M&A - Enstar Group LTD

Form Type: SCHEDULE 13D/A

Filing Date: 2025-07-07

Corporate Action: Merger

Type: Update

Accession Number: 000095017025094275

Filing Summary: On July 2, 2025, Enstar Group Limited completed a merger as outlined in the Agreement and Plan of Merger dated July 29, 2024. The merger involved multiple parties including Deer Ltd. and its subsidiaries, resulting in Enstar Group becoming a wholly owned subsidiary of Elk Bidco Limited. Each ordinary share of Enstar Group was converted into the right to receive $338 in cash, effectively ending their status as publicly traded stock. Notably, all trading of Enstar's ordinary shares on NASDAQ has been suspended following the merger. A Notification of Removal from Listing was requested, along with plans to terminate the registration of ordinary shares with the SEC. The changes necessitated by this merger have been formally documented in this 13D/A amendment.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-07-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925066098

Filing Summary: On July 2, 2025, Enstar Group Limited completed an acquisition by investment vehicles related to Sixth Street Partners LLC as per the Agreement and Plan of Merger. Following this merger, each Ordinary Share, excluding certain shares, was converted into $338 cash per share. The issuer informed NASDAQ to suspend trading of its Ordinary Shares and filed for removal from listing and registration. The document notes that the Reporting Persons, including J. Christopher Flowers and Paula Mims, have ceased to beneficially own more than five percent of the Ordinary Shares since the transaction. They also intend to complete the withdrawal of their depositary shares from NASDAQ and deregister their shares under the Exchange Act.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-07-07

Corporate Action: Merger

Type: Update

Accession Number: 000110465925066099

Filing Summary: On July 2, 2025, Enstar Group LTD completed the acquisition pursuant to the Agreement and Plan of Merger. This involved investment vehicles managed by affiliates of Sixth Street Partners LLC. As part of the transaction, each outstanding Ordinary Share was converted into $338 in cash. Following the acquisition, shareholders no longer own shares in Enstar, which has become the Third Surviving Company after the mergers. The company notified NASDAQ to suspend trading of its Ordinary Shares and requested delisting, filing Form 25 for deregistering shares under Section 12(b) of the Exchange Act. They also planned to withdraw depositary shares, initiating further delisting processes. The support agreement related to the rollover was also completed. The Reporting Person, Dominic F. Silvester, has since ceased being a beneficial owner of more than five percent of the shares.

Form Type: 8-K

Filing Date: 2025-07-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925065337

Filing Summary: On July 2, 2025, Enstar Group Limited completed a merger process as defined in the Agreement and Plan of Merger executed on July 29, 2024. The merger involved multiple parties, including Deer Ltd. and Elk Bidco Limited, resulting in Enstar becoming a wholly owned subsidiary of Elk Bidco Limited (the 'Parent'). The completion of the merger triggered transactions affecting the Company's ordinary shares, with shareholders entitled to receive a total of $338 in cash per share. Following the merger, the trading of Enstar's Ordinary Shares on NASDAQ was suspended. Enstar also initiated delisting of its depositary shares related to Preferred Shares Series D and E. The overall consideration for the merger amounted to approximately $5.1 billion, sourced from the Company and equity contributions managed by Sixth Street Partners. The corporate structure is modified per the Merger Agreement, affecting the composition of the board of directors and the company's bye-laws.

Form Type: POS AM

Filing Date: 2025-07-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925065367

Filing Summary: On July 2, 2025, Enstar Group Limited executed a series of mergers as described in the Agreement and Plan of Merger dated July 29, 2024. The mergers involved multiple parties, with Enstar Group Limited surviving as a wholly owned subsidiary of Elk Bidco Limited. The document also serves as a post-effective amendment to various previously filed Registration Statements under Form S-3, effectively terminating all offerings of its securities due to the mergers. As a result, Enstar Group Limited has removed from registration all unsold securities under these statements as of the date of this document.

Form Type: POS AM

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065370

Filing Summary: On July 2, 2025, pursuant to the Agreement and Plan of Merger dated July 29, 2024, Enstar Group Limited underwent a series of mergers, with Enstar surviving as a wholly owned subsidiary of Elk Bidco Limited. The document also serves as a post-effective amendment related to various registration statements, indicating that Enstar has terminated all offerings of its securities as a result of these mergers. Consequently, all unsold securities registered under previous registration statements have been removed from registration.

