Form 4: Enstar Group Completes Acquisition by Sixth Street, General Counsel's Shares Converted

Enstar Group Limited has finalized its acquisition by Sixth Street Partners, LLC, resulting in the conversion of all ordinary shares, including those held by General Counsel Audrey Bowen Taranto, into cash at $338 per share.

Summary

• Enstar Group Limited (ESGR) consummated its previously announced merger with Sixth Street Partners, LLC on July 2, 2025.
• Pursuant to the Agreement and Plan of Merger dated July 29, 2024, Sixth Street indirectly acquired Enstar Group Limited.
• Each Ordinary Share of Enstar Group Limited was canceled and converted into the right to receive $338 in cash, without interest and less any applicable withholding taxes.
• General Counsel Audrey Bowen Taranto disposed of 10,415 Ordinary Shares in connection with the merger, receiving $338 per share.
• Additionally, 648 of Ms. Taranto's Restricted Share Units (RSUs) fully vested, were canceled, and converted into a cash payment based on the $338 merger consideration.
• Another 2,002 RSUs, granted on March 20, 2025, were converted into a cash award, which will vest in three equal annual installments beginning on March 20, 2026.
• Ms. Taranto also transferred 750 Ordinary Shares to Elk Topco LLC (or an affiliate) in exchange for participating non-voting interests of Topco, as per the Merger Agreement and a Rollover and Support Agreement dated July 2, 2025.

Sentiment

Score: 7

Explanation: The sentiment is positive as a major corporate transaction (merger) has been successfully completed as previously announced, providing a clear cash outcome for shareholders and a structured vesting plan for executive compensation. There are no apparent negative surprises or delays.

Positives

• The completion of the merger provides certainty for shareholders, who receive a cash payout of $338 per share.
• The conversion of vested and unvested RSUs into cash or cash awards provides liquidity and future value for the reporting person.

Negatives

• Enstar Group Limited will no longer be a publicly traded entity, removing it from public market investment opportunities.

Future Outlook

The 2,002 Restricted Share Units (RSUs) held by the Reporting Person, which were granted on March 20, 2025, have been converted into a cash award that will vest in three equal annual installments, with the first installment beginning on March 20, 2026.

Industry Context

The acquisition of Enstar Group Limited by Sixth Street Partners, LLC reflects a broader trend of private equity firms acquiring publicly traded companies, particularly in sectors like insurance and financial services, to gain control, optimize operations, and potentially realize long-term value outside the public market's scrutiny.

Comparison to Industry Standards

• NA This document details a specific transaction (merger consummation and executive share disposition) rather than operational or financial performance that would typically be benchmarked against industry standards. The $338 per share merger consideration is specific to this deal and its negotiated terms, not a general industry metric.

Related Party Transactions

• 750 Ordinary Shares were transferred by the Reporting Person to Elk Topco LLC (or an affiliate thereof) in exchange for participating non-voting interests of Topco, pursuant to the Merger Agreement and a Rollover and Support Agreement dated July 2, 2025. This represents a transaction with an entity related to the acquirer in the merger.

Stakeholder Impact

• Shareholders: All public shareholders of Enstar Group Limited received $338 in cash per share, effectively taking the company private.
• Employees (specifically the Reporting Person): The General Counsel's vested RSUs were converted to cash, and unvested RSUs were converted to a future cash award, providing a structured payout related to the merger.

Next Steps

• The cash award for 2,002 RSUs will begin vesting in three equal annual installments starting March 20, 2026.

Key Dates

Keywords

Enstar Group, Sixth Street Partners, Merger, Acquisition, SEC Form 4, Beneficial Ownership, Restricted Share Units, Corporate Transaction, ESGR, General Counsel