--- schema_version: "secwatch.filing_event.v1" accession: "0001363829-23-000144" form_type: "8-K" ticker: null cik: "0001363829" company_name: "Enstar Group LTD" filed_at: "2023-06-01T23:59:59+00:00" generated_at: "2026-06-14T09:10:06.856763+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Enstar enters $800M revolving credit facility; shareholders re-elect all 12 directors ## Summary - New five-year unsecured $800M revolver replaces $600M facility expiring 2023; matures May 30, 2028. - Consolidated net worth must stay ≥ $4.3B plus 50% of net income/proceeds; gearing ratio ≤ 0.35:1. - Shareholders voted: all director nominees elected, say-on-pay approved (8.27M for, 4.91M against), annual vote frequency adopted. - Borrowers include Enstar and units (Kenmare, Enstar US Asia-Pac, Cavello Bay); NAB and Wells Fargo as lead arrangers. ## SEC filing metadata - accession: 0001363829-23-000144 - form_type: 8-K - cik: 0001363829 - company_name: Enstar Group LTD - filed_at: 2023-06-01T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 1.01, 2.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1363829/000136382923000144/0001363829-23-000144-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1363829/000136382923000144/esgr-20230530.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001363829-23-000144 - JSON: https://secwatch.observer/filing/0001363829-23-000144.json - Plain text: https://secwatch.observer/filing/0001363829-23-000144.txt ## Key facts - Debt Financings Enstar Group LTD incurred credit facility of $800 million with National Australia Bank Limited (as administrative agent) and the lenders maturing May 30, 2028. - Instrument: credit facility - Principal: $800 million - Counterparty: National Australia Bank Limited (as administrative agent) and the lenders - Maturity: May 30, 2028 - Event: incurrence source text: On May 30, 2023, Enstar Group Limited (the “Company”), and certain of its subsidiaries, as borrowers and as guarantors, entered into a five year unsecured $800 million amended and restated revolving credit agreement (the "Credit Agreement") with the lenders party thereto (the "Lenders"); National Australia Bank Limited (“NAB”) as administrative agent and swingline lender; Wells Fargo Bank, National Association ("Wells Fargo Bank") as fronting bank; NAB and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners; NAB and Wells Fargo Bank as syndication agents; and NAB as documentation agent. evidence_url: https://www.sec.gov/Archives/edgar/data/1363829/000136382923000144/0001363829-23-000144-index.htm - Material Agreements Enstar Group LTD entered into Credit Agreement with the lenders party thereto; National Australia Bank Limited; Wells Fargo Bank, National Association; and others valued at $800 million (effective 2023-05-30). - Action: entry - Agreement: credit facility - Counterparty: the lenders party thereto; National Australia Bank Limited; Wells Fargo Bank, National Association; and others - Value: $800 million - Effective: 2023-05-30 source text: On May 30, 2023, Enstar Group Limited (the “Company”), and certain of its subsidiaries, as borrowers and as guarantors, entered into a five year unsecured $800 million amended and restated revolving credit agreement (the "Credit Agreement") with the lenders party thereto (the "Lenders"); National Australia Bank Limited (“NAB”) as administrative agent and swingline lender; Wells Fargo Bank, National Association ("Wells Fargo Bank") as fronting bank; NAB and Wells Fargo Securities, LLC as joint lead arrangers and joint bookrunners; NAB and Wells Fargo Bank as syndication agents; and NAB as documentation agent. evidence_url: https://www.sec.gov/Archives/edgar/data/1363829/000136382923000144/0001363829-23-000144-index.htm - Shareholder Votes Enstar Group LTD shareholders approved Advisory vote to approve executive compensation at the 2023-06-01 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-01 source text: Proposal No. 2 : Advisory vote to approve executive compensation. This proposal was approved. There were a total of 1,044,041 broker non-votes on this proposal. For Against Abstain 8,265,908 4,914,004 58,679 evidence_url: https://www.sec.gov/Archives/edgar/data/1363829/000136382923000144/0001363829-23-000144-index.htm - Shareholder Votes Enstar Group LTD shareholders approved Election of twelve directors at the 2023-06-01 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-01 source text: Proposal No. 1 : Election of twelve directors. The individuals listed below were elected to serve a term expiring at the annual general meeting of shareholders in 2024. There were a total of 1,044,041 broker non-votes with respect to each nominee. Director For Against Abstain Robert J. Campbell 11,784,241 1,436,876 17,474 B. Frederick Becker 11,581,255 1,653,313 4,023 Sharon A. Beesley 13,150,280 84,088 4,223 James D. Carey 13,206,683 27,809 4,099 Susan L. Cross 13,209,397 11,521 17,673 Hans-Peter Gerhardt 11,920,895 1,313,315 4,381 Orla Gregory 13,178,044 56,489 4,058 Myron Hendry 13,147,451 73,432 17,708 Paul J. O'Shea 13,191,064 29,769 17,758 Hitesh Patel 13,165,012 69,321 4,258 Dominic Silvester 13,191,853 28,989 17,749 Poul A. Winslow 11,931,233 1,303,184 4,174 evidence_url: https://www.sec.gov/Archives/edgar/data/1363829/000136382923000144/0001363829-23-000144-index.htm - Shareholder Votes Enstar Group LTD shareholders approved Ratification of the selection of PricewaterhouseCoopers LLP to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 and authorization of the Board of Directors, acting through the Audit Committee, to approve the fees for the independent regi at the 2023-06-01 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-01 source text: Proposal No. 4 : Ratification of the selection of PricewaterhouseCoopers LLP to act as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 and authorization of the Board of Directors, acting through the Audit Committee, to approve the fees for the independent registered public accounting firm. This proposal was approved. There were no broker non-votes on this proposal. For Against Abstain 14,227,434 21,115 34,083 evidence_url: https://www.sec.gov/Archives/edgar/data/1363829/000136382923000144/0001363829-23-000144-index.htm - Shareholder Votes Enstar Group LTD shareholders approved Advisory vote on the frequency of future advisory votes to approve executive compensation at the 2023-06-01 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-01 source text: Proposal No. 3 : Advisory vote on the frequency of future advisory votes to approve executive compensation. The proposal to review executive compensation every year received the highest number of votes. There were a total of 1,044,041 broker non-votes on this proposal. 1 Year 2 Years 3 Years Abstain 12,451,323 2,995 775,311 8,962 evidence_url: https://www.sec.gov/Archives/edgar/data/1363829/000136382923000144/0001363829-23-000144-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.