ENSTAR GROUP LTD FILES (8-K) Disclosing Other Events

Item 8.01. Other Events.
Enstar Group Limited (the "Company" or "Enstar") announced today that its
wholly-owned subsidiary, Cavello Bay Reinsurance Limited ("Cavello Bay"), has
entered into an Amended and Restated Reinsurance Agreement (the "LPT Agreement")
with Aspen Insurance UK Limited, Aspen Managing Agency Limited (for and on
behalf of the underwriting member(s) of Lloyd's Syndicate 4711), Aspen Bermuda
Limited, Aspen American Insurance Company, Aspen Specialty Insurance Company and
Aspen Insurance Holdings Limited (the "Aspen Companies"). The LPT Agreement
amends and restates the Reinsurance Agreement entered into on March 2, 2020, and
amended as of April 15, 2020, with respect to an adverse development cover
transaction between the parties, which closed on June 1, 2020 (the "ADC
Transaction").
Under the LPT Agreement, Cavello Bay will reinsure net losses incurred on or
prior to December 31, 2019 on the Aspen Companies' diverse mix of property,
liability and specialty lines across the U.S., U.K. and other jurisdictions (the
"Subject Business") having net loss reserves of $3.12 billion as of September
30, 2021. The LPT Agreement provides for a limit of $3.57 billion on Cavello
Bay's obligations in consideration for total premium of $3.16 billion. The
amount of net loss reserves assumed, as well as the premium and limit amounts
provided in the LPT Agreement, will be adjusted for claims paid between October
1, 2021 and the closing date of the transaction. The premium includes $770.0
million of premium previously paid with respect to reserves ceded in the ADC
Transaction, which will continue to be held in trust accounts to secure Cavello
Bay's obligations under the LPT Agreement. The incremental new premium will
initially be held in funds withheld accounts maintained by the Aspen Companies,
but will be released to the trust accounts maintained by Cavello Bay no later
than September 30, 2025. The funds withheld by the Aspen Companies will be
credited with interest at an annual rate of 1.75% plus, for periods after
October 1, 2022, an additional amount equal to 50% of the amount by which the
total return on the investments and cash and cash equivalents of Aspen Insurance
Holdings Limited and its subsidiaries exceeds 1.75%. Under the LPT Agreement,
Cavello Bay will assume claims control of the Subject Business upon closing and
entrance into an administrative services agreement.
The LPT Agreement includes customary representations and warranties,
indemnification obligations, covenants and termination rights of the parties.
Completion of the transaction is subject to regulatory approvals and
satisfaction of various other closing conditions. The transaction is expected to
close in the first half of 2022. If the transaction cannot be completed, the
existing ADC Transaction would remain in effect.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements include statements regarding the intent, belief or current
expectations of Enstar and its management team. Investors are cautioned that any
such forward-looking statements speak only as of the date they are made, are not
guarantees 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, the parties may not be
able to complete the proposed transaction due to the failure of the closing
conditions being satisfied or for other reasons. Important risk factors
regarding Enstar can be found under the heading "Risk Factors" in Enstar's

Form 10-K for the year ended December 31, 2020 and Quarterly Report on

Form 10-Q for the quarter ended September 30, 2021, which 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.

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