By:	/s/ David Sreter
Name:	David Sreter
Title:	Authorised Signatory

WARBURG PINCUS PARTNERS II (CAYMAN), L.P.
By:	Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner
By:	/s/ David Sreter
Name:	David Sreter
Title:	Authorised Signatory
WARBURG PINCUS (BERMUDA) PRIVATE EQUITY GP LTD.
By:	/s/ David Sreter
Name:	David Sreter
Title:	Authorised Signatory
WARBURG PINCUS LLC
By:	/s/ David Sreter
Name:	David Sreter
Title:	Managing Director

Exhibit 99.2

VOTING AND SUPPORT AGREEMENT

VOTING AND SUPPORT AGREEMENT, dated as of February 16, 2021 (this “Agreement”), is made and entered into by and between WATFORD HOLDINGS LTD., a Bermuda exempted company (the “Company”), and THE UNDERSIGNED SHAREHOLDER (the “Shareholder”) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, the Company, Arch Capital Group Ltd., a Bermuda exempted company limited by shares (“Parent”), and Greysbridge Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent (“Merger Sub”), have entered into that certain Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), pursuant to which, among other things, Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving company as a wholly owned subsidiary of Parent;

WHEREAS, as a condition and inducement to the Company’s willingness to enter into the Merger Agreement and to proceed with the transactions contemplated thereby, including the Merger, the Company and Arch Reinsurance Ltd. (“Arch”) entered into a Voting and Support Agreement, dated as of October 9, 2020 (the “Arch Voting and Support Agreement”), pursuant to which Arch agreed to vote the common shares of the Company owned by Arch in favor of the Merger, as set forth therein;

WHEREAS, subsequent to entering into the Merger Agreement and the Arch Voting and Support Agreement, and pursuant to that certain Purchase Agreement, dated as of February 16, 2021 (the “Purchase Agreement”), by and between the Shareholder and Arch, Arch sold to the Shareholder, and the Shareholder purchased from Arch, the Shares (the “Sale”);

WHEREAS, in connection with the Sale and pursuant to the terms of the Purchase Agreement, the Shareholder agreed to enter into this Agreement and vote the Shares in favor of the Merger;

WHEREAS, as of the date hereof, the Shareholder is the record or beneficial owner of the number and type of equity interests of the Company (“Shares”) set forth on Schedule A hereto (the shares listed on Schedule A (as it may be amended pursuant to Section 5 of this Agreement), together with any additional Shares or other voting securities of the Company which the Shareholder owns of record or beneficially as of the date hereof or of which the Shareholder acquires after the date hereof record or beneficial ownership, including by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, redesignation or exchange, upon exercise or conversion of any options, warrants or other securities, or otherwise, “Covered Shares”);

WHEREAS, as a condition and inducement to the Company’s willingness to waive Arch’s compliance with the transfer restrictions related to the Shares under the Arch Voting and Support Agreement in connection with the Sale, the Company and the Shareholder are entering into this Agreement; and

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound hereby, the Company and the Shareholder hereby agree as follows:

AGREEMENT

1. Agreement to Vote. From the date hereof until the earlier of the Termination Date (as defined below) or the receipt of the Company Shareholder Approval, the Shareholder irrevocably and unconditionally agrees that it shall at any meeting of the shareholders of the Company (whether annual, special or otherwise and whether or not an adjourned or postponed meeting), however called, or in connection with any written consent of shareholders of the Company, however proposed: (a) when a meeting is held, appear at such meeting or otherwise cause its Covered Shares that are owned by the Shareholder as of the date of such meeting to be counted as present thereat for the purpose of establishing a quorum, and when a written consent is proposed, respond to each request by the Company for written consent, and (b) vote or consent, or cause to be voted at such meeting or cause such consent to be granted with respect to, all Covered Shares that are owned by the Shareholder as of the date of such meeting or consent (i) in favor of the Merger and the adoption of the Merger Agreement and the Statutory Merger Agreement (each as they may be amended from time to time), and in favor of each of the other transactions contemplated by the Merger Agreement and the Statutory Merger Agreement of which approval of the Company’s shareholders is solicited, and (ii) against (A) any proposal for any recapitalization, reorganization, liquidation, dissolution, amalgamation, merger, sale of assets or other business combination between or involving the Company and any other Person that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, (B) any other action that would be reasonably likely to result in any conditions to the consummation of the Merger under the Merger Agreement not being fulfilled, (C) any amendment or other change to the Company Memorandum of Association or Company Bye-laws that would reasonably be expected to impede, interfere with, delay, postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement, the Statutory Merger Agreement or this Agreement, and (D) any other material change in the Company’s corporate structure or business that would reasonably be expected to impede, interfere with, delay or postpone or adversely affect in any material respect the Merger or any of the other transactions contemplated by the Merger Agreement or the Statutory Merger Agreement.

