-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UrOLDjT2AXoG6UmmWD8t8I5gLrz/z0ajA+jXuuBZGNEvGVBZQwk24agyt6GoxI7k Elgk5OQcQ12560f86ahw2A== 0000893220-08-000198.txt : 20080131 0000893220-08-000198.hdr.sgml : 20080131 20080131165902 ACCESSION NUMBER: 0000893220-08-000198 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080127 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20080131 DATE AS OF CHANGE: 20080131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Enstar Group LTD CENTRAL INDEX KEY: 0001363829 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 999999999 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33289 FILM NUMBER: 08565152 BUSINESS ADDRESS: STREET 1: P.O. BOX HM 2267, WINDSOR PLACE, 3RD FL. STREET 2: 18 QUEEN STREET CITY: HAMILTON STATE: D0 ZIP: HM JX BUSINESS PHONE: 441-292-3645 MAIL ADDRESS: STREET 1: P.O. BOX HM 2267, WINDSOR PLACE, 3RD FL. STREET 2: 18 QUEEN STREET CITY: HAMILTON STATE: D0 ZIP: HM JX FORMER COMPANY: FORMER CONFORMED NAME: Castlewood Holdings LTD DATE OF NAME CHANGE: 20060523 8-K 1 w47826e8vk.htm FORM 8-K e8vk
 

 
 
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): January 27, 2008
Enstar Group Limited
(Exact name of registrant as specified in its charter)
         
Bermuda   001-33289   N/A
         
(State or other Jurisdiction
of Incorporation) 		  (Commission
File Number) 		  (IRS Employer
Identification No.)
     
P.O. Box HM 2267,
Windsor Place, 3rd Floor, 18 Queen Street
Hamilton HM JX Bermuda 		   
 
N/A
     
(Address of Principal Executive Offices)   (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 (see General Instruction A.2. below):
     
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

 

Item 1.02.   Termination of 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 provided for the Company to contribute up to an aggregate of $200 million to one or more co-investment vehicles that would be created to participate alongside the Flowers Fund and certain other investors in the proposed acquisition of SLM Corporation, commonly known as Sallie Mae.
     On January 27, 2008, Company received notice from J.C. Flowers & Co. LLC that the merger agreement related to the acquisition of SLM Corporation had been terminated. Accordingly, the Commitment Letter has been terminated in accordance with its terms and the Company has no further obligations thereunder.
     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.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  ENSTAR GROUP LIMITED
 		  
Date: January 31, 2008  By:   /s/ Richard J. Harris    
    Richard J. Harris   
    Chief Financial Officer   
 

 

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