Form 4: Stone Point Capital Divests Enstar Group Shares Following Merger Completion

Stone Point Capital and its affiliates have reported the disposition of all their ordinary shares in Enstar Group LTD following the completion of a merger where Enstar became a wholly-owned subsidiary of Elk Bidco Limited.

Summary

• Stone Point Capital LLC and its affiliated entities (Stone Point GP Ltd., Trident V Parallel Fund, L.P., and TRIDENT V, L.P.) reported changes in their beneficial ownership of Enstar Group LTD (ESGR) ordinary shares.
• On July 2, 2025, Enstar Group LTD completed a series of mergers as per the Agreement and Plan of Merger dated July 29, 2024.
• The merger involved Enstar Group LTD, Deer Ltd., Deer Merger Sub Ltd., Elk Bidco Limited (Parent), and Elk Merger Sub Limited.
• Elk Bidco Limited and its Merger Sub were supported by equity commitments from investment vehicles managed or advised by affiliates of Sixth Street Partners, LLC.
• Following the mergers, Enstar Group LTD survived as a wholly-owned subsidiary of Elk Bidco Limited.
• As a result of these transactions, the reporting persons (Stone Point Capital and its affiliates) no longer beneficially own any ordinary shares of Enstar Group LTD.
• The reported transaction involved the disposition of 1,451,196 ordinary shares at a price of $338 per share.

Sentiment

Score: 7

Explanation: The document reports the successful completion of a significant corporate transaction (merger) and the orderly divestment of shares by a major investor at a specified price. This indicates a clear resolution for the reporting parties and the target company.

Positives

• The completion of the merger provides a clear exit for Stone Point Capital and its affiliates from their investment in Enstar Group LTD.
• The transaction occurred at a price of $338 per share, indicating a specific valuation for the shares disposed of.

Negatives

• The reporting persons no longer hold any beneficial ownership in Enstar Group LTD, indicating a complete divestment of their stake.

Future Outlook

This Form 4 reports a past transaction and does not provide forward-looking statements or guidance for Enstar Group LTD or the reporting persons.

Industry Context

This transaction represents a significant consolidation event in the insurance or reinsurance sector, where Enstar Group LTD operates. The involvement of private equity firms like Stone Point Capital and Sixth Street Partners highlights the ongoing trend of private capital acquiring publicly traded entities for strategic reasons or value creation.

Comparison to Industry Standards

• This is a specific transaction report, not a financial performance report. Comparisons to industry standards for financial metrics are not applicable.
• The transaction price of $338 per share would typically be evaluated against Enstar's historical trading prices, analyst price targets, and valuations of comparable companies in the insurance/reinsurance run-off or specialty insurance sector at the time of the merger agreement (July 29, 2024). Specific comparable companies might include other run-off specialists or specialty insurers, but none are mentioned in the document.

Related Party Transactions

• The transaction involves the disposition of shares by Stone Point Capital LLC and its affiliates, who were previously 10% owners and directors of Enstar Group LTD, making this a transaction by a related party.

Stakeholder Impact

• Shareholders of Enstar Group LTD (prior to the merger) would have received consideration for their shares as part of the merger.
• The reporting persons (Stone Point Capital and affiliates) have fully exited their investment in Enstar Group LTD.
• Enstar Group LTD is now a wholly-owned subsidiary of Elk Bidco Limited, meaning its public shares no longer trade.

Key Dates

Keywords

Enstar Group LTD, ESGR, Stone Point Capital, Merger, Acquisition, SEC Form 4, Beneficial Ownership, Divestment, Sixth Street Partners, Corporate Transaction