Private company

Enstar Group LTD

In its 2025 annual report the company says: “Enstar is a leading global (re)insurance group that offers innovative capital release solutions through our network of group companies.”5 It is headquartered in Hamilton, Bermuda.2

Last updated Oct 20, 2026.

Overview

  • IndustryFire, Marine & Casualty Insurance2
  • HeadquartersHamilton, Bermuda2
  • Incorporated inBermuda3
  • Business addressP.O. Box Hm 2267, A.S. Cooper Building, 26 Reid Street, Hamilton, D0 Hm 113
  • Filer categoryLarge accelerated filer3
  • Legal formExempted Companies Limited by Shares2
  • LEI213800AMAL5QFXVUCN042
  • StatusActive2
  • LEI statusIssued and current2
  • Registered addressCLARENDON HOUSE, HM 11 Hamilton, Bermuda2
  • Registered withRegistrar of Companies (Ministry of Economic Development), 309162

Enstar is a leading global (re)insurance group that offers innovative capital release solutions through our network of group companies. We seek to create value by managing (re)insurance companies and portfolios of (re)insurance and other liability business in run-off and striving to generate an attractive risk-adjusted return from our investment portfolio. In this report, the terms "Enstar," the “Company," "us," and "we" are used interchangeably to describe Enstar and our subsidiary companies.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2024

47.8%Net margin6
-16.4%Revenue growth, 20246
9.5%Return on equity6
0.30×Debt to equity6

Where the money goes

Where each dollar of revenue went, fiscal 2024

  • Other costs40¢$478.0M
  • Interest7¢$89.0M
  • Income tax5¢$62.0M
  • Profit48¢$576.0M

Out of $1.2B in revenue.6

Where each dollar of operating cash went, fiscal 2024

  • Kept or used elsewhere100¢$483.0M

Out of $483.0M of cash from operations.6

Financial statements

Revenue786$1.2B in 2024+3334% since 2018
-$2.0B-$1.0B0$1.0B$2.0B2018: $35.1M$35.1M20182019: $28.5M$28.5M2019−19%2020: $42.4M$42.4M2020+49%2021: $789.0M$789.0M2021+1759%2022: -$1.1B-$1.1B20222023: $1.4B$1.4B20232024: $1.2B$1.2B2024−16%
Net income791086$576.0M in 2024
-$1.0B0$1.0B$2.0B2018: -$150.2M-$150.2M20182019: $938.0M$938.0M20192020: $1.8B$1.8B2020+88%2021: $538.0M$538.0M2021−69%2022: -$870.0M-$870.0M20222023: $1.1B$1.1B20232024: $576.0M$576.0M2024−48%
Fiscal year2018201920202021202220232024
Revenue$35.1M7$28.5M7$42.4M7$789.0M8-$1.1B6$1.4B6$1.2B6
Interest$25.7M7$53.0M9$59.0M10$69.0M8$89.0M6$90.0M6$89.0M6
Income before tax$580.0M8-$957.0M6$968.0M6$643.0M6
Income tax-$3.7M7$12.0M9$24.0M10$27.0M8-$12.0M6-$250.0M6$62.0M6
Net income-$150.2M7$938.0M9$1.8B10$538.0M8-$870.0M6$1.1B6$576.0M6
Earnings per share-$7.847$42.009$79.9510$25.338-$52.656$69.226$36.836
Earnings per share (diluted)-$7.847$41.439$78.9710$24.948-$52.656$68.476$35.906
Shares (weighted, basic)19.8M shares817.2M shares615.6M shares614.7M shares6
Shares (weighted, diluted)20.1M shares817.3M shares615.8M shares615.0M shares6

Compare Enstar Group LTD with another company

Corporate structure

Enstar Group LTD sits at the top of its group. 76 entities, 9 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Enstar Group LTD

