As filed with the Securities and Exchange Commission on May 9, 2019
Registration No. 333-
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
WATFORD HOLDINGS LTD.
(Exact name of registrant as specified in its charter)
__________________
Bermuda
6331
98-1155442
(State or other jurisdiction
of incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer Identification Number)
Waterloo House, 1 st Floor
100 Pitts Bay Road, Pembroke HM 08
Bermuda
+1 441 278-3455
(Address, including zip code, and telephone number, including area code, of principal executive offices)
__________________
Alexandre Scherer
Watford Holdings (U.S.) Inc.
445 South Street, Suite 220
Morristown, NJ 07962
(973) 753-1331
(Name, Address, including zip code, and telephone number, including area code, of agent for service)
__________________
Copies to:
Gary D. Boss, Esq.
Per B. Chilstrom, Esq.
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
__________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
 
Accelerated filer
¨
Non-accelerated filer
x
(Do not check if a smaller reporting company)
 
 
Smaller reporting company
¨
 
Emerging growth company
x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x
__________________
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
 
Amount to be
Registered
 
Proposed
Maximum
Offering Price
Per Share (2)
 
Proposed
Maximum
Aggregate
Offering Price (2)
 
Amount of
Registration Fee (2)
Common Shares, par value $0.01 per share
 
907,315 (1)
 
$24.66
 
$22,374,387.90
 
$2,711.78
_______________
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) of the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Common Shares of Watford Holdings Ltd., as reported on the NASDAQ Global Select Market on May 7, 2019.



PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*In accordance with Rule 428(b) under the Securities Act, the documents containing the information called for by Part I of Form S-8 will be sent or given to individuals who participate in the Watford Holdings Ltd. 2018 Stock Incentive Plan (the “ 2018 Plan ”) and are not being filed with or included in this Form S-8. These documents and the documents incorporated by reference in this registration statement (the “ Registration Statement ”) pursuant to Item 3 of Part II of Form S-8, taken together, constitute the prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed by Watford Holdings Ltd. (the “ Registrant ”) with the Securities and Exchange Commission (the “ Commission ”) are hereby incorporated by reference herein, and shall be deemed to be a part of, this Registration Statement:
1.
The prospectus filed on March 28, 2019 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1 (File No. 333-230080), originally filed with the Commission on March 5, 2019, which contains audited financial statements for the Registrant’s most recently completed fiscal year ended December 31, 2018, which was declared effective by the Commission on March 26, 2019; and
2.
The description of the common shares contained in the Registration Statement on Form 8-A/A, filed with the Commission on March 26, 2019 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and any amendments or reports filed for the purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicate that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part of it from the respective dates of filing such documents; except as to any portion of any future annual, quarterly or current report or other document that is deemed furnished and not deemed filed under such provisions.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
See the description of securities contained in the Registration Statement on Form S-1 (File No. 333-230080).

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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant’s bye-laws provide that the Registrant will, to the fullest extent possible, indemnify its officers and directors in respect of their actions and omissions except in respect of fraud or dishonesty.
The Registrant has entered into indemnification agreements with each of its executive officers and directors, in addition to the indemnification provided for in the Registrant’s charter documents, and the Registrant intends to enter into indemnification agreements with any new directors and executive officers in the future. The indemnification agreements provide that the Registrant will indemnify, defend and hold harmless its directors and officers to the maximum possible extent permitted by law from, and pay on behalf of such directors and officers, all expenses incurred because of any claim or claims made against him or her or involving him or her in a proceeding, (a) by reason of the fact that he or she is or was a director and/or officer or (b) related to or arising out of anything done or not done by such director or officer in any such capacity; provided , that the Registrant shall not be obligated to make any advance payment of expenses to any director or officer (a) resulting from a claim that such director or officer gained in fact any personal profit or advantage to which he or she was not legally entitled or (b) brought about or contributed to by the fraud or dishonesty of the director or officer seeking payment. Generally, the maximum obligation under such indemnifications is not explicitly stated and, as a result, the overall amount of these obligations cannot be reasonably estimated. If the Registrant were to incur a loss in connection with these arrangements, it could affect its business, operating results and financial condition.
The Registrant has purchased and intends to maintain insurance on behalf of itself and any person who is or was a director or officer against any loss arising from any claim asserted against him or her and incurred by him or her in that capacity, subject to certain exclusions and limits of the amount of coverage.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
A list of exhibits filed with this Registration Statement is set forth in the Exhibit Index hereto and is incorporated herein by reference.
Item 9. Undertakings.
(a)
The undersigned Registrant hereby undertakes:
(i)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(A)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(B)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change

