Core Insights - Enstar Group Limited has completed its acquisition by investment vehicles managed by affiliates of Sixth Street for $338.00 per ordinary share, totaling an equity value of $5.1 billion [1][3] - The acquisition marks a significant transition for Enstar as it will now operate as a privately held company, ceasing public trading of its ordinary shares [3] Company Overview - Enstar is a global insurance group specializing in innovative capital release solutions, with a strong presence in Bermuda, the United States, the United Kingdom, Continental Europe, Australia, and other international markets [9] - Since its establishment in 2001, Enstar has acquired over 120 companies and portfolios, positioning itself as a market leader in legacy acquisitions [9] Investment Firm Overview - Sixth Street is a global investment firm managing over $115 billion in assets and committed capital, focusing on long-term flexible capital and data-enabled capabilities [10] - Founded in 2009, Sixth Street employs more than 650 team members, including over 280 investment professionals worldwide [10] Transaction Details - The acquisition was initially announced on July 29, 2024, and received shareholder approval on November 6, 2024 [3] - Following the transaction, Enstar intends to withdraw its depositary shares from NASDAQ and will not seek listing on another national securities exchange [2][3]

Financial Performance - Net income attributable to Enstar ordinary shareholders decreased by $69 million to $50 million for Q1 2025, compared to $119 million in Q1 2024[170]. - Comprehensive income attributable to Enstar for Q1 2025 was $125 million, an increase from $100 million in Q1 2024[172]. - The company reported net income attributable to ordinary shareholders of $50 million for the three months ended March 31, 2025, down from $119 million in 2024[176]. - Adjusted return on equity for Q1 2025 is 0.9%, compared to 2.4% in Q1 2024, indicating a decrease in performance year-over-year[206]. - The net income from the Investments segment was $183 million in Q1 2025, down from $224 million in Q1 2024, a decrease of 18.3%[218]. - The company reported a reduction in estimated future expenses for defendant A&E, with a decrease from $33 million to $32 million[209]. - Total expenses increased by $17 million to $85 million for the three months ended March 31, 2025, up from $68 million in the same period in 2024[230]. Investment Performance - Total investment returns recognized in net income for Q1 2025 were $193 million, down from $234 million in Q1 2024, a decrease of $41 million[171]. - Net investment income for Q1 2025 was $148 million, a decrease of $12 million from Q1 2024[171]. - Fair value changes in other investments, including equities, decreased by $80 million in Q1 2025 compared to Q1 2024, significantly impacting overall investment performance[218]. - Annualized total investment return (TIR) for Q1 2025 was 5.4%, compared to 4.9% in Q1 2024[172]. - The average aggregate invested assets at fair value for the three months ended March 31, 2025, were $18,053 million[211]. - The total fixed maturities increased by $280 million to $8.57 billion as of March 31, 2025, driven by new purchases and fair value changes[220]. Capital and Debt Management - The company issued $350 million in 7.50% Fixed-Rate Reset Junior Subordinated Notes due 2045 on March 18, 2025[163]. - Total capitalization attributable to Enstar increased to $8.2 billion as of March 31, 2025, from $7.9 billion as of December 31, 2024[256]. - Total debt obligations increased by $115 million from December 31, 2024, reaching $1.948 billion as of March 31, 2025, primarily due to the issuance of the new Junior Subordinated Notes[284]. - The company has $1.898 billion in letters of credit outstanding as of March 31, 2025, indicating significant financing commitments[293]. - Enstar held 15.6% of its portfolio, or $2.8 billion, in fixed maturity investments with floating interest rates as of March 31, 2025[239]. Operational Efficiency - General and administrative expenses increased by $4 million to $91 million in Q1 2025, primarily due to merger-related costs[173]. - The company continues to focus on improving claims management and monitoring performance across acquisition years to enhance operational efficiency[178]. - The Run-off segment's performance is a key focus area, with ongoing analysis of operations and results[212]. - The company continues to monitor inflationary impacts and has not seen significant effects on its net loss reserves from inflationary pressures since 2021[240]. Shareholder Returns - The company expects to return $500 million in cash to shareholders as part of the Merger consideration[259]. - The company expects to return $500 million to shareholders as part of the Merger Agreement, with a total of $338 per ordinary share received[290]. Foreign Exchange and Other Impacts - Net foreign exchange losses for Q1 2025 were $16 million, compared to gains of $9 million in the comparative quarter[173]. - Net foreign exchange losses amounted to $16 million for the three months ended March 31, 2025, primarily due to the strengthening of AUD, EUR, and GBP against USD, compared to net foreign exchange gains of $9 million in the prior year[230].

