As filed with the Securities and Exchange Commission on July 12, 2007
Registration No. 333-139989
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
AMENDMENT NO. 5
TO
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
VALIDUS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
 
         
Bermuda   6331   Not Applicable
(State or other jurisdiction of
incorporation or organization) 		  (Primary Standard Industrial
Classification Code Number) 		  (I.R.S. Employer
Identification Number)
 
Validus Holdings, Ltd.
19 Par-La-Ville Road
Hamilton HM11 Bermuda
(441) 278-9000
(Address, including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 590-9200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
 
 
 
 
Copies to
 
         
Edward J. Noonan
Jeff Consolino
Validus Holdings, Ltd.
19 Par-La-Ville Road
Hamilton HM11 Bermuda
(441) 278-9000 		  Michael A. Becker, Esq.
John Schuster, Esq.
Cahill Gordon & Reindel LLP
80 Pine Street
New York, New York 10005
(212) 701-3000 		  Gary I. Horowitz, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Ave.
New York, New York 10017
(212) 455-2000
 
Approximate date of commencement of proposed sale to the public:   As soon as practicable after the effective date of this registration statement.
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.   o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o
 
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
 

 

 
EXPLANATORY NOTE
 
The sole purpose of this amendment is to file Exhibits 4.1, 5.1, 8.1 and 8.2 to the registration statement as indicated in the Exhibit index of this amendment. No change is made to the preliminary prospectus constituting Part I of the registration statement or Items 13, 14, 15, 16(b) or 17 of Part II of the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the registration statement, the signature page to the registration statement and Exhibits 4.1, 5.1, 8.1 and 8.2.

 

PART II
 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 16.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
(a) Exhibits
 
         
Exhibit
   
number
 
Description of document
 
  1 .1   Form of Purchase Agreement**
  3 .1   Memorandum of Association dated October 10, 2005**
  3 .2   Amended and Restated Bye-laws**
  4 .1   Specimen Common Share Certificate
  4 .2   Certificate of Deposit of Memorandum of Increase of Share Capital dated October 28, 2005**
  5 .1   Opinion of Conyers Dill & Pearman
  8 .1   Opinion of Cahill Gordon & Reindel llp as to certain tax matters
  8 .2   Opinion of Conyers Dill & Pearman as to certain tax matters
  10 .1   Shareholders’ Agreement dated as of December 12, 2005 among Validus Holdings, Ltd. and the Shareholders Named Herein**
  10 .2   Founder Agreement with Aquiline Capital Partners LLC dated December 7, 2005**
  10 .3   Advisory Agreement with Aquiline Capital Partners LLC dated December 7, 2005**
  10 .4   Form of Warrant**
  10 .5   Five-Year Secured Letter of Credit Facility Agreement**
  10 .6   Three-Year Unsecured Letter of Credit Facility Agreement**
  10 .7   [Reserved]
  10 .8   9.069% Junior Subordinated Deferrable Debentures Indenture as of June 15, 2006**
  10 .9   First Supplemental Indenture to the above Indenture dated as of September 15, 2006**
  10 .10   Amended and Restated Employment Agreement between Validus Holdings, Ltd. and Edward J. Noonan**
  10 .11   Amended and Restated Employment Agreement between Validus Holdings, Ltd. and George P. Reeth**
  10 .12   Amended and Restated Employment Agreement between Validus Holdings, Ltd. and Joseph E. (Jeff) Consolino**
  10 .13   Amended and Restated Employment Agreement between Validus Holdings, Ltd. and Stuart W. Mercer**
  10 .14   Amended and Restated Employment Agreement between Validus Reinsurance, Ltd. and Conan M. Ward**
  10 .15   Investment Manager Agreement with BlackRock Financial Management, Inc.**
  10 .16   Risk Reporting & Investment Accounting Services Agreement with BlackRock Financial Management, Inc.**
  10 .17   Discretionary Advisory Agreement with Goldman Sachs Asset Management**
  10 .18   Validus Holdings, Ltd. 2005 Amended & Restated Long-Term Incentive Plan**
  10 .19   Form of Restricted Share Agreement for employee without Employment Agreement**
  10 .20   Form of Restricted Share Agreement for employee with Employment Agreement**
  10 .21   Form of Stock Option Agreement for employee without Employment Agreement**
  10 .22   Form of Stock Option Agreement for employee with Employment Agreement**
  10 .23   Nonqualified Supplemental Deferred Compensation Plan**
  10 .24   Director Stock Compensation Plan**
  10 .25   Employment Agreement between Validus Reinsurance, Ltd. and Jerome Dill**
  10 .26   Amended and Restated Restricted Share Agreement between Validus Holdings, Ltd. and Edward J. Noonan**
  10 .27   Amended and Restated Restricted Share Agreement between Validus Holdings, Ltd. and George P. Reeth**
  10 .28   Stock Option Agreement between Validus Holdings, Ltd. and Edward J. Noonan**
  10 .29   Stock Option Agreement between Validus Holdings, Ltd. and George P. Reeth**

