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

Enstar Group Limited has completed its acquisition by investment vehicles managed by Sixth Street Partners LLC, resulting in shareholders receiving $338 per share in cash and the company initiating delisting from NASDAQ.

Summary

• The acquisition of Enstar Group Limited by investment vehicles managed or advised by affiliates of Sixth Street Partners LLC was completed on July 2, 2025.
• Each outstanding Ordinary Share, excluding those owned by Parent, Parent Merger Sub, the Issuer or their respective wholly-owned Subsidiaries, Reinvesting Shares, equity awards, and Dissenting Shares, was converted into the right to receive $338 in cash, without interest.
• Following the consummation of the transaction, holders of Ordinary Shares no longer directly own any shares of Enstar Group Limited, which is now the Third Surviving Company.
• Enstar Group Limited notified NASDAQ on July 2, 2025, to suspend trading of Ordinary Shares and requested the filing of Form 25 to effect the delisting and deregistration of such shares under Section 12(b) of the Exchange Act.
• The company also notified NASDAQ of its determination to voluntarily withdraw its Series D and Series E Depositary Shares from listing and registration, with an intention to file a Form 25 for these shares on or about July 14, 2025.
• Following the effectiveness of the Form 25s, Enstar Group Limited 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.
• The reporting persons, including J. Christopher Flowers, Paula Mims, Frazer Holdings LLC, and others, ceased to beneficially own more than five percent of Enstar Group Limited's Ordinary Shares on July 2, 2025.
• Frazer Holdings converted from a Georgia limited partnership into a Georgia limited liability company, leading to the dissolution of Frazer Ventures LLC, which was the previous general partner and ceased to beneficially own any Ordinary Shares.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a merger, which provides a clear exit for the reporting persons and a defined cash return for shareholders. The process of delisting and deregistration is a standard, expected outcome of such a transaction, indicating a smooth transition to private ownership. There are no negative surprises or delays mentioned.

Positives

• Reporting persons successfully exited their investment in Enstar Group Limited through the completed merger.
• Shareholders received a cash consideration of $338 per Ordinary Share, providing liquidity and a defined return on investment.

Negatives

• Enstar Group Limited's Ordinary Shares and Depositary Shares are being delisted from NASDAQ, removing public trading access.
• Enstar Group Limited will cease to be a publicly reporting company, reducing transparency for public investors.

Future Outlook

Enstar Group Limited will transition from a publicly traded entity to a privately held company under the ownership of Sixth Street Partners affiliates, leading to the delisting of its shares from NASDAQ and the termination of its SEC reporting obligations.

Industry Context

This transaction represents a continuation of the trend of private equity firms acquiring publicly traded companies, particularly in sectors like insurance or financial services, to gain full control and potentially restructure or optimize operations away from public market scrutiny. The acquisition of Enstar Group Limited by Sixth Street Partners affiliates aligns with strategies focused on long-term value creation through private ownership.

Comparison to Industry Standards

• The document does not provide specific comparisons to industry standards, comparable companies, projects, or results. It focuses solely on the details of the completed acquisition of Enstar Group Limited.

Stakeholder Impact

• Shareholders: Existing public shareholders received $338 in cash per share, losing direct ownership and public trading access.
• Employees: Not explicitly mentioned, but a change in ownership can lead to potential organizational or operational changes.
• Customers/Suppliers/Creditors: Not explicitly mentioned, but the change in ownership may impact future business relationships or credit terms.

Next Steps

• NASDAQ to file Form 25 for delisting and deregistration of Ordinary Shares.
• Issuer to file Form 25 for delisting and deregistration of Depositary Shares on or about July 14, 2025.
• Issuer to file Form 15 with the SEC after Form 25s are effective, requesting termination of registration under Section 12(g) and suspension of reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Key Dates

Recommendation

Keywords

Enstar Group Limited, Sixth Street Partners, Merger, Acquisition, Delisting, Deregistration, Schedule 13D/A, Ordinary Shares, Depositary Shares, Cash Consideration, Private Equity, Insurance, Reinsurance