Explanatory Note
This filing is made jointly on behalf of Trident V, L.P. (Trident V), Trident Capital V, L.P. (Trident V GP), Trident
V Parallel Fund, L.P. (Trident V Parallel), Trident Capital V-PF, L.P. (Trident V Parallel GP), Trident V Professionals Fund, L.P. (Trident V Professionals and, together
with Trident V and Trident V Parallel, the Trident V Funds), Stone Point GP Ltd. (Trident V Professionals GP and, together with Trident V GP and Trident V Parallel GP, the Trident V GPs) (collectively, the
Stone Point Partnerships), Stone Point Capital LLC (Stone Point), Trident Public Equity LP (TPE LP) and Trident Public Equity GP LLC (TPE GP and, together with the Stone Point Partnerships, Stone Point
and TPE LP, the Reporting Persons) with respect to the voting ordinary shares, par value $1.00 per share (Ordinary Shares), of Enstar Group Limited, a Bermuda company (the Issuer or the Company),
having its principal executive offices at A.S. Cooper Building, 4th Floor, 26 Reid Street, Hamilton, HM 11 Bermuda.
This filing modifies that certain Schedule 13D filed by the Trident V Funds, Trident V GP, and Stone Point on November 15, 2013 (the
Initial Schedule 13D), as amended by Amendment No. 1 filed (together with TPE LP and TPE GP) on November 25, 2016 (Schedule 13D/A No. 1), Amendment No. 2 filed (together with Trident V Parallel GP and
Trident V Professionals GP) on May 15, 2018 (Schedule 13D/A No. 2), Amendment No. 3 filed on June 22, 2020 (Schedule 13D/A No. 3), Amendment No. 4 filed on May 12, 2022 (Schedule 13D/A
No. 4) and Amendment No. 5 filed on July 31, 2024 (Schedule 13D/A No. 5). This filing constitutes: (i) Amendment No. 6, in respect of Trident V Funds, Trident V GP, and Stone Point; (ii) Amendment
No. 5 to the initial Schedule 13D of Schedule 13D/A No. 1, as amended by Schedule 13D/A No. 2, Schedule 13D/A No. 3, Schedule 13D/A No. 4 and Schedule 13D/A No. 5, in respect of TPE LP and TPE GP; and
(iii) Amendment No. 4 to the initial Schedule 13D/A of Schedule 13D filed as Schedule 13D/A No. 2, as amended by Schedule 13D/A No. 3, Schedule 13D/A No. 4 and Schedule 13D/A No. 5, in respect of Trident V
Parallel GP and Trident V Professionals GP.
The Initial Schedule 13D, as amended by Schedule 13D/A Nos. 1, 2, 3, 4 and 5 and modified by
this filing, is referenced herein as the Schedule 13D/A, which remains unchanged, except as specifically amended by this filing in respect of the respective filers described in the foregoing paragraph.
Capitalized terms used but not defined herein shall have the respective meanings defined in the Schedule 13D/A as previously amended.
Item 5. Interest in Securities of the Issuer
Items 5(a) through (b) are hereby amended and restated in their entirety to read as follows:
The following disclosure is based on 15,231,654 Ordinary Shares outstanding as of July 30, 2024, as disclosed in the Issuers Form 10-Q filed on July 31, 2024.
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