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in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(C)
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this Registration Statement;
provided , however , that paragraphs (a)(i)(A) and (a)(i)(B) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(ii)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(iii)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act and each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted against the Registrant by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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EXHIBIT INDEX
Exhibit
Number
 
3.1*
3.2*
3.3*
4.1*
4.2
5.1
23.1
23.2
24.1
_______________
*
Filed previously.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Hamilton, Bermuda on this 9th day of May, 2019.
WATFORD HOLDINGS, LTD.
 
 
By:
/s/ John F. Rathgeber
 
Name:   John F. Rathgeber
 
Title:      Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint John F. Rathgeber and Robert L. Hawley, and each of them, with full power of substitution and full power to act without the other, such person’s true and lawful attorney-in-fact and agent to act for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and any related registration statement filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature
 
Title
 
Date
 
 
 
 
 
/s/ John F. Rathgeber
 
Chief Executive Officer
(Principal Accounting Officer)
 
May 9, 2019
John F. Rathgeber
 
 
 
 
 
 
 
/s/ Robert Hawley
 
Chief Financial Officer
(Principal Financial Officer)
 
May 9, 2019
Robert Hawley
 
 
 
 
 
 
 
/s/ Walter Harris
 
Chairman of the Board and Director
 
May 9, 2019
Walter Harris
 
 
 
 
 
 
 
/s/ Maamoun Rajeh
 
Director
 
May 9, 2019
Maamoun Rajeh
 
 
 
 
 
 
 
/s/ Nicolas Papadopoulo
 
Director
 
May 9, 2019
Nicolas Papadopoulo
 
 
 
 
 
 
 
/s/ Garth Lorimer Turner
 
Director
 
May 9, 2019
Garth Lorimer Turner
 
 
 
 
 
 
 
/s/ Deborah DeCotis
 
Director
 
May 9, 2019
Deborah DeCotis
 
 
 
 
 
 
 
/s/ Thomas Miller
 
Director
 
May 9, 2019
Thomas Miller
 
 
 
 
 
 
 
/s/ Elizabeth Gile
 
Director
 
May 9, 2019
Elizabeth Gile
 
 
 
 
 
 
 
/s/ Alexandre Scherer
 
Authorized Representative in the United States
 
May 9, 2019
Alexandre Scherer
 
 


