Enstar Group Announces Pricing for Its Cash Tender Offer

Source: www.gulfoilandgas.com 8/20/2021, Location: South America

Enstar Group Limited announced the consideration payable for the notes subject to its previously announced cash tender offer (the “Tender Offer“) for any and all of its outstanding 4.500% Senior Notes due 2022 (the “Notes”).

The consideration payable for each $1,000 principal amount of Notes validly tendered and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase, dated August 16, 2021 (the “Offer to Purchase”), by reference to the fixed spread over the yield based on the bid side price of the reference U.S. Treasury Security, all as specified in the table below, as calculated by the Dealer Managers (as defined below) at 2:00 p.m., New York City time, on August 20, 2021. Holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date to, but not including, the settlement date for the Tender Offer, which is expected to be August 25, 2021.

The Tender Offer is being made pursuant to the Offer to Purchase and the related Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery”, and together with the Offer to Purchase, the “Offer Documents”), which set forth the terms and conditions of the Tender Offer.

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 5:00 p.m., New York City time, on the second business day after the Expiration Time, which is expected to be August 24, 2021, in accordance with the instructions set forth in the Offer of Purchase, to be eligible to receive the 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 Tender Offer is conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase, 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 Financing Condition was satisfied on August 18, 2021. 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) 472-2456 (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 enstar@dfking.com 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.


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