August 18, 2020

Willkie represented Stone Point Capital in the transaction.

On August 14, Trident V, L.P. and its affiliated funds managed by Stone Point Capital LLC and Enstar Group Limited (NASDAQ: ESGR) announced an exchange agreement resulting in Trident V Funds owning a greater share in the holding company for Atrium Underwriting Group Limited and Enstar owning a greater share in StarStone U.S. Holdings, Inc.

The transaction is conditioned upon the closing of the previously announced recapitalization of StarStone U.S., pursuant to which a new management team and Board of Directors will be appointed and new investors will be brought in to increase its total equity capitalization to over $850 million, with an Enstar subsidiary reinsuring legacy reserves.

In the exchange, Enstar will acquire all of the Trident V Funds’ interest in the recapitalized StarStone U.S., resulting in Enstar having approximately 26% of the ownership of StarStone U.S. following the completion of the recapitalization and exchange transactions.

The Trident V Funds will receive a portion of Enstar’s indirect interest in Northshore Holdings Ltd., the holding company for Atrium, increasing their indirect ownership interest in Atrium from approximately 36% to approximately 80%, with Enstar decreasing from approximately 54% to approximately 11% and retaining one Northshore Holdings board seat.

Stone Point Capital LLC is a financial services-focused private equity firm based in Greenwich, CT, which has raised and managed eight private equity funds – the Trident Funds – with aggregate committed capital of more than $25 billion. Stone Point targets investments in companies in the global financial services industry and related sectors.

Enstar is a NASDAQ-listed leading global insurance group that offers innovative capital release solutions through its network of group companies in Bermuda, the United States, the United Kingdom, Continental Europe, Australia, and other international locations.

StarStone U.S. offers a diversified range of property and casualty insurance products for small to mid-sized businesses with eight underwriting offices spanning the U.S. Atrium is a long-established, leading specialist insurance and reinsurance business that has operated within the Lloyd’s market since the 1930s, offering a wide range of specialist marine, energy, aerospace, non-marine and liability classes from its offices in London and the United States.

The Willkie team was led by partners Steve Seidman and Sean Ewen and included partners Allison Tam, Nicholas Bugler, Russell Pinilis and associate Tej Prakash.