0001104659-23-086466.txt : 20230802 0001104659-23-086466.hdr.sgml : 20230802 20230801181220 ACCESSION NUMBER: 0001104659-23-086466 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230802 DATE AS OF CHANGE: 20230801 GROUP MEMBERS: CPPIB EPSILON ONTARIO LIMITED PARTNERSHIP GROUP MEMBERS: CPPIB EPSILON ONTARIO TRUST GROUP MEMBERS: ERIC BENNER GROUP MEMBERS: JOHN WILLIAM (BILL) MACKENZIE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Enstar Group LTD CENTRAL INDEX KEY: 0001363829 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 999999999 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83620 FILM NUMBER: 231133117 BUSINESS ADDRESS: STREET 1: P.O. BOX HM 2267, WINDSOR PLACE, 3RD FL. STREET 2: 22 QUEEN STREET CITY: HAMILTON STATE: D0 ZIP: HM JX BUSINESS PHONE: 441-292-3645 MAIL ADDRESS: STREET 1: P.O. BOX HM 2267, WINDSOR PLACE, 3RD FL. STREET 2: 22 QUEEN STREET CITY: HAMILTON STATE: D0 ZIP: HM JX FORMER COMPANY: FORMER CONFORMED NAME: Castlewood Holdings LTD DATE OF NAME CHANGE: 20060523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CANADA PENSION PLAN INVESTMENT BOARD CENTRAL INDEX KEY: 0001283718 IRS NUMBER: 980361334 STATE OF INCORPORATION: A6 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE QUEEN STREET EAST STREET 2: STE 2500 CITY: TORONTO ONTARIO STATE: A6 ZIP: 0000 BUSINESS PHONE: 416 972 8226 MAIL ADDRESS: STREET 1: ONE QUEEN STREET EAST STREET 2: STE 2500 CITY: TORONTO ONTARIO STATE: A6 ZIP: 0000 SC 13D/A 1 tm2322478-1_sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 10)

Under the Securities Exchange Act of 1934

Enstar Group Limited

(Name of Issuer)

Ordinary Shares, par value $1.00 per share

(Title of Class of Securities)

G3075 P101

(CUSIP Number)

Patrice Walch-Watson

Canada Pension Plan Investment Board

One Queen Street East, Suite 2500

Toronto, ON M5C 2W5 Canada

(416) 868-4075

Eric Benner

One Queen Street East, Suite 2500

Toronto, ON M5C 2W5 Canada

(416) 868-4075

John William (Bill) MacKenzie

One Queen Street East, Suite 2500

Toronto, ON M5C 2W5 Canada

(416) 868-4075

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 31, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

1	Name of reporting person. Canada Pension Plan Investment Board
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
6	Citizenship or place of organization Canada

Number of

beneficially

owned by

each

reporting

person

with

Sole voting power

1,501,211 shares

Shared voting power

0 shares

Sole dispositive power

1,501,211 shares

Shared dispositive power

0 shares

11	Aggregate amount beneficially owned by each reporting person 1,501,211 shares (excludes 741,735 shares held by CPPIB Epsilon Ontario Limited Partnership)
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 9.4% (excludes 4.6% of the class held by CPPIB Epsilon Ontario Limited Partnership)⁽¹⁾
14	Type of reporting person (see instructions) CO

(1)

Calculated based on the 16,028,234 Ordinary Shares outstanding as of May 2, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on May 4, 2023.

1	Name of reporting person. CPPIB Epsilon Ontario Limited Partnership
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
6	Citizenship or place of organization Canada

Number of

beneficially

owned by

each

reporting

person

with

Sole voting power

741,735 shares⁽²⁾

Shared voting power

0 shares

Sole dispositive power

741,735 shares⁽²⁾

Shared dispositive power

0 shares

11	Aggregate amount beneficially owned by each reporting person 741,735 shares⁽²⁾
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.6%⁽²⁾⁽³⁾
14	Type of reporting person (see instructions) PN

(2)	Represents Ordinary Shares directly held by CPPIB Epsilon Ontario Limited Partnership, over which CPPIB Epsilon Ontario Trust, as general partner, holds all voting and disposition rights.
(3)	Calculated based on the 16,028,234 Ordinary Shares outstanding as of May 2, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on May 4, 2023.