 

         
Exhibit
   
number
 
Description of document
 
  10 .30   Share Sale Agreement between Validus Holdings, Ltd. and the Shareholders of Talbot Holdings Ltd.**
  10 .31   Agreement to Provide Information between Validus Holdings, Ltd. and Talbot Holdings Ltd.**
  10 .32   8.480% Junior Subordinated Deferrable Debentures Indenture as of June 29, 2007**
  10 .33   Form of Backstop Subscription Agreement between Validus Holdings, Ltd. and our Major Investors**
  21 .1   Subsidiaries of the Registrant**
  23 .1   Consent of Conyers Dill & Pearman (included in Exhibits 5.1 and 8.2)
  23 .2   Consent of Cahill Gordon & Reindel llp (included in Exhibit 8.1)
  23 .3   Consent of PricewaterhouseCoopers**
  23 .4   Consent of KPMG Audit Plc**
  24 .1   Power of Attorney (included as part of the signature pages)**
  99 .1   Audit Committee Charter**
  99 .2   Compensation Committee Charter**
  99 .3   Corporate Governance and Nominating Committee Charter**
 
 
** Previously filed.

 

SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hamilton, Bermuda, on July 12, 2007.
 
Validus Holdings, Ltd.
 
  By: 
/s/   Edward J. Noonan
Name: Edward J. Noonan
  Title:  Chief Executive Officer
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
             
Signature
 
Title
 
Date
 
/s/   Edward J. Noonan

Name: Edward J. Noonan 		  Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)   July 12, 2007
         
*

Name: George P. Reeth 		  Deputy Chairman and President   July 12, 2007
         
/s/   Joseph E. (Jeff) Consolino

Name: Joseph E. (Jeff) Consolino 		  Chief Financial Officer and Executive Vice President (Principal Financial Officer and Principal Accounting Officer)   July 12, 2007
         
*

Name: Matthew J. Grayson 		  Director   July 12, 2007
         
*

Name: Jeffrey W. Greenberg 		  Director   July 12, 2007
         
*

Name: John J. Hendrickson 		  Director   July 12, 2007
         
*

Name: Stuart A. Katz 		  Director   July 12, 2007
         
*

Name: Sander M. Levy 		  Director   July 12, 2007
         
*

Name: Jean-Marie Nessi 		  Director   July 12, 2007
         
*

Name: Mandakini Puri 		  Director   July 12, 2007

 

             
Signature
 
Title
 
Date
 
*

Name: Alok Singh
  Director   July 12, 2007
         
*

Name: Christopher E. Watson
  Director   July 12, 2007
         
/s/   Joseph E. (Jeff) Consolino

As: Attorney-in-Fact
       

 