Core Viewpoint - AXIS Capital and Enstar Group have completed a loss portfolio transfer transaction covering reinsurance segment reserves primarily related to casualty portfolios from 2021 and prior underwriting years [1][2]. Group 1: Transaction Details - The loss portfolio transfer agreement encompasses reinsurance segment reserves totaling $3.1 billion as of September 30, 2024, structured as a 75% ground-up quota share [2]. - AXIS is retroceding $2.3 billion of reinsurance segment reserves to Enstar through this agreement [2]. - The transaction was facilitated by Enstar's subsidiary, Cavello Bay Reinsurance Limited, which holds 'A' ratings from S&P and AM Best for financial strength [2]. Group 2: Company Profiles - AXIS Capital operates as a global specialty underwriter and provider of insurance and reinsurance solutions, with shareholders' equity of $6.1 billion as of September 30, 2024 [4]. - AXIS Capital has a financial strength rating of "A+" from Standard & Poor's and "A" from A.M. Best [4]. - Enstar is a global insurance group listed on NASDAQ, recognized for its capital release solutions and has completed over 120 acquisitions since its inception in 2001 [5].

Core Viewpoint - Enstar Group Limited has completed its cash tender offer for its 5.750% Fixed-Rate Reset Junior Subordinated Notes due 2040, with a significant portion of the notes being tendered by the expiration date [1][2]. Group 1: Tender Offer Details - The tender offer expired on March 14, 2025, at 5:00 p.m. New York City time [2]. - A total of $232,560,000 of the $350,000,000 outstanding principal amount of the notes was validly tendered and not withdrawn [3]. - Enstar expects to accept all validly tendered notes, with settlement scheduled for March 19, 2025, and holders will receive $1,000 for each $1,000 principal amount plus accrued interest [3]. Group 2: Offer Management - The tender offer was conducted under the Offer to Purchase dated March 10, 2025, with D.F. King & Co., Inc. serving as the Information and Tender Agent [4]. - The Dealer Managers for the tender offer included Wells Fargo Securities, LLC, Barclays Capital Inc., HSBC Securities (USA) Inc., SMBC Nikko Securities America, Inc., and Truist Securities, Inc. [4]. Group 3: Company Overview - Enstar is a leading global insurance group listed on NASDAQ, specializing in innovative capital release solutions and legacy acquisitions, having acquired over 120 companies and portfolios since its inception [6].

Core Viewpoint - Enstar Group Limited has announced the pricing of $350 million in 7.500% Fixed-Rate Reset Junior Subordinated Notes due 2045, with the offering expected to close on March 18, 2025, pending customary closing conditions [1] Group 1: Financial Details - The net proceeds from the offering will be used to purchase 5.750% Fixed-Rate Reset Junior Subordinated Notes due 2040 issued by Enstar's subsidiary, Enstar Finance LLC, which Enstar guarantees on a junior subordinated basis [2] - Any remaining net proceeds will be utilized for redeeming additional 2040 Junior Subordinated Notes during future par call periods and for general corporate purposes, including acquisitions and working capital [2] Group 2: Regulatory Information - The Notes have not been registered under the Securities Act of 1933 and may only be offered to "qualified institutional buyers" under Rule 144A and certain non-U.S. persons in offshore transactions under Regulation S [3] - This press release is issued in accordance with Rule 135c under the Securities Act and does not constitute an offer to sell or a solicitation to buy any securities [4] Group 3: Company Overview - Enstar is a NASDAQ-listed global insurance group that provides innovative capital release solutions through its network of companies in various countries, including Bermuda, the United States, and the United Kingdom [5] - The company is a market leader in legacy acquisitions, having acquired over 120 companies and portfolios since its inception [5]