1	Name of reporting person. CPPIB Epsilon Ontario Trust
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
6	Citizenship or place of organization Canada

Number of

beneficially

owned by

each

reporting

person

with

Sole voting power

741,735 shares⁽⁴⁾

Shared voting power

0 shares

Sole dispositive power

741,735 shares⁽⁴⁾

Shared dispositive power

0 shares

11	Aggregate amount beneficially owned by each reporting person 741,735 shares⁽⁴⁾
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.6%⁽⁴⁾⁽⁵⁾
14	Type of reporting person (see instructions) OO

(4)	Represents Ordinary Shares directly held by CPPIB Epsilon Ontario Limited Partnership, over which CPPIB Epsilon Ontario Trust, as general partner, holds all voting and disposition rights.
(5)	Calculated based on the 16,028,234 Ordinary Shares outstanding as of May 2, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on May 4, 2023.

1	Name of reporting person. Eric Benner
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
6	Citizenship or place of organization Canada

Number of

beneficially

owned by

each

reporting

person

with

Sole voting power

0 shares

Shared voting power

741,735 shares⁽⁶⁾

Sole dispositive power

0 shares

Shared dispositive power

741,735 shares⁽⁶⁾

11	Aggregate amount beneficially owned by each reporting person 741,735 shares⁽⁶⁾
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.6%⁽⁶⁾⁽⁷⁾
14	Type of reporting person (see instructions) IN

(6)	Represents Ordinary Shares directly held by CPPIB Epsilon Ontario Limited Partnership, over which CPPIB Epsilon Ontario Trust, as general partner, holds all voting and disposition rights. Eric Benner is one of two trustees of the CPPIB Epsilon Ontario Trust.
(7)	Calculated based on the 16,028,234 Ordinary Shares outstanding as of May 2, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on May 4, 2023.

1	Name of reporting person. John William (Bill) MacKenzie
2	Check the appropriate box if a member of a group (see instructions) (a) x (b) ¨
3	SEC use only
4	Source of funds (see instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) ¨
6	Citizenship or place of organization Canada

Number of

beneficially

owned by

each

reporting

person

with

Sole voting power

0 shares

Shared voting power

741,735 shares⁽⁸⁾

Sole dispositive power

0 shares

Shared dispositive power

741,735 shares⁽⁸⁾

11	Aggregate amount beneficially owned by each reporting person 741,735 shares⁽⁶⁾
12	Check if the aggregate amount in Row (11) excludes certain shares (see instructions) ¨
13	Percent of class represented by amount in Row (11) 4.6%⁽⁶⁾⁽⁷⁾
14	Type of reporting person (see instructions) IN

(8)	Represents Ordinary Shares directly held by CPPIB Epsilon Ontario Limited Partnership, over which CPPIB Epsilon Ontario Trust, as general partner, holds all voting and disposition rights. John William (Bill) MacKenzie is one of two trustees of the CPPIB Epsilon Ontario Trust.
(9)	Calculated based on the 16,028,234 Ordinary Shares outstanding as of May 2, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on May 4, 2023.

Explanatory Note

This Amendment No. 10 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on June 3, 2015, as amended on August 28, 2015, March 4, 2016, May 16, 2016, September 15, 2016, November 23, 2016, April 20, 2018, June 15, 2018, January 9, 2023 and March 24, 2023 (as so amended, the “Original Schedule 13D”) to provide updating information. This Amendment is being filed on behalf of Canada Pension Plan Investment Board (“CPPIB”), CPPIB Epsilon Ontario Limited Partnership (the “Partnership”), the CPPIB Epsilon Ontario Trust (the “Trust”), Eric Benner and John William (Bill) MacKenzie (each, a trustee of the Trust) (together, the “Reporting Persons”) identified on the cover pages of this Amendment. The reason for this Amendment is that Mr. R. Scott Lawrence no longer serves as a trustee of the Trust and therefore no longer beneficially owns any Ordinary Shares, and on July 31, 2023, Mr. Eric Benner was appointed as a trustee of the Trust.

Information reported in the Original Schedule 13D remains in effect except to the extent that it is amended or superseded by information contained in this Amendment.

Item 2. Identity and Background

Item 2 is hereby amended and restated in its entirety as follows, and Schedule 1 of the Original Schedule 13D is hereby amended and replaced with Schedule 1 attached hereto:

(a) This Statement is filed by the Reporting Persons.

All disclosures herein with respect to the Reporting Persons are made only by the Reporting Persons. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

(b) The business address of CPPIB is One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Canada. The business address of the Partnership is One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Canada. The business address of the Trust is One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Canada. The business address of Eric Benner is One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Canada. The business address of John William (Bill) MacKenzie is One Queen Street East, Suite 2500, Toronto, ON M5C 2W5 Canada.

