Enstar Shareholders Overwhelmingly Approve Sixth Street Acquisition
Enstar Group (Nasdaq: ESGR) has received shareholder approval for its proposed acquisition by Sixth Street, with Liberty Strategic Capital, J.C. Flowers & Co. , and other institutional investors participating. The transaction is expected to close in mid-2025, pending regulatory approvals and customary closing conditions. Upon completion, Enstar will become a privately-held company, delisting from public markets while continuing to operate under the Enstar name. Goldman Sachs, Ardea Partners, Barclays, and J.P. Morgan Securities are serving as financial advisors for the transaction.
Enstar Group (Nasdaq: ESGR) ha ricevuto l'approvazione degli azionisti per la sua proposta di acquisizione da parte di Sixth Street, con la partecipazione di Liberty Strategic Capital, J.C. Flowers & Co. e altri investitori istituzionali. Si prevede che la transazione si concluda a metà del 2025, in attesa delle approvazioni normative e delle condizioni consuete di chiusura. Una volta completata, Enstar diventerà un'azienda a capitale privato, uscendo dai mercati pubblici, ma continuerà a operare con il nome Enstar. Goldman Sachs, Ardea Partners, Barclays e J.P. Morgan Securities stanno fungendo da consulenti finanziari per la transazione.
Enstar Group (Nasdaq: ESGR) ha recibido la aprobación de los accionistas para su propuesta de adquisición por parte de Sixth Street, con la participación de Liberty Strategic Capital, J.C. Flowers & Co. y otros inversores institucionales. Se espera que la transacción se complete a mediados de 2025, pending aprobaciones regulatorias y condiciones de cierre habituales. Al finalizar, Enstar se convertirá en una empresa de propiedad privada, saliendo de los mercados públicos mientras continúa operando bajo el nombre de Enstar. Goldman Sachs, Ardea Partners, Barclays y J.P. Morgan Securities actúan como asesores financieros para la transacción.
엔스타 그룹 (Nasdaq: ESGR)은 리버티 스트래티지 캐피탈, J.C. 플라워스 & 코, 그리고 다른 기관 투자자들이 참여하는 여섯 번째 스트리트의 제안된 인수에 대한 주주 승인을 받았습니다. 이 거래는 규제 승인과 관례적인 마감 조건을 거쳐 2025년 중반에 완료될 것으로 예상됩니다. 완료되면, 엔스타는 비상장 회사가 되어 공개 시장에서 상장 폐지되지만, 엔스타라는 이름으로 계속 운영됩니다. 골드만 삭스, 아르데아 파트너스, 바클레이즈, 그리고 J.P. 모건 증권이 이 거래의 재무 자문 역할을 하고 있습니다.
Enstar Group (Nasdaq: ESGR) a obtenu l'approbation des actionnaires pour son projet d'acquisition par Sixth Street, avec la participation de Liberty Strategic Capital, J.C. Flowers & Co. et d'autres investisseurs institutionnels. La transaction devrait conclure à la mi-2025, sous réserve des approbations réglementaires et des conditions de clôture habituelles. Une fois finalisée, Enstar deviendra une entreprise privée, se retirant des marchés publics tout en continuant à opérer sous le nom d'Enstar. Goldman Sachs, Ardea Partners, Barclays et J.P. Morgan Securities agissent en tant que conseillers financiers pour la transaction.
Enstar Group (Nasdaq: ESGR) hat die Zustimmung der Aktionäre zu seinem vorgeschlagenen Erwerb durch Sixth Street erhalten, mit der Beteiligung von Liberty Strategic Capital, J.C. Flowers & Co. und anderen institutionellen Investoren. Es wird erwartet, dass die Transaktion Mitte 2025 abgeschlossen wird, vorbehaltlich der regulatorischen Genehmigungen und üblicher Abschlussbedingungen. Nach Abschluss wird Enstar ein privates Unternehmen werden, das von den öffentlichen Märkten ausgeschlossen wird, während es weiterhin unter dem Namen Enstar tätig bleibt. Goldman Sachs, Ardea Partners, Barclays und J.P. Morgan Securities fungieren als Finanzberater für die Transaktion.
- Strong shareholder support for the acquisition
- Continued operation under established Enstar brand
- Backing from multiple institutional investors
- Delisting from public markets, reducing shareholder liquidity
- Extended closing timeline until mid-2025
- Transaction still subject to regulatory approvals
Insights
The shareholder approval marks a significant milestone in Enstar's
The lengthy closing timeline until mid-2025 reflects the complex regulatory approvals required in the insurance sector. The involvement of top-tier financial advisors (Goldman Sachs, Barclays, J.P. Morgan) and multiple legal firms indicates the deal's complexity and significance. For current shareholders, this acquisition provides an immediate premium and exit opportunity, though they will lose exposure to future potential upside once the company goes private.
