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Enstar Group Limited (NASDAQ: ESGR) has formally completed its previously announced take-private transaction. On 2 July 2025 the insurer executed a three-step merger structure with entities backed by Sixth Street Partners, LLC, resulting in Enstar becoming a wholly-owned subsidiary of Elk Bidco Limited (the 鈥淧arent鈥�). The aggregate consideration is approximately $5.1 billion.

Cash consideration to ordinary shareholders: each Enstar ordinary share has been converted into the right to receive $338 in total cash (delivered through payments at the first and third merger steps). A portion of the $338 was first paid out of a fixed $500 million pool, with the balance settled at the third merger step, as detailed in the Merger Agreement.

Preferred shares: Series C, D and E preferred shares were automatically converted, step-for-step, into equivalent preferred shares of the surviving private entity, maintaining all existing dividend rates and other preferences.

Equity awards: 鈥� Service-based restricted shares vested immediately and were cashed out at $338 per share. 鈥� RSUs rolled into units of the new holding company, then the surviving private entity, and were fully vested and cashed out at closing. 鈥� A prorated portion of PSU awards vested based on actual performance and was paid in cash; the remainder was forfeited.

Listing status & reporting obligations: Trading in Enstar ordinary shares and the Series D and E depositary shares has been suspended. The company has instructed Nasdaq to file Form 25s on or about 14 July 2025 to delist and deregister the securities. A Form 15 will follow, terminating registration under Section 12(g) and suspending Exchange Act reporting duties.

Governance changes: The entire legacy board resigned at the third merger step. A new 13-member board, dominated by appointees of Sixth Street, has been installed. Enstar鈥檚 bye-laws have been replaced by those of the merger subsidiary (with only the name amended).

Financing for the transaction came from Enstar resources, equity from Sixth Street managed funds, and third-party equity and debt.

GS Finance Corp. is offering $1.08 million of Autocallable Contingent Coupon Equity-Linked Notes due 2028, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The notes are tied to the performance of Palantir Technologies Inc. (PLTR) Class A common shares and form part of Goldman鈥檚 Series F medium-term note program.

Key commercial terms

• Face amount: $1,000 per note (aggregate $1.08 million)
• Issue price: 100% (trade date 30-Jun-2025; settlement 03-Jul-2025)
• Quarterly contingent coupon: $69.625 (6.9625% per quarter, up to 27.85% p.a.) payable only if PLTR closes at or above 60% of the initial price ($136.32) on the relevant observation date.
• Automatic call: If PLTR closes at or above the initial price on any quarterly call observation date from Sep-2025 to Mar-2028, the notes are redeemed at par plus the due coupon.
• Downside protection: 40% buffer. If the final price on 30-Jun-2028 is 鈮�60% of the initial price, holders receive par plus any final coupon. If below 60%, repayment equals par plus (index return 脳 par), exposing investors to full downside beyond the buffer.
• Estimated value at pricing: ~$970 per $1,000, reflecting structuring fees and dealer margin; underwriting discount 2%.
• Secondary market: GS & Co. may, but is not obliged to, make a market; bid/ask reflects estimated value plus declining premium (initially $25).
• Credit: senior unsecured obligation of GS Finance Corp. with unconditional guarantee from The Goldman Sachs Group, Inc.; not FDIC insured.

Risk highlights

• Investors may receive no coupons if PLTR trades below the 60% trigger on observation dates.
• If PLTR falls >40% at maturity and the note hasn鈥檛 been called, principal loss is one-for-one with the stock鈥檚 decline.
• Limited upside: maximum redemption is par plus due coupon; investors do not participate in stock gains above par.
• Market value likely to be below issue price; liquidity limited; pricing sensitive to GS credit spreads, PLTR volatility and interest rates.
• Product complexity, dilution events, market disruption adjustments and discretionary determinations by GS & Co. add additional risks.

The prospectus supplement also details anti-dilution adjustments, default provisions, tax characterization (income-bearing prepaid derivative contract) and extensive hypothetical scenarios illustrating coupon and principal outcomes.