(c) The principal business of CPPIB is investing the Canada Pension Plan fund. The principal business of the Partnership is investment in the 741,735 Ordinary Shares purchased by CPPIB. The principal business of the Trust is investment in the 741,735 Ordinary Shares purchased by CPPIB. The principal occupation of Eric Benner is as Managing Director, Head of Investment Research, Active Equities of CPPIB. The principal occupation of John William (Bill) MacKenzie is as Managing Director, Head of Active Equities North America of CPPIB.

(d) The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Persons have not, during the last five years, been a party to a civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Both Eric Benner and John William (Bill) MacKenzie are citizens of Canada.

In accordance with the provisions of General Instruction C to Schedule 13D, with respect to each Reporting Person, information concerning the name, business address, principal occupation and citizenship of its general partners, executive officers and board of directors and each person controlling such Reporting Person (collectively, the “Covered Persons”), required by Item 2 of Schedule 13D, is provided on Schedule 1 and is incorporated by reference herein. To the Reporting Persons’ knowledge, none of the Covered Persons listed on Schedule 1 has been, during the last five years, (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer

Item 5 is amended and restated in its entirety as follows:

(a)-(b) The aggregate number and percentage of Ordinary Shares beneficially owned by the Reporting Persons are as follows:

(a) Amount beneficially owned:

1,501,211 shares held directly by CPPIB representing 9.4% of the class of shares (excludes 741,735 shares held by the Partnership)

741,735 shares held directly by the Partnership representing 4.6% of the class of shares

741,735 shares held indirectly by the Trust as general partner to the Partnership representing 4.6% of the class of shares

741,735 shares held indirectly by Eric Benner as trustee to the Trust representing 4.6% of the class of shares

741,735 shares held indirectly by John William (Bill) MacKenzie as trustee to the Trust representing 4.6% of the class of shares

(b) Number of shares to which the Reporting Persons have:

i. Sole power to vote or to direct the vote:

1,501,211 shares held directly by CPPIB

741,735 shares held directly by the Partnership

741,735 shares held indirectly by the Trust as general partner to the Partnership

ii. Shared power to vote or to direct the vote: 741,735 shares held indirectly by Eric Benner and John William (Bill) MacKenzie as trustees to the Trust

iii. Sole power to dispose or to direct the disposition of:

1,501,211 shares held directly by CPPIB

741,735 shares held directly by the Partnership

741,735 shares held indirectly by the Trust as general partner to the Partnership

iv. Shared power to dispose or to direct the disposition of: 741,735 shares held indirectly by Eric Benner and John William (Bill) MacKenzie as trustees to the Trust

The percentages of beneficial ownership in this Schedule 13D are based on an aggregate of 16,028,234 Ordinary Shares outstanding as of May 2, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed on May 4, 2023.

(c) Except as described elsewhere in this Schedule 13D, none of the Reporting Persons or, to the Reporting Persons’ knowledge, the Covered Persons has effected any transactions in the Ordinary Shares during the past 60 days.

(d) None.

(e) Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	July 31, 2023
	Date

	CANADA PENSION PLAN INVESTMENT BOARD

	/s/ Patrice Walch-Watson
	Signature

	Patrice Walch-Watson, Senior Managing Director, General Counsel & Corporate Secretary
	Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	July 31, 2023
	Date

	CPPIB EPSILON ONTARIO LIMITED PARTNERSHIP

	/s/ John William (Bill) MacKenzie
	Signature

	John William (Bill) MacKenzie, Trustee of CPPIB Epsilon Ontario Trust (the General Partner),
	Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	July 31, 2023
	Date

	CPPIB EPSILON ONTARIO TRUST

	/s/ John William (Bill) MacKenzie
	Signature

	John William (Bill) MacKenzie, Trustee
	Name/Title

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	July 31, 2023
	Date

	ERIC BENNER

	/s/ Eric Benner
	Signature

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	July 31, 2023
	Date

	JOHN WILLIAM (BILL) MACKENZIE

	/s/ John William (Bill) MacKenzie
	Signature

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

Schedule 1

The following sets forth the name, business address, and present principal occupation and citizenship of each manager, executive officer and controlling person of CPPIB and the Partnership.

Directors of CPPIB

Heather Munroe-Blum