Group 1 - Enstar Group Limited has entered into a definitive stock purchase agreement to acquire 100% of Accident Fund Holdings, Inc. from Blue Cross Blue Shield of Michigan [1] - AF Group has been providing insurance solutions for over a century and has a consolidated gross written premium of $3.3 billion in 2025 [2] - The acquisition will combine AF Group and Enstar's capabilities in property and casualty insurance, enhancing Enstar's global re/insurance solutions [3] Group 2 - After the acquisition, AF Group will operate as a wholly owned subsidiary of Enstar, maintaining its existing leadership team [4]

Financial Performance Highlights - The company achieved an all-time high quarterly operating EPS of $3.17[47] - The annualized operating return on average common equity (ROACE) reached 19.2%[13, 35, 48] - The diluted book value per share hit a record of $66.48, marking a 16.4% increase over the past 12 months[48] - The company executed $440 million in share repurchases during the first quarter of 2025[19, 44, 47] Underwriting Performance - The current accident year combined ratio, excluding catastrophes and weather, improved to 87.9%, a 1.7 percentage point improvement year-over-year[48] - The insurance segment's gross premiums written (GPW) reached $1.7 billion, a 5% increase year-over-year, representing the highest first-quarter volume for the segment[33, 47] - Reinsurance segment GPW increased by 5% year-over-year to $1.1 billion, driven by new business in Professional Lines and Credit & Surety lines[33] Strategic Focus and Portfolio - The company's total capital stands at $7.2 billion, with a debt-to-total capital ratio of 18.2%[13] - The company's gross premiums written (GPW) is $9.1 billion[13, 22] - The company aims for a G&A ratio of less than 11% by 2026 through the "How We Work" program[38]

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 - A total of $232,560,000 of the $350,000,000 outstanding principal amount of the notes was validly tendered and not withdrawn [3].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].