  • Christopher J. Flowers Filed SCHEDULE 13D/A on Enstar Group LTD, latest Jul 7, 2025 (2 filings since Aug 2, 2024)
  • Dominic Francis Michael Silvester Filed SCHEDULE 13D/A on Enstar Group LTD, latest Jul 7, 2025 (4 filings since Aug 1, 2024)
  • TRIDENT V, L.P. Filed SCHEDULE 13D/A on Enstar Group LTD, latest Jul 7, 2025 (3 filings since Jul 31, 2024)
  • TSSP Sub-Fund HoldCo LLC Filed SCHEDULE 13D/A on Enstar Group LTD, latest Jul 2, 2025 (2 filings since Jul 30, 2024)
  • DIMENSIONAL FUND ADVISORS LP Filed SCHEDULE 13G/A on Enstar Group LTD, latest Apr 15, 2025 (2 filings since Oct 31, 2024)
  • VANGUARD GROUP INC Filed SC 13G/A on Enstar Group LTD, latest Feb 13, 2024 (3 filings since Feb 10, 2022)
  • Wellington Management Company Filed SC 13G/A on Enstar Group LTD, latest Feb 8, 2024 (3 filings since Feb 4, 2022)
  • CANADA PENSION PLAN INVESTMENT BOARD Filed SC 13D/A on Enstar Group LTD, latest Nov 9, 2023 (4 filings since Jan 9, 2023)
  • STONE POINT CAPITAL LLC Filed SC 13D/A on Enstar Group LTD, latest May 13, 2022
  • Enstar Group LTD Hamilton, Bermuda
    • AG Australia Holdings Limited Subsidiary · Australia
    • Alpha Insurance NV Subsidiary · Belgium
    • B.H. Acquisition Limited Subsidiary · Bermuda
    • Brake Systems, Inc. Subsidiary · Delaware, United States
    • BRITTANY INSURANCE COMPANY LTD Subsidiary · Hamilton, Bermuda
    • BWDAC, Inc. Subsidiary · Delaware, United States
    • CAVELLO BAY REINSURANCE LIMITED Subsidiary · Hamilton, Bermuda
      • KAYLARE HOLDINGS LTD Subsidiary · Hamilton, Bermuda
    • CLARENDON NATIONAL INSURANCE COMPANY Subsidiary · New York, New York, United States
    • Cranmore (UK) Limited Subsidiary · United Kingdom
    • Cranmore (US) Inc. Subsidiary · Delaware, United States
    • Cranmore Europe BVBA Subsidiary · Belgium
    • Cranmore Insurance & Reinsurance Services Europe Limited Subsidiary · Ireland
    • DCo LLC Subsidiary · Virginia, United States
    • Deer Ltd. Subsidiary · Bermuda
    • Deer Merger Sub 2 Ltd. Subsidiary · Bermuda
    • Deer Merger Sub Ltd. Subsidiary · Bermuda
    • East Point Reinsurance Company of Hong Kong Limited Subsidiary · Hong Kong
    • EFMG LLC Subsidiary · Virginia, United States
    • Enhanzed Reinsurance Ltd. Subsidiary · Bermuda
    • Enstar (EU) Holdings Limited Subsidiary · United Kingdom
    • ENSTAR (EU) LIMITED Subsidiary · London, United Kingdom
    • Enstar (US Asia-Pac) Holdings Limited Subsidiary · United Kingdom
    • Enstar (US) Inc. Subsidiary · Delaware, United States
    • Enstar Acquisitions Limited Subsidiary · United Kingdom
    • Enstar Asia Pacific Pty Ltd Subsidiary · Australia
    • and 38 more

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Enstar Group LTD reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Real estate and locations

ItemLatestA year beforeChange
Countries it operates in66 Dec 31, 2024

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$1.1B6 Dec 31, 2024$564.0M6 Dec 31, 2023+94.7%
Equity securities at fair value$803.0M6 Dec 31, 2024$701.0M6 Dec 31, 2023+14.6%
Stakes in other companies (equity method)$313.0M6 Dec 31, 2024$334.0M6 Dec 31, 2023−6.3%

Properties, in its own words

We renew and enter into new leases in the ordinary course of our business. We lease office space in Hamilton, Bermuda, where our principal executive office is located. We also lease office space in a number of U.S. states, the United Kingdom, Australia, Liechtenstein and Belgium. We believe that this office space is sufficient for us to conduct our current operations for the foreseeable future, although in connection with future acquisitions from time to time, we may expand to different locations or increase space to support any such growth.