Form Type: POS AM

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065379

Filing Summary: On July 2, 2025, Enstar Group Limited and its subsidiaries, including Elk Bidco Limited and Elk Merger Sub Limited, executed a series of mergers outlined in the Agreement and Plan of Merger dated July 29, 2024. As a result of these mergers, Enstar Group Limited is now a wholly owned subsidiary of Elk Bidco Limited. This filing serves as a Post-Effective Amendment to multiple registration statements under Form S-3, deregistering all unsold securities due to the completion of these mergers. The document details specific registration numbers and the categories of securities affected, including common and non-voting shares across multiple offerings.

Form Type: POSASR

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065373

Filing Summary: On July 2, 2025, Enstar Group Limited and Elk Bidco Limited, among other entities, executed a series of mergers, making Enstar a wholly owned subsidiary of Elk Bidco Limited. This update includes the removal from registration of any unsold securities pertinent to previous Registration Statements due to the completion of these mergers.

Form Type: POSASR

Filing Date: 2025-07-02

Corporate Action: Merger

Type: New

Accession Number: 000110465925065376

Filing Summary: On July 2, 2025, Enstar Group Limited, Elk Bidco Limited, Elk Merger Sub Limited, Deer Ltd., and Deer Merger Sub Ltd. executed a series of mergers as a result of an Agreement and Plan of Merger dated July 29, 2024. Enstar Group Limited survived the mergers as a wholly owned subsidiary of Elk Bidco Limited. The document includes a Post-Effective Amendment related to multiple prior Registration Statements, indicating the termination of all offerings of its securities due to the Mergers. The Registrant has removed unsold securities from registration under these statements following the completion of the Mergers.

Form Type: S-8 POS

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065350

Filing Summary: On July 2, 2025, Enstar Group Limited filed a post-effective amendment to deregister securities previously registered under multiple Registration Statements on Form S-8 that remain unsold or unissued as of the date of this document. The filing is a result of a series of mergers involving Enstar, Elk Bidco Limited as the parent company, and various subsidiaries which led to Enstar becoming a wholly owned subsidiary of Elk Bidco Limited. This amendment serves to terminate the effectiveness of the Registration Statements and remove any unsold or unissued securities. The registration statements included those associated with various equity incentive plans, and the amendments adhere to an undertaking made in previous filings to remove from registration any unsold securities upon termination of the offering.

Form Type: S-8 POS

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065356

Filing Summary: On July 2, 2025, Enstar Group Limited filed a post-effective amendment to deregister securities from several registration statements on Form S-8 due to the completion of a series of mergers. Enstar is now a wholly owned subsidiary of Elk Bidco Limited following these mergers. The amendment pertains to the removal of unsold or unissued securities from the registration statements associated with various equity incentive plans dating back to 2007. These plans include the 2006 Equity Incentive Plan, 1997 Omnibus Incentive Plan, 2001 Outside Directors Stock Option Plan, Deferred Compensation and Ordinary Share Plan for Non-Employee Directors, Employee Share Purchase Plan, and multiple iterations of the 2016 Equity Incentive Plan. The filing serves to terminate the effectiveness of the previous registration statements as per the company's commitments made under the Securities Act of 1933.

Form Type: S-8 POS

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065359

Filing Summary: On July 2, 2025, Enstar Group Limited filed post-effective amendments to deregister securities previously registered under several Form S-8 Registration Statements that remained unsold or unissued. This deregistration is a consequence of a series of mergers executed as part of the Agreement and Plan of Merger involving Enstar and Elk Bidco Limited, where Enstar is now a wholly owned subsidiary of Parent. The Registration Statements being amended encompass various equity incentive plans under which ordinary shares were registered, with specific details provided about each plan and the corresponding number of shares. The filing reaffirms the termination of the effectiveness of these Registration Statements, removing them from registration for any unsold or unissued securities as of this date.

Form Type: S-8 POS

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065361

Filing Summary: On July 2, 2025, Enstar Group Limited filed a post-effective amendment to deregister any and all securities previously registered under several Registration Statements on Form S-8 that remain unsold or unissued as of the filing date. This action is a result of a series of mergers involving Enstar, Elm Bidco Limited, and other subsidiaries, in which Enstar will survive as a wholly owned subsidiary of Elm Bidco Limited. The specific registration statements being amended include those from 2007 to 2022 for various equity incentive plans and stock option plans. The filing terminates the effectiveness of these registration statements and removes from registration any securities that remain unsold.

