SCHEDULE: Enstar Group Limited Completes Merger, Shareholders Receive $338 Per Share, Company Initiates Delisting

Enstar Group Limited has completed its merger, resulting in shareholders receiving $338 per share in cash, and the company is initiating the process to delist its Ordinary Shares from NASDAQ and deregister with the SEC.

Summary

• Enstar Group Limited completed a series of mergers on July 2, 2025, as per the Agreement and Plan of Merger dated July 29, 2024.
• The company is now a wholly owned subsidiary of Elk Bidco Limited, which is backed by equity commitments from investment vehicles managed or advised by affiliates of Sixth Street Partners, LLC.
• Each outstanding Ordinary Share (with specific exceptions) was converted into the right to receive $338 in cash, without interest.
• The Reporting Persons (including various Trident and Stone Point entities) no longer beneficially own any Ordinary Shares, having ceased to own more than 5% on July 2, 2025.
• The Issuer has requested NASDAQ to suspend trading and file Form 25 for delisting and deregistration under Section 12(b) of the Act.
• The Issuer intends to file Form 15 to terminate registration under Section 12(g) and suspend reporting obligations under Sections 13 and 15(d) of the Act.

Sentiment

Score: 7

Explanation: The completion of a merger at a specified cash price per share is a definitive event, providing certainty for shareholders. The associated capital raise also indicates financial backing for the new entity. While delisting removes public access, for the reporting persons and the company, it signifies a successful strategic transaction.

Positives

• Shareholders received a cash payment of $338 per Ordinary Share, providing a clear exit at a defined value.
• The merger successfully completed, indicating a successful strategic transaction for the company and its acquirers.

Negatives

• Ordinary Shares will be delisted from NASDAQ and deregistered with the SEC, removing public trading access for investors.
• Existing public shareholders no longer directly own shares in Enstar Group Limited.

Future Outlook

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

Industry Context

This transaction represents a significant private equity-backed acquisition in the insurance/reinsurance sector, indicating continued consolidation and private capital interest in established financial services companies. The delisting signifies a shift from public to private ownership for Enstar Group Limited.

Related Party Transactions

• Affiliates and managed funds of Stone Point Credit Adviser LLC, an affiliate of Stone Point (one of the Reporting Persons), together with certain third-party co-investors, purchased preferred equity interests in a parent entity of Parent with an aggregate liquidation preference of $175,000,000.

Stakeholder Impact

• Shareholders: Public shareholders received $338 per share in cash and no longer hold direct ownership in the company.
• Company (Enstar Group Limited): Now a wholly-owned subsidiary of Elk Bidco Limited, transitioning from a public to a private entity, leading to delisting and deregistration.
• New Owners (Elk Bidco Limited/Sixth Street Partners): Successfully acquired Enstar Group Limited, expanding their portfolio in the insurance sector.
• Stone Point Affiliates: Participated in the financing of the merger by purchasing preferred equity interests, indicating continued involvement and investment in the new structure.

Next Steps

• NASDAQ to suspend trading of Ordinary Shares.
• NASDAQ to file Form 25 with the SEC for delisting and deregistration under Section 12(b) of the Act.
• Issuer intends to file Form 15 with the SEC to terminate registration under Section 12(g) of the Act and suspend reporting obligations under Sections 13 and 15(d) of the Act.

Key Dates

Recommendation

Keywords

Enstar Group Limited, Merger, Delisting, Deregistration, SEC Filing, Schedule 13D/A, Ordinary Shares, Cash Payout, Sixth Street Partners, Stone Point, Private Equity, Insurance, Reinsurance