Core Viewpoint - Enstar Group Limited has initiated a cash tender offer for its outstanding 5.750% Fixed-Rate Reset Junior Subordinated Notes due 2040, with a total principal amount of $350 million, aiming to manage its debt obligations effectively [1][2]. Tender Offer Details - The tender offer is for all outstanding 5.750% Fixed-Rate Reset Junior Subordinated Notes due 2040, guaranteed by Enstar on a junior subordinated basis [1]. - The consideration for the notes validly tendered and accepted will be $1,000 per $1,000 principal amount, including accrued and unpaid interest from the last interest payment date to the Settlement Date [6]. - The tender offer will expire at 5:00 p.m. New York City time on March 14, 2025, unless extended or terminated [3][5]. Timetable - Launch Date: March 10, 2025 [3]. - Expiration Time: March 14, 2025, at 5:00 p.m. New York City time [3]. - Guaranteed Delivery Time: Expected to be March 18, 2025 [3]. - Settlement Date: Expected to be March 19, 2025, for all notes validly tendered and accepted [4]. Conditions and Management - The tender offer is subject to certain conditions, including the successful completion of debt capital market issuances by Enstar totaling at least $350 million [7]. - The offer is not conditioned on a minimum amount of notes being tendered, allowing flexibility in the process [8]. - Enstar has appointed several dealer managers, including Wells Fargo and Barclays, to facilitate the tender offer [9]. Company Overview - Enstar is a leading global insurance group listed on NASDAQ, specializing in innovative capital release solutions and has a strong track record in legacy acquisitions, having acquired over 120 companies and portfolios since its inception [15].

Core Viewpoint - Enstar Group Limited's subsidiary, Cavello Bay Reinsurance Limited, has received an "A" Financial Strength Rating and an "a+" Long-Term Issuer Credit Rating from AM Best, indicating strong financial stability and operational performance [1][2]. Group 1: Credit Ratings - AM Best assigned a Financial Strength Rating of "A" (Excellent) and a Long-Term Issuer Credit Rating of "a+" (Excellent) to Cavello Bay, with a stable outlook [1]. - The ratings reflect Enstar's balance sheet strength and strong operating performance, which is expected to remain stable throughout 2025 [2]. Group 2: Management Commentary - The CFO of Enstar stated that the ratings affirm the company's strong capital position and resilience of its business model, enhancing its ability to structure insurance transactions [3]. Group 3: Company Overview - Enstar is a leading global insurance group listed on NASDAQ, specializing in capital release solutions and legacy acquisitions, having acquired over 120 companies and portfolios since its inception in 2001 [4].

Core Viewpoint - Enstar Group Limited's subsidiary, Cavello Bay Reinsurance Limited, has received an "A" Financial Strength Rating and an "a+" Long-Term Issuer Credit Rating from AM Best, indicating strong financial stability and operational performance [1][2]. Group 1: Ratings and Financial Strength - AM Best assigned a Financial Strength Rating of "A" (Excellent) and a Long-Term Issuer Credit Rating of "a+" (Excellent) to Cavello Bay, with a stable outlook [1]. - The ratings reflect Enstar's balance sheet strength and strong operating performance, which is expected to remain stable throughout 2025 [2]. Group 2: Management and Business Model - The ratings affirm Enstar's established position in the global legacy market and highlight the company's strong capital position and resilient business model [3]. - The "A" rating for Cavello Bay enhances Enstar's ability to structure insurance transactions that align with the strategic objectives of its partners [3]. Group 3: Company Overview - Enstar is a leading global insurance group listed on NASDAQ, specializing in innovative capital release solutions and legacy acquisitions, having acquired over 120 companies and portfolios since its inception in 2001 [4].

Core Viewpoint - Enstar Group Limited has successfully completed a transaction involving the transfer of net loss reserves from Atrium Syndicate 609 to its Lloyd's syndicate, Syndicate 2008, which enhances Enstar's portfolio and claims handling capabilities [1][2]. Group 1: Transaction Details - Atrium Syndicate 609 ceded net loss reserves of approximately $196 million to Enstar's Syndicate 2008, based on Atrium's carried reserves as of Q3 2024 [2]. - The reinsurance pertains to business underwritten in 2023 and prior years, with all claims handling responsibilities transferring to Syndicate 2008 [2]. - The completion of the transaction was contingent upon receiving regulatory approvals and meeting various closing conditions [2]. Group 2: Company Overview - Enstar is a NASDAQ-listed global insurance group that specializes in innovative capital release solutions across multiple regions, including Bermuda, the United States, and Europe [3]. - The company is recognized as a market leader in legacy acquisitions, having acquired over 120 companies and portfolios since its establishment in 2001 [3].

