SCHEDULE: Enstar Group Limited Completes Acquisition by Sixth Street Partners, Shares Delisted from NASDAQ

Enstar Group Limited has completed its acquisition by investment vehicles managed by Sixth Street Partners, resulting in the delisting of its Ordinary Shares and Depositary Shares from NASDAQ.

Summary

• The previously announced acquisition of Enstar Group Limited by investment vehicles managed or advised by affiliates of Sixth Street Partners, LLC was completed on July 2, 2025.
• As a result of the transaction, each Ordinary Share issued and outstanding (with certain exceptions) was converted into the right to receive a total of $338 in cash, without interest.
• New Rollover Investors, David Ni, Nazar Alobaidat, and Audrey Taranto, entered into Rollover and Support Agreements to contribute Ordinary Shares in exchange for indirect non-voting equity interests, collectively owning less than 1% of Parent.
• Following the consummation of the transaction, holders of Ordinary Shares no longer directly own any shares of the Company.
• The Issuer notified NASDAQ of the merger completion and requested the suspension of trading and filing of Form 25 for delisting and deregistration of Ordinary Shares.
• 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 a Form 15 to terminate registration and suspend reporting obligations for both Ordinary Shares and Depositary Shares under the Securities Exchange Act of 1934.
• The Reporting Persons (ELK EVERGREEN INVESTMENTS, LLC, ELK CYPRESS INVESTMENTS, LLC, TSSP SUB-FUND HOLDCO, LLC, and ALAN WAXMAN) no longer beneficially own any Ordinary Shares as of the closing date.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a major corporate transaction (a merger and delisting) at a specified cash price per share, which provides a clear and final outcome for shareholders. The process of delisting and deregistration is proceeding as planned, indicating a smooth transition to private ownership.

Positives

• Public shareholders (excluding specific categories) received a definitive cash payout of $338 per Ordinary Share, providing liquidity and a clear exit.
• The successful completion of the merger resolves uncertainty regarding the company's future ownership and public status.

Negatives

• Enstar Group Limited's Ordinary Shares and Depositary Shares will be delisted from NASDAQ, removing public trading access for investors.
• The company will cease to be a publicly reporting entity, which will reduce transparency and access to financial information for former public shareholders.

Future Outlook

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

Management Comments

• The Issuer notified representatives of the NASDAQ Stock Market LLC that the Mergers had been completed and requested that NASDAQ suspend trading of the Ordinary Shares.
• The Issuer requested that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Act on Form 25 to effect the delisting of the Ordinary Shares and the deregistration of such shares under Section 12(b) of the Act.
• On July 2, 2025, the Issuer also notified representatives of NASDAQ of its determination to voluntarily withdraw its depositary shares... from listing on NASDAQ and registration pursuant to Section 12(b) of the Act, and its intention to file a Form 25 Notification of Delisting with the SEC... on or about July 14, 2025.
• Following the effectiveness of the Form 25s, the Issuer intends to file with the SEC a certification on Form 15 requesting the termination of registration of Ordinary Shares and the Depositary Shares under Section 12(g) of the Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Act.

Industry Context

The completion of this acquisition by a private equity firm like Sixth Street Partners aligns with a broader industry trend of public companies being taken private. This strategy is often employed to allow for long-term strategic adjustments, operational optimizations, or value realization away from the pressures and scrutiny of public market reporting, particularly in mature sectors such as insurance and reinsurance.

Comparison to Industry Standards

• The document does not provide specific financial metrics or deal multiples (e.g., EV/EBITDA, P/E) that would allow for a direct comparison of the acquisition valuation to industry-standard benchmarks.
• The $338 per share cash consideration represents the specific outcome for Enstar shareholders in this particular transaction.
• Without details on Enstar's historical financial performance or the specific valuation methodology used, a detailed comparison to other insurance/reinsurance sector buyouts (e.g., private equity acquisitions of other Bermuda-based re/insurers) is not possible based solely on the information provided in this filing.

Corporate Governance

Related Party Transactions

• David Ni, Nazar Alobaidat, and Audrey Taranto (New Rollover Investors) entered into Rollover and Support Agreements to contribute their Ordinary Shares to TopCo in exchange for indirect non-voting equity interests, effectively rolling over their investment into the new private entity.

Stakeholder Impact

• **Shareholders**: Public shareholders (excluding specific categories) received a cash payout of $338 per share, losing their direct ownership and the ability to trade shares on NASDAQ.
• **Employees**: While not explicitly detailed, a transition to private ownership can lead to changes in corporate structure, management, and potentially employee roles or compensation, depending on the new owners' strategic plans.
• **Customers/Suppliers/Creditors**: No direct impact on these stakeholders is mentioned in this filing, as the core business operations are expected to continue under new ownership.

Next Steps

• NASDAQ to suspend trading of Enstar Group Limited's Ordinary Shares.
• NASDAQ to file Form 25 with the SEC to effect the delisting and deregistration of Ordinary Shares.
• The Issuer to file a Form 25 Notification of Delisting with the SEC for its Depositary Shares on or about July 14, 2025.
• Following the effectiveness of the Form 25s, the Issuer intends to file a Form 15 with the SEC to terminate registration and suspend reporting obligations for both Ordinary Shares and Depositary Shares.

Key Dates

Recommendation

Keywords

Enstar Group Limited, Sixth Street Partners, Merger, Acquisition, Delisting, Deregistration, Private Equity, Insurance, Reinsurance, Bermuda, Schedule 13D, SEC Filing