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    Enstar Group Limited filed SEC Form 8-K: Other Events, Financial Statements and Exhibits

    3/10/25 9:17:38 AM ET
    $ESGR
    Property-Casualty Insurers
    Finance
    Get the next $ESGR alert in real time by email
    false 0001363829 00-0000000 0001363829 2025-03-10 2025-03-10 0001363829 us-gaap:CommonStockMember 2025-03-10 2025-03-10 0001363829 us-gaap:SeriesDPreferredStockMember 2025-03-10 2025-03-10 0001363829 us-gaap:SeriesEPreferredStockMember 2025-03-10 2025-03-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)
    of the Securities Exchange Act of 1934

    Date of report (Date of earliest event reported): March 10, 2025

     

     

    Enstar Group Limited

    (Exact name of registrant as specified in its charter)

     

     

    Bermuda   001-33289   N/A
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

     

    A.S. Cooper Building, 4th Floor, 26 Reid Street Hamilton, Bermuda   HM 11
    (Address of principal executive offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (441) 292-3645

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of Each Class Trading Symbol(s) Name of Each Exchange on Which Registered
         
    Ordinary shares, par value $1.00 per share ESGR The NASDAQ Stock Market LLC
         
    Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Share, Series D, Par Value $1.00 Per Share ESGRP The NASDAQ Stock Market LLC
         
    Depositary Shares, Each Representing a 1/1,000th Interest in a 7.00% Perpetual Non-Cumulative Preferred Share, Series E, Par Value $1.00 Per Share ESGRO The NASDAQ Stock Market LLC

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging Growth Company ¨

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

     

     

     

     

     

     

    Item 8.01. Other Events

     

    On March 10, 2025, Enstar Group Limited (the “Company”) issued a press release announcing the commencement of a tender offer to purchase for cash any and all of the outstanding 5.750% Fixed-Rate Reset Junior Subordinated Notes due 2040 of Enstar Finance LLC, the Company’s wholly owned subsidiary (the “Tender Offer”). The Tender Offer is being conducted on the terms and conditions set forth in the offer to purchase dated March 10, 2025. The Tender Offer will expire at 5:00 p.m., New York City time, on Friday, March 14, 2025, unless extended or earlier terminated by the Company.

     

    A copy of the press release announcing the Tender Offer is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

     

    Item 9.01. Financial Statements and Exhibits

     

    Exhibits

     

    Exhibit
    No.
      Description
         
    99.1   Press Release dated March 10, 2025 announcing the Tender Offer.
         
    104   Cover page Interactive Data File (embedded within the Inline XBRL document).

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

     

      ENSTAR GROUP LIMITED
         
    March 10, 2025 By: /s/ Audrey B. Taranto
        Audrey B. Taranto
        General Counsel and Corporate Secretary

     

     

     

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