SCHEDULE: Enstar Group Completes Acquisition by Sixth Street Partners, Initiates Delisting Process

Enstar Group LTD has completed its acquisition by investment vehicles managed or advised by affiliates of Sixth Street Partners LLC, leading to the delisting of its Ordinary Shares and Depositary Shares from NASDAQ.

Summary

• The acquisition of Enstar Group LTD by investment vehicles managed or advised by affiliates of Sixth Street Partners LLC was completed on July 2, 2025.
• Each Ordinary Share issued and outstanding immediately prior to the First Effective Time was converted into the right to receive a total of $338 in cash, without interest.
• Following the transaction, holders of Ordinary Shares no longer directly own any shares of the Issuer.
• The Issuer notified NASDAQ to suspend trading of Ordinary Shares and requested the filing of Form 25 for delisting and deregistration under Section 12(b) of the Exchange Act.
• The Issuer also notified NASDAQ of its intention to voluntarily withdraw its Series D and Series E Depositary Shares from listing and registration, with a Form 25 filing expected on or about July 14, 2025.
• The Issuer intends to file Form 15 with the SEC to terminate registration of Ordinary Shares and Depositary Shares under Section 12(g) and suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act.
• Dominic F. Silvester, the Reporting Person, ceased to be the beneficial owner of more than five percent of the Issuer's Ordinary Shares on July 2, 2025.

Sentiment

Score: 7

Explanation: The document confirms the successful completion of a previously announced merger, providing a definitive cash payout to shareholders and transitioning the company to private ownership. This resolves uncertainty for shareholders and finalizes the transaction.

Positives

• The merger was successfully completed, providing liquidity to shareholders.
• Shareholders received a definitive cash payout of $338 per Ordinary Share.

Negatives

• Ordinary Shares and Depositary Shares will be delisted from NASDAQ, removing public trading access.
• Deregistration will suspend the Issuer's reporting obligations, reducing public transparency for the company.

Risks

• Public shareholders will lose liquidity and direct ownership as Ordinary Shares and Depositary Shares are delisted and deregistered from NASDAQ.
• The suspension of reporting obligations under the Exchange Act will reduce the availability of public financial and operational information about the company.

Future Outlook

The Issuer intends to file Form 15 with the SEC to terminate registration of Ordinary Shares and Depositary Shares under Section 12(g) of the Exchange Act and suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act. Deregistration will become effective 90 days after the filing of the applicable Form 25, or a shorter period as determined by the SEC. Reporting obligations will be suspended immediately upon the filing of Form 15.

Industry Context

The acquisition of Enstar Group LTD by private equity investment vehicles managed or advised by affiliates of Sixth Street Partners LLC aligns with a broader industry trend where private capital is deployed to take publicly traded companies private. This strategy often aims to achieve specific strategic objectives, restructure operations, or enhance value away from the pressures and reporting requirements of public markets.

Stakeholder Impact

• Shareholders: Received $338 per Ordinary Share in cash, losing direct ownership and public trading access for their shares.
• Company (Enstar Group LTD): Transitioned from a publicly traded entity to private ownership under Sixth Street Partners LLC affiliates, leading to delisting and suspension of public reporting obligations.

Next Steps

• NASDAQ to suspend trading of Enstar Group LTD Ordinary Shares.
• NASDAQ to file Form 25 to effect the delisting and deregistration of Ordinary Shares.
• Issuer to file Form 25 on or about July 14, 2025, for the delisting and deregistration of Depositary Shares.
• Issuer intends to file Form 15 with the SEC to terminate registration of Ordinary Shares and Depositary Shares under Section 12(g) of the Exchange Act.
• Issuer intends to suspend reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Key Dates

Recommendation

Keywords

Enstar Group, Sixth Street Partners, Merger, Acquisition, Delisting, Deregistration, Schedule 13D, Private Equity, Ordinary Shares, Depositary Shares