Enstar Group (ESGR) Prices $350M Notes Offering

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.

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