View:
Download DOC
Download PDF
SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 		 
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
FIRST RESERVE FUND XII LP
(Last) (First) (Middle)
C/O FIRST RESERVE
ONE LAFAYETTE PLACE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2014 		3. Issuer Name and Ticker or Trading Symbol
Enstar Group LTD [ ESGR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Voting Ordinary Stock, par value $1.00 per share ("Ordinary 652,596 I See footnotes(1)(5)(6)(7)
Ordinary Shares 11,715 I See footnotes(2)(5)(6)(7)
Ordinary Shares 809,989 I See footnotes(3)(5)(6)(7)
Ordinary Shares 26,911 I See footnotes(4)(5)(6)(7)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
FIRST RESERVE FUND XII LP
(Last) (First) (Middle)
C/O FIRST RESERVE
ONE LAFAYETTE PLACE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
FR XII A PARALLEL VEHICLE LP
(Last) (First) (Middle)
C/O FIRST RESERVE
ONE LAFAYETTE PLACE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
FR XI Offshore AIV, L.P.
(Last) (First) (Middle)
C/O FIRST RESERVE
ONE LAFAYETTE PLACE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
FR Torus Co-Investment, L.P.
(Last) (First) (Middle)
C/O FIRST RESERVE
ONE LAFAYETTE PLACE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
First Reserve GP XII Ltd
(Last) (First) (Middle)
C/O FIRST RESERVE
ONE LAFAYETTE PLACE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
First Reserve GP XII, LP
(Last) (First) (Middle)
C/O FIRST RESERVE
ONE LAFAYETTE PLACE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
FR XI Offshore GP, L.P.
(Last) (First) (Middle)
C/O FIRST RESERVE
ONE LAFAYETTE PLACE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
FR XI Offshore GP Ltd
(Last) (First) (Middle)
C/O FIRST RESERVE
ONE LAFAYETTE PLACE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
1. Name and Address of Reporting Person*
MACAULAY WILLIAM E
(Last) (First) (Middle)
C/O FIRST RESERVE
ONE LAFAYETTE PLACE
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
Explanation of Responses:
1. Represents Ordinary Shares held directly by First Reserve Fund XII, L.P. ("First Reserve XII").
2. Represents Ordinary Shares held directly by FR XII-A Parallel Vehicle L.P., ("FR XII-A").
3. Represents Ordinary Shares held directly by FR XI Offshore AIV, L.P. ("FR XI Offshore AIV").
4. Represents Ordinary Shares held directly by FR Torus Co-Investment, L.P ("FR Co-Invest," together with First Reserve XII, FR XII-A and FR XI Offshore AIV, the "First Reserve Vehicles").
5. First Reserve GP XII Limited ("XII Limited") is the general partner of First Reserve GP XII, L.P. ("XII GP"), which in turn is the general partner of each of First Reserve XII and FR XII-A. XII Limited is the general partner of FR Co-Invest. William E. Macaulay is a director of XII Limited, and has the right to appoint a majority of the Board of Directors of XII Limited. By virtue of Mr. Macaulay's right to appoint a majority of the directors of XII Limited, Mr. Macaulay may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose of or direct the disposition of) the Ordinary Shares held by each of First Reserve XII, FR XII-A and FR Co-Invest and therefore, Mr. Macaulay may be deemed to be a beneficial owner of such Ordinary Shares.
6. FR XI Offshore GP, L.P. ("GP XI Offshore") is the general partner of FR XI Offshore AIV. FR XI Offshore GP Limited ("GP XI Offshore Limited", together with the First Reserve Vehicles, XII Limited, XII GP, GP XI Offshore and Mr. Macaulay, collectively the "Reporting Persons") is the general partner of GP XI Offshore.
7. Each of such Reporting Persons may be deemed to beneficially own the Ordinary Shares beneficially owned by the First Reserve Vehicles directly or indirectly controlled by it, but each of the Reporting Persons, other than the First Reserve Vehicles as to their direct holdings of such Ordinary Shares, disclaims beneficial ownership of the Ordinary Shares held by the First Reserve Vehicles except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons, other than the First Reserve Vehicles as to their direct holdings of Ordinary Shares, states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney.
FIRST RESERVE FUND XII, L.P., BY: FIRST RESERVE GP XII, L.P., its general partner, BY: FIRST RESERVE GP XII LIMITED, its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary 04/11/2014
FR XII-A PARALLEL VEHICLE, L.P., BY: FIRST RESERVE GP XII, L.P., its general partner, BY: FIRST RESERVE GP XII LIMITED, its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary 04/11/2014
FR XI OFFSHORE AIV, L.P., BY: FR XI OFFSHORE GP, L.P., its general partner, BY: FR XI OFFSHORE GP LIMITED, its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary 04/11/2014
FR TORUS CO-INVESTMENT, L.P., BY: FIRST RESERVE GP XII LIMITED, its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary 04/11/2014
FIRST RESERVE GP XII LIMITED, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary 04/11/2014
FIRST RESERVE GP XII, L.P., BY: FIRST RESERVE GP XII LIMITED, its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary 04/11/2014
FR XI OFFSHORE GP, L.P., BY: FR XI OFFSHORE GP LIMITED, its general partner, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary 04/11/2014
FR XI OFFSHORE GP LIMITED, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Chief Compliance Officer, Secretary 04/11/2014
WILLIAM E. MACAULAY, By: /s/ Anne E. Gold, Name: Anne E. Gold, Title: Attorney-in-fact 04/11/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                               POWER OF ATTORNEY
                                   (LIMITED)

