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Bermuda’s Enstar to buy Torus for $692 million

Bermuda’s Enstar Group, which assumes risks from insurers seeking to exit businesses, agreed to buy Torus Insurance Holdings Ltd. for $692 million to expand into direct sales of coverage.Enstar will pay $415 million and Stone Point Capital LLC, led by Chairman Stephen Friedman, will provide $277 million, Enstar said in a statement.Enstar will get a 60 percent stake and issue about $346 million in ordinary and preferred shares to fund the deal, according to the statement.Torus is a global specialty insurer and the holding company of six wholly owned insurance vehicles, including one Lloyd's syndicate, Syndicate 1301.Insurers including Markel Corp. and Alleghany Corp. have been making acquisitions to gain scale and spread risk.Enstar Chief Executive Officer Dominic Silvester agreed last month to buy Atrium Underwriting Group Ltd. to add sales in accident-and-health, aviation and marine-property insurance.Silvester said: “Following the recent announcement of our agreement to acquire Atrium, we are pleased to continue our expansion into 'live' underwriting through the acquisition of Torus.“Torus provides us with an opportunity to acquire a large, international A-rated group of companies that both diversifies Enstar into the active market and enhances the opportunities available to our core legacy business. In addition, we are excited to be partnering with Stone Point. We have worked with them successfully in the past and we believe their expertise in the insurance industry will add tremendous value to these acquisitions."Stone Point is one of the largest shareholders of Enstar and was one of the top investors in Alterra Capital Holdings Ltd., which agreed last year to sell itself to Markel. Friedman was on the board of New York-based Goldman Sachs Group Inc. from 2005 until this year.Friedman, 75, joined Goldman Sachs in 1966, rising to co-chairman with Robert Rubin in 1990. He was a senior partner, and had roles including overseeing the mergers unit and serving as co-head of investment banking.First Reserve Corp. and Corsair Capital LLC, the private-equity firms that are the largest shareholders of closely held Torus, will get Enstar stock and cash, according to the statement. Other holders of Bermuda-based Torus receive all cash, Enstar said.Affiliates of Stone Point also committed to provide as much as $106 million of equity capital for the Atrium deal and an agreement to buy Arden Reinsurance Co., Enstar announced today. Greenwich, Connecticut-based Stone Point has raised and managed five private-equity funds with aggregate committed capital of more than $9 billion, according to the statement.Dermot O’Donohoe has been appointed CEO of Torus, the company also said. He replaces Clive Tobin, who is retiring.