This extraction is sourced from Enstar's 8-K exhibit (Exhibit 99.3) filed with the SEC on July 29, 2024, carrying the press release announcing the signed merger agreement, issued alongside Enstar's separate second-quarter earnings release the same day. The deal remained subject to shareholder and regulatory approval at the time of this filing, with a 35-day go-shop period running through September 2, 2024 permitting Enstar's board to solicit superior proposals.
Barclays PLC acted as one of three financial advisors to Sixth Street, the acquirer, alongside Ardea Partners LP and J.P. Morgan Securities LLC; none of the three was designated lead or exclusive advisor in the release. Goldman Sachs & Co. LLC acted as financial advisor to Enstar, the target.
On the legal side, Paul, Weiss, Rifkind, Wharton & Garrison LLP and Hogan Lovells US LLP served as legal advisors to Enstar, while Simpson Thacher & Bartlett LLP, Debevoise & Plimpton LLP and Cleary Gottlieb Steen & Hamilton LLP served as legal advisors to Sixth Street.
The transaction was fully financed with equity provided by Sixth Street and its co-investors, with Enstar separately agreeing to return approximately $500 million from its own balance sheet to shareholders as part of the total $338.00 per share consideration. The $338.00 price represented a premium of approximately 8.5% to Enstar's 90-day volume-weighted average price and 6.9% to its 60-day VWAP as of the last trading day before announcement. Enstar's board unanimously approved and recommended the deal, and the company was expected to continue operating under the Enstar name post-closing, targeting a mid-2025 close.
The press release does not disclose the specific advisory fees paid to Barclays, Ardea Partners, J.P. Morgan, or Goldman Sachs, nor does it specify the individual equity contributions of Sixth Street versus its co-investors (Liberty Strategic Capital, J.C. Flowers & Co., and other institutional investors) within the $5.1 billion transaction.