2. No Inconsistent Agreements. The Shareholder hereby represents, covenants and agrees that, except as contemplated by this Agreement, the Shareholder (a) has not entered into, and shall not enter into at any time prior to the Termination Date, any voting agreement, voting trust or other agreement that directly or indirectly addresses voting with respect to any Covered Shares and (b) has not granted, and shall not grant at any time prior to the Termination Date, a proxy or power of attorney with respect to any Covered Shares, in either case, which is inconsistent with the Shareholder’s obligations pursuant to this Agreement.

3. Termination. This Agreement shall terminate upon the earliest of (a) the Closing, (b) the date that the Merger Agreement is terminated, (c) an Adverse Recommendation Change and (d) the delivery of written notice of termination of this Agreement by the Company to the Shareholder (such earliest date, the “Termination Date”); provided, that the provisions set forth in Sections 10 and 12 through 24 shall survive the termination of this Agreement; provided further, that any liability incurred by any party hereto as a result of a breach of a term or condition of this Agreement prior to such termination shall survive the termination of this Agreement.

4. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to the Company as follows:

(a) Schedule A lists all shares and other equity interests owned of record or beneficially by the Shareholder in the Company as of the date hereof. Schedule A lists all options, warrants and other securities convertible into or exercisable or exchangeable for shares and other equity interests in the Company owned of record or beneficially by the Shareholder as of the date hereof. Except as set forth on Schedule A, as of the date hereof, the Shareholder does not own of record or beneficially any voting securities or other equity securities in the Company or any securities convertible into or exercisable or exchangeable for any such voting securities or other equity securities. the Shareholder does not own of record any shares which are beneficially owned by a third Person.

(b) The Shareholder is the record or beneficial owner of, and has good and valid title to, all Covered Shares as of the date hereof, free and clear of all liens, pledges, restrictions and other encumbrances (a “Lien”), other than (i) as created by this Agreement, (ii) as created by any applicable securities Laws, (iii) under the Company Memorandum of Association or Company Bye-Laws or (iv) as would not impair the Shareholder’s ability to perform its obligations under this Agreement. The Shareholder has sole voting power, sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Covered Shares, with no limitations, qualifications or restrictions on such rights. Such Covered Shares are not subject to any voting trust agreement or other contract, in each case that is inconsistent with this Agreement, to which the Shareholder is a party restricting or otherwise relating to the voting or sale (constructive or otherwise), transfer, pledge, hypothecation, grant, gift, encumbrance, assignment or other disposal (collectively, “Transfer”) of such Covered Shares. The Shareholder has not appointed or granted any proxy or power of attorney that is still in effect with respect to such Covered Shares, except as contemplated by this Agreement.

(c) The Shareholder has full legal power and capacity to execute and deliver this Agreement and to perform the Shareholders’ obligations hereunder. This Agreement has been duly and validly executed and delivered by the Shareholder and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(d) Except for the applicable requirements of the Exchange Act, (i) no filing with, and no permit, authorization, consent or approval of, any governmental entity is necessary on the part of the Shareholder for the execution, delivery and performance of this Agreement by the Shareholder or the consummation by the Shareholder of the transactions contemplated hereby and (ii) none of the execution, delivery or performance of this Agreement by the Shareholder or the consummation by the Shareholder of the transactions contemplated hereby or compliance by the Shareholder with any of the provisions hereof shall (A) result in any breach or violation of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Shareholder pursuant to, any contract to which the Shareholder is a party or by which the Shareholder or any property or asset of the Shareholder is bound or affected or (B) violate any order, writ, injunction, decree, statute, law, rule or regulation applicable to the Shareholder or any of the Shareholder’s properties or assets except, in the case of clause (A) or (B), for breaches, violations or defaults that would not, individually or in the aggregate, materially impair the ability of the Shareholder to perform its obligations hereunder on a timely basis.

