Enstar Group Limited Announces Expiration and Results of Cash Tender Offer For Junior Subordinated Notes Due 2040

Rhea-AI Summary

Enstar Group (NASDAQ: ESGR) has announced the completion of its cash tender offer for all outstanding 5.750% Fixed-Rate Reset Junior Subordinated Notes due 2040. The tender offer, which expired on March 14, 2025, at 5:00 p.m. New York City time, was issued by Enstar Finance and guaranteed by Enstar on a junior subordinated basis.

The company plans to accept all validly tendered notes, including $737,000 in aggregate principal amount subject to guaranteed delivery procedures. Settlement is expected on March 19, 2025, with holders receiving $1,000 for each $1,000 principal amount plus accrued and unpaid interest.

The tender offer was managed by a consortium of financial institutions including Wells Fargo Securities, Barclays Capital, HSBC Securities, SMBC Nikko Securities America, and Truist Securities, with D.F. King & Co. serving as the Information and Tender Agent.

Positive

• Full par value payment ($1,000 per $1,000 principal) offered to noteholders
• Additional accrued interest payment included in the offer

Negative

• None.

Insights

Financial Analyst

Enstar's completion of its tender offer for the 5.750% Fixed-Rate Reset Junior Subordinated Notes due 2040 represents a strategic debt management move, though its overall financial impact appears based on available information. The company is offering $1,000 for each $1,000 principal amount plus accrued interest, which indicates this isn't a distressed debt situation but rather planned capital structure management.

The announcement mentions $737,000 in notes subject to guaranteed delivery procedures, but notably doesn't disclose the total principal amount tendered or outstanding. This lack of scale context makes it difficult to assess the transaction's significance relative to Enstar's overall debt profile.

From a strategic perspective, this tender offer likely serves one of several purposes: the company may be acting ahead of a potential rate reset that could increase interest costs on these securities, seeking to eliminate less favorable debt instruments, or rebalancing its capital structure. Junior subordinated notes sit lower in the repayment hierarchy, so addressing these obligations could incrementally strengthen Enstar's capital position.

The timing suggests this might be related to current interest rate conditions, potentially allowing Enstar to refinance or replace this debt with more favorable terms. However, without clear disclosure of the strategic rationale or relative size of this tender offer, this appears to be a routine liability management exercise rather than a transformative financial event.

HAMILTON, Bermuda, March 17, 2025 (GLOBE NEWSWIRE) -- Enstar Group Limited (“Enstar”) (Nasdaq: ESGR) today announced the expiration and final results of its previously announced cash tender offer (the “Tender Offer”) for any and all of the outstanding 5.750% Fixed-Rate Reset Junior Subordinated Notes due 2040 issued by Enstar’s wholly owned subsidiary, Enstar Finance LLC, that Enstar guarantees on a junior subordinated basis (the “Notes”).

The Tender Offer expired at 5:00 p.m., New York City time, on March 14, 2025 (the “Expiration Time”). The principal amount of the Notes that was validly tendered and not validly withdrawn in the Tender Offer as of the Expiration Time according to information provided by D.F. King & Co., Inc., the Information and Tender Agent for the Tender Offer, is set forth in the table below. The amount in the table below does not include $737,000 aggregate principal amount of the Notes that remain subject to the guaranteed delivery procedures.

Title of Notes		CUSIP Number/ISIN		Principal Amount Outstanding			Aggregate Principal Amount Tendered
5.750% Fixed-Rate Reset Junior Subordinated Notes due 2040		29360A AA8 / US29360AAA88		$350,000,000			$232,560,000

Enstar expects to accept for purchase all Notes validly tendered and not validly withdrawn prior to the Expiration Time, including Notes delivered in accordance with the guaranteed delivery procedures. Settlement for the Notes validly tendered and not validly withdrawn at or prior to the Expiration Time and accepted for purchase by Enstar is expected to take place on March 19, 2025. Holders of Notes accepted for purchase pursuant to the Tender Offer will receive the previously announced consideration of $1,000 for each $1,000 principal amount of Notes plus accrued and unpaid interest thereon from the last interest payment date to, but not including, the settlement date for the Tender Offer.

The Tender Offer was made pursuant to the Offer to Purchase dated March 10, 2025 and the related Notice of Guaranteed Delivery.

Wells Fargo Securities, LLC, Barclays Capital Inc., HSBC Securities (USA) Inc., SMBC Nikko Securities America, Inc. and Truist Securities, Inc. acted as the Dealer Managers for the Tender Offer. D.F. King & Co., Inc. acted as the Information and Tender Agent for the Tender Offer. 

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER OR SOLICITATION TO PURCHASE NOTES. THE TENDER OFFER WAS MADE SOLELY PURSUANT TO THE OFFER DOCUMENTS, WHICH SET FORTH THE COMPLETE TERMS OF THE TENDER OFFER.

About Enstar

Enstar is a NASDAQ-listed leading global insurance group that offers innovative capital release solutions through its network of group companies operating in Bermuda, the United States, the United Kingdom, Liechtenstein, Belgium and Australia. A market leader in completing legacy acquisitions, Enstar has acquired over 120 companies and portfolios since its formation.

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. Important risk factors regarding Enstar can be found under the heading “Risk Factors” in Enstar’s Form 10-K for the year ended December 31, 2024 and are incorporated herein by reference. Furthermore, 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: Enstar Communications
Telephone: +1 (441) 292-3645

Enstar Group Limited

FAQ

What is the settlement amount for Enstar Group's (ESGR) 2040 Notes tender offer?

Holders will receive $1,000 for each $1,000 principal amount of Notes, plus accrued and unpaid interest until settlement date.

When does Enstar Group's (ESGR) tender offer settlement take place?

The settlement is expected to take place on March 19, 2025.

What is the expiration date of Enstar Group's (ESGR) tender offer?

The tender offer expired on March 14, 2025, at 5:00 p.m. New York City time.

How much additional Notes remain subject to guaranteed delivery procedures for ESGR's tender offer?

$737,000 aggregate principal amount of Notes remain subject to guaranteed delivery procedures.