Enstar Group Limited (the “Company”) entered into an underwriting agreement on March 7, 2017 (the “Underwriting Agreement”) with Barclays Capital Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Underwriting Agreement provided for the offer and sale (the “Offering”) of $350 million in aggregate principal amount of the Company’s 4.500% senior notes due 2022 (the “Notes”). A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Offering was made to a shelf registration statement on Form S-3 (No. 333-198718) and the prospectus included therein filed with the United States Securities and Exchange Commission (the “Commission”) on September 12, 2014 and a prospectus supplement filed with the Commission on March 8, 2017. The Offering of the Notes closed on March 10, 2017.

In connection with the Offering, on March 10, 2017, the Company and The Bank of New York, as trustee (the “Trustee”) entered into a senior indenture (the “Senior Indenture”) and a first supplemental indenture thereto (the “First Supplemental Indenture”). The Senior Indenture and the First Supplemental Indenture set forth the terms and conditions of the Notes and the rights and obligations of the parties thereto and the holders of the Notes. Copies of the Senior Indenture and the First Supplemental Indenture are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated herein by reference.

The foregoing descriptions of the Underwriting Agreement, the Senior Indenture and the First Supplemental Indenture are qualified by reference to the agreements themselves, which are attached as exhibits to this report.

Item 9.01. Financial Statements and Exhibits

Exhibits

Refer to the Exhibit Index attached hereto, which is incorporated herein by reference.

About Enstar Group Limited (NASDAQ:ESGR)

Enstar Group Limited (Enstar) is a holding company. The Company focuses on acquiring and managing insurance and reinsurance companies in run-off, and the acquisition and management of portfolios of insurance and reinsurance business in run-off. Enstar operates its business through four segments: Non-Life Run-Off, Atrium, StarStone, and Life and Annuities. Non-life Run-off segment comprises the operations of its subsidiaries that are running off their property and casualty and other non-life lines of business, including the run-off businesses of StarStone and Arden Reinsurance Company Ltd. (Arden). Atrium segment consists of the active underwriting operations and financial results of Northshore Holdings Limited. StarStone segment consists of the active underwriting operations and financial results of StarStone Holdings. The Life and Annuities Segment consists of the operations of the Company’s subsidiaries managing its closed-block of life and annuity business.

Enstar Group Limited (NASDAQ:ESGR) Recent Trading Information

Enstar Group Limited (NASDAQ:ESGR) closed its last trading session up +0.35 at 190.35 with 32,042 shares trading hands.