(e) There is no action, suit, claim, arbitration, investigation, complaint, inquiry or other proceeding pending against the Shareholder or, to the actual knowledge of the Shareholder, any other Person or, to the actual knowledge of the Shareholder, threatened against the Shareholder that restricts or prohibits (or, if successful, would restrict or prohibit) the exercise by the Company of its rights under this Agreement or the performance by the Shareholder of its obligations under this Agreement on a timely basis.

(f) The Shareholder understands and acknowledges that the Company is waiving Arch’s compliance with the transfer restrictions related to the Shares under the Arch Voting and Support Agreement in connection with the Sale in reliance upon the Shareholder’s execution and delivery of this Agreement and the representations and warranties and covenants of the Shareholder contained herein and would not consent to the Sale if the Shareholder did not enter into this Agreement.

5. Certain Covenants of the Shareholder. The Shareholder hereby covenants and agrees as follows:

(a) Except as contemplated hereby and until the earliest of the Termination Date or the receipt of the Company Shareholder Approval, the Shareholder shall not (i) tender any Covered Shares into any tender or exchange offer, (ii) Transfer or enter into any contract with respect to the Transfer of any of the Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of law), (iii) grant any proxies or powers of attorney, deposit any Covered Shares into a voting trust or enter into a voting agreement with respect to any Covered Shares that is inconsistent with this Agreement or (iv) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect in any material respect or have the effect of preventing or disabling the Shareholder from performing its obligations under this Agreement in any material respect. Any Transfer in violation of this Section 5(a) shall be void.

(b) In the event that the Shareholder acquires record or beneficial ownership of, or the power to vote or direct the voting of, any additional Shares or other voting interests with respect to the Company, such Shares or voting interests shall, without further action of the parties, be deemed Covered Shares and subject to the provisions of this Agreement, and the number of Shares held by the Shareholder set forth on Schedule A hereto will be deemed amended accordingly and such Shares or voting interests shall automatically become subject to the terms of this Agreement. The Shareholder shall promptly notify the Company of any such event.

6. [Reserved].

7. No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in the Company any direct or indirect ownership or incidence of ownership of or with respect to any Covered Shares. All ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Shareholder, and, except as otherwise provided herein, the Company shall have no authority to direct the Shareholder in the voting or disposition of any Covered Shares.

8. Disclosure. Each party hereto hereby authorizes the Company to publish and disclose in any announcement or disclosure the Shareholder’s identity and ownership of the Covered Shares and the nature of the Shareholder’s obligations under this Agreement, and to disclose a copy of this Agreement, in each case, to the extent required by applicable Law.

9. Merger Agreement. The Shareholder hereby acknowledges receipt of, and has had an opportunity to read and understand, the Merger Agreement (including any exhibits and schedules thereto).

10. Expenses. Except as otherwise expressly provided herein, the Shareholder, on the one hand, and the Company, on the other hand, shall pay all of their own expenses (including attorneys’ and accountants’ fees and expenses) in connection with the negotiation of this Agreement, the performance of their respective obligations hereunder and the consummation of the transactions contemplated by this Agreement.

11. Further Assurances. From time to time, at the request of the other parties hereto and without further consideration, each party hereto shall take such further action as may reasonably be deemed by any of the other parties hereto to be necessary or desirable to consummate and make effective the transactions contemplated by this Agreement.

12. Amendment or Supplement. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed on behalf of each party hereto.

13. Waiver. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party or by a duly authorized officer on behalf of such party.

14. Interpretation. When a reference is made in this Agreement to an Article, a Section or an Exhibit, such reference shall be to an Article, a Section or an Exhibit of or to this Agreement unless otherwise indicated. The table of contents, index of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized term used in any Exhibit but not otherwise defined therein shall have the meaning assigned to such term in this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The words “hereof,” “hereto,” “hereby,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms. All pronouns and any variations thereof refer to the masculine, feminine or neuter as the context may require. Any agreement, instrument or Law defined or referred to herein means such agreement, instrument or Law as from time to time amended, modified or supplemented, unless otherwise specifically indicated. References to a Person are also to its permitted successors and assigns. Unless otherwise specifically indicated, all references to “$” will be deemed references to the lawful money of the United States of America. The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring by virtue of the authorship of any provisions of this Agreement.

15. Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally; (b) on the date sent if sent by facsimile or electronic mail (provided, however, that notice given by facsimile or email shall not be effective unless either (i) a duplicate copy of such facsimile or email notice is promptly given by one of the other methods described in this Section 15 or (ii) the receiving party delivers a written confirmation of receipt of such notice either by facsimile or email or any other method described in this Section 15; (c) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next- day courier; or (d) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(i)	If to the Shareholder:

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

Attention:  General Counsel

Facsimile:  (212) 878-9351

Email:  notices@warburgpincus.com

with copies to (which shall not constitute notice):

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention:  Mark F. Veblen

Facsimile:  (212) 403-2000

E-mail: MFVeblen@wlrk.com

(ii)	If to the Company:

Watford Holdings Ltd.

Waterloo House, 1st Floor 100 Pitts Bay Road

Pembroke HM 08, Bermuda

Email:  lbr@watfordholdings.com

Attention:  Laurence Richardson

with copies to (which shall not constitute notice):

Clifford Chance US LLP

31 West 52nd Street, 3rd Floor

New York, New York 10019

16. Entire Agreement. This Agreement constitutes the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the parties with respect to the subject matter hereof.

17. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit, claim or remedy of any nature under or by reason of this Agreement.

18. Non-Recourse. This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of or related to this Agreement may only be brought against, the Persons that are expressly named as parties to this Agreement. Except to the extent named as a party to this Agreement, and then only to the extent of the specific obligations of such parties set forth in this Agreement, no past, present or future shareholder, member, partner, manager, director, officer, employee, Affiliate, agent or representative of any party to this Agreement will have any Liability (whether in contract, tort, equity or otherwise) for any of the representations, warranties, covenants, agreements or other obligations or Liabilities of any of the parties to this Agreement or for any claim based upon, arising out of or related to this Agreement.

19. Governing Law. THIS AGREEMENT, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER ANY APPLICABLE PRINCIPLES OF CHOICE OR CONFLICTS OF LAWS OF THE STATE OF DELAWARE, EXCEPT TO THE EXTENT THE PROVISIONS OF THE LAWS OF BERMUDA ARE MANDATORILY APPLICABLE TO THE MERGER.

20. Specific Enforcement; Jurisdiction; Venue. The parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement, including failing to take such actions as are required of them hereunder to consummate the transactions contemplated hereby. It is agreed that the parties are entitled to enforce specifically the performance of terms and provisions of this Agreement in any court referred to below, without proof of actual damages (and each party hereby waives any requirement for the securing or posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or in equity. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy for any such breach. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court, in each case, except to the extent that any such proceeding mandatorily must be brought in Bermuda. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

21. Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall be null and void. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

22. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or Law, or public policy, (a) such term or other provision shall be fully separable, (b) this Agreement shall be construed and enforced as if such invalid, illegal or unenforceable provision had never comprised a part hereof, and (c) all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as either the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party or such party waives its rights under this Section 22 with respect thereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

23. Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 23.

24. Counterparts. This Agreement may be executed in one or more counterparts, including by facsimile or by email with .pdf attachments, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

25. Affiliates. The Shareholder hereby covenants and agrees that it shall cause each of its Affiliates to comply with this Agreement as if each such Affiliate was itself a party to this Agreement. For purposes of this Agreement, “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such first Person, except, in the case of the Shareholder, any portfolio company of any investment fund affiliated with the Shareholder. For purposes of this definition, “control” (including, the terms “controlling,” “controlled by,” and “under common control with”), as applied to any person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by Contract, or otherwise.

[The remainder of this page is intentionally left blank; signature page follows.]

IN WITNESS WHEREOF, the Company and the Shareholder have caused to be executed or executed this Agreement as of the date first written above.

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

SCHEDULE A

The Shareholder owns 230,400 common shares, par value $0.01 per share.

