Item 1.01. Entry into a Material Definitive Agreement.
On January 14, 2022, Enstar Group Limited (the "Company") and its wholly-owned
subsidiary, Enstar Finance LLC ("Enstar Finance"), completed an underwritten
public offering (the "Offering") of $500 million aggregate principal amount of
5.500% Fixed-Rate Reset Junior Subordinated Notes due 2042 (the "Junior
Subordinated Notes"). The Junior Subordinated Notes were issued by Enstar
Finance and are fully and unconditionally guaranteed, on a junior subordinated
basis, by the Company. The offer and sale of the Junior Subordinated Notes has
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), pursuant to an automatic shelf registration statement (the "Registration
Statement") on Form S-3 (File Nos. 333-247995 and 333-247995-01) and the
prospectus included therein filed with the Securities and Exchange Commission
(the "Commission") on August 17, 2020 and a prospectus supplement filed with the
Commission on January 14, 2022.
In connection with the Offering, on January 14, 2022, the Company, Enstar
Finance and The Bank of New York Mellon, as trustee (the "Trustee"), entered
into a second supplemental indenture (the "Second Supplemental Indenture") to
the junior subordinated indenture, dated as of August 26, 2020 (the "Junior
Subordinated Indenture"). The Junior Subordinated Indenture and the Second
Supplemental Indenture set forth the terms and conditions of the Junior
Subordinated Notes, including customary events of default and the rights and
obligations of the parties thereto and the holders of the Junior Subordinated
Notes. Copies of the Junior Subordinated Indenture and the Second Supplemental
Indenture are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are
incorporated herein by reference.
The Junior Subordinated Notes will bear interest (a) from the date of original
issue to, but excluding, January 15, 2027 at the fixed rate of 5.500% per annum
and (b) from, and including, January 15, 2027, during each five-year period
thereafter, at a rate per annum equal to the Five-Year Treasury Rate as of two
business days prior to the beginning of such five-year period plus 4.006%, as
reset at the beginning of each such five-year period. Interest will be paid in
arrears on January 15 and July 15 of each year, commencing on July 15, 2022. If,
as of any interest payment date, a Mandatory Deferral Event (as defined below)
has occurred and is continuing, Enstar Finance and the Company will be required
to defer payment of all (and not less than all) of the interest accrued on the
Junior Subordinated Notes as of such interest payment date. A "Mandatory
Deferral Event" will be deemed to have occurred if the Company or all of its
subsidiaries that are regulated insurance or reinsurance companies (or part of
such regulatory group) are in breach of the enhanced capital and surplus
requirements under applicable insurance supervisory laws (the "Enhanced Capital
Requirements"), or would breach such Enhanced Capital Requirements if payment of
accrued and unpaid interest on the Junior Subordinated Notes, together with any
accrued and unpaid interest on any junior subordinated notes outstanding that
rank equally in right of payment with the Junior Subordinated Notes, were made.
The Junior Subordinated Notes are scheduled to mature on January 15, 2042, if,
on such date, certain redemption requirements are satisfied, or otherwise,
following such scheduled maturity date, on the earlier of (a) the date falling
ten business days after the redemption requirements are satisfied and would
continue to be satisfied if such payment were made and (b) the date on which a
winding-up of the Company or Enstar Finance occurs (the "Final Maturity Date").
The Junior Subordinated Notes may not be repaid prior to the Final Maturity Date
if the Enhanced Capital Requirements would be breached immediately before or
after giving effect to such repayment of the Junior Subordinated Notes, unless
the Company, Enstar Finance or another subsidiary of the Company replaces the
capital represented by the Junior Subordinated Notes to be repaid with capital
having equal or better capital treatment as the Junior Subordinated Notes under
applicable insurance supervisory laws, provided that any redemption of the
Junior Subordinated Notes prior to January 15, 2027 will be subject to the
approval of the Bermuda Monetary Authority.
The Junior Subordinated Indenture and the Second Supplemental Indenture provide
for the following events of default (subject in certain cases to customary grace
and cure periods): nonpayment of principal or any premium when due (other than
if Enstar Finance is required to postpone payment to satisfy certain redemption
requirements); nonpayment of interest (except if due to a Mandatory Deferral
Event); failure of the Company's guarantee of the Junior Subordinated Notes to
be in full force and effect
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(other than a permitted release of the guarantee); or certain events of
bankruptcy, insolvency or reorganization of Enstar Finance or the Company.
Generally, if an event of default occurs, the trustee or the holders
representing at least 25% of the aggregate principal amount of the then
outstanding Junior Subordinated Notes may declare the principal and accrued and
unpaid interest on all of the Junior Subordinated Notes to be due and payable
immediately.
The foregoing descriptions of the Junior Subordinated Indenture and the Second
Supplemental Indenture are qualified by reference to the agreements themselves,
which are attached as exhibits to this report.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of the Registrant.
The information set forth above under Item 1.01 is hereby incorporated by
reference into this Item 2.03.
Item 8.01. Other Events.
In connection with the Offering, the Company and Enstar Finance entered into an
Underwriting Agreement on January 12, 2022 (the "Underwriting Agreement") with
Barclays Capital Inc., BMO Capital Markets Corp., HSBC Securities (USA) Inc. and
Wells Fargo Securities, LLC, as representatives of the several underwriters
named therein.
The Underwriting Agreement contains customary representations, warranties and
agreements by the Company and Enstar Finance, other obligations of the parties
and termination provisions. Additionally, the Company and Enstar Finance have
agreed to indemnify the underwriters against certain liabilities, including
liabilities under the Securities Act, or to contribute to payments the
underwriters may be required to make because of any of those liabilities.
The foregoing description of the Underwriting Agreement is qualified by
reference to the agreement itself, which is attached as Exhibit 1.1 to this
report, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
Exhibits
Exhibit
No.                   Description

  1.1  *              Underwriting Agreement dated as of January 12, 2022,

among Enstar Finance LLC,

Enstar Group Limited, Barclays Capital Inc., BMO

Capital Markets Corp., HSBC

Securities (USA) Inc. and Wells Fargo Securities,

LLC, as representatives of


                      the several underwriters named therein.

  4.1                 Junior Subordinated Indenture dated as of August 26,

2020, among Enstar Finance


                      LLC, Enstar Group Limited and The Bank of New York

Mellon, as trustee


                      (incorporated by reference to Exhibit 4.1 of the

Company's Form 8-K filed on

August 26, 2020).

  4.2                 Second Supplemental Indenture dated as of January 14, 2022, among Enstar
                      Finance LLC, Enstar Group Limited and The Bank of New

York Mellon, as trustee.



  5.1                 Opinion of Hogan Lovells US LLP.

  5.2                 Opinion of Conyers Dill & Pearman Limited.

  23.1                Consent of Hogan Lovells US LLP (included in Exhibit 5.1).

  23.2                Consent of Conyers Dill & Pearman Limited (included in Exhibit 5.2).

101                   Pursuant to Rule 406 of Regulation S-T, the cover

page information is formatted


                      in Inline XBRL.

104                   Cover page Interactive Data File (embedded within the

Inline XBRL document).


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*                 Schedules and exhibits have been omitted pursuant to Item

601(a)(5) of

Regulation S-K. Enstar Group Limited agrees to furnish to

the Securities and

Exchange Commission a copy of such schedules and

exhibits, or any section


                  thereof, upon request.


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