Financial Performance - Enstar's return on equity (ROE) for Q4 2024 was 2.7%, a decrease from 13.7% in Q4 2023[16] - Adjusted ROE for Q4 2024 was 4.5%, down from 9.0% in the same quarter last year[16] - Basic net earnings per share for Q4 2024 were $10.02, compared to $40.14 in Q4 2023[16] - Diluted net earnings per share for Q4 2024 were $9.76, down from $39.71 in Q4 2023[16] - Annualized total investment return (TIR) for Q4 2024 was 3.8%, significantly lower than 14.8% in Q4 2023[16] - Total revenues for Q4 2024 were $211 million, a decrease from $1 million in Q4 2023[23] - Net investment income for Q4 2024 was $17 million, compared to $0 million in Q4 2023[23] - The segment income for Q4 2024 was $18 million, while the segment income for Q4 2023 was $104 million, indicating a decline of 82.69%[25] - For the year-to-date Q4 2024, total revenues were $1.09 billion, compared to $1.11 billion in the same period of 2023, showing a slight decrease of 1.80%[28] - Net income attributable to Enstar ordinary shareholders for Q4 2024 is $147 million, with adjusted net income rising to $256 million[48] - Net income for 2024 was $540 million, resulting in a Return on Equity (ROE) of 10.7%, compared to a net income of $1,082 million and an ROE of 24.2% in 2023[50] - Adjusted net income for 2024 was $1,515 million, with an adjusted ROE of 12.7%, while in 2023, adjusted net income was $1,102 million with an adjusted ROE of 18.8%[50] Assets and Capitalization - Total assets as of December 31, 2024, were $20.407 billion, a decrease from $20.913 billion in 2023[17] - Ordinary shareholders' equity increased to $5.581 billion in 2024 from $5.025 billion in 2023[17] - Total capitalization attributable to Enstar was $7.9 billion as of December 31, 2024, compared to $7.4 billion as of December 31, 2023[40] - Debt to total capitalization attributable to Enstar was 23.1% as of December 31, 2023, down from 24.9% in the previous year[40] - Total investable assets as of December 31, 2024, were $18.007 billion, a decrease from $18.243 billion in 2023[64] Investment Performance - The average price per share for repurchased shares in 2023 was $227.18, with 841,735 shares repurchased[16] - Net investment income for the year ended December 31, 2024, was $651 million, compared to $647 million in 2023, reflecting a slight increase[64] - The annualized Total Investment Return (TIR) for 2024 was 3.8%, down from 14.8% in 2023[64] - Adjusted TIR for the year ended December 31, 2024, was $1.128 billion, compared to $1.057 billion in 2023[64] - The annualized adjusted TIR for 2024 was 7.1%, compared to 5.5% in 2023[64] Expenses and Losses - Total expenses in Q4 2024 were $26 million, a significant decrease from $88 million in Q4 2023, representing a 70.45% reduction[25] - General and administrative expenses in Q4 2024 were $39 million, down from $47 million in Q4 2023, a decrease of 17.02%[25] - The company reported a goodwill impairment of $63 million in Q4 2024, which was not present in Q4 2023[28] - The company reported a net realized loss of $11 million on fixed maturities for Q4 2024, impacting overall financial performance[48] - The company incurred net current period losses and LAE, excluding paid losses, of $21 million in 2024, while in 2023, it was a loss of $30 million[56] Acquisitions and Mergers - The company entered into a definitive merger agreement with Sixth Street for $5.1 billion, approved by shareholders[9] - The adjusted ultimate losses for the acquisition year 2021 amounted to $5.320 billion, which includes $1.611 billion related to the acquisition of Enhanced Re[37] - The ultimate losses for the acquisition year 2023 were reported at $2.215 billion[34] Ratings and Outlook - Credit ratings for Enstar include a long-term issuer rating of BBB+ with a stable outlook from Standard and Poor's[41] - Enstar's subsidiary, Cavello Bay Reinsurance Limited, received an S&P Insurer Final rating with a stable outlook in March 2024[43] Shareholder Information - Fully diluted book value per ordinary share for the year ended December 31, 2024, is $368.47, compared to $336.72 for 2023, reflecting an increase of approximately 9.5%[46] - Total ordinary shareholders' equity as of December 31, 2024, is $5,581 million, an increase from $5,025 million in 2023[46] Adjustments and Non-GAAP Measures - The company reported non-GAAP adjustments including net realized losses on fixed maturities of $9 million in 2024 and $65 million in 2023[50] - Fair value changes on fixed maturities, trading, resulted in a gain of $25 million in 2024, compared to a loss of $84 million in 2023[50] - Adjusted operating income attributable to Enstar ordinary shareholders is calculated by excluding fair value changes and net realized gains/losses, providing a clearer view of operational performance[45] - The company aims to enhance comparability of core operating performance by excluding non-cash impacts and expenses related to mergers and acquisitions[45]