Item 2 of the 10-K filed Feb 27, 2025.5

Leadership

Who has led Enstar Group LTD, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (40)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • AG Australia Holdings Limited Australia4
  • Alpha Insurance NV Belgium4
  • B.H. Acquisition Limited Bermuda4
  • BWDAC, Inc. Delaware4
  • Brake Systems, Inc. Delaware4
  • Cavello Bay Reinsurance Limited Bermuda4
  • Clarendon National Insurance Company Texas4
  • Cranmore (UK) Limited United Kingdom4
  • Cranmore (US) Inc. Delaware4
  • Cranmore Europe BVBA Belgium4
  • Cranmore Insurance & Reinsurance Services Europe Limited Ireland4
  • DCo LLC Virginia4
  • Deer Ltd. Bermuda4
  • Deer Merger Sub 2 Ltd. Bermuda4
  • Deer Merger Sub Ltd. Bermuda4
  • EFMG LLC Virginia4
  • EPE, Inc. California4
  • East Point Reinsurance Company of Hong Kong Limited Hong Kong4
  • Enhanzed Reinsurance Ltd. Bermuda4
  • Enstar (EU) Holdings Limited United Kingdom4
  • Enstar (EU) Limited United Kingdom4
  • Enstar (US Asia-Pac) Holdings Limited United Kingdom4
  • Enstar (US) Inc. Delaware4
  • Enstar Acquisitions Limited United Kingdom4
All 58 listed subsidiaries
  • Enstar Asia Pacific Pty Ltd Australia4
  • Enstar Australia Holdings Pty Limited Australia4
  • Enstar Australia Limited Australia4
  • Enstar Finance LLC Delaware4
  • Enstar Holdco Limited Bermuda4
  • Enstar Holdings (US) LLC Delaware4
  • Enstar Insurance Management Services Ireland Limited Ireland4
  • Enstar Limited Bermuda4
  • Enstar Managing Agency Limited United Kingdom4
  • Enstar Solutions II LLC Delaware4
  • Enstar USA, Inc. Georgia4
  • Fitzwilliam Insurance Limited Bermuda4
  • Fletcher Reinsurance Company Missouri4
  • Friction Inc. Delaware4
  • Friction Materials, Inc. Massachusetts4
  • Gordian Runoff Limited Australia4
  • Goshawk Insurance Holdings Limited United Kingdom4
  • Kenmare Holdings Ltd. Bermuda4
  • Kinsale Brokers Limited United Kingdom4
  • Mercantile Indemnity Company Limited United Kingdom4
  • Midland Brake, Inc. Delaware4
  • Morse TEC LLC Delaware4
  • Regis Agencies Limited United Kingdom4
  • River Thames Insurance Company Limited United Kingdom4
  • Rombalds Run-Off Limited United Kingdom4
  • SGL No.1 Limited United Kingdom4
  • Shelbourne Group Limited United Kingdom4
  • StarStone Corporate Capital 1 Limited United Kingdom4
  • StarStone Corporate Capital Limited Ireland4
  • StarStone Finance Limited United Kingdom4
  • StarStone Insurance SE Liechtenstein4
  • StarStone Insurance Services Limited United Kingdom4
  • United Brake Systems Inc. Delaware4
  • Yosemite Insurance Company Oklahoma4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Castlewood Holdings LTDJun 1, 2006 to Jan 31, 20073

Timeline

  1. Jul 9, 20258-K Executive or director change63
  2. Jul 2, 20258-K Completed an acquisition or sale; Listing notice or transfer; Change to shareholders' rights64
  3. May 1, 20258-K Results of operations65
  4. Mar 18, 20258-K Entered a material agreement; New debt or obligation66
  5. Mar 10, 20258-K Other events67
  6. Mar 3, 20258-K Executive or director change68
  7. Feb 27, 20258-K Results of operations69
  8. Jan 16, 20258-K Entered a material agreement70
  9. Dec 18, 20248-K Executive or director change71
  10. Dec 16, 20248-K Other events72
  11. Nov 25, 20248-K Executive or director change73
  12. Nov 12, 20248-K Results of operations74
  13. Jun 22, 2017New chief executive David John Atkins becomes CEO17
  14. Jun 20, 2017New chief executive Paul Michael James Brockman becomes CEO16
  15. Jan 31, 2007New chief executive Dominic Francis Michael Silvester becomes CEO18
  16. Aug 16, 2001Founded Enstar Group LTD is founded2

