Enstar Group Limited has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 4.500% Senior Notes due 2022 (the “Notes”).
The Tender Offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase dated August 16, 2021 (the “Offer to Purchase”), and the related Notice of Guaranteed Delivery (the Notice of Guaranteed Delivery, together with the Offer to Purchase, the “Offer Documents”). The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on August 20, 2021, unless extended or earlier terminated (such date and time, as the same may be extended, the “Expiration Time”). Holders must validly tender and not validly withdraw their Notes at or prior to the Expiration Time, or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Time and deliver their Notes at or prior to the Guaranteed Delivery Time, in accordance with the instructions set forth in the Offer of Purchase, to be eligible to receive the applicable consideration. Holders who validly tender their Notes may validly withdraw their tendered Notes when and in the manner described in the Offer to Purchase.
The consideration paid in the Tender Offer for Notes that are validly tendered and accepted for purchase will be determined in the manner described in the Offer to Purchase by reference to the fixed spread over the yield based on the bid side price of the U.S. Treasury Security, as specified in the table above, as calculated by the Dealer Managers (as defined below) at 2:00 p.m., New York City time, on August 20, 2021. Payments for Notes purchased in the Tender Offer will include accrued and unpaid interest thereon from and including the last interest payment date to, but not including, the Settlement Date, which is expected to be August 25, 2021. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for all Notes accepted in the Tender Offer, including accepted Notes that are delivered pursuant to the guaranteed delivery procedures.
The Tender Offer is conditioned upon the satisfaction or waiver of certain conditions, including, among other things, the consummation of one or more debt capital markets issuances by Enstar in an aggregate principal amount of at least $350,000,000 (the “Financing Condition”). The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be extended, amended, terminated, or withdrawn.
Enstar has severally retained Wells Fargo Securities, LLC (“Wells Fargo”), Barclays Capital Inc. (“Barclays”) and HSBC Securities (USA) Inc. (“HSBC” and together with Wells Fargo and Barclays, the “Dealer Managers”) as dealer managers for the Tender Offer. D.F. King & Co., Inc. (“D.F. King”) is the Information and Tender Agent. For additional information regarding the terms of the Tender Offer, please contact: Wells Fargo at (866) 309-6316 (toll-free) or (704) 410-4756 (collect), Barclays at (800) 438-3242 (toll-free) or (212) 528-7581 (collect) and HSBC at +1 (888) HSBC-4LM (toll-free) or +1 (212) 525-5552 (collect). Requests for documents and questions regarding the tendering of securities may be directed to D.F. King by telephone at (212) 269-5550 (for banks and brokers only), (866) 207-3626 (for all others toll-free), by email at firstname.lastname@example.org or to Wells Fargo, Barclays or HSBC at their respective telephone numbers (toll-free or collect). Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at www.dfking.com/enstar.