ONE Gas, Inc. (NYSE: OGS) filed an 8-K disclosing a Regulation FD announcement. The company will release its Q2 2025 financial results after market close on Tuesday, August 5, 2025, and will hold a live conference call on Wednesday, August 6, 2025 at 11 a.m. EDT (10 a.m. CDT). The webcast will be available on the company鈥檚 investor-relations website. A news release detailing the call logistics is furnished as Exhibit 99.1. No financial performance metrics, guidance revisions, or other material business developments were included in this filing.

GS Finance Corp. is offering $142,000 of Buffered S&P 500 Index-Linked Notes due July 6, 2028, fully and unconditionally guaranteed by The Goldman Sachs Group, Inc. The security is a three-year, unsecured senior note linked to the S&P 500庐 Index (initial level 6,204.95 set on the June 30, 2025 trade date). The notes are non-interest-bearing; investors鈥� total return will be determined solely by the index performance on the June 30, 2028 determination date.

Pay-off profile

• Upside participation: 1:1 exposure to any positive index return, capped at a Maximum Settlement Amount of $1,300 (30% total gain) per $1,000 face amount. The cap corresponds to a Cap Level of 130 % of the initial index level.
• Moderate downside benefit: If the index return is negative but the final level is at or above 85 % of the initial level, investors receive the absolute value of that negative return as a positive return (e.g., 鈭�5 % index move 鈬� +5 % note return).
• Downside risk beyond buffer: If the final level is below the Buffer Level (85 % of the initial level), principal is exposed on a 1-for-1 basis after a 15 % buffer: Cash Settlement = $1,000 脳 (1 + index return + 15 %). A 鈭�25 % index return would generate a 鈭�10 % note loss.

Key economic terms

• Issue price: 100 % of face value; estimated value at pricing: $967 (reflects model value less dealer compensation).
• Underwriting discount: 0.75 % of face; net proceeds to issuer: 99.25 %.
• Original issue date: July 3, 2025; maturity: July 6, 2028.
• Authorized denominations: $1,000 and multiples thereof; CUSIP 40058JC86.
• Issuer: GS Finance Corp.; Guarantor: The Goldman Sachs Group, Inc.; indenture: Senior Debt Indenture dated Oct 10, 2008 (as supplemented).

Liquidity & valuation

• Goldman Sachs & Co. LLC may鈥攂ut is not obligated to鈥攎ake a market. Prior to Oct 30, 2025, any bid/ask price will include a declining embedded premium (initially $33 per $1,000) above the estimated value; thereafter quotes reflect model value plus customary spreads.
• The notes will not be listed on any exchange; investors may experience limited or no secondary market liquidity and could receive significantly less than face value prior to maturity.

Risk highlights disclosed

• Credit risk: repayment depends on the solvency of both GS Finance Corp. and Goldman Sachs Group.
• Cap on upside limits participation to 30 % even if the S&P 500 rises more.
• Principal risk: losses begin if the index declines more than 15 % and could be substantial.
• No periodic income; opportunity cost relative to interest-bearing debt.
• Estimated value below issue price means an investor incurs an initial value deficit of ~3.3 % plus underwriting discount.
• Complex tax treatment: treated as a prepaid derivative contract; future IRS guidance could alter taxation.

GS Finance Corp., a subsidiary of The Goldman Sachs Group, Inc., has filed a preliminary Rule 424(b)(2) pricing supplement for two separate tranches of Leveraged Buffered Index-Linked Notes under its Medium-Term Notes, Series F program. Each tranche references a single equity index鈥攖he S&P 500庐 Index (CUSIP 40058JKF1) or the Russell 2000庐 Index (CUSIP 40058JKE4)鈥攁nd is fully and unconditionally guaranteed by The Goldman Sachs Group, Inc.

