Annual report
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 Commission File Number 001-33289 ENSTAR ENSTAR GROUP LIMITED ( Exact name of Registrant as specified in its charter ) BERMUDA ( State or other jurisdiction of incorporation or organization ) Title of Each Class Ordinary shares , par value $ 1.00 per share Depositary Shares , Each Representing a 1 / 1,000th Interest in a 7.00 % ( I.R.S. Employer Identification No. ) Windsor Place , 3rd Floor , 22 Queen Street , Hamilton HM JX , Bermuda ( Address of principal executive offices , including zip code ) Registrant's telephone number , including area code : ( 441 ) 292-3645 Securities registered pursuant to Section 12 ( b ) of the Act : Fixed - to - Floating Rate Perpetual Non - Cumulative Preferred Share , Series D , Par Value $ 1.00 Per Share Depositary Shares , Each Representing a 1 / 1,000th Interest in a 7.00 % Perpetual Non - Cumulative Preferred Share , Series E , Par Value $ 1.00 Per Share share . Trading Symbol ( s ) . ESGR ESGRP N / A ESGRO Name of Each Exchange on Which Registered The NASDAQ Stock Market The NASDAQ Stock Market The NASDAQ Stock Market LLC LLC LLC No No > Securities registered pursuant to Section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Accelerated filer Non - accelerated filer Emerging growth company Smaller reporting company ☐ If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No X The aggregate market value of the registrant's voting and non - voting common equity held by non - affiliates as of June 30 , 2020 was $ 1.63 billion based on the closing price of $ 152.77 per ordinary share on the NASDAQ Stock Market on that date . Shares held by officers and directors of the registrant and their affiliated entities have been excluded from this computation . Such exclusion is not intended , nor shall it be deemed , to be an admission that such persons are affiliates of the registrant . As of February 25 , 2021 , the registrant had outstanding 18,585,678 voting ordinary shares and 3,509,682 non - voting convertible ordinary shares , each par value $ 1.00 per DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A relating to its 2021 annual general meeting of shareholders are incorporated by reference in Part III of this Form 10 - K