EXHIBIT LIST
 
         
Exhibit
   
number
 
Description of document
 
  1 .1   Form of Purchase Agreement**
  3 .1   Memorandum of Association dated October 10, 2005**
  3 .2   Amended and Restated Bye-laws**
  4 .1   Specimen Common Share Certificate
  4 .2   Certificate of Deposit of Memorandum of Increase of Share Capital dated October 28, 2005**
  5 .1   Opinion of Conyers Dill & Pearman
  8 .1   Opinion of Cahill Gordon & Reindel llp as to certain tax matters
  8 .2   Opinion of Conyers Dill & Pearman as to certain tax matters
  10 .1   Shareholders’ Agreement dated as of December 12, 2005 among Validus Holdings, Ltd. and the Shareholders Named Herein**
  10 .2   Founder Agreement with Aquiline Capital Partners LLC dated December 7, 2005**
  10 .3   Advisory Agreement with Aquiline Capital Partners LLC dated December 7, 2005**
  10 .4   Form of Warrant**
  10 .5   Five-Year Secured Letter of Credit Facility Agreement**
  10 .6   Three-Year Unsecured Letter of Credit Facility Agreement**
  10 .7   [Reserved]
  10 .8   9.069% Junior Subordinated Deferrable Debentures Indenture as of June 15, 2006**
  10 .9   First Supplemental Indenture to the above Indenture dated as of September 15, 2006**
  10 .10   Amended and Restated Employment Agreement between Validus Holdings, Ltd. and Edward J. Noonan**
  10 .11   Amended and Restated Employment Agreement between Validus Holdings, Ltd. and George P. Reeth**
  10 .12   Amended and Restated Employment Agreement between Validus Holdings, Ltd. and Joseph E. (Jeff) Consolino**
  10 .13   Amended and Restated Employment Agreement between Validus Holdings, Ltd. and Stuart W. Mercer**
  10 .14   Amended and Restated Employment Agreement between Validus Reinsurance, Ltd. and Conan M. Ward**
  10 .15   Investment Manager Agreement with BlackRock Financial Management, Inc.**
  10 .16   Risk Reporting & Investment Accounting Services Agreement with BlackRock Financial Management, Inc.**
  10 .17   Discretionary Advisory Agreement with Goldman Sachs Asset Management**
  10 .18   Validus Holdings, Ltd. 2005 Amended & Restated Long-Term Incentive Plan**
  10 .19   Form of Restricted Share Agreement for employee without Employment Agreement**
  10 .20   Form of Restricted Share Agreement for employee with Employment Agreement**
  10 .21   Form of Stock Option Agreement for employee without Employment Agreement**
  10 .22   Form of Stock Option Agreement for employee with Employment Agreement**
  10 .23   Nonqualified Supplemental Deferred Compensation Plan**
  10 .24   Director Stock Compensation Plan**
  10 .25   Employment Agreement between Validus Reinsurance, Ltd. and Jerome Dill**
  10 .26   Amended and Restated Restricted Share Agreement between Validus Holdings, Ltd. and Edward J. Noonan**
  10 .27   Amended and Restated Restricted Share Agreement between Validus Holdings, Ltd. and George P. Reeth**
  10 .28   Stock Option Agreement between Validus Holdings, Ltd. and Edward J. Noonan**
  10 .29   Stock Option Agreement between Validus Holdings, Ltd. and George P. Reeth**
  10 .30   Share Sale Agreement between Validus Holdings, Ltd. and the Shareholders of Talbot Holdings Ltd.**
  10 .31   Agreement to Provide Information between Validus Holdings, Ltd. and Talbot Holdings Ltd.**

 

         
Exhibit
   
number
 
Description of document
 
  10 .32   8.480% Junior Subordinated Deferrable Debentures Indenture as of June 29, 2007.**
  10 .33   Form of Backstop Subscription Agreement between Validus Holdings, Ltd. and our Major Investors**
  21 .1   Subsidiaries of the Registrant**
  23 .1   Consent of Conyers Dill & Pearman (included in Exhibits 5.1 and 8.2)
  23 .2   Consent of Cahill Gordon & Reindel llp (included in Exhibit 8.1)
  23 .3   Consent of PricewaterhouseCoopers**
  23 .4   Consent of KPMG Audit Plc**
  24 .1   Power of Attorney (included as part of the signature pages)**
  99 .1   Audit Committee Charter**
  99 .2   Compensation Committee Charter**
  99 .3   Corporate Governance and Nominating Committee Charter**
 
 
** Previously filed.

 

Exhibit 4.1
(GRAPHIC)

 

Exhibit 5.1
11 th July 2007
         
Validus Holdings, Ltd.
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda 		  DIRECT LINE:
E-MAIL:
OUR REF:
YOUR REF: 		  441 299 4965
graham.collis@conyersdillandpearman.com
GBC/dhm/380423/203173/CorpDocs
Dear Sirs,
Validus Holdings, Ltd. (the “Company”)
We have acted as special legal counsel in Bermuda to the Company in connection with a registration statement on form S-1 (Registration No. 333-139989) filed with the United States Securities and Exchange Commission (the “Commission”) on 16 th January 2007 and thereafter amended (the “Registration Statement”, which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of an aggregate of 15,660,963 voting common shares, par value US$0.175 each, of which 13,415,501 are being offered by the Company (the “New Shares”) and 2,245,462 are being offered by certain selling shareholders named in the prospectus forming part of the Registration Statement.
For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 11 th July 2007, minutes of a meeting of the board of directors of the Company held on 11 th January 2007 and minutes of a meeting of the shareholders of the Company held on 1 st March 2007 and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (c) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein, and (d) that, upon issue of any shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof.

