ACQUISITIONS

2015

Nationale Suisse Assurance S.A.

On November 13, 2015, we completed the acquisition of Nationale Suisse Assurance S.A. ("NSA"). We changed the name of NSA to Alpha Insurance SA ("Alpha") at closing and placed the company into run-off. Alpha is a Belgium-based composite insurance company that wrote both non-life and life insurance that we are now operating as part of our non-life run-off and life and annuities businesses, respectively.

The total consideration for the transaction was €32.8 million (approximately $35.2 million).



Purchase price	$	35,225
Net assets acquired at fair value	$	35,225
Excess of purchase price over fair value of net assets acquired	$	—

The following table summarizes the provisional fair values of the assets acquired and liabilities assumed in the Alpha transaction at the acquisition date, allocated by segment.



	Life and Annuities Segment		Non-life Run-off Segment		Total
ASSETS
Short-term investments, trading, at fair value	$	—	$	8,644	$	8,644
Short-term investments, available-for-sale, at fair value	6,687		—		6,687
Fixed maturities, trading, at fair value	—		31,350		31,350
Fixed maturities, available-for-sale, at fair value	96,656		—		96,656
Other investments	—		1,339		1,339
Total investments	103,343		41,333		144,676
Cash and cash equivalents	25,258		39,451		64,709
Reinsurance balances recoverable — reserves	302		4,041		4,343
Reinsurance balances recoverable — paids	1,320		10,831		12,151
Prepaid reinsurance premiums	—		3,213		3,213
Other assets	2,298		3,097		5,395
TOTAL ASSETS	132,521		101,966		234,487
LIABILITIES
Losses and LAE	117,188		56,021		173,209
Funds withheld	—		473		473
Insurance and reinsurance balances payable	779		6,212		6,991
Unearned premium	—		5,969		5,969
Other liabilities	2,875		9,745		12,620
TOTAL LIABILITIES	120,842		78,420		199,262
NET ASSETS ACQUIRED AT FAIR VALUE	$	11,679	$	23,546	$	35,225

We have not completed the process of determining the fair value of the liabilities acquired in this acquisition. The valuation will be completed within the measurement period, which cannot exceed 12 months from the acquisition date. As a result, the fair value recorded is a provisional estimate and may be subject to adjustment. Once completed, any adjustments resulting from the valuations may impact the individual amounts recorded for assets acquired and liabilities assumed.

From the date of acquisition to December 31, 2015, we earned premiums of nil, recorded net incurred losses and LAE of nil on those earned premiums, and recorded $0.1 million in net losses attributable to Enstar Group Limited related to Alpha’s business.

Wilton Re

On May 5, 2015, we completed the acquisition of certain subsidiaries from Wilton Re Limited ("Wilton Re"), which hold interests in life insurance policies. These interests were acquired by Wilton Re in the secondary and tertiary markets and through collateralized lending transactions.

The total consideration for the transaction was $173.1 million, payable in two installments. The first installment of $89.1 million was paid on closing. The second installment of $83.9 million, due on the first anniversary of closing, is expected to be funded from cash on hand. The companies are operating as part of the Life and Annuities segment.



Purchase price	$	173,058
Net assets acquired at fair value	$	173,058
Excess of purchase price over fair value of net assets acquired	$	—

The purchase price was allocated to the acquired assets and liabilities of the two companies acquired based on estimated fair values at the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.



ASSETS
Other investments	$	142,182
Cash and cash equivalents	5,043
Other assets	26,376
TOTAL ASSETS	$	173,601
TOTAL LIABILITIES	543
NET ASSETS ACQUIRED AT FAIR VALUE	$	173,058

From the date of acquisition to December 31, 2015, we recorded $16.5 million in net earnings attributable to Enstar Group Limited related to the life settlement contract business.

Canada Pension Plan Investment Board ("CPPIB"), together with management of Wilton Re, owns 100% of the common stock of Wilton Re. Subsequent to the closing of our transaction with Wilton Re, CPPIB separately acquired certain of our voting and non-voting ordinary shares pursuant to the CPPIB-First Reserve Transaction, as described in "Note 19 - Related Party Transactions."