Key economic terms (to be fixed on the July 28 2025 trade date):

• Face amount: $1,000 denominations; initial issue expected July 31 2025.
• Tenor: approximately 2.5 years, maturing on or about February 2 2028.
• No coupons: the notes do not bear periodic interest.
• Upside: 200% participation in positive index performance, capped at a maximum settlement amount of at least $1,212.50 (SPX) and $1,273.50 (RTY) per $1,000 face, translating to maximum gross returns of roughly 21.25% and 27.35%, respectively.
• Downside protection: 10% buffer; investors absorb losses only if the index declines more than 10% from the initial level, after which losses are 1-for-1 beyond the buffer.
• Estimated value: $925-$955 per $1,000 face at pricing, i.e., 4.5-7.5% below issue price, reflecting embedded fees and hedging costs.
• Secondary market: Goldman Sachs & Co. LLC (GS&Co.) may act as market maker but is not obligated; liquidity and pricing will reflect GS&Co.鈥檚 bid-ask spread and declining embedded fees.

Risk highlights disclosed in 鈥淎dditional Risk Factors鈥� include credit risk of both the issuer and guarantor, capped upside, potential for substantial principal loss beyond the 10% buffer, valuation below issue price at inception, limited liquidity, conflicts of interest (GS&Co. is both underwriter and calculation agent) and uncertain tax treatment (pre-paid derivative characterization, FATCA exposure, possible future IRS guidance).

Investors should view the notes as short-dated, leveraged structured products that trade off limited downside protection against a hard cap on gains and significant embedded fees. Suitability hinges on a moderately bullish view of the chosen index within the buffer/cap parameters, tolerance for Goldman credit risk and acceptance of illiquidity and tax complexity.

The Bank of Nova Scotia (BNS) is marketing Contingent Income Auto-Callable Securities maturing 14 Jul 2028 that are linked to the common stock of NVIDIA Corp. (NVDA). Each security has a $1,000 principal amount and offers a contingent quarterly coupon of $26.10 (10.44% p.a.), payable only if NVDA鈥檚 closing price on the relevant determination date is at least the 50% downside threshold. Missed coupons may be recovered later under the 鈥渕别尘辞谤测鈥� feature.

The notes may be automatically called on any quarterly determination date before maturity if NVDA closes at or above its initial price (100% call threshold). An early redemption pays principal plus the current and any unpaid coupons; once called, no further payments are due.

At maturity, investors receive: (i) full principal plus any due coupons if NVDA is at or above the 50% threshold, or (ii) a principal repayment proportional to NVDA鈥檚 price decline (share performance factor) if the threshold is breached. A final price below 50% yields a loss of more than 50% of principal, potentially down to zero.

Key terms include:

• Pricing date: 11 Jul 2025
• Issue date: 16 Jul 2025
• Estimated value: $935.20鈥�$965.20 (93.5鈥�96.5% of par)
• Sales commission: $22.50 per note
• Listing: None (OTC only)
• CUSIP/ISIN: 06419DAL7 / US06419DAL73

Risk highlights include principal risk, possible zero coupon periods, limited upside (no participation in NVDA appreciation), liquidity constraints, valuation below issue price, and exposure to BNS credit risk. Tax treatment is uncertain. Investors should review the accompanying preliminary pricing supplement and risk factors before investing.

Bank of Montreal (BMO) is offering US$1.195 million of Senior Medium-Term Notes, Series K 鈥� Contingent Risk Absolute Return Buffer Notes due July 3, 2030, linked to the S&P 500庐 Index (SPX). The notes are unsecured, unsubordinated obligations that do not pay periodic interest and will not be listed on any exchange. They are intended for sophisticated investors who seek tailored exposure to the SPX with both capped upside and conditional downside protection.

Key economic terms

• Initial Level: 6,204.95 (SPX close on June 30 2025)
• Upside Leverage Factor: 100 % (1-to-1 participation)
• Maximum Return / Redemption: 84.70 % 鉃� cash cap of $1,847 per $1,000 note
• Buffer Level: 80 % of Initial Level (4,963.96) providing a 20 % downside buffer
• Maximum Downside Redemption: $1,200 per $1,000 note if Final Level is at Buffer Level
• Principal at risk: 1 % loss for each 1 % SPX decline beyond the 20 % buffer, with maximum loss of 80 %
• Estimated initial value: $974.44 (reflects dealer discounts, hedging costs and BMO鈥檚 internal funding rate)
• Pricing Date: June 30 2025  |  Settlement: July 3 2025  |  Maturity & payment: July 3 2030
• CUSIP: 06376EFF4  |  Agent: BMO Capital Markets Corp. (conflict of interest noted)

