Enstar: GS Transaction Completed
Bermuda’s Enstar Group Limited yesterday [Dec.22] announced the simultaneous closing of the second and third tranches of an investment in the company by certain affiliated funds of GS Capital Partners, private equity funds managed by Goldman Sachs & Co.
Enstar issued 134,184 voting ordinary shares and 1,975,768 non-voting ordinary shares to GSCP for a total purchase price of approximately $181.5 million, or $86.00 per share.
At an initial closing on April 20, 2011, GSCP invested approximately $110.2 million in Enstar to acquire 531,345 voting ordinary shares of Enstar, 749,869 Series A convertible non-voting preference shares of Enstar and warrants to acquire an additional 340,820 Non-Voting Preferred Shares at $115.00 per share.
Following receipt of shareholder approval of certain matters related to the transaction at Enstar’s Annual General Meeting of Shareholders on June 28, 2011, the Non-Voting Preferred Shares automatically converted into non-voting ordinary shares and the warrants automatically converted into the right to purchase non-voting ordinary shares.
Following yesterday’s closing, GSCP has purchased from Enstar an aggregate of 665,529 voting ordinary shares, 2,725,637 non-voting ordinary shares, and warrants to purchase an additional 340,820 non-voting ordinary shares at $115.00 per share.
The shares GSCP purchased from Enstar represent approximately 19.9% of Enstar’s outstanding voting and non-voting ordinary shares on an aggregate fully diluted basis, and the warrants represent the right to acquire approximately an additional 2.0% of Enstar’s outstanding voting and non-voting ordinary shares on a fully diluted basis. The voting ordinary shares GSCP purchased from Enstar represent less than 4.9% of Enstar’s outstanding voting ordinary shares.
Other than pursuant to the exercise of the warrants, Enstar has no obligation to issue any additional shares to GSCP.
Enstar, headquartered in Hamilton, acquires and manages insurance and reinsurance companies in run-off and portfolios of insurance and reinsurance business in run-off, and provides management, consultancy and other services to the insurance and reinsurance industry.