Sussex Insurance Company (formerly known as Companion)

On January 27, 2015, we completed the acquisition of Companion Property and Casualty Insurance Company ("Companion") from Blue Cross and Blue Shield of South Carolina, an independent licensee of the Blue Cross Blue Shield Association. Companion is a South Carolina based insurance group with property, casualty, specialty and workers' compensation business, and has also provided fronting and third-party administrative services. We changed the name of Companion to Sussex Insurance Company ("Sussex") following the acquisition, and the company is operating as part of the Non-life Run-off segment. In addition, StarStone is renewing certain business from Sussex.

The total consideration for the transaction was $218.0 million, which was financed 50% through borrowings under a Term Facility Agreement with two financial institutions (the "Sussex Facility") and 50% from cash on hand.



Purchase price	$	218,000
Net assets acquired at fair value	$	218,000
Excess of purchase price over fair value of net assets acquired	$	—

The purchase price was allocated to the acquired assets and liabilities of Sussex based on estimated fair values at the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.



ASSETS
Short-term investments, trading, at fair value	$	85,309
Fixed maturities, trading, at fair value	523,227
Equities, trading, at fair value	31,439
Total investments	639,975
Cash and cash equivalents	358,458
Restricted cash and cash equivalents	15,279
Accrued interest receivable	3,984
Premiums receivable	37,190
Reinsurance balances recoverable	483,816
Prepaid reinsurance premiums	28,751
Other assets	43,939
TOTAL ASSETS	1,611,392
LIABILITIES
Losses and LAE	1,257,205
Insurance and reinsurance balances payable	3,030
Unearned premium	79,293
Funds withheld	42,090
Other liabilities	11,774
TOTAL LIABILITIES	1,393,392
NET ASSETS ACQUIRED AT FAIR VALUE	$	218,000

The net unearned premiums acquired included a decrease of $34.6 million to adjust net unearned premiums to fair value. This fair value adjustment is included within unearned premiums on the consolidated balance sheet. As at December 31, 2015, $16.1 million has been amortized to acquisition costs and $13.4 million has been amortized to net premiums earned in the consolidated statements of earnings and comprehensive income. As at December 31, 2015, the remaining balance of the fair value adjustment was $5.1 million, which will be amortized to net premiums earned over the remaining terms of the underlying policies.

From the date of acquisition to December 31, 2015, we earned premiums of $43.2 million, recorded net incurred losses and LAE of $44.4 million on those earned premiums, and recorded $42.4 million in net losses attributable to Enstar Group Limited related to Sussex’s non-life run-off business.

Supplemental Pro Forma Financial Information (Unaudited)

The following unaudited pro forma condensed combined statement of earnings for the years ended December 31, 2015 and 2014 combines our historical consolidated statements of earnings with those of Sussex, Alpha and Wilton Re, giving effect to the business combinations and related transactions as if they had occurred on January 1, 2014 and 2015. For the year ended December 31, 2015, the operating results of Sussex, Alpha and Wilton Re have been included in the consolidated financial statements from each of their respective dates of acquisition. The unaudited pro forma financial information presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions of Sussex, Alpha and Wilton Re and related transactions had taken place at the beginning of each period presented, nor is it indicative of future results.



	Enstar Group Limited			Unaudited
2015	Enstar Group Limited			Sussex			Alpha			Wilton Re			Pro forma Adjustments		Enstar Group Limited - Pro forma
Total income	$	1,029,397		$	29,990		$	31,884		$	5,793		$	9,494	$	1,106,558
Total expenses	(819,056		)	(39,860		)	(47,026		)	(3,628		)	5,894		$	(903,676	)
Total noncontrolling interest	9,950			—			—			—			—		$	9,950
Net earnings (loss)	$	220,291		$	(9,870	)	$	(15,142	)	$	2,165		$	15,388	$	212,832

Summary of the Pro Forma Adjustments to the Pro Forma Condensed Consolidated Statement of Earnings for the Twelve Months Ended December 31, 2015 (Unaudited):



Income:
(a) Reversal of amortization of fair value adjustments related to unearned premium included in Enstar Group results but reflected in 2014 pro formas	13,344
(b) Adjustment to recognize amortization of fair value adjustments related to unearned premium	(3,850	)
	9,494
Expenses:
(a) Adjustment to interest expense to reflect financing costs of the acquisition for the period	(1,098	)
(b) Adjustment to recognize amortization of fair value adjustments related to acquired losses and LAE liabilities and reinsurance balances recoverable	(451	)
(c) Reversal of amortization of fair value adjustments related to acquisition costs included in Enstar Group results but reflected in 2014 pro formas	16,173
(d) Adjustment to income taxes for pro forma adjustments	(8,730	)
	5,894



