ESGR 10-K Annual Report Dec. 31, 2022 | Alphaminr

ESGR 10-K Fiscal year ended Dec. 31, 2022

ENSTAR GROUP LTD
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1 | Business | StrategyItem 1 | Business | Our BusinessItem 1 | Business | CompetitionItem 1 | Business | Human Capital ResourcesItem 1 | Business | Enterprise Risk ManagementItem 1 | Business | RegulationItem 1A. | Risk FactorsItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresItem 5 | Market For The Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7 | Management Discussion and Analysis | Operational HighlightsItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7 | Management Discussion and Analysis | Consolidated Results Of OperationsItem 7 | Management Discussion and Analysis | Key Performance MeasuresItem 7 | Management Discussion and Analysis | New BusinessItem 7 | Management Discussion and Analysis | Non-gaap Financial MeasuresItem 7 | Management Discussion and Analysis | Other Financial MeasuresItem 7 | Management Discussion and Analysis | Results Of Operations By SegmentItem 7 | Management Discussion and Analysis | Results Of Operations By Segment | Run-off SegmentItem 7 | Management Discussion and Analysis | Results Of Operations By Segment | Assumed Life SegmentItem 7 | Management Discussion and Analysis | Results Of Operations By Segment | Investments SegmentItem 7 | Management Discussion and Analysis | Results Of Operations By Segment | Legacy Underwriting SegmentItem 7 | Management Discussion and Analysis | Corporate and OtherItem 7 | Management Discussion and Analysis | Current OutlookItem 7 | Management Discussion and Analysis | Liquidity and Capital ResourcesItem 7 | Management Discussion and Analysis | Critical Accounting EstimatesItem 6. ReservedItem 7A | Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 8 | Notes To Consolidated Financial Statements | Note 2 - Significant Accounting PoliciesItem 8 | Notes To Consolidated Financial Statements | Note 3 - Segment InformationItem 8 | Notes To Consolidated Financial Statements | Note 4 - Business AcquisitionsItem 8 | Notes To Consolidated Financial Statements | Note 5 - Divestitures, Held-for-sale Businesses and Discontinued OperationsItem 8 | Notes To Consolidated Financial Statements | Note 6 - InvestmentsItem 8 | Notes To Consolidated Financial Statements | Note 7 - Derivatives and Hedging InstrumentsItem 8 | Notes To Consolidated Financial Statements | Note 8 - Reinsurance Balances Recoverable on Paid and Unpaid LossesItem 8 | Notes To Consolidated Financial Statements | Note 9 - Deferred Charge Assets and Deferred Gain LiabilitiesItem 8 | Notes To Consolidated Financial Statements | Note 10 - Losses and Loss Adjustment ExpensesItem 8 | Notes To Consolidated Financial Statements | Note 11 - Future Policyholder BenefitsItem 8 | Notes To Consolidated Financial Statements | Note 12 - Defendant Asbestos and Environmental LiabilitiesItem 8 | Notes To Consolidated Financial Statements | Note 13 - Fair Value MeasurementsItem 8 | Notes To Consolidated Financial Statements | Note 14 - Variable Interest EntitiesItem 8 | Notes To Consolidated Financial Statements | Note 15 - Premiums Written and EarnedItem 8 | Notes To Consolidated Financial Statements | Note 17 - Debt Obligations and Credit FacilitiesItem 8 | Notes To Consolidated Financial Statements | Note 18 - Noncontrolling InterestsItem 8 | Notes To Consolidated Financial Statements | Note 19 - Shareholders' EquityItem 8 | Notes To Consolidated Financial Statements | Note 20 - Earnings Per ShareItem 8 | Notes To Consolidated Financial Statements | Note 21 - Share-based CompensationItem 8 | Notes To Consolidated Financial Statements | Note 22 - Income TaxationItem 8 | Notes To Consolidated Financial Statements | Note 23 - Related Party TransactionsItem 8 | Notes To Consolidated Financial Statements | Note 24 - Dividend Restrictions and Statutory Financial InformationItem 8 | Notes To Consolidated Financial Statements | Note 25 - Commitments and ContingenciesItem 8 | Notes To Consolidated Financial Statements | Note 26 - Subsequent EventsItem 8 | Notes To Consolidated Financial Statements | Note 27 - Unaudited Condensed Quarterly Financial DataItem 8 | SchedulesItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

