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)
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| Bermuda
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001-33289
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(State or other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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P.O. Box HM 2267,
Windsor Place, 3rd Floor, 18 Queen Street
Hamilton HM JX Bermuda
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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.