Form 4: Enstar Group Director Reports Share Unit Conversion Following Sixth Street Merger Completion

James D. Carey, a Director of Enstar Group LTD, reported the conversion of his Share Units into cash payments as a result of the previously announced merger with Sixth Street Partners, LLC.

Summary

• Enstar Group Limited consummated its previously announced merger with Sixth Street Partners, LLC on July 2, 2025.
• The merger was executed pursuant to an Agreement and Plan of Merger dated July 29, 2024, involving Elk Bidco Limited, Enstar Group Limited, and other parties.
• In connection with the merger, each Share Unit held by reporting person James D. Carey was canceled and converted into the right to receive a cash payment equal to the Merger Consideration.
• James D. Carey, a Director of Enstar Group LTD, reported the transaction.
• The 10,113.124 Share Units were held by Mr. Carey for the benefit of Stone Point Capital LLC, where he serves as Co-Chief Executive Officer.
• Mr. Carey disclaims beneficial ownership of these Share Units, except to the extent of his pecuniary interest therein, if any, noting that Stone Point may be deemed an indirect beneficial owner.

Sentiment

Score: 7

Explanation: The sentiment is positive as it confirms the successful completion of a major corporate transaction (merger) that was previously announced, leading to the conversion of share units into cash, which is a definitive outcome for the reporting person's holdings.

Positives

• The consummation of the merger provides liquidity to Share Unit holders through a cash payment.
• The transaction finalizes a previously announced strategic event for Enstar Group Limited.

Future Outlook

The document reports the consummation of a previously announced merger, indicating the completion of a significant strategic event rather than providing forward-looking guidance.

Industry Context

This Form 4 filing reflects the finalization of a corporate acquisition within the financial services or insurance sector, where Enstar Group operates. Such mergers are common strategic moves for consolidation or expansion.

Related Party Transactions

• James D. Carey, a Director of Enstar Group LTD and Co-Chief Executive Officer of Stone Point Capital LLC, held Share Units for the benefit of Stone Point Capital LLC. Mr. Carey disclaims beneficial ownership except for his pecuniary interest, and Stone Point Capital LLC may be deemed an indirect beneficial owner.

Stakeholder Impact

• Shareholders who held Share Units received a cash payment as a result of the merger, providing liquidity for their holdings.

Key Dates

Keywords

Enstar Group, ESGR, Sixth Street Partners, Merger, Acquisition, Form 4, SEC filing, Beneficial ownership, Share Units, Stone Point Capital