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ENSTAR GROUP LIMITED
Offer to Purchase for Cash
Any and All of the
5.750% Junior Subordinated Notes due 2040
of Enstar Finance LLC
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Aggregate Principal Amount Outstanding
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5.750% Junior Subordinated Notes due 2040
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29360A AA8 / US29360AAA88
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$350,000,000
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$1,000
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(1) Price per $1,000 principal amount of Notes validly tendered and accepted. Excludes accrued and unpaid interest up to,
but not including, the Settlement Date (as defined herein), which will be paid in addition to the Consideration.
The Tender Offer will expire at 5:00 p.m., New York City Time, on March 14, 2025 unless extended (such time and date, as the same may be extended,
the “Expiration Time”) or earlier terminated. Holders of Notes must validly tender and not validly withdraw their Notes at or prior to the
Expiration Time to be eligible to receive the Consideration (as defined below). Notes tendered pursuant to the Tender Offer may be withdrawn on or
before, but not after (except as otherwise provided herein), the Expiration Time.
To view/download copies of the Tender Offer documents please
click on the links below:
Offer to Purchase
Notice of Guaranteed Delivery
Press Release
In order to tender Notes, a Holder should tender pursuant to DTC’s Automated Tender Offer Program. Any questions or requests for assistance or additional copies
of this Offer to Purchase or the Notice of Guaranteed Delivery may be directed to the Information and Tender Agent at the address or telephone
numbers set forth below. You also may contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the
Tender Offer.
The Information and Tender Agent for the Tender Offer is:
D.F. KING & CO., INC.
D.F. King & Co., Inc.
48 Wall Street
New York, NY
Banks and Brokers: (212) 269-5550
Toll free (U.S. only): (800) 755-7250
Email: enstar@dfking.com
Attention: Michael Horthman
Confirmation by Telephone: (212) 232-3233
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If you need assistance with respect to the procedures for participating in the Tender Offer, you should contact the Information and Tender Agent at
the address and telephone numbers set forth above.
Any questions regarding the terms of the Tender Offer should be directed to the Dealer Managers at their respective addresses and telephone numbers set forth below:
The Dealer Managers for the Tender Offer are:
Wells Fargo Securities, LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Collect: (704) 410-4820
Toll-Free: (866) 309-6316
Attention: Liability Management Group
Email: liabilitymanagement@wellsfargo.com
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Barclays Capital Inc.
745 Seventh Avenue, 5th Floor
New York, New York 10019
Attn: Liability Management Group
Toll-Free: (800) 438-3242
Collect: (212) 528-7581
Email: us.lm@barclays.com
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HSBC Securities (USA) Inc.
66 Hudson Boulevard East
New York, NY 10001
Collect: (212) 525-5552
Toll-Free: (888) HSBC-4LM
Attention: Global Liability Management Group
Email: lmamericas@us.hsbc.com
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SMBC Nikko Securities America, Inc.
277 Park Avenue, 5th Floor
New York, NY 10172
Attention: Debt Capital Markets
Toll Free: (888) 284-9760
Phone (Collect): (212) 224-5163
Attention: Debt Capital Markets – Liability Management
Email: liabilitymanagement@smbcnikko-si.com
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Truist Securities, Inc.
3333 Peachtree Road, N.E. Atlanta Financial Center South Tower,
11 Atlanta, GA 30326
Collect: (404) 926-5262
Toll-Free: (833) 594-7730
Attention: Liability Management Group
Email: LiabilityManagement@truist.com
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