Payoff mechanics

• Positive SPX performance: Investors receive 1-for-1 upside up to the 84.70 % cap.
• Negative SPX performance within buffer (0 % to 鈥�20 %): Investors earn a positive 鈥渁bsolute return鈥� equal to the magnitude of decline (e.g., a 鈥�10 % SPX drop pays +10 %).
• Negative SPX beyond buffer (< 80 % of Initial Level): Investors lose principal dollar-for-dollar beyond the 20 % threshold, down to 20 % of par if SPX falls 100 %.

Risk highlights

• No principal protection; up to 80 % loss of principal possible.
• Credit risk of BMO; payments depend on issuer solvency.
• Liquidity risk: unlisted security; secondary market only through BMOCM, if any.
• Capped upside may underperform direct equity or conventional debt alternatives.
• Initial estimated value ($974.44) materially below issue price; early resale likely at a discount.
• Tax treatment uncertain; BMO intends to treat notes as prepaid derivative contracts.

Target investor profile: investors with a constructive or range-bound SPX outlook through mid-2030 who can tolerate issuer credit risk, liquidity constraints and a capped return structure in exchange for a 20 % buffer and potential absolute return on moderate declines.

Vor Biopharma Inc. (symbol VOR) has filed a Form 144 indicating the proposed sale of 40,468 common shares through Morgan Stanley Smith Barney on 01 July 2025. The shares have an aggregate market value of $69,613.05, implying an indicative price of roughly $1.72 per share. The filing notes 124,959,520 shares outstanding, so the planned sale represents approximately 0.03 % of shares outstanding, well below Rule 144鈥檚 1 % limit.

The insider鈥攊dentified in prior-period sales disclosures as Robert Ang, whose address matches the seller entries鈥攈as already sold 40,627 shares on 30 June 2025 for total gross proceeds of roughly $66,451. The combined past-three-month sales and the new notice still keep aggregate dispositions comfortably within Rule 144 volume restrictions.

No information is provided suggesting undisclosed adverse events at the issuer; the signer affirms there is no material non-public negative information. Nevertheless, investors often monitor Form 144 filings as a sentiment gauge, since continuing insider sales can create modest overhang or signal personal diversification.

Bitcoin Depot Inc. (Nasdaq: BTM) has filed a shelf registration statement on Form 424B5 allowing it to issue up to $100 million in securities, including Class A common stock, preferred stock, warrants and/or units, in one or more offerings. Specific terms, pricing and underwriters will be disclosed in future prospectus supplements.

Capital structure & potential dilution: The company currently has 22,555,710 Class A shares outstanding, 41,193,024 Class M shares (10 votes per share) controlled by the CEO, and 43,848,750 warrants exercisable at $11.50 until June 30 2033. Any issuance under the shelf could materially increase the public float and dilute existing holders, though proceeds will fund 鈥済eneral corporate purposes.鈥�

Business snapshot: Bitcoin Depot operates the largest Bitcoin ATM (BTM) network in North America with 8,483 kiosks and BDCheckout access in 10,926 retail locations as of March 31 2025. Q1 2025 revenue was $164.2 million, up from $138.5 million in Q1 2024, yet the company notes a 9.7 % revenue decline on a trailing-twelve-month basis despite a 15.7 % rise in Bitcoin prices, underscoring limited correlation between revenue and crypto price movements.

Key relationships & competitive position: The firm is the exclusive BTM provider for approximately 900 U.S. and Canadian Circle K stores and also licenses its BitAccess processing software to third-party operators, generating recurring software revenue.

Risk highlights (summarised from filing):

• High dilution risk from additional equity or equity-linked issuances.
• Complex, multi-class share structure with super-voting Class M and Class V shares.
• Regulatory, competitive and litigation uncertainties outlined under 鈥淩isk Factors.鈥