Enstar deal gets Enhanzed Re
Enstar Group Limited has agreed to repurchase an aggregate of 3,749,400 ordinary shares of Enstar, held by funds managed by Hillhouse Capital Management.
The Bermudian-based global insurance outfit said they will be repurchased for a price of $234.52 per share, totaling $879.3 million in aggregate, a discount to book value.
The company said the shares represent the Hillhouse funds’ entire interest in Enstar, which constitutes 16.9 per cent of total ordinary shares and 9.4 per cent of voting ordinary shares.
It said the transaction is expected to close on or about July 21, subject to satisfaction of customary closing conditions.
On the same day, Enstar said its wholly owned subsidiary agreed to purchase a Hillhouse affiliate’s entire 27.7 per cent interest in Enhanzed Reinsurance Ltd for an estimated purchase price of $228.7 million.
The company said the purchase price is based on 90 per cent of Enhanzed Re’s estimated total shareholders’ equity as of June 30, and is subject to adjustment to reflect the finalisation of the Enhanzed Re balance sheet as of such date.
After the purchase of the Enhanzed Re shares from the Hillhouse affiliate, Enstar said its equity interest in the Bermuda-based reinsurer will increase from 47.4 per cent to 75.1 per cent, with joint venture partner, Allianz SE, continuing to own the remaining 24.9 per cent.
The company said closing of this transaction is subject to satisfaction of customary conditions, including approval by the Bermuda Monetary Authority, and is expected to occur by the fourth quarter of 2021.
Enstar said it intends to fund the purchases under both the agreements using cash on hand and liquidity available under its revolving credit facility. Enstar’s previously announced share buyback programme has been terminated.
Dominic Silvester, Enstar’s chief executive officer, said: “We view these transactions as a compelling opportunity for Enstar to deploy capital strategically to repurchase shares at a discount to book value and to acquire control of the Enhanzed Re platform on terms expected to be accretive to Enstar.”
Mr Silvester added: “Following completion of the share repurchase and the acquisition of Enhanzed Re, Enstar will maintain a strong capital and liquidity position, allowing us to continue to pursue future run-off transactions.
“In 2021 we have already completed a record amount of transactions in terms of size, and we continue to see a healthy legacy pipeline.”
The company said Hillhouse funds originally acquired Enstar shares in 2016 from Goldman Sachs, acquiring additional shares in an exchange transaction with Enstar in 2018.
Enhanzed Re is a Bermuda-based Class 4 and Class E reinsurer with approximately $4 billion of assets that reinsures life, non-life run-off, and property and casualty insurance business, primarily sourced from Allianz SE and Enstar.