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.
The Enstar Group Limited (ESGR) SEC filings archive on this page provides historical regulatory documents for a global insurance group that focused on capital release solutions and legacy insurance acquisitions while it was publicly listed. These filings document Enstar’s capital structure, its transition from a public to a private company, and the treatment of its various securities, including ordinary shares, preference share depositary shares, and multiple series of notes.
Key filings include Form 8-K reports describing the completion of a series of mergers on July 2, 2025, under an Agreement and Plan of Merger. Those mergers resulted in Enstar becoming a wholly owned subsidiary of a parent entity backed by investment vehicles managed by affiliates of Sixth Street and other institutional investors, and they outline the consideration received by holders of Enstar ordinary shares and the treatment of equity awards and preferred shares.
The archive also contains Form 25 and Form 25-NSE notifications relating to the removal of Enstar’s ordinary shares and certain depositary shares from listing and registration on The Nasdaq Stock Market LLC. These documents detail the voluntary withdrawal of the securities from Nasdaq and the regulatory basis for delisting. In addition, a Form 15 filing dated July 24, 2025, certifies Enstar’s termination of registration under Section 12(g) of the Exchange Act and the suspension of its duty to file reports under Sections 13 and 15(d) for specified series of depositary shares and notes, based on the number of holders of record.
For users analyzing Enstar’s historical financing and liability structure, the filings also reference junior subordinated notes and senior notes, including 5.750% Fixed-Rate Reset Junior Subordinated Notes due 2040, 5.500% Fixed-Rate Reset Junior Subordinated Notes due 2042, and senior notes due 2029 and 2031. Related tender offers and new note issuances are discussed in company disclosures and associated offering documents. AI-powered tools on this platform can help summarize these complex filings, highlight key sections on merger mechanics, delisting steps, and noteholder rights, and surface references to Enstar’s legacy acquisitions and reinsurance activities.
Because Enstar has filed a Form 15 indicating its intention to cease periodic reporting for the covered securities, this page functions as a historical record of ESGR’s SEC reporting history rather than a source of ongoing updates. Researchers can use the combination of 8-Ks, Forms 25 and 25-NSE, and the Form 15 to trace Enstar’s path from a NASDAQ-listed issuer to a privately held company.
Enstar Group Limited (ESGR) – 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 “Reporting Persons”).
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—formalising zero ownership, documenting closing mechanics, and outlining the path to Enstar’s 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 (“Parent”).
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—no 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.