Sch. A-1

Exhibit 99.3

AMENDED AND RESTATED INTERIM INVESTORS AGREEMENT

This AMENDED AND RESTATED INTERIM INVESTORS AGREEMENT (this “Agreement”) is entered into on February 16, 2021, and effective as of November 2, 2020, by and among Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares (“NewCo”), and each of the Investors (as defined herein).

RECITALS

WHEREAS, on October 9, 2020, Arch Capital Group Ltd., a Bermuda exempted company limited by shares (“Parent”), Greysbridge Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent (“Merger Sub”) and Watford Holdings Ltd., a Bermuda exempted company limited by shares (the “Company”), have executed an Agreement and Plan of Merger, as amended by Amendment No. 1 dated November 2, 2020 (“Amendment No. 1”), and as assigned on November 2, 2020 by Parent to NewCo (as such agreement may be further amended or modified from time to time in compliance with this Agreement, the “Merger Agreement”), pursuant to which Merger Sub will be merged with and into the Company, with the Company surviving such merger on the terms and subject to the conditions set forth in the Merger Agreement (the “Merger”);

WHEREAS, on November 2, 2020, each of the Investors caused to be delivered a letter agreement in favor of NewCo in which each Investor and/or its Affiliate(s) has agreed, subject to the terms and conditions set forth therein, to contribute or cause to be contributed an equity investment in Newco at the Closing (as hereinafter defined) (each such letter, as amended on the date hereof and as further amended or modified from time to time in compliance with this Agreement, an “Equity Commitment Letter”) in the amount and in the manner required by such Equity Commitment Letter; and

WHEREAS, the Investors and NewCo wish to agree to certain terms and conditions that will govern the actions of NewCo and the relationship among the Investors with respect to the Merger Agreement and the Equity Commitment Letters and the transactions contemplated thereby.

AGREEMENT

NOW, THEREFORE, in consideration of the premises, the representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows:

1.	EFFECTIVENESS; DEFINITIONS.

2.	AGREEMENTS AMONG THE INVESTORS.

2.2.	Ancillary Documents.

2.2.1.

Each Investor agrees to negotiate in good faith with the other Investors to enter into, concurrently with the Closing certain ancillary agreements (including shareholder agreements) (collectively, the “Ancillary Agreements”), which shall contain terms consistent with those set forth in that certain term sheet dated as of November 2, 2020, agreed among the Investors (the “term sheet”), and such additional or modified terms as mutually agreed upon by the Requisite Investors. NewCo agrees to enter into any such agreements and to enact any such agreements that are so agreed. If for any reason the Investors have not entered into the Ancillary Agreements at or prior to the Closing, the Investors shall operate NewCo and its Subsidiaries (including the Surviving Corporation) in accordance with the term sheet until such time as the Ancillary Agreements shall be in effect.

2.2.2.

Prior to Closing, with the Requisite Investor Approval, NewCo may, or may direct any of its Subsidiaries, to negotiate and enter into definitive agreements with (x) members of management of the Company or any successors thereto with respect to the terms of management’s employment, compensation, equity incentives and/or adopt policies or plans affecting management of the Company or any successors thereto and/or (y) HPS Investment Partners, LLC and its Affiliates with respect to investment management services to the Company and related agreements.

2.2.3.

The Arch Investor agrees that it and/or its Affiliates will enforce the Enstar Voting and Support Agreement in accordance with its terms.

2.3.	Rights of Investors; Commitments.

2.3.1.

Commitments. Each Investor hereby affirms and agrees that it and/or its Affiliate(s) is bound by the provisions set forth in its Equity Commitment Letter and that NewCo, acting at the direction of the Requisite Investors, shall be entitled to enforce the provisions of each of the Equity Commitment Letters in accordance with this Agreement and the terms of the Equity Commitment Letters, but only if the Requisite Investors determine in good faith that the conditions to funding under the Equity Commitment Letters are satisfied or waived. None of the Investors or NewCo shall attempt to enforce, or cause NewCo to enforce, the Equity Commitment Letters until the condition set forth above in this Section 2.3.1 has been satisfied. Notwithstanding anything to the contrary in this Section 2.3.1, if the Requisite Investors determine that NewCo does not require all of the Commitments in order to fulfill its obligations in full under the Merger Agreement and to consummate the Merger, then the Requisite Investors shall (except as otherwise agreed in writing between the Requisite Investors) reduce the Commitments of each of the Investors (and/or Affiliate(s)) to such extent, with any such reduction to be applied pro rata among the Investors (and/or Affiliate(s)) based on the amount of their respective Commitments prior to giving effect to such reduction.

