Enstar Group Limited Announces Pricing of $350 Million of 7.500% Fixed-Rate Reset Junior Subordinated Notes Due 2045

HAMILTON, Bermuda, March 12, 2025 (GLOBE NEWSWIRE) -- Enstar Group Limited (“Enstar”) (Nasdaq: ESGR) today announced the pricing of $350 million aggregate principal amount of its 7.500% Fixed-Rate Reset Junior Subordinated Notes due 2045 (the “Notes”). The offering is expected to close on March 18, 2025, subject to satisfaction of customary closing conditions.

Enstar intends to use the net proceeds from the offering to fund the purchase of the 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 “2040 Junior Subordinated Notes”), that are validly tendered and accepted for purchase in the tender offer announced on March 10, 2025. Enstar intends to use any remaining net proceeds from this offering to redeem additional 2040 Junior Subordinated Notes during future par call periods for such notes and for general corporate purposes, including, but not limited to, funding for acquisitions, working capital and other business opportunities.

The Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration provided by Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.

This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act, and it is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

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