[S-8 POS] Enstar Group SEC Filing

Rhea-AI Filing Summary

On 2 July 2025, Enstar Group Limited (“Enstar”) filed seven Post-Effective Amendments to Form S-8 registration statements to deregister all unsold ordinary shares that had been reserved for employee and director equity plans. The affected authorisations originally covered approximately 3.16 million ordinary shares across the following programmes:

• 1,200,000 shares – 2006 Equity Incentive Plan (Reg. No. 333-141793)
• 460,949 shares – 1997 Omnibus Incentive Plan and 29,422 shares – 2001 Outside Directors Stock Option Plan (Reg. No. 333-148862)
• 97,862 shares – Deferred Compensation Plan for Non-Employee Directors (Reg. No. 333-148863)
• 200,000 shares – Employee Share Purchase Plan (Reg. No. 333-149551)
• 689,654 shares – 2016 Equity Incentive Plan (Reg. No. 333-212131)
• 84,370 shares – A&R 2016 Equity Incentive Plan (Reg. No. 333-237259)
• 400,000 shares – A&R 2016 Equity Incentive Plan (Reg. No. 333-265567)

The amendments were triggered by the completion of a merger agreement dated 29 July 2024 under which Enstar survived a series of transactions and became a wholly-owned subsidiary of Elk Bidco Limited. As no further public issuances will occur, Enstar is terminating the effectiveness of the S-8 registrations in accordance with undertakings contained in each filing. The submission is administrative and contains no new financial results. The document was signed in Hamilton, Bermuda by General Counsel Audrey B. Taranto.

Positive

• Merger consummation confirmed: filing indicates Enstar now operates as a wholly owned subsidiary, eliminating public-market dilution and simplifying corporate structure.

Negative

• None.

Insights

Securities Analyst

TL;DR – Administrative cancellation of 3.16 million unsold S-8 shares after Enstar’s take-private merger; neutral earnings impact.

The filing merely formalises the termination of public share registration linked to multiple equity incentive plans. Because Enstar is now a wholly owned subsidiary of Elk Bidco, future share issuances will be private, eliminating the need for ongoing S-8 coverage. There are no cash flows, earnings revisions or capital-structure changes disclosed; therefore, the action is compliance-driven and has no direct valuation effect. Investors have already realised consideration through the 2024–2025 merger, so today’s amendment is largely procedural.

Corporate Governance Expert

TL;DR – Filing confirms take-private status and tidies up outstanding equity plan registrations; governance risk minimal.

By deregistering unsold plan shares, Enstar fulfils its Part II undertaking to remove securities once the underlying offering ends. This limits future dilution, reduces SEC reporting obligations and clarifies that legacy equity programmes are closed. No additional board or executive actions are required, and the signature page reflects Rule 478 relief. From a governance standpoint, the move is routine and signals sound post-merger housekeeping rather than a material policy shift.

 

As filed with the Securities and Exchange Commission on July 2, 2025

 

Registration Statement No. 333-141793

Registration Statement No. 333-148862

Registration Statement No. 333-148863

Registration Statement No. 333-149551

Registration Statement No. 333-212131

Registration Statement No. 333-237259

Registration Statement No. 333-265567

 

 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-141793

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-148862

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-148863

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-149551

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-212131

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-237259

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-265567

 

 

UNDER

THE SECURITIES ACT OF 1933

 

  

ENSTAR GROUP LIMITED

(Exact name of registrant as specified in its charter)

 

   

Bermuda	 	N/A
(State or other jurisdiction of incorporation or organization)	 	(IRS Employer Identification No.)

 

A.S. Cooper Building, 4th Floor, 26 Reid Street

Hamilton HM 11, Bermuda

(Address of Principal Executive Offices)

 

  

Enstar Group Limited 2006 Equity Incentive Plan
(formerly the Castlewood Holdings Limited 2006 Equity Incentive Plan)

The Enstar Group, Inc. 1997 Omnibus Incentive Plan
The Enstar Group, Inc. 2001 Outside Directors Stock Option Plan

Enstar Group Limited Deferred Compensation and Ordinary Share Plan for Non-Employee Directors

Enstar Group Limited Employee Share Purchase Plan

Enstar Group Limited 2016 Equity Incentive Plan

Enstar Group Limited Amended and Restated 2016 Equity Incentive Plan

(Full title of the plans)

 

  

Enstar (US) Inc.

