SecProbe.io

September 26, 2024
Audrey Taranto, Esq.
General Counsel
Enstar Group Limited
A.S. Cooper Building, 4th Floor
26 Reid Street
Hamilton HM11
Bermuda
Re:Enstar Group Limited
Schedule 13E-3 filed September 4, 2024
File No. 005-83620
Preliminary Proxy Statement on Schedule 14A filed September 4, 2024
001-33289
Dear Audrey Taranto Esq.:
            We have reviewed your filing s and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule 13E-3 and Preliminary Proxy Statement on Schedule 14A, each filed September 4, 2024
General
Exchange Act Rule 13e-3(e)(1) requires filing persons to “disclose to security holders of
the class that is the subject of the transaction” the information enumerated therein. Please
revised the Schedule 13E-3, including the cover page field entitled “Title of Class of
Securities” to include the Series D and Series E Preferred Shares. Please also provide all
required disclosure with respect to the Series D and Series E Preferred Shares. A non-
exhaustive list of required disclosure that does not appear to be provided for such classes
includes the benefits and detriments to unaffiliated security holders (refer to Instruction 2
to Item 1013 of Regulation M-A) and discussion of the factors described in Instruction 2
to Item 1014 of Regulation M-A (or explanation of why each factor was not deemed 1.

September 26, 2024
Page 2
material or relevant to the fairness determination). In discussing the factors described in
Item 1014, please refer to comment 12 below .
2.We note the disclosure on pages 54, 69 and 72 that the Board, the Sixth Street Filing
Parties and Buyer Parties and the CEO Filing Party each believe “that the Mergers are fair
to the [Company’s] ‘unaffiliated security holders,’ [as defined] in Rule 13e-3 under the
Exchange Act.”  Please supplement the disclosure to clarify that the term “unaffiliated
security holders” includes the unaffiliated security holders of the ordinary shares, the
Series D Preferred Shares and the Series E Preferred Shares.
3.In your response letter, please explain why each of Alan Waxman, Elk Parent Limited,
and Stone Point Capital LLC are not an affiliate of the Company engaged directly or
indirectly in the Rule 13e-3 transaction, and should not be listed as a signatory to the
Schedule 13E-3 signature page and included as a filing person. For guidance, refer to
Questions 101.02, 201.01, 201.05, and 201.06 of the Division of Corporation Finance’s
Compliance and Disclosure Interpretations for Going Private Transactions, Exchange Act
Rule 13e-3 and Schedule 13E-3, available at
http://www.sec.gov/divisions/corpfin/guidance/13e-3-interps.htm. We may have further
comment.
4.Refer to the following disclosures:
•The first paragraph on page 39 that the Special Factors section “does not purport to be
complete . . . .”
•The first full paragraph on page 62 and penultimate paragraph on page 66 that the
summary “does not purport to be a complete description of the financial analyses
performed by Goldman Sachs . . . .”
•The first paragraph on page 110 that the summary of the terms of the Merger
Agreement “does not purport to be complete . . . .”
Please revise these and any similar statements to remove the implication that the
summaries are not complete. While you may include appropriate disclaimers concerning
the nature of a summary generally, it must be complete in describing all material analyses
or terms.
5.Please explain the meaning of each defined term used in the Proxy Statement the first
time that the defined term is used. For example, the defined term “AOCI,” which first
appears on page 43, is not explained.
6.Pages 8, 23, 73, 74, and 110 of the Proxy Statement refer to “information made available
to the holders of the Company’s outstanding notes” that “is also expected to be provided
to the holders of the Enstar Preferred Shares” after the consummation of the
Mergers. Please provide additional disclosure regarding such information.
7.We note the following statement in the second full paragraph on page 3 of the Schedule
13E-3: “No Filing Person, including the Company, is responsible for the accuracy of any
information supplied by any other Filing Person.” This statement is inconsistent with the
disclosures in the filing, including the required attestation that appears at the outset of the
signature pages, and operates as an implied disclaimer for the entire filing except for the
portions of the disclosure specifically provided by each filing person. Please revise.
We note that the registrant has requested confidential treatment for Exhibits (c)(iii) and 8.

