ENSTAR GROUP LTD FILES (8-K) Disclosing Other Events, Regulation FD Disclosure
Item 8.01. Other Events.
On
wholly-owned subsidiary of
Master Agreement with Allianz SE ("Allianz") and
("Enhanzed Re"). Cavello Bay currently owns 75.1% of Enhanzed Re and Allianz
owns the remaining 24.9%. Pursuant to the Master Agreement, Cavello Bay and
Allianz have agreed to a series of transactions that will (a) commute or novate
all of the reinsurance contracts written by Enhanzed Re, (b) repay the
million
and (c) distribute Enhanzed Re's excess capital to Cavello Bay and Allianz in
accordance with their respective equity ownership.
Pursuant to the Master Agreement, all of the insurance liabilities ceded to
Enhanzed Re by affiliates of Enstar will be commuted or novated to Cavello Bay.
All of the insurance liabilities ceded to Enhanzed Re by affiliates of Allianz
will be commuted to Allianz or novated to Cavello Bay, except for one
reinsurance transaction related to a block of annuity policies written by an
affiliate of Allianz (the "Annuities Portfolio"). Each commutation and novation
will be priced based on the estimated amount of the liabilities being commuted
or novated as of
and Allianz will cooperate in good faith with Enhanzed Re to novate the
Annuities Portfolio to a third-party on commercially reasonable terms.
The completion of the transactions contemplated by the Master Agreement is
subject to customary closing conditions, including the receipt of certain
regulatory approvals. The novation of the contract related to the Annuities
Portfolio may occur after the commutation and novation of all of Enhanzed Re's
other reinsurance contracts, but all of such commutations and novations are
expected to occur in the third or fourth quarter of 2022.
Completion of the commutations and novations contemplated by the Master
Agreement will eliminate Enstar's direct exposure to catastrophe business and is
expected to result in an approximate
value, which represents an increase of approximately
share, exclusive of the potential impact of a future novation of the Annuities
Portfolio.
Item 7.01. Regulation FD Disclosure.
During the six months ending
unrecognized investment losses of
volatility in the global financial markets. In the month of
investment portfolio recognized an estimated unrealized gain of
markets and a drop in interest rates. These figures exclude the results of
Enhanzed Re and certain other investments that are reported on a quarterly lag
as disclosed in Note 16 - Subsequent Events to the consolidated financial
statements included within our Quarterly Report on Form 10-Q for the period
ended
In addition to the strong July month end investment results, market conditions
in August continue to improve which has favorably impacted our risk assets. As
of the date of this filing, equity markets were up and credit spreads have
continued to improve. All in yields remain elevated year-to-date which allows us
to invest new premium at attractive levels. Regardless of near-term volatility,
we continue to have conviction that our investment portfolio is well positioned
to deliver long term value.
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 transactions due to the failure of the closing
conditions being satisfied or for other reasons. In addition, the capital
markets remain volatile and there can be no assurance that the quarter to date
unrealized investment gains will be maintained through the end of the quarter.
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Important risk factors regarding Enstar can be found under the heading "Risk
Factors" in Enstar's Form 10-K for the year ended
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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