UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 15, 2007
Enstar Group Limited
(Exact name of registrant as specified in its charter)
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| Bermuda
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001-33289
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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P.O. Box HM 2267, Windsor Place, 3rd Floor
18 Queen Street, Hamilton HM JX Bermuda
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (441) 292-3645
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On April 15, 2007, Enstar Group Limited (the “Company”) entered into a Third Party Equity
Commitment Letter (the “Commitment Letter”) with J.C. Flowers II L.P. (the “Flowers Fund”). The
Commitment Letter provides for the Company to contribute up to an aggregate of $200 million to one
or more co-investment vehicles (the “Co-Investment Vehicles”) that will be created to participate
alongside the Flowers Fund and certain other investors in the proposed acquisition of SLM
Corporation, commonly known as Sallie Mae. The Company’s investment is conditioned upon the
conditions to the closing of the proposed acquisition of Sallie Mae being satisfied or waived by
the Flowers Fund. Pursuant to the terms of the Commitment Letter, in the event that the
transaction is consummated, a Flowers Fund designee would be named general partner and managing
member of each Co-Investment Vehicle.
Although the Company has committed to invest up to $200 million, the Flowers Fund will seek to
obtain additional investors to fund some or all of the Company’s commitment. In the event the
Flowers Fund successfully obtains investments from other investors, the amount payable by the
Company with respect to its $200 million commitment will be reduced accordingly.
The Commitment Letter and the Company’s obligations thereunder will terminate immediately upon
termination of the agreement to acquire Sallie Mae.
The Company has previously committed to invest an aggregate of $100 million in the Flowers
Fund. The commitment to invest in the Co-Investment Vehicles pursuant to the Commitment Letter is
in addition to that prior $100 million commitment.
J.C. Flowers II L.P. is a private investment fund for which JCF Associates II L.P. is the
general partner and J.C. Flowers & Co. LLC is the investment advisor. JCF Associates II L.P. and
J.C. Flowers & Co. LLC are controlled by J. Christopher Flowers, a director and one of the largest
shareholders of the Company. In addition, John J. Oros, a director and Executive Chairman of the
Company, is a Managing Director of J.C. Flowers & Co. LLC.
The foregoing description of the Commitment Letter is qualified in its entirety by reference
to the complete text of the letter, which is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 |
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Third Party Equity Commitment Letter, dated as of April 15, 2007, by and between Enstar Group
Limited and J.C. Flowers II L.P. |