        KNOW ALL MEN BY THESE PRESENTS, that I, WILLIAM E. MACAULAY of the
Town/City of GREENWICH, County of FAIRFIELD, State of CONNECTICUT, reposing
special trust and confidence in ANNE E. GOLD, of the Town of RYE, County of
WESTCHESTER, State of NEW YORK and/or, ROBERT J. GALLAGHER, of the Town of RYE,
County of WESTCHESTER, State of NEW YORK, have made, constituted and appointed,
and by these presents do make, constitute and appoint each of the said ANNE E.
GOLD and/or ROBERT J. GALLAGHER, my true and lawful attorney-in-fact and agent,
both FOR ME PERSONALLY and in my name, place and stead, IN MY CAPACITY AS AN
OFFICER OR DIRECTOR OF:

FRC FOUNDERS CORPORATION ("FOUNDERS")
FIRST RESERVE CORPORATION, L.L.C. ("FRC")
FIRST RESERVE PARTNERS LIMITED ("FRPL")
FIRST RESERVE MANAGEMENT LIMITED ("FRML")
FIRST RESERVE GP XII LIMITED ("GP XII")
FIRST RESERVE GP XI, INC. ("GP XI")
FR XI OFFSHORE GP LIMITED ("OFFSHORE XI")
FR HORIZON GP LIMITED ("FR HORIZON")
FIRST RESERVE GP X, INC. ("GP X")
FR X OFFSHORE GP LIMITED ("OFFSHORE X")
FIRST RESERVE ENERGY INFRASTRUCTURE GP LIMITED ("FREI")

or any entity of which any the foregoing is the direct or indirect general
partner or for which any of the foregoing otherwise has the authority to act
(collectively with FOUNDERS, FRC, FRPL, FRML, GP XII, GP XI, OFFSHORE XI, FR
HORIZON, GP X, OFFSHORE X, and FREI the "First Reserve Entities"), with full
power and authority to do and perform each and every act necessary, as fully as
I might do if personally present, to accomplish and complete the following acts
or transactions:

        1.     With respect to any entity in which any First Reserve Entities
have an investment (each a "Company"), sign on my behalf, any and all filings
(including filings with the Securities and Exchange Commission), agreements,
notices or documents arising from, or related to any Company, including, (a) any
holdings or investments of any First Reserve Entities in any Company; and (b)
any holdings or investments of mine in any Company.

        2.     Seek or obtain, as my representative and on my behalf, from any
third party, including brokers, employee benefit plan administrators and
trustees, information on transactions involving any Company or the securities of
any Company, and I hereby authorize any such persons to release any such
information to either attorney-in-fact designated hereunder and approve and
ratify any such release of information; and

        3.     Perform any and all other acts which in the discretion of either
such attorney-in-fact are necessary or desirable for and on my behalf in
connection with the foregoing.

        I acknowledge that:

               (a) this Power of Attorney authorizes, but does not require,
either such attorney-in-fact to act in his or her discretion on information
provided to either such attorney-in-fact without independent verification of
such information;

               (b) any documents prepared and/or executed by either such
attorney-in-fact on my behalf pursuant to this Power of Attorney will be in such
form and will contain such information and disclosure as either such
attorneys-in-fact, in his or her discretion, deems necessary or desirable;

               (c) neither such attorney-in-fact nor any Company assumes (i)
any liability for my responsibility to comply with the requirements of any law
or regulation, including without limitation the Securities Act of 1933, as
amended (the "Securities Act") or the Exchange Act of 1934, as amended (the
"Exchange Act"), or (ii) any liability of mine for any failure to comply with
such requirements; and

               (d) this Power of Attorney does not relieve me from
responsibility for compliance with my obligations under any law or regulation,
including without limitation the requirements under the Securities Act and the
Exchange Act.

        I hereby give and grant ANNE E. GOLD and/or ROBERT J. GALLAGHER, in the
capacity set forth above, full power and authority to do and perform all and
every act and thing whatsoever requisite, necessary or appropriate to be done in
and about the foregoing matters as fully to all intents and purposes as I might
or could do if present, hereby ratifying all that either such attorney-in-fact
of, for and on my behalf, shall lawfully do or cause to be done by virtue of
this Power of Attorney.


      This POWER OF ATTORNEY shall remain in effect until revoked and shall
                not be affected by disability of the Principal.

EXECUTED this 11th  day of  April, 2012

                             /s/ William E. Macaulay

STATE OF CONNECTICUT)
                    )SS.
COUNTY OF FAIRFIELD)

The foregoing instrument was acknowledged before me this 11th day of April,
2012, by William E. Macaulay, the Principal.

Witness my hand and official seal: MaryAnn Ghirardelli, Notary
My commission expires: January 31, 2017

/s/ Anne E. Gold                        /s/ Robert J. Gallagher
--------------------------------------  ----------------------------------------
Specimen Signature of Agent-Attorney    Specimen Signature of Agent-Attorney
Anne E. Gold                            Robert J. Gallagher