Exhibit 4.2

WATFORD HOLDINGS LTD.
2018 STOCK INCENTIVE PLAN
FORM OF RESTRICTED SHARE UNIT AWARD AGREEMENT
THIS AGREEMENT, dated as of ________, 2019, by and between Watford Holdings Ltd., a Bermuda exempted company with limited liability (the “ Company ”) and ______________ (the “ Grantee ”).
WHEREAS, the Company maintains the Watford Holdings Ltd. 2018 Stock Incentive Plan (the “ Plan ”) (capitalized terms used but not defined herein shall have the respective meanings ascribed thereto by the Plan);
WHEREAS, in accordance with the Plan, the Company may from time to time issue awards of Restricted Share Units (“ RSUs ”) to individuals and persons who provide services to, among others, the Company and certain of its Affiliates;
WHEREAS, the Grantee is eligible to receive awards under the terms of the Plan; and
WHEREAS, in accordance with the Plan, the Committee has determined that it is in the best interests of the Company and its shareholders to grant RSUs to the Grantee subject to the terms and conditions set forth below.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Grant of RSUs . The Company hereby grants the Grantee [____] RSUs. The RSUs are subject to the terms and conditions of this Agreement, and are also subject to the provisions of the Plan. The Plan is hereby incorporated herein by reference as though set forth herein in its entirety. To the extent such terms or conditions in this Agreement conflict with any provision of the Plan, the terms and conditions set forth in the Plan shall govern. Where the context permits, references to the Company shall include any successor to the Company.
2. Restrictions . The RSUs awarded pursuant to this Agreement and the Plan shall be subject to the terms and conditions set forth in this Paragraph 2.
(a) Subject to clauses (b), (c), and (d) below, the period of restriction with respect to RSUs granted hereunder (the “ Restriction Period ”) shall begin on the date hereof and lapse with respect to one-third of the RSUs granted hereunder on each of the first, second and third anniversaries of April 26, 2019 provided the Grantee is employed by the Company on such anniversary.
(b) In the event the Grantee ceases to be an employee of the Company during the Restriction Period due to an Unjustified Termination, for a period of twelve months following the date of such Unjustified Termination, the unvested RSUs shall continue to vest in equal monthly installments in an amount each month on the monthly anniversary of April 26, 2019 equal to the product of (i) the number of unvested RSUs granted hereunder on the date of such Unjustified Termination, multiplied by (ii) a fraction that has a numerator of one and a denominator equal to


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the number of months remaining (measured from the date of such Unjustified Termination) until the third anniversary of April 26, 2019.
(c) In the event during the Restriction Period the Grantee reaches Retirement Age, the unvested portion of the RSUs granted hereunder shall vest and be settled upon the schedule set forth in Section 4 but, notwithstanding the terms of the Grantee’s employment agreement with the Company, no later than December 31 of the taxable year following the taxable year in which vesting occurs.
(d) In the event the Grantee’s employment with the Company is terminated by the Company due to an Unjustified Termination (in accordance with the terms set forth in the Grantee’s employment agreement with the Company) at any time following a Change in Control, then the unvested portion of the RSUs granted hereunder shall thereupon vest.
(e) For purposes of this Section 2:
(i) “ Cause ” means (A) theft or embezzlement by the Grantee with respect to the Company or its Affiliates; (B) willful disregard or gross negligence in the performance of the Grantee’s duties; (C) the Grantee’s conviction of any felony or any crime involving moral turpitude; (D) willful or prolonged absence from work by the Grantee (other than by reason of Permanent Disability due to physical or mental illness) or failure, neglect or refusal by the Grantee to perform his duties and responsibilities; (E) continued and habitual use of alcohol by the Grantee to an extent which materially impairs the Grantee’s performance of his duties; (F) the Grantee’s use of illegal drugs; (G) the Grantee’s failure to use his best efforts to obtain, maintain or renew the work permit described in the Grantee’s employment agreement with the Company; or (H) the material breach by the Grantee of any of the covenants contained in the Grantee’s employment agreement with the Company. Cause shall not exist with respect to items (B), (D), (E), (F), (G) or (H) (other than, in the case of item (H), a breach of the representations and warranties made by the Grantee in the Grantee’s employment agreement with the Company) unless and until the Grantee has been given written notice specifying in detail the circumstances giving rise to the alleged Cause, and the Grantee shall have failed, within thirty days after such notice, to remedy (or, if such alleged cause cannot be remedied within thirty days, diligently commenced to remedy) the alleged Cause.
(ii) “ Change in Control ” means:
(A) the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 33 1/3% (on a fully diluted basis) of either (I) the then outstanding Shares, taking into account as outstanding for this purpose such Shares issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Shares; or (II) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided , however , that the following acquisitions shall not constitute a Change in Control: (y) any acquisition by the Company or any Affiliate; or (z) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate;