2.3.2.

Continuing Investor. If (i) all of the Requisite Investors have determined in good faith that there is a right of NewCo to terminate the Merger Agreement pursuant to the terms of the Merger Agreement, (ii) an Investor (a “Withdrawing Investor”) has notified the other Investors in writing (e-mail being sufficient) that it wishes to cause NewCo to exercise such right and (iii) notwithstanding any right of NewCo to terminate the Merger Agreement, an Investor that is not a Withdrawing Investor (a “Continuing Investor”) wishes not to cause the Merger Agreement to be terminated and to consummate the transactions contemplated by the Merger Agreement, the Continuing Investor(s) shall notify NewCo and each of the other Investors of such wish in writing (any such written notice, the “Continuation Notice”) within two (2) Business Days of its receipt of such notice from the Withdrawing Investor. Following the date of delivery of the Continuation Notice, the Continuing Investor(s) and Withdrawing Investor shall assign the Withdrawing Investor’s participation rights to the Continuing Investor(s) and/or a third party approved by each Continuing Investor and, in connection with the completion of such assignment, the Withdrawing Investor(s) and the Continuing Investor(s) shall cooperate in such reasonable arrangements to permit NewCo and the Continuing Investor(s) to proceed with the transactions contemplated by the Merger Agreement and to terminate any liability or obligation of the Withdrawing Investor(s) under this Agreement (other than as specifically set forth in Sections 2.5, 2.9, 4.6, and 4.11, and with respect to breaches of this Agreement by the Withdrawing Investor prior to the date of the completion of such arrangements) and its Equity Commitment Letter; provided, that any assignee of a Withdrawing Investor’s participation rights pursuant to this sentence shall be sufficiently creditworthy (in the good faith determination of such Withdrawing Investor and the Continuing Investor(s)) and shall assume (in a written agreement with such Withdrawing Investor that is acceptable to such Withdrawing Investor and Continuing Investor(s)) all of such Withdrawing Investor’s obligations under its Equity Commitment Letter and (except as provided in this sentence) this Agreement and NewCo shall release such Withdrawing Investor from all of its obligations thereunder. For avoidance of doubt, except as set forth in the immediately preceding sentence, all other Investors shall remain bound by this Agreement. For purposes of this Agreement, the assignee of a majority of the participation rights of a Withdrawing Investor pursuant to this Section 2.3.2 shall, with the prior written consent of the Continuing Investor(s), be deemed a Requisite Investor under this Agreement and shall have such corresponding rights and obligations set forth herein.

2.3.3.

Voting Commitment. Each Investor agrees to vote all shares of the Company’s voting securities now or hereafter owned by them, whether beneficially or otherwise, or as to which they have voting power (a) in favor of the adoption and approval of the Merger Agreement and the Statutory Merger Agreement and the transactions contemplated thereby, including the Merger, and (b) against (and not deliver a written consent with respect to) any Alternative Proposal or any action that is intended to, or would reasonably be expected to, materially impede, interfere with or delay or otherwise materially and adversely affect the Merger or the transactions contemplated by the Merger Agreement, in each case at any meeting of the Company’s shareholders.

2.4.

Notices.

2.4.1.

NewCo and the Arch Investor agree to use their reasonable efforts to keep all Investors reasonably informed, on a current basis, of developments relating to the transactions contemplated by the Merger Agreement, including the anticipated Closing Date and instructions and other relevant information as to the funding of each Investor’s Commitment. NewCo shall provide each Investor with at least three (3) Business Days’ prior written notice of the anticipated Closing Date under the Merger Agreement. In the event that any Investor (and/or Affiliate(s)) funds its Commitment as contemplated by such Investor’s Equity Commitment Letter, and the Closing does not occur, within three (3) Business Days thereafter, NewCo or Merger Sub, as applicable, shall promptly return all amounts of the funded Commitment to such Investor.

2.4.2.

