Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Enstar Group Limited
(Exact name of registrant as specified in its charter)
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Bermuda | | | | N/A |
(State or other jurisdiction of incorporation) | | | | (IRS Employer Identification No.) |
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P.O. Box HM 2267, Windsor Place, 3rd Floor 22 Queen Street, Hamilton HM JX Bermuda |
(Address of principal executive offices including zip code) |
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered | | | | Name of each exchange on which each class is to be registered |
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Share, Series D, Par Value $1.00 Per Share | | | | The Nasdaq Stock Market LLC |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o
Securities Act registration statement file number to which this form relates: 333-220885
Securities to be registered pursuant to Section 12(g) of the Act: None
Item 1. Description of Registrant’s Securities to be Registered
The securities to be registered hereby are the Depositary Shares (the “Depositary Shares”), each representing a 1/1,000th interest in a 7.00% fixed-to-floating rate perpetual non-cumulative preference share, Series D, par value $1.00 per share and liquidation preference $25,000 per share (the “Preference Shares”), of Enstar Group Limited (the “Registrant”). The descriptions of the terms of the Depositary Shares and the underlying Preference Shares of the Registrant are incorporated herein by reference to the Registrant’s Prospectus (including the Prospectus Supplement thereto) relating to the offering of the Preference Shares, dated June 20, 2018, which Prospectus forms a part of the Registrant’s Registration Statement on Form S-3 (File No. 333-220885) filed with the Securities and Exchange Commission (the “SEC") on October 10, 2017. Reference is made specifically to the section in the Prospectus captioned “Description of Share Capital” and to the sections in the Prospectus Supplement captioned “Description of the Depositary Shares” and “Description of Preference Shares.”
Item 2. Exhibits
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Exhibit
No. | | Description |
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| | Memorandum of Association of Enstar Group Limited (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K/A filed on May 2, 2011). |
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| | Fourth Amended and Restated Bye-Laws of Enstar Group Limited (incorporated by reference to Exhibit 3.2(b) of the Company’s Form 10-Q filed on August 11, 2014). |
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| | Certificate of Designations of 7.00% fixed-to-floating rate perpetual non-cumulative preference shares, Series D (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 27, 2018). |
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| | Form of Share Certificate evidencing 7.00% fixed-to-floating rate perpetual non-cumulative preference share, Series D (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 27, 2018). |
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| | Deposit Agreement, dated June 27, 2018 between the Company, American Stock Transfer & Trust Company, LLC and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 27, 2018). |
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| | Form of depositary receipt (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on June 27, 2018). |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
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| | ENSTAR GROUP LIMITED |
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Date: June 27, 2018 | | By: | /s/ Guy Bowker |
| | | Guy Bowker |
| | | Chief Financial Officer |