	Enstar Group Limited			Unaudited
2014	Enstar Group Limited			Sussex			Alpha			Wilton Re			Pro forma Adjustments			Enstar Group Limited - Pro forma
Total income	$	859,517		$	267,939		$	44,910		$	17,378		$	(14,557	)	$	1,175,187
Total expenses	(632,281		)	(360,018		)	(52,103		)	(10,884		)	(3,026		)	$	(1,058,312	)
Total noncontrolling interest	(13,487		)	—			—			—			—			$	(13,487	)
Net earnings (loss)	$	213,749		$	(92,079	)	$	(7,193	)	$	6,494		$	(17,583	)	$	103,388

Summary of the Pro Forma Adjustments to the Pro Forma Condensed Consolidated Statement of Earnings for the Twelve Months Ended December 31, 2014 (Unaudited):



Income:
(a) Adjustment to recognize amortization of fair value adjustments related to unearned premium	(14,557	)
Expenses:
(a) Adjustment to interest expense to reflect financing costs of the acquisition for the period	(5,744	)
(b) Adjustment to recognize amortization of fair value adjustments related to acquired losses and LAE liabilities, deferred acquisition costs and reinsurance balances recoverable	(5,417	)
(c) Adjustment to income taxes for pro forma adjustments	8,135
	(3,026	)

2014

StarStone Insurance Bermuda Limited (formerly named Torus Insurance Holdings Limited)

On April 1, 2014, we, together with Trident V, L.P., Trident V Parallel Fund, L.P. and Trident V Professionals Fund, L.P., which are managed by Stone Point Capital LLC (collectively, "Trident"), completed the acquisition of Torus Insurance Holdings Limited, which we later renamed as StarStone Insurance Bermuda Limited ("StarStone"). StarStone is an A- rated global specialty insurer with six wholly-owned insurance vehicles, including Lloyd’s Syndicate 1301. At closing, StarStone became directly owned by Bayshore Holdings Ltd. ("Bayshore"), which was 60% owned by Kenmare Holdings Ltd., our wholly-owned subsidiary, and 40% owned by Trident. We subsequently renamed Bayshore as StarStone Specialty Holdings Limited ("StarStone Holdings").

The purchase price for StarStone was established in the amended and restated amalgamation agreement as $646.0 million, to be paid partly in cash and partly in our stock. The number of our shares to be issued was fixed at the signing of the amalgamation agreement on July 8, 2013 and was determined by reference to an agreed-upon value per share of $132.448, which was the average closing price of our voting ordinary shares, par value $1.00 per share (the "Voting Ordinary Shares"), over the 20 trading days prior to such signing date. On the day before closing of the amalgamation, the Voting Ordinary Shares had a closing price of $136.31 per share. At closing, we contributed cash of $41.6 million towards the purchase price and $3.6 million towards related transaction expenses, as well as 1,898,326 Voting Ordinary Shares and 714,015 shares of our Series B Convertible Participating Non-Voting Perpetual Preferred Stock (the "Non-Voting Preferred Shares"). Based on a price of $136.31 per share, our contribution of cash and shares to the purchase price totaled $397.7 million in the aggregate. Trident contributed cash of $258.4 million towards the purchase price and $2.4 million towards related transaction expenses. Based on a price of $136.31 per share, the aggregate purchase price paid by us and Trident was $656.1 million.

As a shareholder of StarStone, FR XI Offshore AIV, L.P., First Reserve Fund XII, L.P., FR XII A Parallel Vehicle L.P. and FR Torus Co-Investment, L.P. (collectively, "First Reserve") received 1,501,211 Voting Ordinary Shares, 714,015 Non-Voting Preferred Shares and cash consideration in the transaction. Following the approval of our shareholders of an amendment to our bye-laws on June 10, 2014, First Reserve’s Non-Voting Preferred Shares converted on a share-for-share basis into 714,015 shares of newly created Series E Non-Voting Convertible Common Shares (the "Series E Non-Voting Ordinary Shares"). Corsair Specialty Investors, L.P. ("Corsair") received 397,115 Voting Ordinary Shares and cash consideration in the transaction. The remaining StarStone shareholders received all cash. Following the amalgamation, First Reserve owned approximately 9.5% and 11.5%, respectively, of our Voting Ordinary Shares and outstanding share capital (which it subsequently sold pursuant to the CPPIB-First Reserve Transaction, as described in Note 19 - "Related Party Transactions").

