Welcome to our dedicated page for Enstar Group SEC filings (Ticker: ESGR), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Enstar Group Limited (ESGR) 鈥� Schedule 13D/A Amendment No. 1 discloses the closing of the $338-per-share cash acquisition of Enstar by investment vehicles advised by Sixth Street Partners on 2 July 2025. The filing is made by Elk Evergreen Investments, Elk Cypress Investments, TSSP Sub-Fund HoldCo, and Alan Waxman (collectively, the 鈥淩eporting Persons鈥�).
Key points:
- Merger consummated: Ordinary Shares were converted to $338 in cash, excluding rollover shares and certain award-related shares. Enstar becomes a wholly-owned subsidiary of a Bermuda holding structure (Parent, TopCo, Deer entities).
- Ownership eliminated: Each Reporting Person now holds 0 shares; aggregate beneficial ownership falls to 0 %, triggering the amendment and termination of 13D reporting obligations.
- Additional rollover investors: Three individuals (David Ni, Nazar Alobaidat, Audrey Taranto) agreed to contribute a de-minimis <1 % indirect interest in the post-merger Parent through new support agreements.
- Delisting & deregistration: Enstar requested NASDAQ to suspend trading, file Form 25 for ordinary and preferred depositary shares, and intends to file Form 15 to terminate Exchange Act reporting within 90 days.
- No further transactions: Aside from the merger, the Reporting Persons executed no ESGR trades in the past 60 days.
The amendment is largely administrative鈥攆ormalising zero ownership, documenting closing mechanics, and outlining the path to Enstar鈥檚 transition to a private entity with no public reporting duties.
Enstar Group Limited (ESGR) and subsidiary Enstar Finance LLC filed a Post-Effective Amendment No. 1 on Form S-3 with the SEC on 2 July 2025. The filing follows the closing of a series of mergers effected pursuant to the 29 July 2024 Agreement and Plan of Merger under which Enstar survived as a wholly owned subsidiary of Elk Bidco Limited (鈥淧arent鈥�).
Because the company has terminated all public offerings in connection with the mergers, the amendment deregisters all unsold securities remaining under six previously effective shelf registration statements (Nos. 333-270204, 333-220889, 333-215144, 333-195562, 333-151461 and 333-143064). These shelves had covered ordinary shares, preference shares, depositary shares, various classes of debt, warrants, purchase contracts and units, some offered by Enstar and some by selling shareholders.
The document is administrative in nature鈥攏o new securities are being offered, no capital is being raised and no financial results are disclosed. Signatures were provided by General Counsel Audrey B. Taranto on behalf of Enstar Group Limited and CFO Jennifer Miu on behalf of Enstar Finance LLC.
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