Form 4: Enstar Group Completes Acquisition by Sixth Street Partners; Chief of Business Operations' Equity Converted

Enstar Group Limited has completed its previously announced acquisition by Sixth Street Partners, with all ordinary shares converted into cash at $338 per share.

Summary

• Enstar Group Limited (ESGR) completed its acquisition by Sixth Street Partners, LLC on July 2, 2025.
• The transaction was pursuant to an Agreement and Plan of Merger dated July 29, 2024, between Elk Bidco Limited, Enstar Group Limited, and other parties.
• 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.
• Laurence Plumb, Chief of Business Operations, reported the disposition of 3,326 Ordinary Shares in connection with the merger.
• 397 Restricted Share Units (RSUs) held by Mr. Plumb fully vested, were canceled, and converted into a cash payment equal to the Merger Consideration multiplied by the number of such RSUs.
• An additional 1,308 RSUs, granted on March 20, 2025, were converted into a cash award, also based on the $338 merger consideration, which will vest in three equal annual installments beginning on March 20, 2026.

Sentiment

Score: 7

Explanation: The completion of a previously announced merger at a fixed cash price provides certainty and liquidity to shareholders, which is generally a positive outcome, especially for those seeking an exit.

Positives

• Completion of the merger provides liquidity and a defined cash value of $338 per share to Enstar Group Limited shareholders.
• The conversion of Restricted Share Units (RSUs) into cash or cash awards provides a clear financial outcome for equity holders like Laurence Plumb.

Negatives

• Enstar Group Limited ceases to be an independent publicly traded entity following the acquisition.

Future Outlook

The 1,308 Restricted Share Units converted into a cash award will vest in three equal annual installments beginning on March 20, 2026.

Industry Context

This transaction represents a significant M&A event in the insurance and reinsurance sector, indicating ongoing consolidation and private equity interest in established players like Enstar Group.

Stakeholder Impact

• Shareholders: Received $338 in cash per Ordinary Share, providing a definitive return on their investment.
• Employees (specifically Laurence Plumb): Equity holdings (Ordinary Shares and RSUs) were converted into cash or cash awards, providing liquidity and a structured future payout for unvested awards.

Next Steps

• Cash payments to be made to former shareholders of Enstar Group Limited based on the $338 per share merger consideration.
• Cash awards for 1,308 Restricted Share Units (RSUs) will begin vesting in three equal annual installments starting March 20, 2026.

Key Dates

Keywords

Enstar Group, ESGR, Sixth Street Partners, Merger, Acquisition, Form 4, Insider Transaction, Share Conversion, Restricted Share Units, RSU, Cash Award, Corporate Action, Financial Services, Insurance, Reinsurance