Calendar

When it reported results

  1. May 1, 2025Reported quarterly or annual results65
  2. Feb 27, 2025Reported quarterly or annual results69
  3. Nov 12, 2024Reported quarterly or annual results74
  4. Jul 29, 2024Reported quarterly or annual results75
  5. May 2, 2024Reported quarterly or annual results76
  6. Feb 20, 2024Reported quarterly or annual results77
  7. Nov 7, 2023Reported quarterly or annual results78
  8. Aug 2, 2023Reported quarterly or annual results79

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

380 filings to the SEC since October 2021: 5 annual reports, 11 quarterly reports, 50 major events, 200 insider forms, 28 large holders, 86 other. The latest 20:

  1. Aug 14, 202613F-HR EDGAR
  2. May 15, 202613F-HR EDGAR
  3. Feb 13, 202613F-HR EDGAR
  4. Nov 13, 202513F-HR EDGAR
  5. Aug 14, 202513F-HR EDGAR
  6. Jul 24, 202515-12G EDGAR
  7. Jul 14, 202525 EDGAR
  8. Jul 9, 20258-K EDGAR
  9. Jul 7, 2025EFFECT EDGAR
  10. Jul 7, 2025EFFECT EDGAR
  11. Jul 7, 2025EFFECT EDGAR
  12. Jul 7, 2025SCHEDULE 13D/A EDGAR
  13. Jul 7, 2025SCHEDULE 13D/A EDGAR
  14. Jul 7, 2025SCHEDULE 13D/A EDGAR
  15. Jul 7, 20254 EDGAR
  16. Jul 7, 20254 EDGAR
  17. Jul 7, 20254 EDGAR
  18. Jul 7, 20254 EDGAR
  19. Jul 7, 20254 EDGAR
  20. Jul 7, 20254 EDGAR

The 380 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

13 open-market trades by officers, directors and large owners since October 2021: 2 buys and 11 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
May 6, 2025Gerhardt Hans-PeterDirectorSale407$334.00$135.9KForm 4
May 6, 2025Becker Bernard F.DirectorSale100$333.99$33.4KForm 4
Mar 18, 2025Patel Hiteshkumar R.DirectorSale484$332.17$160.8KForm 4
Mar 14, 2025Gerhardt Hans-PeterDirectorSale4,934$332.01$1.6MForm 4
Mar 13, 2025Becker Bernard F.DirectorSale100$331.91$33.2KForm 4
Mar 13, 2025Gerhardt Hans-PeterDirectorSale10,000$332.00$3.3MForm 4
Dec 19, 2024Becker Bernard F.DirectorSale100$323.44$32.3KForm 4
Nov 7, 2023Winslow Poul AlbaekDirectorSale741,735$227.18$168.5MForm 4
Nov 7, 2023Silvester Dominic Francis MichaelChief Executive OfficerBuy45,000$227.18$10.2MForm 4
Nov 7, 2023TRIDENT V, L.P.DirectorSale95,000$227.18$21.6MForm 4
Nov 7, 2022Al Obaidat NazarChief Investment OfficerSale6,900$187.72$1.3MForm 4
Nov 7, 2022Silvester Dominic Francis MichaelChief Executive OfficerBuy26,000$190.08$4.9MForm 4
May 10, 2022Stone Point GP Ltd.DirectorSale89,790$222.74$20.0MForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

SEC filer profile

How Enstar Group LTD is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGAREnstar Group LTD1
  • CIK0001363829
  • Employer ID (EIN)99-99999991
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company5
  • Incorporated inBermuda5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6331 Fire, Marine & Casualty Insurance1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business addressP.O. Box Hm 2267, A.S. Cooper Building, 26 Reid Street, Hamilton, D0 HM 111
  • Phone441-292-36451
  • Shares outstanding14,910,102 as of Apr 30, 202513
  • Public float$3.4B as of Jun 28, 20245
  • AuditorPricewaterhouseCoopers LLP, New York, New York PCAOB ID 238; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceJun 1, 20061
  • Filings1,383 in all: 4 (642), 8-K (190), 3 (57), 10-Q (55), SC 13G/A (41), UPLOAD (33), CORRESP (32), SC 13G (31)1
    All 54 form types

