Enstar Group has entered into amended and updated agreements in connection with its merger with the private equity entity, modifying certain financial terms associated with the $5.1 billion acquisition price.

According to a filing with the U.S. Securities and Exchange Commission, the amendments reset the calculation of the minimum consolidated net worth for the Bermuda-based insurance company.

The updated agreements will now test compliance with financial covenants on the last day of each fiscal quarter, according to a filing by A.M. Best. The minimum consolidated net worth covenant, previously set at $4.3 billion, will now be replaced with an amount equal to $3 billion, whichever is greater, according to the filing.

The amendments include a credit agreement between Enstar, as borrower and guarantor, and National Australia Bank Limited (NAB), which acts as administrative agent and lender. The changes also include an amended and restated credit facility agreement, with Enstar as guarantor and its wholly owned subsidiary, Cavello Bay Reinsurance Ltd, as borrower.

The letter of credit agreement involves NAB, as administrative agent, along with several issuing banks and other lenders.

These changes were made in conjunction with Enstar’s merger agreement entered into in late July with Elk Bidco Ltd. and other parties. The agreement sets out a series of mergers in which Enstar will remain a wholly owned subsidiary of the parent company.

Enstar’s filing indicates that amendments to the underlying debt agreements will go into effect prior to the deal closing, including revisions to the definition of “change of control” and updates to certain covenants to accommodate the post-transaction ownership structure.

Enstar’s “shopping” period, which allowed the company to solicit competing takeover offers, ended on Sept. 2. During that 35-day period, Enstar reached out to 34 potential interested third parties, but none of them submitted a competing offer to Sixth Street’s $5.1 billion bid, according to the company.

With help from Goldman Sachs & Co., Enstar looked at alternatives before agreeing to the takeover offer, which includes participation from Liberty Strategic Capital, J.C. Flowers & Co. LLC and other institutional investors. The acquisition agreement was first announced in late July.

Once the transaction is completed, Enstar is expected to continue its operations and strategy as a privately held company. The transaction is expected to close by mid-2025.

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