Any notices or correspondence received by NewCo or Merger Sub under, in connection with, or related to this Agreement or the Merger Agreement shall be promptly provided to each Investor at, in the case of the Warburg Investor, c/o Warburg Pincus LLC, 450 Lexington Avenue, New York, NY 10017, Attention: General Counsel, Facsimile: (212) 878-9351, Email: notices@warburgpincus.com with a copy (which shall not constitute notice) to Wachtell, Lipton, Rosen & Katz, 51 West 52nd Street, New York, NY 10019, Attention: Mark F. Veblen, Facsimile: (212) 403-2000, E-mail: MFVeblen@wlrk.com, and in the case of the Kelso Investor, c/o Kelso & Company, 320 Park Avenue, 24th Floor, New York, NY 10022, Attention: William Woo, E-mail: wwoo@kelso.com with a copy (which shall not constitute notice) to Debevoise & Plimpton, LLP, 919 Third Avenue, New York NY 10022, Attention: Michael A. Diz. Email: madiz@debevoise.com, or any other address designated by such Investor in writing to NewCo. All notices or other communications to NewCo in connection with or related to this Agreement shall be provided to NewCo at Waterloo House, Ground Floor, 100 Pitts Bay Road, Pembroke HM 08, Bermuda, or any other address designated by NewCo in writing to the Investors. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.

3.	DEFINITIONS. For purposes of this Agreement, the following terms shall have the following meanings:

“Arch Investor” shall mean Arch Reinsurance Ltd.

“Commitments” shall, for each Investor, mean the amount of (cash and non-cash) equity set forth in the Equity Commitment Letter delivered by such Investor and/or its Affiliate(s) to NewCo on November 2, 2020, as amended on the date hereof.

“Kelso Investor” shall mean Kelso Investment Associates X, L.P.

“Investors” shall mean the Arch Investor, the Kelso Investor and the Warburg Pincus Investor.

“Pro Rata Share” shall mean the percentage calculated by dividing the amount of an Investor’s Commitment (for the avoidance of doubt, without regard to the funding by any other Investor of its Commitments) by the aggregate Commitments of all Investors. For the avoidance of doubt, as of November 2, 2020 and as of the date hereof, the Pro Rata Share of the Arch Investor, Kelso Investor and Warburg Investor is 40%, 30% and 30%, respectively.

“Warburg Pincus Investor” shall mean WP Windstar Investments Ltd.

4.	MISCELLANEOUS.

[Signature pages follow]

IN WITNESS WHEREOF, each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

	GREYSBRIDGE HOLDINGS LTD.
	By:	/s/ Pierre Jal
	Name:	Pierre Jal
	Title:	Director
	ARCH REINSURANCE LTD.
	By:	/s/ Jerome Halgan
	Name:	Jerome Halgan
	Title:	Chief Executive Officer
		Arch Reinsurance Ltd.
	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
	WP WINDSTAR INVESTMENTS LTD
	By:	/s/ David Sreter
	Name:	David Sreter
	Title:	Director

Exhibit 99.4

February 16, 2021

Greysbridge Holdings Ltd.

c/o Arch Capital Group Ltd.

Waterloo House, Ground Floor

100 Pitts Bay Road

Pembroke HM 08, Bermuda

Ladies and Gentlemen:

This letter agreement amends and restates and replaces in its entirety the letter agreement dated November 2, 2020 among the parties hereto with respect to the subject matter hereof.

Reference is made to (x) the Agreement and Plan of Merger, dated as of October 9, 2020, by and among Arch Capital Group Ltd., a Bermuda exempted company limited by shares (“Parent”), Greysbridge Ltd., a Bermuda exempted company limited by shares and a wholly-owned subsidiary of Parent (“Merger Sub”) and Watford Holdings Ltd., a Bermuda exempted company limited by shares (the “Company”), as amended by Amendment No. 1 on November 2, 2020, and as assigned on November 2, 2020 by Parent to Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares (“NewCo”, and the merger agreement, as it may be further amended or modified from time to time, the “Merger Agreement”) and (y) the Interim Investors Agreement, dated as of November 2, 2020 (as amended and restated on the date hereof and as further amended from time to time, the “Interim Investors Agreement”), by and among NewCo and each of the Investors named therein. Capitalized terms used and not defined herein, but defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement, except as otherwise provided herein. This letter agreement is being delivered by each of the undersigned (other than NewCo) (each an “Investor,” and collectively, the “Investors”) to NewCo in connection with the transactions contemplated by the Merger Agreement and execution of the Interim Investors Agreement.