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(B) during any period of twelve months, individuals who, at the beginning of such period, constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board; provided , that any Person becoming a director subsequent to the date of the Grantee’s employment agreement with the Company, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided , however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;
(C) the sale, transfer or other disposition of all or substantially all of the assets of the Company and its Affiliates to any Person that is not an Affiliate of the Company; or
(D) there is consummated a merger or amalgamation or consolidation involving the Company or any direct or indirect subsidiary with any other corporation or other entity, other than (y) a merger or amalgamation or consolidation which results in the voting securities of the Company outstanding immediately prior to such merger or amalgamation or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) 66 2/3% or more of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or amalgamation or consolidation, or (z) a merger or amalgamation or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the beneficial owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its Affiliates) representing 33 1/3% or more of the combined voting power of the Company’s then outstanding securities.
(iii) “ Employment Period ” means the period of the Grantee’s employment with the Company as set forth in the Grantee’s employment agreement with the Company.
(iv) “ Good Reason ” means, without the Grantee’s written consent and subject to the notice requirement and the Company’s opportunity to cure as set forth in the Grantee’s employment agreement with the Company, (A) the assignment to the Grantee of any duties materially inconsistent with the Grantee’s then status as an executive officer of the Company or a substantial adverse alteration in the nature of the Grantee’s responsibilities; (B) a material reduction by the Company in the Grantee’s base salary, target bonus or annual award of RSUs; (C) the relocation of the Grantee’s principal place of employment outside of Bermuda; or (D) any material breach by the Company of the provisions contained in the Grantee’s employment agreement with the Company.


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(v) “ Justified Termination ” means termination of the Employment Period (A) prior to the expiration of the original Employment Period (or the Employment Period as extended pursuant to the Grantee’s employment agreement with the Company): (x) by the Company for Cause, (y) as a result of the Grantee’s resignation or leaving of his employment, other than for Good Reason, or (z) as a result of the death or Permanent Disability of the Grantee; or (B) at the end of the Employment Period as a result of the Grantee’s provision of written notice not to extend the Employment Period pursuant to the Grantee’s employment agreement with the Company
(vi) “ Permanent Disability ” means those circumstances where the Grantee is unable to continue to perform the usual customary duties of his assigned job in accordance with the provisions of the Grantee’s employment agreement with the Company for a period of six months in any twelve month period because of physical, mental or emotional incapacity resulting from injury, sickness or disease, as determined pursuant to the process set forth in the Grantee’s employment agreement with the Company.
(vii) “ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, an estate, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.
(viii) “ Retirement Age ” means the later of (A) the Grantee’s fifty-fifth birthday or (B) the date on which the Grantee has completed five continuous years of service with the Company or any of its Affiliates. For purposes of this definition, the Grantee is credited with one year of service after completion of each full twelve month period of employment with the Company or its Affiliates (including for this purpose only, Arch Capital Group Ltd. or its Affiliates) as determined by the Company.
(ix) “ Unjustified Termination ” means termination of the Grantee’s employment with the Company either (A) at the end of the original or any extended Employment Period due to the Company giving written notice of non-extension pursuant to the Grantee’s employment agreement with the Company or (B) by the Grantee for Good Reason or by the Company not for Cause prior to the expiration of the original Employment Period (or the Employment Period as extended pursuant to the Grantee’s employment agreement with the Company).
3. Voting and Other Rights . The Grantee shall have no rights of a shareholder of the Company and will not be treated as an owner of Shares for tax purposes by reason of holding the RSUs. Notwithstanding the foregoing, a dividend equivalent right (a “ Dividend Equivalent Right ”) is hereby granted to the Grantee, consisting of the right to receive, with respect to each RSU, cash in an amount equal to the cash dividends paid in the ordinary course on a Share to the Company’s common shareholders. All such cash (if any) payable on an RSU during the Company’s fiscal year shall be accumulated and paid to the Grantee within the first thirty days of the next succeeding fiscal year.
4. Settlement . Each vested and outstanding RSU shall be settled in one Share within three business days of the date on which it vests (either by delivering one or more certificates for