10.35 First Amendment to Revolving Credit Agreement, dated as of December 19, 2018, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, Barclays Bank PLC, Wells Fargo Bank, National Association and each of the lenders party thereto (incorporated by reference to Exhibit 10.38 to the Companys Form 10-K filed on March1, 2019). 10.36 Second Amendment to Revolving Credit Agreement, dated as of November 25, 2020, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, Barclays Bank PLC, Wells Fargo Bank, National Association, and each of the lenders party thereto (incorporated by reference to Exhibit 10.45 to the Company's Form 10-K filed on March 1, 2021). 10.37s Third Amendment to Revolving Credit Agreement, dated as of March 31, 2021, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, Barclays Bank PLC, Wells Fargo Bank, National Association, and each of the lenders party thereto (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q filed on May 7, 2021). 10.38 Fourth Amendment to Revolving Credit Agreement, dated as of November 16, 2021, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, Barclays Bank PLC, Wells Fargo Bank, National Association, and each of the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q filed on May 5, 2022). 10.39 Letter of Credit Facility Agreement, dated as of August 5, 2019, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, London Branch, The Bank of Nova Scotia and each of the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on August 7, 2019). 10.40 First Amendment to Letter of Credit Facility Agreement, dated as of December 9, 2019, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, London Branch, The Bank of Nova Scotia and each of the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Companys Form 8-K filed on December 11, 2019). 10.41 Second Amendment to Letter of Credit Facility Agreement, dated as of June 3, 2020, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, London Branch, The Bank of Nova Scotia and each of the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 9, 2020). 10.42 Third Amendment to Letter of Credit Facility Agreement, dated as of November 25, 2020, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, London Branch, The Bank of Nova Scotia and each of the lenders party thereto (incorporated by reference to Exhibit 10.49 to the Company's Form 10-K filed on March 1, 2021). 10.43 Fourth Amendment to Letter of Credit Facility Agreement, dated as of March 31, 2021, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, London Branch, The Bank of Nova Scotia and each of the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q filed on May 7, 2021). 10.44 Fifth Amendment to Letter of Credit Facility Agreement, dated as of August 16, 2021, by and among Enstar Group Limited and certain of its subsidiaries, National Australia Bank Limited, London Branch, The Bank of Nova Scotia and each of the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q filed on November 4, 2021). 10.45s Termination and Release Agreement, dated as of February 21, 2021, by and among Enstar Group Limited and certain of its subsidiaries and Hillhouse Capital Management, Ltd. and certain of its affiliates (incorporated by reference to Exhibit 10.50 to the Company's Form 10-K filed on March 1, 2021). 10.46 Purchase Agreement dated as of July 15, 2021 by and among Enstar Group Limited, HHLR Fund, L.P., YHG Investment, L.P. and Hillhouse Fund III, L.P. (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on July 15, 2021). 10.47 Purchase Agreement dated as of July 15, 2021 by and among Cavello Bay Reinsurance Limited and HH ENZ Holdings, Ltd. (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on July 15, 2021). 10.48 Purchase Agreement, dated as of May 10, 2022, by and between Trident Public Equity LP and Enstar Group Limited (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on May 11, 2022). 16.1 Letter of KPMG, dated March 21, 2022 (incorporated by reference to Exhibit 16.1 to the Companys Form 8-K filed on March 21, 2022). 18.1* Preferability Letter. 21.1* List of Subsidiaries. 22.1* List of Subsidiary Issuers of Guaranteed Securities. 23.1* Consent of PricewaterhouseCoopers LLP. 23.2* Consent of KPMG Audit Limited. 23.3* Consent of Ernst & Young Australia. 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted under Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934 as adopted under Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 99.1* Financial Statements of InRe Fund, L.P. for the fiscal year ended December 31, 2020.