Enstar Group LTD: M&A transaction — Sixth Street completes $5.1B acquisition of Enstar for $338/share; Enstar goes private

Enstar Group LTD

Cash consideration $338 per ordinary share; total equity value $5.1 billion.
Enstar ordinary shares delisted from Nasdaq; trading suspended effective July 2, 2025.
Company will file Form 25 to delist Series D and Series E preferred shares on or about July 14, 2025.
Board of directors resigned; new directors appointed including Joshua Easterly, Michael Muscolino, others.
Acquisition financed by Sixth Street, Liberty Strategic Capital, J.C. Flowers & Co., and other investors.

item 2.01 item 3.01 item 3.03 item 5.01 item 5.03 item 5.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Enstar Group LTD: The bye-laws of Parent Merger Sub became the bye-laws of the Company, with reference to 'Elk Merger Sub Limited' replaced by the Company's name.

Change: bylaw amendment

Exact text from the filing

Pursuant to the terms of the Merger Agreement, at the Third Effective Time, the bye-laws of Parent Merger Sub became the bye-laws of the Company, except that references to the name "Elk Merger Sub Limited" were replaced with references to the name of the Company (such bye-laws, the “ Bye-Laws ”).

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Enstar Group LTD underwent a change of control involving Elk Bidco Limited (backed by affiliates of Sixth Street Partners, LLC) for $338.00 in cash per ordinary share, representing a total equity value of $5.1 billion (closed 2025-07-02).

Action: change of control
Counterparty: Elk Bidco Limited (backed by affiliates of Sixth Street Partners, LLC)
Consideration: $338.00 in cash per ordinary share, representing a total equity value of $5.1 billion
Closing: 2025-07-02

Exact text from the filing

Time, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The aggregate consideration for the Mergers was approximately $5.1 billion. The funds used to complete the Mergers and the related transactions were provided by the Company, equity contributions from certain investment vehicles managed or advised by

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Source: SEC EDGAR

accession 0001104659-25-065337

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