Upon the closing of the transaction, StarStone Holdings, Kenmare and Trident entered into a Shareholders’ Agreement (the "StarStone Holdings Shareholders’ Agreement"), which was subsequently amended, as described in "Changes in Ownership Interests relating to Holding Companies for our Active Underwriting Businesses" below.



Purchase price	$	656,088
Net assets acquired at fair value	$	643,088
Excess of purchase price over fair value of net assets acquired	$	13,000

The purchase price was allocated to the acquired assets and liabilities of StarStone based on estimated fair values at the acquisition date. We recognized goodwill of $13.0 million, primarily attributable to StarStone’s assembled workforce. We also recognized indefinite lived intangible assets of $23.9 million and other definite lived intangible assets of $20.0 million.

Prior to acquisition, StarStone ceased underwriting certain lines of business in order to focus on core property, casualty and specialty lines. The results of the discontinued lines of business that were placed into run-off are included within our Non-life Run-off segment.

The following table summarizes the fair values of the assets acquired and liabilities assumed in the StarStone transaction at the acquisition date, allocated by segment.



	StarStone Segment		Non-life Run-off Segment		Total
ASSETS
Short-term investments, trading, at fair value	$	73,425	$	25,888	$	99,313
Fixed maturities, trading, at fair value	736,765		329,235		1,066,000
Other investments	2,068		—		2,068
Total investments	812,258		355,123		1,167,381
Cash and cash equivalents	211,718		127,890		339,608
Restricted cash and cash equivalents	22,779		—		22,779
Premiums receivable	321,350		—		321,350
Reinsurance balances recoverable — reserves	210,742		152,057		362,799
Reinsurance balances recoverable — paids	21,122		20,100		41,222
Prepaid reinsurance premiums	144,221		25,221		169,442
Intangible assets	43,900		—		43,900
Other assets	37,621		—		37,621
TOTAL ASSETS	1,825,711		680,391		2,506,102
LIABILITIES
Losses and LAE	675,424		588,822		1,264,246
Insurance and reinsurance balances payable	140,997		42,447		183,444
Unearned premium	343,840		49,122		392,962
Other liabilities	22,362		—		22,362
TOTAL LIABILITIES	1,182,623		680,391		1,863,014
NET ASSETS ACQUIRED AT FAIR VALUE	643,088		—		643,088
Goodwill	13,000		—		13,000
ACQUISITION DATE FAIR VALUE	$	656,088	$	—	$	656,088

The net unearned premiums acquired included a decrease of $11.1 million to adjust net unearned premiums to fair value. This fair value adjustment is included within unearned premiums on the consolidated balance sheet. As at December 31, 2015, $10.6 million has been amortized to acquisition costs in the consolidated statements of earnings and comprehensive income. As at December 31, 2015, the remaining balance of the fair value adjustment was $0.5 million, which will be amortized to acquisition costs in 2016.

The following table summarizes the intangible assets recorded in connection with the acquisition:



	Amount		Economic Useful Life
Syndicate capacity	$	4,000	Indefinite
U.S. insurance licenses	19,900		Indefinite
Technology	15,000		4 Years
Brand	5,000		6 Years
Intangible assets as of the acquisition date	$	43,900

The fair value of the Lloyd’s syndicate capacity was estimated using the multi-period excess-earnings method, a form of the income approach. Lloyd’s syndicate capacity represents StarStone’s authorized premium income limit to write insurance business in the Lloyd’s market. The capacity is renewed annually at no cost to us but may be freely purchased or sold, subject to Lloyd’s approval. The ability to write insurance business within the syndicate capacity is indefinite, with the premium income limit being set annually by StarStone, subject to Lloyd’s approval.

U.S. insurance licenses represent the intangible asset related to StarStone’s licenses and have been valued based on recent market transactions.

Technology represents the intangible asset related to StarStone’s capitalized software and has been valued on a replacement cost basis.

Brand represents the intangible asset related to the Torus name and was valued using the income approach. This was subsequently written off during 2015 when Torus was renamed as StarStone.