3.	Assignment; Amendments and Waivers; Entire Agreement.

5.	Limited Recourse; Enforcement.

NewCo further agrees that neither it nor any of its Affiliates (which shall exclude each Other Investor in its capacity as an “Investor” under the Interim Investors Agreement) shall have any right of recovery against any of the Investors or any Related Party, whether by piercing of the corporate veil, by a claim on behalf of NewCo against any of the Investors or any Related Party, or otherwise, except for NewCo’s right (x) to be capitalized by the Investors or (y) to be paid the Damage Amount by the Investors, in each case under and to the extent provided in this letter agreement and subject to the terms and conditions in this letter agreement. NewCo hereby covenants and agrees that it shall not institute, and shall cause its Affiliates (which shall exclude each Other Investor in its capacity as an “Investor” under the Interim Investors Agreement) not to institute, any proceeding or bring any other claim (whether at law or equity in tort, contract or otherwise) arising under, or in connection with, the Merger Agreement, the Interim Investors Agreement or the transactions contemplated thereby, or in respect of any oral or written representations made or alleged to be made in connection therewith, against any of the Investors or any Related Party except for claims solely against the Investors under this letter agreement.

7.	Governing Law; Jurisdiction; Waiver of Jury Trial; Rights and Remedies

[Remainder of Page Intentionally Left Blank]

Sincerely,

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.

By: Name: Title:

/s/ David Sreter                               David Sreter Authorised Signatory

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.

By: Name: Title:

/s/ David Sreter                               David Sreter Authorised Signatory

WP WINDSTAR INVESTMENTS LTD

RECEIVED AND ACKNOWLEDGED

AS OF THE DATE FIRST WRITTEN ABOVE:

GREYSBRIDGE HOLDINGS LTD.

[Signature Page to Amended and Restated Equity Commitment Letter - WP]

Exhibit 99.5

PURCHASE AGREEMENT

PURCHASE AGREEMENT, dated as of February 16, 2021, by and among (i) Arch Reinsurance Ltd. (“Seller”) and (ii) WP Windstar Investments Ltd (“Buyer”).

Reference is made to (w) the Agreement and Plan of Merger, dated as of October 9, 2020, by and among Arch Capital Group Ltd., Greysbridge Ltd., and Watford Holdings Ltd., a Bermuda exempted company (the “Issuer”), as amended by Amendment No. 1 dated as of November 2, 2020, and as assigned on November 2, 2020 by Parent to Greysbridge Holdings Ltd. (“NewCo”) (as further amended or modified from time to time, the “Merger Agreement”), (x) the Voting and Support Agreement, dated as of October 9, 2020, by and among Seller, the Issuer and other parties thereto (the “Arch Voting and Support Agreement”), (y) the Interim Investors Agreement, dated as of November 2, 2020 by and among NewCo and the Investors named therein (the “Interim Investors Agreement”), and (z) the equity commitment letters dated as of November 2, 2020 by and between NewCo and each Investor (or between NewCo and certain funds affiliated with each such Investor) (the “Equity Commitment Letters”). Capitalized terms used and not defined herein shall have the meanings ascribed to them in the Merger Agreement, the Interim Investors Agreement or the Equity Commitment Letters, as applicable.

WHEREAS, in connection with the transactions contemplated by the above-referenced agreements, Buyer wishes to buy from Seller and Seller wishes to sell to Buyer shares of common stock, $0.01 par value per share (“Common Shares”), of the Issuer.

WHEREAS, substantially concurrently with the Closing (as defined below), (i) Seller and the Issuer will enter into a waiver (the “Waiver”) with respect to certain provisions of the Arch Voting and Support Agreement, (ii) Buyer and the Issuer will enter into a voting and support agreement (the “Buyer Voting and Support Agreement”) on terms to be mutually agreed, (iii) the Interim Investors Agreement will be amended and restated, and (iv) each of the Equity Commitment Letters will be amended and restated.

NOW THEREFORE, in consideration of the premises and the mutual agreements, covenants and provisions contained herein, the parties hereto agree as follows: