Flowers Helps Finance Enstar Acquisition

Royston Run-Off Ltd., an indirect subsidiary of Enstar Group Ltd. (Nasdaq: ESGR), has completed its acquisition of Unionamerica Holdings Ltd. from St. Paul Fire and Marine Insurance Company. The $341.3 million deal was partially financed by $49.1 million in private equity from J.C. Flowers & Company.



Enstar Group Limited (“Enstar”) (Nasdaq:ESGR) today announced that Royston Run-Off Limited, its indirect subsidiary, completed the previously announced acquisition of Unionamerica Holdings Limited from St. Paul Fire and Marine Insurance Company, an affiliate of The Travelers Companies, Inc. (“Travelers”), for a purchase price of $341.3 million. Unionamerica Holdings Limited is comprised of the discontinued operations of Travelers’ UK-based London Market business, which were placed into run-off between 1992 and 2003.


The purchase price was financed by $184.6 million of bank financing (including costs of $6.9 million) provided to Royston Run-Off Limited through a previously announced term facilities agreement; approximately $49.1 million from J.C. Flowers II L.P. (the “Flowers Fund”); and approximately $114.5 million from available cash on hand. The Flowers Fund 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 Enstar’s largest shareholders. In addition, John J. Oros, a director and Enstar’s Executive Chairman, is a Managing Director of J.C. Flowers & Co. LLC. The Flowers Fund has a 30% non-voting equity interest in the direct parent company of Royston Run-Off Limited.


Enstar, a Bermuda company, acquires and manages insurance and reinsurance companies in run-off and provides management, consultancy and other services to the insurance and reinsurance industry.