Supplemental Pro Forma Financial Information (Unaudited)

The operating results for StarStone have been included in the consolidated financial statements from the date of acquisition. The following pro forma condensed combined statement of earnings for the years ended December 31, 2014 and 2013 combines our historical consolidated statements of earnings with the historical consolidated statements of earnings of StarStone, giving effect to the business combinations and related transactions as if they had occurred on January 1, 2013 and 2014, as applicable. The unaudited pro forma financial information presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition of StarStone and related transactions had taken place at the beginning of each period presented, nor is it indicative of future results.



	Enstar Group Limited			Unaudited
2014	Enstar Group Limited			StarStone			Proforma Adjustments			Enstar Group Limited - Proforma
Total income	$	859,517		$	147,193		$	(1,846	)	$	1,004,864
Total expenses	(632,281		)	(145,479		)	3,670			(774,090		)
Total noncontrolling interest	(13,487		)	—			(1,451		)	(14,938		)
Net earnings	$	213,749		$	1,714		$	373		$	215,836

Summary of the Pro Forma Adjustments to the Pro Forma Condensed Consolidated Statement of Earnings for the Twelve Months Ended December 31, 2014 (Unaudited):




Income:
(a) Adjustment to recognize amortization of fair value adjustments related to unearned premium	(1,846	)
Expenses:
(a) Adjustment to recognize amortization of definite-lived intangible assets	(1,146	)
(b) Adjustment to recognize amortization of fair value adjustments related to acquired losses and loss adjustment expense liabilities and reinsurance balances recoverable	4,816
	3,670
(c) Adjustment to noncontrolling interest for pro forma condensed consolidated statement of earnings	(1,451	)



	Enstar Group Limited			Unaudited
2013	Enstar Group Limited			StarStone			Proforma Adjustments			Enstar Group Limited - Proforma
Total income	$	416,570		$	633,700		$	(7,384	)	$	1,042,886
Total expenses	(192,748		)	(707,700		)	14,678			(885,770		)
Total noncontrolling interest	(15,218		)	—			27,363			12,145
Net earnings	$	208,604		$	(74,000	)	$	34,657		$	169,261

Summary of the Pro Forma Adjustments to the Pro Forma Condensed Consolidated Statement of Earnings for the Twelve Months Ended December 31, 2013 (Unaudited):



Income:
(a) Adjustment to recognize amortization of fair value adjustments related to unearned premium	(7,384	)
Expenses:
(a) Adjustment to recognize amortization of definite-lived intangible assets	(4,583	)
(b) Adjustment to recognize amortization of fair value adjustments related to acquired losses and loss adjustment expense liabilities and reinsurance balances recoverable	19,261
	14,678
(c) Adjustment to noncontrolling interest for pro forma condensed consolidated statement of earnings	27,363

Changes in Ownership Interests relating to Holding Companies for our Active Underwriting Businesses

Corporate Holding Company Reorganization during 2015

On December 23, 2015, we completed a corporate reorganization of certain of our subsidiary holding companies. Following the reorganization, StarStone Holdings and Northshore are owned by a common parent, North Bay Holdings Limited ("North Bay"), as described in Note 14 - "Noncontrolling Interests".

Dowling Co-investments during 2014

On May 8, 2014, Dowling Capital Partners I, L.P. ("Dowling") purchased common shares of both StarStone Holdings and Northshore from Kenmare and Trident (on a pro rata basis in accordance with their respective interests) for an aggregate amount of $15.4 million.

Prior to the sale of shares to Dowling, Kenmare and Trident owned 60% and 40% of StarStone Holdings and Northshore, respectively. Following the sale Kenmare, Trident and Dowling owned 59.0%, 39.3% and 1.7%, respectively, of StarStone Holdings and Northshore.

The shareholders’ agreements governing North Bay, StarStone Holdings and Northshore, among other things, provide that Kenmare has the right to appoint three members to the StarStone Holdings board of directors and Trident has the right to appoint two members. The shareholders’ agreements also include redemption rights and obligations which are described in Note 21 - "Commitments and Contingencies."

2013

Atrium

On November 25, 2013, Kenmare and Trident completed the acquisition of Atrium through Northshore.

The purchase price for Atrium was $158.0 million. Kenmare’s portion of the purchase price was $94.8 million, and was financed by borrowings under our revolving credit facility.