    SC 13D/A (29), 13F-HR (27), DEFA14A (24), 10-K (19), DEF 14A (19), 4/A (15), SC 13D (12), ARS (11), F-N (11), 424B2 (10), 8-K/A (9), EFFECT (8), FWP (8), S-8 (7), S-8 POS (7), S-3ASR (6), SCHEDULE 13D/A (6), SCHEDULE 13G/A (6), 144 (5), PRE 14A (5), S-3/A (5), 10-K/A (4), 424B5 (4), POS AM (4), S-4/A (4), SC 13E3/A (4), 425 (3), POSASR (3), PRER14A (3), S-3 (3), 10-Q/A (2), 424B3 (2), 5 (2), 8-A12B (2), CERT (2), 15-12G (1), 25 (1), 25-NSE (1), 424B1 (1), 8-K12B (1), CT ORDER (1), DEFM14A (1), PREM14A (1), S-4 (1), SC 13E3 (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2025
    Quarterly report (10-Q) May 1, 2025
    Proxy statement (DEF 14A) Apr 26, 2024
    Latest 8-K (8-K) Jul 9, 2025

Securities registered for trading

ClassSymbolExchange
Ordinary shares, par value $1.00 per shareESGRThe NASDAQ Stock Market
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00%ESGRPThe NASDAQ Stock Market
Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00%ESGROThe NASDAQ Stock Market

From the cover page of the 10-K filed Feb 27, 2025 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks Enstar Group LTD names in Item 1A of its 10-K filed Feb 27, 2025: 43 risks under these headings, as written.5

