HAMILTON, Bermuda, July 07, 2026 (GLOBE NEWSWIRE) -- Enstar Group Limited ("Enstar" or the "Offeror") today announces the early results as of 5:00 p.m., New York City time, on July 6, 2026 (the "Early Tender Date") of its previously announced cash tender offer (the "Offer") for any and all of the outstanding 5.500% Fixed-Rate Reset Junior Subordinated Notes due 2042 issued by Enstar's wholly owned subsidiary, Enstar Finance LLC, that Enstar guarantees on a junior subordinated basis (the "Notes"). The Offer is being made upon the terms and subject to the conditions set forth in the offer to purchase dated June 22, 2026 (the "Offer to Purchase").
The Offeror has been advised by the information and tender agent that, as of the Early Tender Date, the amount of Notes set forth in the table below were validly tendered and not validly withdrawn. As set forth in the table below, the Notes validly tendered and not validly withdrawn as of the Early Tender Date will be accepted for purchase.
The following table summarizes the early results of the Offer.
| Title of Security | Security Identifiers | Principal Amount Tendered and Accepted | Early Tender Payment | Tender Offer Consideration | Total Consideration(1) | |||||||||
| 5.500% Fixed-Rate Reset Junior Subordinated Notes due 2042 | CUSIP: 29360AAB6 ISIN: US29360AAXXX | $307,555,000.00 | $30.00 | $970.00 | $1,000.00 | |||||||||
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| (1) | The amount to be paid for each $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase. The Total Consideration includes an Early Tender Payment (as defined herein) of $30.00 for each $1,000.00 principal amount of Notes due to holders of the Notes ("Holders") who validly tendered and did not validly withdraw Notes at or prior to the Early Tender Date. In addition, Accrued Interest (as defined herein) will be paid in cash. |
Holders who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Date, in the manner described in the Offer to Purchase, are eligible to receive the Total Consideration, which includes the Early Tender Payment plus Accrued Interest.
The Total Consideration for each $1,000.00 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase pursuant to the Offer will be $1,000.00 (the "Total Consideration"), which includes the consideration of $970.00 (the "Tender Offer Consideration") and an early tender payment equal to $30.00 (the "Early Tender Payment").
Holders whose Notes are accepted for payment as of the Early Tender Date pursuant to the Offer will be paid accrued and unpaid interest on the Notes ("Accrued Interest") up to, but excluding, the Early Settlement Date (as defined herein). The Offeror will not pay Accrued Interest for any periods following the Early Settlement Date in respect of any Notes accepted in the Offer as of the Early Tender Date. Accrued Interest on Notes accepted in the Offer as of the Early Tender Date will cease to accrue on the Early Settlement Date. The early settlement date will be July 8, 2026, or as promptly as practicable thereafter (the "Early Settlement Date").
Withdrawal rights with respect to tendered Notes terminated on the Early Tender Date. Accordingly, following the Early Tender Date, Notes validly tendered, including Notes tendered prior to the Early Tender Date and Notes tendered thereafter, may no longer be validly withdrawn except in certain limited circumstances where additional withdrawal rights are required by applicable law.
Enstar has severally retained Barclays Capital Inc. ("Barclays"), BofA Securities, Inc. ("BofA"), SMBC Nikko Securities America, Inc. ("SMBC Nikko"), Truist Securities, Inc. ("Truist") and Wells Fargo Securities, LLC ("Wells Fargo Securities" and together with Barclays, BofA, SMBC Nikko and Truist, the "Dealer Managers") as dealer managers for the Offer. D.F. King & Co., Inc. ("D.F. King") is the Information and Tender Agent.
For additional information regarding the terms of the Offer, please contact: Barclays at (212) 528-7581 (collect) or (800) 438-3242 (toll-free), BofA at (980) 388-0539 (collect) or (888) 292-0070 (toll-free), SMBC Nikko at (212) 224-5163 (collect) or (888) 284-9760 (toll-free), Truist at (404) 926-5262 (collect) or (833) 594-7730 (toll-free) and Wells Fargo Securities at (704) 410-4820 (collect) or (866) 309-6316 (toll-free). Requests for documents and questions regarding the tendering of securities may be directed to D.F. King by telephone at (646) 852-9043 (for banks and brokers only), (800) 967-0261 (for all others toll-free), by email at enstar@dfking.com or to Barclays, BofA, SMBC Nikko, Truist or Wells Fargo Securities at their respective telephone numbers (toll-free or collect).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFER TO PURCHASE, WHICH SETS FORTH THE COMPLETE TERMS OF THE OFFER THAT HOLDERS OF THE NOTES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
ENSTAR RESERVES THE RIGHT, SUBJECT TO APPLICABLE LAW, IN ITS SOLE DISCRETION, TO: (I) WAIVE ANY AND ALL CONDITIONS TO THE OFFER, INCLUDING THE FINANCING CONDITION, AT ANY TIME AND FROM TIME TO TIME AT OR PRIOR TO THE EXPIRATION DATE; (II) EXTEND OR TERMINATE THE OFFER; OR (III) OTHERWISE AMEND THE OFFER IN ANY RESPECT.