The purchase price and net assets acquired at fair value were as follows:



Purchase price	$	158,000
Net assets acquired at fair value	$	119,152
Excess of purchase price over fair value of net assets acquired	$	38,848

The purchase price was allocated to the acquired assets and liabilities of Atrium based on estimated fair values at the acquisition date. We recognized goodwill of $38.8 million, all of which was recorded within the Atrium segment and is attributable primarily to Atrium’s assembled workforce. We also recognized indefinite-lived intangible assets of $63.0 million and other definite lived intangible assets of $27.0 million.

The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date.



ASSETS
Short-term investments, available-for-sale, at fair value	$	33,535
Short-term investments, trading, at fair value	12,526
Fixed maturities, available-for-sale, at fair value	156,142
Fixed maturities, trading, at fair value	10,751
Total investments	212,954
Cash and cash equivalents	44,842
Restricted cash and cash equivalents	12,305
Premiums receivable	41,855
Reinsurance balances recoverable	32,375
Deferred premium	26,224
Funds withheld	19,579
Intangibles	90,000
Other assets	7,977
TOTAL ASSETS	488,111
LIABILITIES
Losses and loss adjustment expenses	216,319
Insurance and reinsurance balances payable	20,834
Unearned premium	42,738
Deferred taxes	39,740
Other liabilities	49,328
TOTAL LIABILITIES	368,959
NET ASSETS ACQUIRED AT FAIR VALUE	119,152
Goodwill	38,848
ACQUISITION DATE FAIR VALUE	$	158,000

The net unearned premiums acquired included a decrease of $16.7 million to adjust net unearned premiums to fair value. This fair value adjustment is included within unearned premiums on the consolidated balance sheet. For the years ended December 31, 2015 and 2014, $0.7 million and $16.0 million, respectively, was amortized to acquisition costs in the consolidated statements of earnings and comprehensive income. As at December 31, 2015, there was no remaining fair value adjustment for net unearned premiums.

The following table summarizes the intangible assets recorded in connection with the acquisition:



	Amount		Economic Useful Life
Syndicate capacity	$	32,900	Indefinite
Management contract	30,100		Indefinite
Distribution channel	20,000		15 years
Brand	7,000		10 years
Intangible assets as of the acquisition date	$	90,000

The fair value of the Lloyd’s syndicate capacity was estimated using the multi-period excess-earnings method. Lloyd’s syndicate capacity represents Atrium’s authorized premium income limit to write insurance business in the Lloyd’s market. Atrium’s proportionate share of Syndicate 609 (the syndicate through which it conducts its Lloyd’s operations) is approximately 25%. The capacity is renewed annually at no cost to us but may be freely purchased or sold, subject to Lloyd’s approval. The ability to write insurance business within the syndicate capacity is indefinite with the premium income limit being set annually by Atrium, subject to Lloyd’s approval.

Atrium provides underwriting, actuarial and support services to Syndicate 609 pursuant to a management contract. The fair value of the management contract was estimated using the income approach.

Distribution channels represent broker relationships and the network of insurance companies through which Atrium conducts its operations. The fair value of Atrium’s distribution channel was estimated using the income approach. Critical inputs into the valuation model for customer relationships and broker relationships include estimates of expected premium and attrition rates, and discounting at a weighted average cost of capital.

Brand represents the intangible asset related to the Atrium name and was valued using the income approach.

Arden

On September 9, 2013, Kenmare and Trident, completed the acquisition of Arden through Northshore.

The purchase price for Arden was $79.6 million. Kenmare’s portion of the purchase price was $47.8 million, and was financed by borrowings under our revolving credit facility.



Purchase price	$	79,600
Net assets acquired at fair value	$	79,600

The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition, allocated by segment:



	Atrium Segment		Non-life Run-off Segment		Total
ASSETS
Short-term investments, trading, at fair value	$	16,340	$	12,512	$	28,852
Fixed maturities, trading, at fair value	9,351		46,077		55,428
Other investments	—		2,867		2,867
Total investments	25,691		61,456		87,147
Cash and cash equivalents	—		23,037		23,037
Restricted cash and cash equivalents	10,213		21,599		31,812
Premiums receivable	74,452		49,769		124,221
Reinsurance balances recoverable	—		354,810		354,810
Other assets	—		12,016		12,016
TOTAL ASSETS	110,356		522,687		633,043
LIABILITIES
Losses and loss adjustment expenses	56,160		427,567		483,727
Insurance and reinsurance balances payable	—		59,304		59,304
Unearned premium	—		10,412		10,412
TOTAL LIABILITIES	56,160		497,283		553,443
NET ASSETS ACQUIRED AT FAIR VALUE	$	54,196	$	25,404	$	79,600