55 West 46th Street, Suite 2805

New York, NY 10036

(212) 790-9700

(Name, address and telephone number, including area code, of agent for service)

 

Copies of all communications, including communications sent to agent for service, should be sent to:

 

Katherine M. Krause Xiaohui (Hui) Lin Louis H. Argentieri Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, New York 10017 (212) 455-2000 Enstar Group Limited A.S. Cooper Building, 4th Floor, 26 Reid Street Hamilton HM 11, Bermuda (441) 292-3645

 

  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	x	 	Accelerated filer	¨
 	 	 		 
Non-accelerated filer	¨	 	Smaller reporting company	¨
 	 	 		 
 	 	 	Emerging growth company	¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

 

 

 

EXPLANATORY NOTE

 

Enstar Global Limited, an exempted company limited by shares existing under the laws of Bermuda (the “Company”, “Enstar”, or the “Registrant”), is filing with the Securities and Exchange Commission (the “Commission”) these post-effective amendments (these “Post-Effective Amendments”) to deregister any and all securities previously registered under the following Registration Statements on Form S-8 (the “Registration Statements”) that remain unsold or otherwise unissued under each such Registration Statement as of the date hereof (note that the share numbers listed below do not take into account corporate actions taken in the interim):

 

· Registration Statement No. 333-141793 filed with the Commission on April 2, 2007, registering 1,200,000 ordinary shares issuable pursuant to the Enstar Group Limited 2006 Equity Incentive Plan;

· Registration Statement No. 333-148862 filed with the Commission on January 25, 2008, registering 460,949 ordinary shares issuable pursuant to The Enstar Group, Inc. 1997 Omnibus Incentive Plan and 29,422 ordinary shares issuable pursuant to The Enstar Group, Inc. 2001 Outside Director’s Stock Option Plan;

· Registration Statement No. 333-148863 filed with the Commission on January 25, 2008, registering 97,862 ordinary shares issuable pursuant to the Enstar Group Limited Deferred Compensation Plan for Non-Employee Directors;

· Registration Statement No. 333-149551 filed with the Commission on March 5, 2008, registering 200,000 ordinary shares issuable pursuant to the Enstar Group Limited Employee Share Purchase Plan;

· Registration Statement No. 333-212131 filed with the Commission on June 20, 2016, registering 689,654 ordinary shares issuable pursuant to the Enstar Group Limited 2016 Equity Incentive Plan;

· Registration Statement No. 333-237259 filed with the Commission on March 18, 2020, registering 84,370 ordinary shares issuable pursuant to the Enstar Group Limited Amended and Restated 2016 Equity Incentive Plan;

· Registration Statement No. 333-265567 filed with the Commission on June 14, 2022, registering 400,000 ordinary shares issuable pursuant to the Enstar Group Limited Amended and Restated 2016 Equity Incentive Plan.

 

On July 2, 2025, pursuant to the Agreement and Plan of Merger dated as of July 29, 2024, by and among Enstar, Elk Bidco Limited, an exempted company limited by shares existing under the laws of Bermuda (“Parent”), Elk Merger Sub Limited, an exempted company limited by shares existing under the laws of Bermuda and a directly wholly owned subsidiary of Parent, Deer Ltd., an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned subsidiary of the Company, and Deer Merger Sub Ltd., an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned subsidiary of Deer Ltd., the parties effected a series of mergers (collectively, the “Mergers”), with Enstar surviving the Mergers as a wholly owned subsidiary of Parent. These Post-Effective Amendments are being filed as a result of the Mergers.

 

The Company, by filing these Post-Effective Amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all securities registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. These filings are made in accordance with an undertaking made by the Company in Part II of each Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Hamilton, Bermuda on July 2, 2025.

 

 	ENSTAR GROUP LIMITED
 	 
 	By:	/s/ Audrey B. Taranto
 	Name:	Audrey B. Taranto
 	Title:	General Counsel

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.

 

 

 

FAQ

Why did Enstar Group (ESGR) file Post-Effective Amendments on 2 July 2025?

To deregister unsold ordinary shares from seven Form S-8 registrations after becoming a wholly owned subsidiary of Elk Bidco Limited.

How many shares are being deregistered by Enstar in the S-8 POS filing?

Approximately 3.16 million ordinary shares spanning eight equity and compensation plans are being removed from registration.

Which equity plans are affected by the Enstar S-8 POS filing?

Plans include the 2006 and 2016 Equity Incentive Plans, 1997 Omnibus Plan, 2001 Outside Directors Stock Option Plan, Deferred Compensation Plan, and Employee Share Purchase Plan.

What corporate event triggered the need for these amendments?

Completion of a merger on 2 July 2025 in which Enstar became a wholly owned subsidiary of Elk Bidco Limited.

Does the filing contain any earnings or financial performance data?

No. The document is strictly administrative and provides no new revenue, profit or guidance figures.