HAMILTON, Bermuda, June 22, 2026 (GLOBE NEWSWIRE) -- Enstar Group Limited (“Enstar” or the “Offeror”) today announced that it has commenced a 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 following table sets forth certain information relating to the Offer.

Title of Security

Security Identifiers

Principal Amount Outstanding

Early Tender Payment

Tender Offer Consideration⁽¹⁾

Total Consideration⁽²⁾

5.500% Fixed-Rate Reset Junior Subordinated Notes due 2042

CUSIP: 29360AAB

$500,000,000

$30.00

$970.00

$1,000.00

ISIN: US29360AAB61

(1) 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. In addition, Accrued Interest (as defined herein) will be paid in cash.

(2) 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 tender and not validly withdraw Notes on or prior to the Early Tender Date. Holders of Notes who validly tender and not validly withdraw Notes after the Early Tender Date, but at or prior to the Expiration Date will be eligible to receive only the Tender Offer Consideration (as defined herein) of $970.00. In addition, Accrued Interest will be paid in each case in cash.


Timetable for the Offer

Date		Calendar Date
Commencement of the Offer		June 22, 2026.

Early Tender Date		5:00 p.m. (New York City time) on July 6, 2026, unless extended by the Offeror.

Withdrawal Deadline		5:00 p.m. (New York City time) on July 6, 2026, unless extended by the Offeror.

Early Settlement Date		The Offeror expects that the Early Settlement Date will be within two Business Days following the Early Tender Date, which will be July 8, 2026, assuming that the Notes validly tendered and not validly withdrawn by the Early Tender Date are accepted for purchase by the Offeror pursuant to the Offer (the “Early Settlement Date”).

Expiration Date		5:00 p.m. (New York City time) on July 21, 2026, unless extended by the Offeror.

Final Settlement Date		The Offeror expects that the Final Settlement Date will be within two Business Days following the Expiration Date, which will be July 23, 2026, unless the Expiration Date is extended by the Offeror (the “Final Settlement Date”).

The Offer will expire at 5:00 p.m. (New York City time) on July 21, 2026, unless extended (such time and date, as the same may be extended in the sole discretion of the Offeror, the “Expiration Date”).

Holders who validly tender and do not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on July 6, 2026, unless extended (such time and date, as the same may be extended in the sole discretion of the Offeror, the “Early Tender Date”), in the manner described in the Offer to Purchase, will be eligible to receive the Total Consideration, which includes the Early Tender Payment plus Accrued Interest. Holders who validly tender Notes after the Early Tender Date, but at or prior to the Expiration Date in the manner described in the Offer to Purchase, will not be eligible to receive the Early Tender Payment and will therefore only be eligible to receive the Tender Offer Consideration 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 an early tender payment equal to $30.00 (the “Early Tender Payment”). Holders who validly tender Notes after the Early Tender Date, but at or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive the Early Tender Payment and will therefore be entitled to receive, for each $1,000.00 principal amount of Notes accepted for purchase, only the consideration of $970.00 (the “Tender Offer Consideration”).

Notes that have been validly tendered pursuant to the Offer may be validly withdrawn in accordance with the terms of the Offer at any time on or prior to the 5:00 p.m. (New York City time) on July 6, 2026, except as described in the Offer to Purchase or as required by applicable law (such date and time, as the same may be extended, in the sole discretion of the Offeror, the “Withdrawal Deadline”). 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.

Holders whose Notes are accepted for payment pursuant to the Offer will be paid accrued and unpaid interest on the Notes (“Accrued Interest”) up to, but excluding, the Early Settlement Date or the Final Settlement Date, as applicable, payable on the Early Settlement Date, or the Final Settlement Date, as applicable. The Offeror will not pay Accrued Interest for any periods following the Early Settlement Date or the Final Settlement Date, as applicable, in respect of any Notes accepted in the Offer. Accrued Interest on Notes will cease to accrue on the Early Settlement Date or the Final Settlement Date, as applicable.

Completion of the Offer is conditioned on the satisfaction or waiver of certain conditions, including the financing condition, as described in the Offer to Purchase. Enstar has the right, in its sole discretion, to amend or terminate the Offer at any time, subject to 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).

If you do not tender your Notes or if you tender Notes that are not accepted for purchase, they will remain outstanding. If Enstar consummates the Offer, the trading market for your outstanding Notes may be significantly more limited. For a discussion of this and other risks, see “The Offer – Certain Significant Consequences to Holders” in the Offer to Purchase.

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

This item of content is a press release from a third party provider who make no warranties or representations in connection with this content and therefore PA can make no warranties in respect of its use.

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