Pavonia

On March 31, 2013, we completed the acquisition of all of the shares of Household Life Insurance Company of Delaware ("HLIC DE") and HSBC Insurance Company of Delaware ("HSBC DE") from Household Insurance Group Holding Company, a subsidiary of HSBC Holdings plc. HLIC DE and HSBC DE were both Delaware-domiciled insurers in run-off, and HLIC DE owned three other insurers domiciled in Michigan, New York, and Arizona, which were also in run-off (collectively, "the "Pavonia companies"). We subsequently restructured the acquired companies through internal mergers, following which we only have Pavonia companies domiciled in Michigan and New York. The aggregate cash purchase price was $155.6 million and was financed in part by a drawing of $55.7 million under our revolving credit facility. The Pavonia companies wrote various U.S. and Canadian life insurance, including credit life and disability insurance, term life insurance, assumed life reinsurance and annuities.

The purchase price and fair value of the assets acquired in the Pavonia acquisition were as follows:



Purchase price	$	155,564
Net assets acquired at fair value	$	155,564

The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition:



ASSETS
Short-term investments, trading, at fair value	$	40,404
Short-term investments, held-to-maturity, at fair value	10,268
Fixed maturities, trading, at fair value	329,985
Fixed maturities, held-to-maturity, at fair value	876,474
Total investments	1,257,131
Cash and cash equivalents	81,849
Accrued interest receivable	15,183
Funds held by reinsured companies	47,761
Other assets	59,002
TOTAL ASSETS	1,460,926
LIABILITIES
Policyholder benefits for life and annuity contracts	1,255,632
Reinsurance balances payable	39,477
Unearned premium	5,618
Other liabilities	4,635
TOTAL LIABILITIES	1,305,362
NET ASSETS ACQUIRED AT FAIR VALUE	$	155,564

As of March 31, 2013, the date of acquisition of the Pavonia companies, all of the companies were either in run-off or, immediately following the acquisition, were placed into run-off, and accordingly are no longer writing any new policies. The Pavonia companies continue to collect premiums in relation to the unexpired policies assumed on acquisition.

SeaBright

On February 7, 2013, we completed the acquisition of SeaBright Holdings Inc. ("SeaBright"). SeaBright owns SeaBright Insurance Company, an Illinois-domiciled insurer that is commercially domiciled in California, which wrote direct workers’ compensation business. The aggregate cash purchase price paid by us for all equity securities of SeaBright was approximately $252.1 million, which was funded in part with $111.0 million borrowed under a four-year term loan facility which we have since repaid.

Immediately following the acquisition, SeaBright was placed into run-off, and accordingly is no longer writing new insurance policies. Since its acquisition, SeaBright had renewed expiring insurance policies when it was obligated to do so by regulators, but has received approvals from all states relieving it of this obligation to renew any further policies.

The purchase price and fair value of the assets acquired in the SeaBright acquisition were as follows:



Purchase price	$	252,091
Net assets acquired at fair value	$	252,091

The following summarizes the estimated fair values of the assets acquired and the liabilities assumed as of the date of acquisition:



ASSETS
Short-term investments, trading, at fair value	$	25,171
Fixed maturities, trading, at fair value	683,780
Total investments	708,951
Cash and cash equivalents	41,846
Accrued interest receivable	6,344
Premiums receivable	112,510
Reinsurance balances recoverable	117,462
Other assets	4,515
TOTAL ASSETS	991,628
LIABILITIES
Losses and loss adjustment expenses	592,774
Unearned premium	93,897
Loans payable	12,000
Insurance balances payable	3,243
Other liabilities	37,623
TOTAL LIABILITIES	739,537
NET ASSETS ACQUIRED AT FAIR VALUE	$	252,091

The net unearned premiums acquired included a decrease of $14.4 million to adjust net unearned premiums to fair value. This fair value adjustment was included within unearned premiums on the December 31, 2013 consolidated balance sheet. This amount was fully amortized to acquisition costs in the consolidated statements of earnings during 2013.