  • Any of the following risk factors could cause our actual results to differ materially from historical or anticipated results. These risks and uncertainties are not the only ones we face. There may be additional risks that we currently consider not to be material or of which we are not currently aware, and any of these risks could cause our actual results to differ materially from historical or anticipated results.
  • Risks Relating to the Proposed Merger
  • Risks Relating to our Run-off Business
  • Risks Relating to Taxation
  • Risks Relating to Liquidity and Capital Resources
  • Risks Relating to our Investments
  • Risks Relating to Laws and Regulation
  • Risks Relating to our Operations
  • Risks Relating to Ownership of our Shares
  • While the Merger is pending, we are subject to business uncertainties and contractual restrictions that could harm our business relationships, financial condition, results of operations and business.
  • The Merger may not be completed within the intended timeframe, or at all, and the failure to complete the Merger could adversely affect our business, results of operations, financial condition, and the market price of our ordinary shares, depositary shares representing our preferred shares, Senior Notes and Junior Subordinated Notes.
  • Our executive officers and directors may have interests in the proposed Merger that are different from, or in addition to, those of our shareholders generally.
The other 39 risks
  • Shareholder litigation could prevent or delay the closing of the Merger or otherwise negatively impact our business, operating results and financial condition.
  • The Merger will involve substantial costs and require substantial management resources, which could adversely affect our operating results and financial condition.
  • Holders of the depositary shares representing our preferred shares who receive newly issued preferred shares of the surviving company cannot be sure of the value of the new preferred shares that they will receive as a result of the Merger, and an active trading market for the newly issued preferred shares does not exist and may not develop.
  • We expect to make significant cash distributions in connection with the closing of the Merger and following the Merger to fund certain obligations of Parent.
  • Following the Merger, the interests of our controlling shareholders may conflict with your interests.
  • Inadequate loss reserves could reduce our net income and capital surplus, which could have a materially adverse impact on our results of operations and financial condition.
  • We may not be able to sustain our growth through acquisitions.
  • We may not be able to realize the anticipated benefits of acquisition of new business, which may result in underperformance relative to our expectations and have a material adverse effect on our business, financial condition or results of operations.
  • Climate change may have an adverse impact on the returns from our run-off business as well as our investments, which could have an adverse effect on our results of operations or financial condition.
  • U.S. tax reform legislation, various international tax transparency and economic substance initiatives, and possible future tax reform legislation and regulations could materially affect us and our shareholders.
  • Bermuda Corporate Income Tax and future guidance could materially impact us.
  • We might incur unexpected U.S., U.K., Australia, or other tax liabilities if companies in our group that are incorporated outside those jurisdictions are determined to be carrying on a trade or business in such jurisdictions.
  • U.S. persons who own our ordinary shares might become subject to adverse U.S. tax consequences as a result of "related person insurance income," if any, of our non-U.S. insurance company subsidiaries.
  • The amount of statutory capital that we must hold to meet regulatory requirements and maintain our credit ratings can vary significantly and is sensitive to several factors.
  • We may require additional capital liquidity in the future that may not be available or may only be available on unfavorable terms.
  • Our reinsurance subsidiaries are often required to provide collateral to ceding companies pursuant to their reinsurance contracts. Their ability to conduct business could be significantly and negatively affected if they are unable to do so or if any letters of credit posted as collateral cannot be renewed or are drawn upon by a ceding company.
  • Reinsurers may not satisfy their obligations to our reinsurance subsidiaries, which could result in significant losses or liquidity issues for us.
  • We are dependent on the ability of our subsidiaries to distribute funds to us.
  • Fluctuations in currency exchange rates may cause us to experience losses.
  • The value of our investment portfolios and the investment income that we receive from these portfolios may decline materially as a result of market fluctuations and economic conditions.
  • Our investments in alternative investments, strategic investments in joint ventures and/or entities accounted for using the equity method may be illiquid and volatile in terms of value and returns.
  • The valuation of our investments may include methodologies, estimations and assumptions that are subject to differing interpretations and could result in changes to investment valuations that may materially adversely affect our financial condition or results of operations.
  • The nature of our liquidity demands and the structure of our investment portfolios may adversely affect the performance of our investment portfolio and financial results, as well as our investing flexibility.
  • Risks Relating to Laws and Regulations
  • Insurance laws and regulations can restrict our ability to operate, and any failure to comply with these laws and regulations, or any investigations, inquiries or demands by government authorities, may have a material adverse effect on our business.
  • We are dependent on our executive officers, directors and other key personnel and the loss of any of these individuals could adversely affect our business.
  • Some of our directors, large shareholders and their affiliates have interests and/or other involvement with entities that can create conflicts of interest through related party transactions.
  • Cybersecurity events or other difficulties with our information technology systems could disrupt our business, result in the loss of critical and confidential information, increased costs, and adversely impact our reputation and results of operations.
  • If outsourced providers such as third-party administrators, investment managers or other service providers were to breach their obligations to us, our business and results of operations could be adversely affected.
  • The market price for our securities may experience volatility, which could cause a potential loss of value to our investors, and our ordinary shares are thinly traded, so the market value of our ordinary shares may decline if large numbers of shares are sold.
  • A few significant shareholders may influence or control the direction of our business. If the ownership of our ordinary shares continues to be highly concentrated, it may limit the ability of other shareholders to influence significant corporate decisions.
  • Some aspects of our corporate structure and certain regulatory limitations may discourage third-party takeovers and other transactions or prevent the removal of our Board and management.
  • Bermuda Law differs from the laws in effect in the United States. Shareholders who own our shares may have more difficulty protecting their interests than shareholders of a U.S. corporation.
  • Certain regulatory and other constraints may limit our ability to pay dividends on our securities, and dividends on our preferred shares are non-cumulative.
  • Our ordinary and preferred shares are subordinate to our existing and future indebtedness and our ordinary shares rank junior to our outstanding preferred shares.
  • There is no limitation on our issuance of securities that rank equally with or senior to the preferred shares.
  • The voting rights of holders of our preferred shares and, in turn, the depositary shares representing our preferred shares are limited.
  • We have no obligation to maintain any listing of the depositary shares representing our outstanding preferred shares.
  • A classification of the depositary shares representing our preferred shares by the National Association of Insurance Commissioners may impact U.S. insurance companies that purchase our preferred shares.
  • Our preferred shares are subject to our rights of redemption.

Legal proceedings

For a discussion of legal proceedings, see Note 26 in the notes to our consolidated financial statements, which is incorporated herein by reference.

The opening of Item 3, Legal Proceedings.5

Sources

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