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such Share or by entering such Share in book-entry form, as determined by the Company in its discretion). Such issuance shall constitute payment of the RSUs. References herein to issuances to the Grantee shall include issuances to any beneficial owner or other person to whom (or to which) the Shares are issued. The Company’s obligation to issue Shares or otherwise make any payment with respect to vested RSUs is subject to the condition precedent that the Grantee, or other person entitled under the Plan to receive any Shares with respect to the vested RSUs, deliver to the Company any representations or other documents or assurances required pursuant to Paragraph 5(k). The Grantee shall have no further rights with respect to any RSUs that are paid or that terminate pursuant to Paragraph 2. For the avoidance of doubt, to the extent the terms of this Paragraph 4 conflict with any terms of the Plan relating to the settlement of RSUs, the terms of this Paragraph 4 shall govern.
5. Miscellaneous . (a) The value of an RSU may decrease depending upon the Fair Market Value of a Share from time to time. Neither the Company, the Committee, nor any other party associated with the Plan shall be held liable for any decrease in the value of the RSUs. If the value of such RSUs decrease, there will be a decrease in the underlying value of what is distributed to the Grantee under the Plan and this Agreement.
(b) Participation in the Plan confers no rights or interests other than as herein provided. With respect to this Agreement, (i) the RSUs are bookkeeping entries; (ii) the obligations of the Company under the Plan are unsecured and constitute a commitment by the Company to make benefit payments in the future; (iii) to the extent that any person acquires a right to receive payments from the Company under the Plan, such right shall be no greater than the right of any general unsecured creditor of the Company; (iv) all payments under the Plan (including distributions of Shares) shall be paid from the general funds of the Company; and (v) no special or separate fund shall be established or other segregation of assets made to assure such payments (except that the Company may in its discretion establish a bookkeeping reserve to meet its obligations under the Plan). The RSUs shall be used solely as a device for the determination of the payment to eventually be made to the Grantee if the RSUs vest pursuant to Paragraph 2. The award of RSUs is intended to be an arrangement that is unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.
(c) This Agreement shall be governed by and construed in accordance with the laws of New York, without giving effect to principles of conflict of laws.
(d) The Committee may construe and interpret this Agreement and establish, amend and revoke such rules, regulations and procedures for the administration of this Agreement as it deems appropriate. In this connection, the Committee may correct any defect or supply any omission, or reconcile any inconsistency in this Agreement or in any related agreements, in the manner and to the extent it shall deem necessary or expedient to make the Plan fully effective. All decisions and determinations by the Committee in the exercise of this power shall be final and binding upon the Company and the Grantee.
(e) All notices hereunder shall be in writing, and if to the Company or the Committee, shall be delivered to the Board or mailed to the Company’s principal office, addressed to the attention of the Board; and if to the Grantee, shall be delivered personally, sent by facsimile transmission or mailed to the Grantee at the address appearing in the records of the Company. Such


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addresses may be changed at any time by written notice to the other party given in accordance with this Paragraph 5(e).
(f) The failure of the Grantee or the Company to insist upon strict compliance with any provision of this Agreement or the Plan, or to assert any right the Grantee or the Company, respectively, may have under this Agreement or the Plan, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement or the Plan.
(g) The Company shall be entitled to withhold from any payments or deemed payments any amount of tax withholding it determines to be required by law.
(h) Notwithstanding anything to the contrary contained in this Agreement, to the extent that the Board determines that the Plan or any RSU is subject to Section 409A or Section 457A of the Code and fails to comply with the requirements of Section 409A or Section 457A of the Code, the Board reserves the right (without any obligation to do so or to indemnify the Grantee for failure to do so), without the consent of the Grantee, to amend or terminate the Plan and this Agreement and/or amend, restructure, terminate or replace such RSU in order to cause such RSU to either not be subject to Section 409A or Section 457A of the Code or to comply with the applicable provisions of such section.
(i) The terms of this Agreement shall be binding upon the Grantee and upon the Grantee’s heirs, executors, administrators, personal representatives, transferees, assignees and successors in interest and upon the Company and its successors and assignees, subject to the terms of the Plan.
(j) Unless otherwise permitted in the sole discretion of the Committee, (i) neither this Agreement nor any rights granted herein shall be assignable by the Grantee and (ii) no purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any RSUs or Shares by any holder thereof in violation of the provisions of this Agreement or the Plan will be valid, and the Company will not transfer any of said RSUs or Shares on its books nor will any Shares be entitled to vote, nor will any distributions be paid thereon, unless and until there has been full compliance with said provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.
(k) The Grantee hereby agrees to perform all acts, and to execute and deliver any documents, that may be reasonably necessary to carry out the provisions of this Agreement, including but not limited to all acts and documents related to compliance with securities, tax and other applicable laws and regulations.
(l) The Grantee hereby represents and agrees that the Grantee is not acquiring the RSUs or the Shares with a view to distribution thereof.
(m) Nothing in this Agreement shall confer on the Grantee any right to continue in the employ or other service of the Company or any Affiliate thereof or interfere in any way with