Form Type: S-8 POS

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065362

Filing Summary: On July 2, 2025, Enstar Group Limited filed a post-effective amendment to deregister all securities previously registered under several Registration Statements on Form S-8. This filing follows a series of mergers where Enstar became a wholly owned subsidiary of Elk Bidco Limited, as described in the Agreement and Plan of Merger dated July 29, 2024. The amendments are aimed at removing from registration any unsold or otherwise unissued securities associated with these Registration Statements as a result of the completed mergers.

Form Type: S-8 POS

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065363

Filing Summary: On July 2, 2025, Enstar Group Limited filed a post-effective amendment to its S-8 registration statement to deregister all securities previously registered under multiple registration statements that remain unsold or otherwise unissued as of this date. This deregistration is a result of a series of mergers in which Enstar became a wholly owned subsidiary of Elk Bidco Limited. The mergers were executed as per the Agreement and Plan of Merger dated July 29, 2024. The filing specifically addresses each registration statement, detailing the number of ordinary shares that were registered but remain unsold, indicating the company's compliance with the obligations set forth in its registration statements.

Form Type: S-8 POS

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065365

Filing Summary: On July 2, 2025, Enstar Group Limited filed a post-effective amendment to various registration statements on Form S-8 following a series of mergers that resulted in Enstar becoming a wholly owned subsidiary of Elk Bidco Limited, the parent company. This filing is made to deregister any unsold or unissued securities under the registration statements originally filed. The registrations included securities associated with several incentive plans including the 2006 Equity Incentive Plan and the 2016 Equity Incentive Plan. The filing serves to terminate the effectiveness of the previous registration statements and remove any remaining securities that were not sold as of the date of the filing.

Form Type: SC 13E3/A

Filing Date: 2025-07-02

Corporate Action: Merger

Type: Update

Accession Number: 000110465925065357

Filing Summary: Enstar Group Limited filed Amendment No. 4 to the Schedule 13E-3 Transaction Statement regarding a merger agreement executed on July 29, 2024. The document reports results of multiple mergers culminating on July 2, 2025, when the First, Second, and Third Mergers took effect. The company indicates that all Enstar Ordinary Shares will be owned directly by Parent following these Mergers and that shareholders holding Enstar Ordinary Shares prior to the First Merger will be entitled to receive $338 in cash per share. Additionally, the merged entity will no longer be publicly traded, leading to delisting notifications for both Enstar Ordinary Shares and Depositary Shares from Nasdaq. The document also describes rollover agreements with certain shareholders for share exchanges post-merger, resulting in these shareholders indirectly owning less than 1% of Parent.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-07-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025093427

Filing Summary: On July 2, 2025, Enstar Group Limited completed the acquisition by investment vehicles managed or advised by affiliates of Sixth Street Partners, LLC, pursuant to a Merger Agreement. As part of the acquisition, new rollover investors entered into agreements to contribute ordinary shares in exchange for non-voting equity interests. Post-acquisition, existing shareholders of ordinary shares were entitled to receive $338 in cash for each share held. The company also notified NASDAQ of the completion of the merger and requested delisting of its ordinary shares and certain depositary shares. A notification of removal from listing and deregistration under the Securities Exchange Act was also filed. Following the merger, the reporting persons no longer hold significant ownership in the company, having ceased to own more than five percent of the outstanding ordinary shares.

Form Type: 8-K

Filing Date: 2025-01-16

Corporate Action: Acquisition

Type: New

Accession Number: 000136382925000010

Filing Summary: On January 13, 2025, Enstar Group Limited's Lloyd's syndicate, managed by Enstar Managing Agency Limited, entered into a Loss Portfolio Transfer Reinsurance Agreement (LPT) with Atrium Syndicate 609. This agreement involves the cession of net loss reserves totaling approximately $196 million from Atrium Syndicate 609, covering its discontinued portfolios including Marine Treaty Reinsurance, Property Treaty Reinsurance, and US Contractors General Liability. The LPT will transfer all claims handling to Enstar's Syndicate 2008 and is expected to close in the first quarter of 2025, pending regulatory approvals and customary conditions. Stone Point Capital LLC manages the key interests in Atrium, making this agreement significant as it also involves stakeholders with interests in both companies. A cautionary note mentions the forward-looking statements related to the transaction, highlighting potential risks and uncertainties that could affect its completion.