HAMILTON, Bermuda, Nov. 06, 2024 (GLOBE NEWSWIRE) -- Enstar Group Limited (“Enstar”) (Nasdaq: ESGR) today announced that it received the necessary shareholder approval for its proposed acquisition by Sixth Street, with Liberty Strategic Capital, J.C. Flowers & Co. LLC, and other institutional investors participating in the transaction. The transaction is expected to close in mid-2025, subject to regulatory approvals, and other customary closing conditions.
Enstar will report the final, certified voting results of the Special Meeting in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission.
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.
Advisors
Goldman Sachs & Co. LLC is acting as financial advisor to Enstar and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Hogan Lovells US LLP are acting as legal advisors. Ardea Partners LP, Barclays PLC and J.P. Morgan Securities LLC are acting as financial advisors to Sixth Street and Simpson Thacher & Bartlett LLP, Debevoise & Plimpton LLP and Cleary Gottlieb Steen & Hamilton LLP are acting as legal advisors.
Forward Looking Statements
This communication contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Statements that include words such as “estimate,” “project,” “plan,” “intend,” “expect,” “anticipate,” “believe,” “would,” “should,” “could,” “seek,” “may,” “will” and similar statements of a future or forward-looking nature identify forward-looking statements for purposes of the federal securities laws or otherwise. These statements include statements regarding the intent, belief or current expectations of Enstar and its management team. Investors are cautioned that any such forward-looking statements speak only as of the date they are made, are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors, including those related to the satisfaction of any post-closing regulatory requirements.
Risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, in addition to those identified above, include: (i) the completion of the proposed transaction on the anticipated terms and timing, (ii) the satisfaction of other conditions to the completion of the proposed transaction, including obtaining required regulatory approvals; (iii) the risk that Enstar’s stock price may fluctuate during the pendency of the proposed transaction and may decline if the proposed transaction is not completed; (iv) potential litigation relating to the proposed transaction that could be instituted against Enstar or its directors, managers or officers, including the effects of any outcomes related thereto; (v) the risk that disruptions from the proposed transaction (including the ability of certain customers to terminate or amend contracts upon a change of control) will harm Enstar’s business, including current plans and operations, including during the pendency of the proposed transaction; (vi) the ability of Enstar to retain and hire key personnel; (vii) the diversion of management’s time and attention from ordinary course business operations to completion of the proposed transaction and integration matters; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; (ix) legislative, regulatory and economic developments; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Enstar’s financial performance; (xi) certain restrictions during the pendency of the proposed transaction that may impact Enstar’s ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or global pandemics, as well as management’s response to any of the aforementioned factors; (xiii) the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) unexpected costs, liabilities or delays associated with the transaction; (xv) the response of competitors to the transaction; (xvi) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed transaction, including in circumstances requiring Enstar to pay a termination fee; (xvii) those risks and uncertainties set forth under the headings “Forward Looking Statements” and “Risk Factors” in Enstar’s most recent Annual Report on Form 10-K, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by Enstar with the SEC from time to time, which are available via the SEC’s website at www.sec.gov; and (xviii) those risks described in the definitive proxy statement on Schedule 14A (the “Proxy Statement”) filed with the SEC on October 11, 2024 and available from the sources indicated below.
These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the Proxy Statement filed with the SEC on October 11, 2024 in connection with the proposed transaction. There can be no assurance that the proposed transaction will be completed, or if it is completed, that it will close within the anticipated time period. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking statements relate only to events as of the date on which the statements are made. Enstar undertakes no obligation to update any written or oral forward-looking statements or publicly announce any updates or revisions to any of the forward-looking statements contained herein, or to reflect any change in its expectations with regard thereto or any change in events, conditions, circumstances or assumptions underlying such statements, except as required by law. If one or more of these or other risks or uncertainties materialise, or if our underlying assumptions prove to be incorrect, our actual results may vary materially from what we may have expressed or implied by these forward-looking statements. We caution that you should not place undue reliance on any of our forward-looking statements. You should specifically consider the factors identified in this communication that could cause actual results to differ. Furthermore, new risks and uncertainties arise from time to time, and it is impossible for us to predict those events or how they may affect Enstar.
About Enstar
Enstar is a NASDAQ-listed leading global insurance group that offers innovative capital release solutions through its network of group companies in Bermuda, the United States, the United Kingdom, Continental Europe, Australia, and other international locations. A market leader in completing legacy acquisitions, Enstar has acquired more than 120 companies and portfolios since its formation in 2001. For further information about Enstar, see www.enstargroup.com.
About Sixth Street
Sixth Street is a global investment firm with over
Contact:
For Enstar:
For Investors: Matthew Kirk (investor.relations@enstargroup.com)
For Media: Jenna Kerr (communications@enstargroup.com)
For Sixth Street:
Patrick Clifford
Pclifford@sixthstreet.com
+1 (646) 906-4339
FAQ
When will Enstar (ESGR) complete its acquisition by Sixth Street?
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What happens to Enstar's brand after the Sixth Street acquisition?
