UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 19, 2010
Enstar Group Limited
(Exact name of registrant as specified in its charter)
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| Bermuda
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001-33289
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N/A |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| P.O. Box HM 2267, Windsor Place, 3rd Floor |
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| 18 Queen Street, Hamilton HM JX Bermuda
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (441) 292-3645
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 20, 2010, John J. Oros resigned from his position as Executive Chairman and a member
of the Board of Directors of Enstar Group Limited (the “Company”) to assume expanding
responsibilities at J.C. Flowers & Co. LLC, an advisory firm of which J. Christopher Flowers (a
member of the Company’s board of directors and one of its largest shareholder) is Chairman and
Chief Executive Officer. Mr. Oros has also resigned from the various positions he held with the
Company’s subsidiaries. Mr. Oros’s departure from the Company was not due to any disagreement of
any kind, including any disagreement relating to the Company’s operations, policies or practices.
In addition, effective August 20, 2010, the Board of Directors appointed Dominic F. Silvester
to serve as Chairman of the Board of Directors. Mr. Silvester is a co-founder of Castlewood
Holdings Limited (“Castlewood”), which merged with The Enstar Group, Inc. in 2007. He has served
as the Company’s Chief Executive Officer since the merger and, prior to that, was the Chief
Executive Officer of Castlewood.
On August 19, 2010, Gregory L. Curl resigned from the Company’s Board of Directors to take a
position as President of Temasek Holdings in Singapore. Mr. Curl’s departure from the Company was
not due to any disagreement of any kind, including any disagreement relating to the Company’s
operations, policies or practices.
In connection with Mr. Oros’s resignation, the Company, Enstar (US), Inc. and Mr. Oros entered
into a Separation Agreement and General Release (the “Separation Agreement”). The Separation
Agreement will not become effective until August 28, 2010, which is the date it becomes
irrevocable. Pursuant to the Separation Agreement, Mr. Oros will receive $1.25 million on the
tenth day following the agreement’s effective date and the Company will be released from all
obligations under Mr. Oros’s existing employment agreement. Pursuant to the terms of the
Separation Agreement, Mr. Oros’s currently outstanding options to purchase the Company’s ordinary
shares will remain exercisable until their original expiration dates.