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Enstar and Stone Point complete Torus acquisition

Bermuda-based Enstar Group Ltd and Stone Point Capital LLC have completed the previously announced acquisition of Torus Insurance Holdings Ltd, the firms announced in a joint statement today.

Enstar, an insurance company that specialises in buying companies or books of insurance business in run-off (that is, which have stopped writing new business), while Stone Point is a private-equity firm based in Greenwich, Connecticut.

Torus is a global insurer that was launched in Bermuda in 2008 with $720 million in initial capital. Torus has six wholly owned insurance vehicles, including Lloyd’s Syndicate 1301.

The $692 million deal, which involves Enstar taking a 60 percent stake in Torus and Stone Point’s Trident V funds taking 40 percent, was first announced last July.

To finance the deal Enstar contributed approximately $45.2 million in cash and 1,898,326 of its ordinary voting shares and 714,015 newly created non-voting preferred shares towards the purchase price and related transaction expenses, with the Trident V funds contributing approximately $260.8 million in cash through their equity co-investment.

Enstar chief executive officer Dominic Silvester said: “I am very pleased to welcome the Torus team to Enstar as we announce the closing of this transaction. We are working closely with Torus and Stone Point to ensure a seamless transition for Torus’ client and broker partners worldwide. With our active underwriting operations complementing our core legacy business, we also look forward to many new opportunities in Enstar’s future.”

Stone Point CEO Charles Davis said: “Stone Point has had a long and successful partnership with Enstar and its senior management team. Following on the recent acquisitions by Enstar and the Trident V funds of Atrium Underwriting Group and Arden Reinsurance Company, we again are excited to partner with Enstar in an active underwriting business.”

Private-equity firms First Reserve and Corsair Capital, which were Torus’ largest shareholders, received both Enstar shares and cash consideration in the transaction, with the remaining Torus shareholders receiving all cash.

As a result of the closing, affiliates of First Reserve now own an approximately 11.5 percent economic interest in Enstar and hold 9.5 percent of Enstar’s outstanding voting shares. In connection with the closing and pursuant to First Reserve’s contractual rights, Kenneth Moore became a member of Enstar’s board of directors, effective immediately. Mr Moore is a managing director of First Reserve.

The Torus acquisition is the third and largest acquisition by Enstar and the Trident V funds in the active underwriting business.