UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission File Number 001-33289 ENSTAR GROUP LIMITED (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) BERMUDA N/A A.S. Cooper Building, 4th Floor, 26 Reid Street, Hamilton HM 11, Bermuda (Addres ...

Transaction Overview - Enstar Group Limited's Lloyd's syndicate (Syndicate 2008) has agreed to a ground-up loss portfolio transfer (LPT) with Atrium Syndicate 609, involving discontinued portfolios including Marine Treaty Reinsurance, Property Treaty Reinsurance, and US Contractors General Liability [1] - The transaction involves Atrium Syndicate 609 ceding net loss reserves of approximately $196 million to Enstar's Syndicate 2008, based on Atrium's carried reserves as of Q3 2024 [2] - The reinsurance covers business underwritten in 2023 and prior years, with all claims handling transferring to Syndicate 2008 [2] - The transaction is expected to complete in Q1 2025, pending regulatory approvals and customary closing conditions [2] Strategic Implications - The transaction allows Enstar to apply its specialist claims handling capabilities and bespoke solution approach to a portfolio in the Lloyd's marketplace [3] - Enstar maintains a strong relationship and partnership with Atrium, highlighting the company's focus on legacy solutions and strategic collaborations [3] Company Background - Enstar is a NASDAQ-listed global insurance group offering innovative capital release solutions through its network of companies in Bermuda, the US, the UK, Continental Europe, Australia, and other international locations [3] - Since its formation in 2001, Enstar has acquired over 120 companies and portfolios, establishing itself as a market leader in legacy acquisitions [3]

HAMILTON, Bermuda, Dec. 23, 2024 (GLOBE NEWSWIRE) -- Enstar Group Limited ("Enstar") (NASDAQ:ESGR) announced today that it has completed the previously announced transaction between one of its wholly owned subsidiaries and certain subsidiaries of James River Group Holdings, Ltd. ("James River"), following receipt of the relevant regulatory approval and satisfaction of the other closing conditions. Under the terms of the adverse development cover ("ADC") agreement, Enstar's subsidiary has provided $75 millio ...

Financial Performance - Net income attributable to Enstar ordinary shareholders for the nine months ended September 30, 2024, was $393 million, a decrease from $483 million in the same period of 2023[124]. - Net income attributable to Enstar ordinary shareholders for the three months ended September 30, 2024, was $148 million, compared to $38 million for the same period in 2023, representing a significant increase[127]. - Basic earnings per share for the three months ended September 30, 2024, was $10.09, up from $2.46 in the same period of 2023, indicating a growth of 309%[127]. - Diluted earnings per share for the three months ended September 30, 2024, was $9.84, compared to $2.43 in the prior year, reflecting an increase of 304%[127]. - Net income for the nine months ended September 30, 2024, was $425 million, down from $609 million in the comparative period, resulting in a ROE of 7.8% compared to 10.8% in the prior year[153]. - Comprehensive income attributable to Enstar for Q3 2024 was $293 million, compared to a comprehensive loss of $35 million in Q3 2023[149]. - The company reported total net income for the three months ended September 30, 2024, was $61 million, compared to a net loss of $72 million in the same period of 2023[132]. - Net income attributable to Enstar ordinary shareholders increased by $110 million to $148 million for Q3 2024 compared to $38 million in Q3 2023[149]. Losses and Reserves - As of September 30, 2024, the net balance of losses and loss adjustment expenses (LAE) was $10,610 million, a decrease from $12,155 million in the same period of 2023, reflecting a reduction of approximately 12.7%[74]. - The total losses and LAE at fair value as of September 30, 2024, were $11,272 million, compared to $12,944 million as of September 30, 2023, reflecting a decrease of approximately 12.9%[75]. - The net incurred losses and LAE for the three months ended September 30, 2024, totaled $(3) million, compared to $(10) million for the same period in 2023, indicating an improvement in claims experience[74]. - The company experienced a favorable reduction in provisions for unallocated loss adjustment expenses (ULAE) for both the three and nine months ended September 30, 2024, driven by reductions in loss reserves[83]. - The reduction in estimates of net ultimate losses for the nine months ended September 30, 2024, was $63 million, primarily driven by favorable developments in professional indemnity and workers' compensation lines[81]. - The total average net loss reserves reached $10,564 million, with an adjusted RLE % of 0.3%[163]. - The average payout for liabilities is estimated at 8.15 years, with a corporate bond yield of A Rated and a risk cost of capital at 6.15% as of September 30, 2024[104]. Investments - Total fair value of investments, excluding funds held by reinsured companies, was $14.183 billion as of September 30, 2024[93]. - The fair value of corporate investments was $3.781 billion, with significant contributions from asset-backed securities totaling $851 million[93]. - The total fair value of investments measured at fair value using Level 3 inputs was $390 million[97]. - The fair value of fixed maturities and short-term investments was $6,960 million as of September 30, 2024, representing 77.9% of total investments[217]. - The company reported a total of $2.542 billion in funds held, with $2.342 billion in significant observable inputs[96]. - The total fair value changes in trading securities and other investments resulted in a decrease of $6 million for the quarter[97]. - The company held $1.163 billion in losses and loss adjustment expenses (LAE) as of the reporting date[96]. Expenses and Costs - General and administrative expenses increased by $19 million in Q3 2024, primarily due to higher salaries and benefits expenses[149]. - The company reported total expenses of $20 million for the nine months ended September 30, 2024, with net incurred losses and LAE also at $20 million[132]. - The company recognized a total of $125 million in unrealized gains on fixed maturities for the nine months ended September 30, 2024[119]. - The company reported a reduction in unallocated LAE of $5 million for the three months ended September 30, 2024[101]. - The company incurred net loss reserves of $(15) million in the current period, with amortization of fair value adjustments amounting to $2 million[201]. Merger and Acquisition Activities - The proposed merger agreement with Elk Bidco Limited was unanimously approved by the company's Board of Directors[259]. - The company has a commitment of $150 million to the GCM Fund, with $95 million called as of September 30, 2024[108]. - The company has agreed to a return of capital of $500 million to shareholders as part of a merger agreement, which may result in losses from the sale of securities in an unrealized loss position[232]. - The company expects to continue incurring substantial costs related to the Merger, which could impact its financial results[263]. - The company is subject to a termination fee of $145 million if the merger does not close under certain circumstances[260]. - The company has diverted management resources towards the Merger, which may adversely affect its operating results if the Merger is not completed[263]. Market and Economic Conditions - The company continues to monitor inflationary impacts and has not seen significant effects on net loss reserves despite rising inflation since 2021[233]. - Geopolitical conflicts are contributing to increased commodity prices and market volatility, but Enstar has not identified significant direct impacts from these events[234]. - The company expects elevated interest rates to provide opportunities for reinvestment at higher yields as securities mature[232]. Shareholder Information - The company has 16,000 Series D Preferred Shares with a liquidation value of $400 million and 4,400 Series E Preferred Shares with a liquidation value of $110 million[253]. - The company has unfunded investment commitments totaling $1,425 million, with $301 million due within one year and $1,124 million due after one year[255]. - As of September 30, 2024, the fully diluted book value per ordinary share is $365.94, compared to $336.72 as of December 31, 2023, reflecting an increase of 8.5%[196]. - The company has a preferred share deduction of $510 million when calculating ordinary shareholders' equity[196]. - The company reported total capitalization attributable to Enstar was $7.89 billion as of September 30, 2024, up from $7.37 billion as of December 31, 2023[237].

