DGAP-News: Enstar Group Limited to Acquire Torus Insurance Holdings Limited
(firmenpresse) - Enstar Group Limited
09.07.2013 14:56
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Affiliates of Stone Point Capital to Partner in Torus, Atrium and Arden
Acquisitions
Enstar Announces Amended Revolving Credit Facility
HAMILTON, Bermuda, July 9, 2013 (GLOBE NEWSWIRE) -- Enstar Group Limited
('Enstar') (Nasdaq:ESGR) announced today that it has entered into a definitive
agreement to acquire global specialty insurer Torus Insurance Holdings Limited
('Torus'). Torus is the holding company of six wholly owned insurance vehicles,
including one Lloyd's syndicate. The total consideration for the transaction is
$692 million.
Enstar will issue approximately 1,901,000 ordinary voting shares and
approximately 711,000 newly created non-voting preferred shares having an
aggregate value of approximately $346 million to partially fund the purchase
price. Enstar will also contribute approximately $69 million in cash towards
the purchase price, with affiliates of Stone Point Capital LLC ('Stone Point')
funding the remaining approximately $277 million through an equity
co-investment. Following the closing of the transaction, Enstar will own 60% of
Torus and Stone Point will own 40%.
Private equity firms First Reserve and Corsair Capital, Torus' largest
shareholders, will receive both Enstar shares and cash consideration in the
transaction, with the remaining Torus shareholders receiving all cash.
Following the closing of the transaction, affiliates of First Reserve, who will
receive a mix of voting shares and all of the non-voting preferred shares being
issued by Enstar in the transaction, will own an approximately 11.5% economic
interest in Enstar, and Enstar will nominate one designee of First Reserve to
Enstar's Board of Directors. Completion of the transaction is conditioned on,
among other things, governmental and regulatory approvals and satisfaction of
various customary closing conditions. The transaction is expected to close by
the end of the year.
Enstar also announced today that affiliates of Stone Point have committed to
provide up to $106 million of equity capital towards Enstar's previously
announced acquisitions of Atrium Underwriting Group and Arden Reinsurance
Company. Assuming both of those transactions are consummated, Enstar would own
60% of those companies and Stone Point would own 40%.
Dominic Silvester, Enstar's Chief Executive Officer, said, 'Following the
recent announcement of our agreement to acquire Atrium, we are pleased to
continue our expansion into 'live' underwriting through the acquisition of
Torus. Torus provides us with an opportunity to acquire a large, international
A- rated group of companies that both diversifies Enstar into the active market
and enhances the opportunities available to our core legacy business. In
addition, we are excited to be partnering with Stone Point. We have worked with
them successfully in the past and we believe their expertise in the insurance
industry will add tremendous value to these acquisitions.'
Dermot O'Donohoe, who Torus announced earlier today was named its Group Chief
Executive Officer, said, 'We are very pleased with this transaction and the
opportunity to join Enstar during this exciting time, as it expands into the
live insurance market. We have a high regard for both Enstar and Stone Point
and are confident in our collective abilities to achieve great results as a
result of this deal.'
Charles A. Davis, Stone Point's Chief Executive Officer, said, 'Stone Point is
delighted to be partnering with Enstar on the Torus and Atrium transactions.
Our successful relationship with Dominic Silvester and the Enstar team dates
back to 2000. We have been one of the largest shareholders of Enstar for many
years and have worked with Enstar's senior management on a number of
acquisitions. We look forward to joining with Enstar in these investments and
working with the Torus and Atrium management teams.'
In addition, Enstar announced today that it has entered into an amended and
restated revolving credit facility with National Australia Bank, Barclays Bank,
and Royal Bank of Canada. The restated five-year revolving credit facility is
effective until July 2018 and permits Enstar to borrow up to an aggregate of
$375.0 million. The interest rate is LIBOR plus 2.75% for amounts drawn, with a
1.1% commitment fee on undrawn funds. Enstar's previously existing $250.0
million facility was set to terminate in June 2014.
As previously announced, Enstar will be presenting at a meeting of investors in
New York City on Wednesday, July 10, 2013, at 12:30 p.m. Eastern time to
provide a detailed update on the company and information regarding the
transactions announced today. The meeting will last approximately 90 minutes
and will feature remarks from Enstar's four executive officers and the Chairman
of the Board. The meeting will be webcast over the Events&Presentations
section of Enstar's Investor Relations webpage at
http://www.enstargroup.com/events.cfm and a replay will remain available until
September 9, 2013. The presentation slides will be available shortly before the
meeting on the same webpage. If you would like to listen to the live meeting,
please use the webcast or call (855) 219-9569 (from outside the U.S. dial: +1
(267) 753-2130). Use participant code: 16242570.
About Enstar
Enstar, a Bermuda company, 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. Enstar recently announced its expansion
into live underwriting with its June 2013 definitive agreement to acquire
Atrium Underwriting Group, an acquisition expected to close by the end of the
year.
About Torus
Torus is a global specialty insurer and the holding company of six wholly owned
insurance vehicles, including one Lloyd's syndicate, Syndicate 1301. The
company offers a diversified range of property, casualty and specialty
insurance, as well as reinsurance products, to a global client base.
About Stone Point
Stone Point is a financial services-focused private equity firm based in
Greenwich, CT. The firm has raised and managed five private equity funds - the
Trident Funds - with aggregate committed capital of more than $9 billion. In
addition to the capital invested by the Trident Funds, Stone Point has secured
approximately $6 billion of equity co-investments since 2001. Stone Point
targets investments in the global financial services industry, including
investments in insurance and reinsurance companies, banks and depository
institutions, companies that provide outsourced services to financial
institutions, asset management firms, insurance distribution and other
insurance-related businesses, specialty lending and other credit opportunities,
mortgage services companies and employee benefits and healthcare companies. For
further information about Stone Point, see www.stonepoint.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Statements
regarding intent, belief or current expectations are included in these
forward-looking statements. Investors are cautioned that any such
forward-looking statements speak only as of the date they are made, are notguarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those projected in the
forward-looking statements as a result of various factors. In particular,
Enstar may not be able to complete the proposed transactions on the terms
summarized above or other acceptable terms, or at all, due to a number of
factors, including but not limited to the failure to obtain governmental and
regulatory approvals or to satisfy other closing conditions. Additional
important risk factors regarding Enstar may be found under the heading 'Risk
Factors' in Enstar's Form 10-K for the year ended December 31, 2012, and are
incorporated herein by reference. Furthermore, Enstar undertakes no obligation
to update any written or oral forward-looking statements or publicly announce
any updates or revisions to any of the forward-looking statements contained
herein, to reflect any change in its expectations with regard thereto or any
change in events, conditions, circumstances or assumptions underlying such
statements, except as required by law.
CONTACT: Richard J. Harris
Telephone: (441) 292-3645
News Source: NASDAQ OMX
09.07.2013 Dissemination of a Corporate News, transmitted by DGAP -
a company of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
DGAP's Distribution Services include Regulatory Announcements,
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Media archive at www.dgap-medientreff.de and www.dgap.de
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Language: English
Company: Enstar Group Limited
Bermuda
Phone:
Fax:
E-mail:
Internet:
ISIN: BMG3075P1014
WKN:
End of Announcement DGAP News-Service
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