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the right of the Company or any Affiliate or shareholder thereof to terminate the Grantee’s employment or other service at any time. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or service as provided in this Agreement or under the Plan.
(n) This Agreement and the Plan contain the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto.
(o) This Agreement may be executed in any number of counterparts, including via facsimile, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
(p) Except as otherwise provided in the Plan or clause (h) above, no amendment or modification hereof shall be valid unless it shall be in writing and signed by all parties hereto.


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IN WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of the day and year first above written.
WATFORD HOLDINGS LTD.
 
 
By:
 
 
Name:
 
Title:
 
 
 
 

Exhibit 5.1

9 May 2019
Matter No.:347964
Doc Ref: 15480816
Tel: 441 279 5327
Email: jacqueline.king@conyersdill.com
Watford Holdings Ltd.
Waterloo House
100 Pitts Bay Road
Pembroke HM 08
Bermuda
Dear Sirs,
Re: Watford Holdings Ltd. (the "Company")
We have acted as special Bermuda legal counsel to the Company in connection with a registration statement on Form S-8 filed with the U.S. Securities and Exchange Commission (the "Commission") on 9 May 2019 (the "Registration Statement", which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), of an aggregate of 907,315 common shares, par value US$0.01 (the “Common Shares”), each issuable pursuant to the Company’s 2018 Stock Incentive Plan (the “Plan,” which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).
For the purposes of giving this opinion, we have examined a copy of the Registration Statement and the Plan. We have also reviewed the memorandum of association and the bye-laws of the Company, each certified by the Secretary of the Company on 9 May 2019, minutes of a meeting of its directors held on 14 March 2014, 30 August 2017, 9 November 2017, 15 August 2018, 7 November 2018 and 9 May 2019 (together, the "Resolutions") 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) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) 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, (f) the validity and binding effect under the laws of the State of New York of the Plan in accordance with its terms; (g) that there is no provision of any award agreement which would have any implication in relation to the opinions expressed herein, (h) that upon issue of any Common Shares, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof (i) that on the date of issuance of any of the Common Shares, the Company will have sufficient authorised but unissued common shares, and (j) that the Company’s shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, as


amended, and the consent to the issue and free transfer of the Common Shares given by the Bermuda Monetary Authority in its notice to the public dated 1 June 2005 will not have been revoked or amended as at the time of issuance of any Common Shares.
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 Common 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 in accordance with the terms of the Plan, the Common 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).
We hereby consent to the filing of this opinion as an exhibit to 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,
Conyers Dill & Pearman Limited
 
 
/s/ Conyers Dill & Pearman Limited

Page 2 of 2
Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Watford Holdings Ltd. of our report dated March 5, 2019 which appears in the Company's prospectus filed on March 28, 2019 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1 (File No. 333-230080), originally filed with the Commission on March 5, 2019.

/s/ PricewaterhouseCoopers Ltd.
Hamilton, Bermuda
May 9, 2019