 

 

Under Bermuda law, in order for a share to be validly issued, it must have been issued in accordance with the Companies Act 1981 and the company’s bye-laws, which, in the case of the Company, means that the share must have been issued by a resolution of the board of directors of the Company to a person who has agreed to become a member of the Company. In addition, in order for the share to be fully paid, either the Company must have received the consideration for the full issue price thereof which must be equal at least to the par value thereof or the share must have been issued as a bonus share on capitalisation of the amount standing to the credit of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution which amount must be equal at least to the aggregate of the par values of all such bonus shares issued. Under section 65 of the Companies Act 1981 the register of members of a company must have entered therein, inter alia, the names and addresses of the members of the company, a statement of the shares held by each member and, in respect of any share that is not a fully paid share, it must specify the amount paid or agreed to be considered as paid on such share. Under section 68 of the Companies Act 1981 the register of members of a company is prima facie evidence of any matters directed or authorised by the Companies Act 1981 to be inserted therein. Accordingly, our opinion in paragraph 3 below is based solely upon a review of the register of members of the Company dated 10 th July 2007, prepared by the Company.
We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Shares by the Company and is not to be relied upon in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that:
1.   The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning solely that it has not failed to make any filing with any Bermuda government authority or to pay any Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist under the laws of Bermuda).
 
2.   When issued and paid for as contemplated by the Registration Statement, the New Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).
 
3.   All of the issued voting common shares of US$0.175 each of the Company and the issued non-voting common shares of US$0.175 each of the Company are validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).

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We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “RISK FACTORS — We are a Bermuda company and it may be difficult for you to enforce judgements against us or against our directors and executive officers” and “Validity of Common Shares” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman
CONYERS DILL & PEARMAN

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Exhibit 8.1

(212) 701-3000

July 11, 2007

Validus Holdings, Ltd.
19 Par-La-Ville Road
Hamilton HM 11, Bermuda

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-1 (the "Registration Statement") you have requested our opinion as to certain U.S. federal income tax matters. Our opinion is set forth in the Registration Statement under the heading "Certain Tax Considerations--United States Taxation."

We hereby consent to the filing of this letter as Exhibit 8.1 to the Registration Statement and to the use of our name under the caption "Certain Tax Considerations--U.S. Taxation" in the Registration Statement.

Very truly yours, 

/s/ CAHILL GORDON & REINDEL LLP
------------------------------------
Cahill Gordon & Reindel LLP

 

Exhibit 8.2
11 th July 2007
         
Validus Holdings, Ltd.
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda 		  DIRECT LINE:
E-MAIL:
OUR REF: 		  441 299 4965
graham.collis@conyersdillandpearman.com
GBC/dhm/280423/203183/CorpDocs
Dear Sirs,
Validus Holdings, Ltd. (the “Company”)
We have acted as special legal counsel in Bermuda to the Company in connection with a registration statement on form S-1 (Registration No. 333-139989) filed with the United States Securities and Exchange Commission (the “Commission”) on 16 th January 2007 and thereafter amended (the “Registration Statement”, which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of an aggregate of 15,660,963 voting common shares, par value US$0.175 each, of which 13,415,501 are being offered by the Company and 2,245,462 are being offered by certain selling shareholders named in the prospectus forming part of the Registration Statement.
For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 11 th July 2007, minutes of a meeting of the board of directors of the Company held on 11 th January 2007 and minutes of a meeting of the shareholders of the Company held on 1 st March 2007 and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.
We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (c) that there is no provision of the law of any jurisdiction, other than Bermuda, which would have any implication in relation to the opinions expressed herein.

 

 

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purpose of the filing of the Registration Statement and the offering of the Shares by the Company and is not to be relied upon in respect of any other matter.
On the basis of and subject to the foregoing, we are of the opinion that the statements under the captions “Bermuda Taxation — Taxation of Validus and its Subsidiaries” and “Taxation of Shareholders” in the prospectus forming part of the Registration Statement, to the extent that they constitute statements of Bermuda law, are accurate in all material respects and that such statements constitute our opinion.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the caption “Certain Tax Considerations” in the prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
Yours faithfully,
/s/ Conyers Dill & Pearman
CONYERS DILL & PEARMAN

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