September 26, 2024
Page 3
(c)(vi) to the Schedule 13E-3. We will review and provide comments on the request
separately. All comments concerning the confidential treatment request must be resolved
prior to mailing the Proxy Statement.
Cautionary Statement Regarding Forward-Looking Statements, page 37
9.We note the disclosure on page 37 that the Proxy Statement  contains “certain forward-
looking statements within the meaning of the Private Securities Litigation Reform Act of
1995.” The provisions of the Private Securities Litigation Reform Act of 1995 are not
available to statements made in connection with a going private transaction. Refer to
Exchange Act Section 21E(b)(1)(E) and Question 117.05 of the Division of Corporation
Finance’s Compliance and Disclosure Interpretations for Going Private Transactions,
Exchange Act Rule 13e-3 and Schedule 13E-3, dated January 26, 2009. Please revise the
Proxy Statement and refrain from referring to the PSLRA in any future filings, press
releases, or other communications relating to this going private transaction.
Parties Involved in the Mergers, page 39
10.Please revise your disclosure in this section to include the information required by Item 3
of Schedule 13E-3 and Item 1003(b) of Regulation M-A for Elk Parent Limited and any
other non-natural persons specified in General Instruction C to Schedule 13E-3.
Recommendation and Reasons for the Mergers, page 54
11.We note the statements throughout the Proxy Statement (e.g., on page 57) referring to the
terms of the transaction as the product of “arm’s-length negotiations.”  Please delete all
references to “arm’s length negotiations,” as such references are inappropriate in a going-
private transaction by affiliates.
12.The factors listed in Instruction 2 to Item 1014 of Regulation M-A and paragraphs (c), (d)
and (e) of Item 1014 are generally relevant to each filing person's fairness determination
and should be discussed in reasonable detail. See paragraph (b) of Item 1014 of
Regulation M-A and Questions 20 and 21 of Exchange Act Release No. 34-17719 (April
13, 1981). Please revise this section to include the factors described in paragraph (e) of
Item 1014, as well as clause (ii) of Instruction 2 to Item 1014 or explain why such factors
were not deemed material or relevant to the Board’s fairness determination. If the
procedural safeguard in Item 1014(e) was not considered, please explain why the Board
believes the Rule 13e-3 transaction is fair in the absence of such safeguard.
13.Refer to the preceding comment. We note that the CEO Filing Party has expressly
adopted the analysis and resulting conclusions of the Board in addition to providing its
own analyses. Please revise the section entitled “Position of the CEO Filing Party…”  to
include the factor described in clause (ii) of Instruction 2 to Item 1014 or explain why
such factor was not deemed material or relevant to the CEO Filing Party’s fairness
determination.
Certain Effects of the Mergers for the Purchaser Filing Parties, page 74
14.Refer to the disclosure on page 75.  Provide the disclosure described in Instruction 3 to
Item 1013 of Regulation M-A for the Sixth Street Filing Parties, the Buyer Parties and the
CEO Filing Party in terms of both dollar amounts and percentages.

September 26, 2024
Page 4
Projections, page 80
15.Disclosure on page 81 of the Proxy Statement indicates that “[t]he Projections . . . were
based on numerous variables and assumptions . . . .” Please revise to disclose such
assumptions and quantify them where practicable.
Interests of the Directors and Executive Officers of Enstar in the Mergers, page 84
16.We note in footnote (2) on page 85 James D. Carey’s disclaimer of beneficial ownership
“except to the extent of his pecuniary interest therein.” Similar disclosure appears in
footnote (18) on page 152. Please note that beneficial ownership is not determined based
on pecuniary interest. Refer to Rule 13d-3(a). Please revise.
Debt Financing, page 93
17.Please revise this section to provide all the information described in Item 1007(d)(1) and
(2) to the extent not already disclosed.
Regulatory Approvals Required for the Mergers, page 99
18.We note your disclosure on page 18 that “the Transactions cannot be completed until the
receipt of the approval of the Bermuda Monetary Authority.” Please revise the disclosure
in this section to provide a complete discussion of all regulatory approvals required,
including the approval of the BMA, and the status of such approvals as of the most recent
practicable date.
Proposal 2: The Second Bye-Law Amendment, page 108
19.We note the provided text of proposed bye-law 79 and that any dispute arising under the
Bermuda Companies Act of 1981, as amended, will be subject to the exclusive
jurisdiction of the Supreme Court of Bermuda. Please revise your disclosure to clarify
whether bye-law 79 would apply to actions arising under the Exchange Act or Securities
Act. Based on your revisions, we may have additional comments.
Merger Consideration, page 112
20.Please clarify the calculation of the Total Cash Consideration, including whether any
fractional New Ordinary Shares will be issued upon the First Effective Time, and provide
disclosure with respect to how the parties will ensure that such calculations will result in
each applicable Enstar Ordinary Share receiving $338 in cash.
Security Ownership of Certain Beneficial Owners and Management, page 150
21.We note the disclosure provided with respect to the Enstar Ordinary Shares.  Please revise
to provide the disclosure required by Item 6 of Schedule 14A with respect to the Series C
Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares of the
Company.  Refer to clauses (a) through (e) of Item 6 of Schedule 14A and Item 403 of
Regulation S-K.
Where You Can Find More Information, page 164
Note that Schedule 14A does not permit general “forward incorporation” of documents to
be filed in the future. The Proxy Statement may only incorporate by reference in the 22.

September 26, 2024
Page 5
manner and to the extent specifically permitted by the items of Schedule 14A. Otherwise,
the Proxy Statement must be amended to specifically list any such future filings. Please
revise. See Note D of Schedule 14A.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Laura McKenzie at 202-551-4568 or Perry Hindin at 202-
551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:Ben Goodchild