Date:July 29, 2024 Enstar Group Limited Reports Second Quarter 2024 Results As previously announced, Enstar has entered into a definitive merger agreement to be acquired by a consortium of institutional investors led by Sixth Street for $5.1 billion or $338 per ordinary share. A copy of the press release can be found by visiting the Investor Relations section of the Enstar corporate website at EnstarGroup.com. In light of the announced transaction, Enstar will not be providing recorded commentary to accompa ...

HAMILTON, Bermuda, July 29, 2024 (GLOBE NEWSWIRE) -- Enstar Group Limited (NASDAQ:ESGR) today announced financial results for the second quarter 2024. * Non-GAAP measure; refer to "Non-GAAP Financial Measures" further below for explanatory notes and a reconciliation to the most directly comparable GAAP measure. Run-off Segment | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |----------------------------------------------------------------------|---------|-------|---------|-------|------- ...

Enstar shareholders to receive $338.00 per share in cash Following the close of the transaction, Enstar will maintain its current operations and business strategy. The agreement includes a 35-day "go-shop" period expiring on September 2, 2024, which permits Enstar's Board of Directors and advisors to solicit alternative acquisition proposals from third parties. There can be no assurance that this "go-shop" will result in a superior proposal, and Enstar does not intend to disclose developments with respect t ...

The reinsurance addresses Accredited's assumed and underwritten legacy deals, comprising diversified portfolios, including asbestos, general casualty, workers' compensation, and other exposures in both the US and the UK/European markets. Dominic Silvester, Enstar's Chief Executive Officer, said: "This partnership with Onex is a strong example of how Enstar can step in to facilitate broader M&A transactions in support of our partner's long-term strategic goals. The legacy arrangement will enable Accredited t ...

Under the terms of the agreement Enstar will provide approximately the equivalent of US$430 million (AU$650m) of excess cover over the equivalent of US$1.7 billion (AU$ 2.5bn) of underlying reserves related to certain long-tail insurance business. This transaction includes Product & Public Liability, Compulsory ThirdParty Motor, Professional Risks and Workers' Compensation for losses incurred on or prior to June 30, 2023. Dominic Silvester, Enstar's Chief Executive Officer, commented: "We are pleased to pro ...

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