November 2, 2020
- Gary Boss, John Healy, Howard Adler, Analisa Dillingham, Michael Seaton, Timothy Cornell, Andrew Young, Neil Barlow, Dean Agnos
- New York, Washington D.C.
Clifford Chance advises Watford on pending US$700 million acquisition by Arch
New York: Leading international law firm Clifford Chance is advising Watford Holdings Ltd. (Watford) (NASDAQ:WTRE) on its pending approximately US$700 million acquisition by Bermuda-based insurance, reinsurance and mortgage insurance company Arch Capital Group Ltd. (Arch). Watford is a global P&C insurance and reinsurance company, headquartered in Bermuda, with operations in Bermuda, the US and the EU.
Watford and Arch have entered into a definitive merger agreement under which Arch will acquire all the common shares of Watford in an all-cash transaction, which is expected to close in the first quarter of 2021, subject to the satisfaction of certain conditions. Watford will continue to operate as a standalone business and Arch will assign its interests and obligations under the merger agreement to a newly formed entity of which Arch will own approximately 40%, and funds managed by Warburg Pincus LLC and Kelso & Company will each own approximately 30%.
Corporate partners Gary Boss and John Healy led on the transaction, with Neil Barlow acting as the lead associate. The wider deal team included partners Per Chilstrom (Capital Markets), Analisa Dillingham (Insurance/Reinsurance), Howard Adler (ERISA), Michael Seaton (Tax) and Timothy Cornell (Antitrust), assisted by counsel Andrew Young (Banking & Finance) and associates Dean Agnos (Corporate), Atul Jain (ERISA) and Joseph Hansen (Tax).
Clifford Chance has advised Watford on numerous matters including the 2014 initial US$1.13 billion capital raise and launch of its multi-line reinsurance subsidiary, Watford Re Ltd. More recently, the firm advised on Watford's 2019 direct listing of its common shares on the Nasdaq Global Select Market and its $175.0 million offering of senior notes along with its acquisition of Axeria IARD.