Announcement • Jul 02

J.C. Flowers & Co. LLC, Liberty 77 Capital L.P., Sixth Street Partners, LLC and other institutional investors completed the acquisition of the remaining 95.13% stake in Enstar Group Limited (NasdaqGS:ESGR) from Enstar shareholders.

J.C. Flowers & Co. LLC, Liberty 77 Capital L.P., Sixth Street Partners, LLC and other institutional investors entered into a definitive merger agreement to acquire remaining 95.13% stake in Enstar Group Limited (NasdaqGS:ESGR) from Enstar shareholders for $5 billion on July 29, 2024. Enstar shareholders will receive a total of $338 in cash per ordinary share of Enstar payable upon closing of the transaction. The transaction is fully financed, with the full amount of equity being provided by Sixth Street, together with its co-investors, and Enstar agreeing to return approximately $500 million from its balance sheet to its shareholders as part of the total $338 in cash per ordinary share received by shareholders of Enstar. Barclays Bank PLC has committed to provide debt financing. (i) a senior secured term loan facility in an aggregate principal amount of up to $950 million and (ii) a senior secured backstop revolving credit facility in an aggregate principal amount of up to $2.2 billion, in each case, on the terms and subject to the conditions set forth in a commitment letter. Certain investment vehicles managed or advised by affiliates of Sixth Street Partners, LLC have committed, pursuant to the equity commitment letter with an aggregate equity contribution in an amount of $3.512 million. Stone Point Credit Adviser LLC has committed, pursuant to the preferred equity commitment letter dated July 29, 2024, to purchase, at or immediately prior to the closing of the Mergers, preferred equity interests in a parent entity of Parent with an aggregate liquidation preference of $175 million. Following the close of the transaction, Enstar will maintain its current operations and business strategy. The agreement includes a 35-day "go-shop" period expiring on September 2, 2024. The Go-shop termination fee is $102 million. The sell side termination fee is $145 million, while the buyer side termination fee is $265 million. Sixth Street Partners, LLC holds through Elk Evergreen and Elk Cypress 4.85% stake in Enstar Group. Upon completion of the transaction, Enstar's common stock will no longer be publicly listed, and Enstar will become a privately-held company. The Company will continue to operate under the Enstar name. The transaction, which has been unanimously approved and recommended to its shareholders by Enstar’s Board of Directors, is expected to close in mid-2025, subject to approval by Enstar’s shareholders, regulatory approvals, and other customary closing conditions. As of September 4, 2024, Enstar Group Limited announced the expiration of the 35-day “go-shop” period. The go-shop period expired on September 2, 2024, the Company has not received any additional acquisition proposals following the execution of the merger agreement. As of September 13, 2024, Enstar Group Limited (the “Company”) and certain of its subsidiaries entered into (1) Amendment No. 1 to Amended and Restated Revolving Credit Agreement, by and among the Company and certain of its subsidiaries, as borrowers and guarantors, National Australia Bank Limited (“NAB”), as administrative agent, and the lenders party thereto and (2) Amendment No. 1 to Amended and Restated Letter of Credit Facility Agreement, by and among the Company and certain of its subsidiaries, as guarantors, its wholly-owned subsidiary, Cavello Bay Reinsurance Limited, as borrower, NAB, as administrative agent and several L/C issuing bank, and the lenders party thereto (together, the “Amendments”). The Amendments make certain changes to the respective underlying debt agreements that will take effect immediately prior to the consummation of the Transaction, including: (1) revising the definition of “Change of Control,” amending or adding certain other definitions and amending certain covenants to accommodate the consummation of the Transaction and the Company’s post-Transaction ownership structure; (2) modifying the financial covenants to test compliance on the last day of each fiscal quarter and resetting the calculation of the minimum consolidated net worth covenant such that (x) the $4.3 billion floor amount will be replaced with an amount equal to the greater of (a) $3 billion and (b) an amount equal to the product of (i) 70% times (ii) an amount equal to (A) the consolidated net worth of the Company immediately after the Transaction less (B) $500 million and (y) the portion of net income available for distribution to common shareholders and proceeds from common share issuances that are added to the minimum consolidated net worth covenant will be measured from the first fiscal quarter-end date that occurs after the consummation of the Transaction rather than June 30, 2022; and (3) adding a customary right to cure breaches of financial covenants, subject to certain limitations, including on the number of times and frequency with which such cure right may be exercised during the term of the applicable debt agreements. As of November 6, 2024, Enstar Group shareholders approved the transaction. Goldman Sachs & Co. LLC acted as financial advisor and provided fairness opinion, Krishna Veeraraghavan, Benjamin M. Goodchild from Paul, Weiss, Rifkind, Wharton & Garrison LLP and Bob Juelke from Hogan Lovells US LLP acted as legal advisors to to Enstar. Ardea Partners LP, Barclays PLC and J.P. Morgan Securities LLC are acting as financial advisors to Sixth Street and Katherine Krause, Elizabeth Cooper, Louis Argentieri, Russell Light, Caroline W. Phillips, Hui Lin, Jennifer Nadborny, Eli Isak, Andrew Blau, Lori E. Lesser, Michael R. Isby, Deepa Sarkar, Abram J. Ellis, Krista McManus and Tim Gallagher of Simpson Thacher & Bartlett LLP, Gregory V. Gooding, Marilyn Lion, Matthew Parelman, Jan Buschmann, Clare Swirski and Phillip Orange of Debevoise & Plimpton LLP and Mike James, John Kupiec, Liza Lenas, Noah Danielson and Christopher Cook of Cleary Gottlieb Steen & Hamilton LLP are acting as legal advisors. Innisfree M&A Incorporated acted as a proxy solicitor against a fee of $50,000 to Enstar. J.C. Flowers & Co. LLC, Liberty 77 Capital L.P., Sixth Street Partners, LLC and other institutional investors completed the acquisition of the remaining 95.13% stake in Enstar Group Limited (NasdaqGS:ESGR) from Enstar shareholders on July 2, 2025. With the completion of the acquisition, Enstar’s ordinary shares will no longer be listed publicly, and Enstar will continue operations as a privately held, standalone company. The Company will continue to operate under the Enstar name.

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J.C. Flowers & Co. LLC, Liberty 77 Capital L.P., Sixth Street Partners, LLC and other institutional investors completed the acquisition of the remaining 95.13% stake in Enstar Group Limited (NasdaqGS:ESGR) from Enstar shareholders.

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