Enstar Group Limited Announces Expiration and Final Results of Any And All Cash Tender Offer For Junior Subordinated Notes Due 2042
HAMILTON, Bermuda, July 22, 2026 (GLOBE NEWSWIRE) -- Enstar Group Limited (“Enstar” or the “Offeror”) today announces the expiration and final results as of 5:00 p.m., New York City time, on July 21, 2026 (the “Expiration 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 was made upon the terms and subject to the conditions set forth in the offer to purchase dated June 22, 2026 (the “Offer to Purchase”). On July 7, 2026, the Offeror announced the early results of the Offer.
The Offeror has been advised by the information and tender agent that, as of the Expiration Date, the amount of Notes set forth in the table below were validly tendered and not validly withdrawn after 5:00 p.m., New York City time, on July 6, 2026 (the “Early Tender Date”), but at or prior to the Expiration Date. As set forth in the table below, the Notes validly tendered and not validly withdrawn after the Early Tender Date, but at or prior to the Expiration Date, will be accepted for purchase.
The following table summarizes the final results of the Offer.
| Title of Security | Security Identifiers |
Principal Amount Outstanding Prior to the Offer |
Principal Amount Outstanding After the Early Settlement Date(1) |
Principal Amount Tendered and Accepted Between the Early Tender Date and the Expiration Date |
Tender Offer Consideration(2) |
|||||||||
| 5.500% Fixed-Rate Reset Junior Subordinated Notes due 2042 |
CUSIP: 29360AAB6 ISIN: US29360AAB61 |
$500,000,000.00 | $192,445,000.00 | $25,000.00 | $970.00 | |||||||||
| (1) | On July 8, 2026 (the "Early Settlement Date"), the Offeror purchased $307,555,000.00 aggregate principal amount of Notes. Holders who validly tendered their Notes at or prior to the Early Tender Date received the total consideration of $1,000.00 for each $1,000 principal amount of Notes accepted for purchase, which included the Tender Offer Consideration in the amount of $970.00 and an early tender payment equal to $30.00, plus accrued interest on such Notes to, but excluding the Early Settlement Date. |
| (2) | The amount to be paid for each $1,000 principal amount of Notes validly tendered after the Early Tender Date, but at or prior to the Expiration Date, and accepted for purchase as of the Expiration Date. In addition, Accrued Interest (as defined herein) will be paid in cash. |
Holders who validly tendered and did not validly withdraw their Notes after the Early Tender Date, but at or prior to the Expiration Date, in the manner described in the Offer to Purchase, will receive the Tender Offer Consideration, plus Accrued Interest.
The Tender Offer Consideration for each $1,000.00 principal amount of Notes validly tendered and not validly withdrawn after the Early Tender Date, but at or prior to the Expiration Date, and accepted for purchase pursuant to the Offer is $970.00 (the “Tender Offer Consideration”).
Holders whose Notes are accepted for payment as of the Expiration Date pursuant to the Offer will be paid accrued and unpaid interest on the Notes (“Accrued Interest”) up to, but excluding, the Final Settlement Date (as defined herein). The Offeror will not pay Accrued Interest for any periods following the Final Settlement Date in respect of any Notes accepted in the Offer as of the Expiration Date. Accrued Interest on Notes accepted in the Offer as of the Expiration Date will cease to accrue on the Final Settlement Date. The final settlement date will be July 23, 2026, or as promptly as practicable thereafter (the “Final Settlement Date”).
The deadline for holders of Notes to validly withdraw tenders of Notes has passed. Accordingly, Notes may not be withdrawn or revoked, except as required by applicable law.
Enstar 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 WAS 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.
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, THE TRUSTEE FOR THE NOTES OR ANY PERSON WHO CONTROLS, OR IS A DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF SUCH PERSONS, OR ANY AFFILIATE OF SUCH PERSONS, HAS MADE ANY RECOMMENDATION AS TO WHETHER HOLDERS SHOULD TENDER NOTES IN THE OFFER. EACH HOLDER MUST HAVE MADE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO TENDER NOTES AND, IF SO, AS TO THE PRINCIPAL AMOUNT OF NOTES TO TENDER.
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
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