Enstar Group Ltd. has filed an automatic shelf registration statement for the sale by selling shareholders of 8,205,979 ordinary shares.
The registration also includes 2,775,573 series C nonvoting ordinary shares and 404,771 series E nonvoting ordinary shares. The number of ordinary shares registered includes up to 175,901 series C shares issuable upon the exercise of outstanding warrants.
The proposed maximum aggregate offering price of the ordinary shares is about $1.86 billion, or $227.25 per share, estimated solely to calculate the registration fee. The securities may be offered from time to time by the selling shareholders on any stock exchange, market, trading facility or in private transactions, at fixed or negotiated prices.
The registration includes 3,840,658 shares offered by shareholder Canada Pension Plan Investment Board.
Enstar Group will not receive any proceeds from any sale of the ordinary shares or series C shares by the selling shareholders. The company could receive up to $20.2 million upon exercise of outstanding warrants, which would be used for general corporate purposes including funding for acquisitions, working capital and other business opportunities.
The company has agreed to pay the expenses incurred in registering the securities, including its legal and accounting fees.