THE OFFER TO PURCHASE AND THIS PRESS RELEASE DO NOT CONSTITUTE AN OFFER TO PURCHASE, OR THE SOLICITATION OF AN OFFER TO SELL, NOTES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION UNDER APPLICABLE SECURITIES OR BLUE SKY LAWS. IN ANY JURISDICTION IN WHICH THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE OFFER WILL BE DEEMED TO BE MADE ON BEHALF OF ENSTAR BY THE DEALER MANAGERS, IF THE DEALER MANAGERS ARE LICENSED BROKERS OR DEALERS UNDER THE LAWS OF SUCH JURISDICTION, OR BY ONE OR MORE REGISTERED BROKERS OR DEALERS THAT ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
NONE OF ENSTAR, ITS BOARD OF DIRECTORS, THE DEALER MANAGERS, THE INFORMATION AND TENDER AGENT OR THE TRUSTEE FOR THE NOTES IS MAKING ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER NOTES IN THE OFFER. EACH HOLDER MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER NOTES AND, IF SO, AS TO THE PRINCIPAL AMOUNT OF NOTES TO TENDER.
THIS PRESS RELEASE MUST BE READ IN CONJUNCTION WITH THE OFFER TO PURCHASE. THIS ANNOUNCEMENT AND THE OFFER TO PURCHASE CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. IF ANY HOLDER OF NOTES IS IN ANY DOUBT AS TO THE ACTION IT SHOULD TAKE, IT IS RECOMMENDED TO SEEK ITS OWN LEGAL, TAX, ACCOUNTING AND FINANCIAL ADVICE, INCLUDING AS TO ANY TAX CONSEQUENCES, IMMEDIATELY FROM ITS STOCKBROKER, BANK MANAGER, ATTORNEY, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL OR LEGAL ADVISER. ANY INDIVIDUAL OR COMPANY WHOSE NOTES ARE HELD ON ITS BEHALF BY A BROKER, DEALER, BANK, CUSTODIAN, TRUST COMPANY OR OTHER NOMINEE OR INTERMEDIARY MUST CONTACT SUCH ENTITY IF IT WISHES TO PARTICIPATE IN THE OFFER. NONE OF THE OFFEROR, THE DEALER MANAGERS, THE INFORMATION AND TENDER AGENT AND ANY PERSON WHO CONTROLS, OR IS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF SUCH PERSONS, OR ANY AFFILIATE OF SUCH PERSONS, MAKES ANY RECOMMENDATION AS TO WHETHER HOLDERS OF NOTES SHOULD PARTICIPATE IN THE OFFER.
About Enstar
Enstar is a global insurance and reinsurance group providing leading retrospective and specialist underwriting capabilities through its network of group companies across Bermuda, the United States, the United Kingdom, Continental Europe and Australia. With over $21.7 billion in total assets, $5.6 billion in shareholders' equity (as of 31 December, 2025), and more than 130 transactions completed since formation, Enstar has a proven record of pioneering innovative re/insurance solutions. The Group's financial strength is supported by "A" ratings from AM Best and S&P for its flagship reinsurer, Cavello Bay Reinsurance Limited. Enstar is privately owned and supported by investment vehicles managed by affiliates of Sixth Street, a leading global investment firm.
Cautionary Statement
This press release contains certain forward-looking statements. These statements include statements regarding the intent, belief or current expectations of Enstar and its management team. Investors are cautioned that any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Enstar undertakes no obligation to update any written or oral forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, to reflect any change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law.
Contact:
For Media: Jenna Kerr (communications@enstargroup.com) or FTI Consulting (Enstar@fticonsulting.com)
Enstar Group Limited
