[SCHEDULE 13D/A] Enstar Group SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Definitive $338 per share cash payout provides full liquidity and valuation certainty to former public shareholders.
• Transaction successfully closed without reported litigation or regulatory impediments, signalling smooth execution.

Negative

• Delisting from NASDAQ and Form 15 filing eliminate future public market access and transparency for investors.
• Reporting Persons now own 0 % of shares, indicating no continuing public float or potential governance influence for minority investors.

Insights

M&A Specialist

TL;DR: Acquisition closed at $338/share; Sixth Street affiliates exit 13D; Enstar delists and goes private—material but already priced in.

The filing confirms legal completion of the previously announced buy-out. The $338 cash consideration represents a full take-out of public float; any upside or downside from Enstar’s run-off insurance portfolio is now internalised by Sixth Street. Minority rollover investors collectively own <1 %, signalling negligible public float and aligning governance entirely with the sponsor. From a transactional standpoint, conditions precedent are satisfied, equity commitments funded, and corporate structure reorganised into Deer/Elk entities.

For legacy shareholders the value realisation is definitive and matches the agreed price—no collar or earn-out language. Delisting, Form 25, and planned Form 15 filings indicate rapid removal from SEC reporting, shrinking disclosure visibility. No break-fee or post-closing indemnities are noted here, implying clean execution. Overall, this is a material milestone but largely confirms earlier disclosures; impact for remaining market participants is minimal.

Portfolio Manager

TL;DR: Cash-out completed; ESGR no longer investable on NASDAQ; liquidity event finalises exit for passive funds.

This amendment formally ends ESGR’s investability in public portfolios. Index trackers and long-only funds have already been redeemed at $338, but the delisting notice confirms settlement timing and removal from benchmarks. With beneficial ownership now zero, the Sixth Street vehicles cease public disclosure—reducing transparency and eliminating follow-on trading catalysts.

Because the cash consideration is fixed, the filing carries low market sensitivity. However, it does serve as a procedural alert for any holders of residual corporate actions, such as preferred share depositary receipts, which are also being withdrawn. Operationally, custodians should monitor Form 25 and Form 15 effective dates to close positions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Enstar Group Limited

(Name of Issuer)

Ordinary Shares, par value $1.00 per share

(Title of Class of Securities)

G3075P101

(CUSIP Number)

Joshua Peck
c/o Sixth Street Partners, LLC, 2100 McKinney Avenue, Suite 1500
Dallas, TX, 75201
(469) 621-3001

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/02/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G3075P101

1

Name of reporting person

ELK EVERGREEN INVESTMENTS, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G3075P101

1

Name of reporting person

ELK CYPRESS INVESTMENTS, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G3075P101

1

Name of reporting person

TSSP SUB-FUND HOLDCO, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. G3075P101

1

Name of reporting person

ALAN WAXMAN

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IN, HC

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, par value $1.00 per share
(b)	Name of Issuer: Enstar Group Limited
(c)	Address of Issuer's Principal Executive Offices: A.S. Cooper Building, 4th Floor, 26 Reid Street, Hamilton, BERMUDA , HM 11.
Item 1 Comment: This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D filed by the undersigned with the Securities and Exchange Commission on July 30, 2024 (as so amended, the "Schedule 13D") relating to the ordinary shares, par value $1.00 per share ("Ordinary Shares"), of Enstar Group Limited, a Bermuda company (the "Issuer" or the "Company"). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings ascribed to them in the Schedule 13D.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: Additional Support Agreements On July 2, 2025, each of David Ni, Nazar Alobaidat and Audrey Taranto (collectively, the "New Rollover Investors") entered into a Rollover and Support Agreement (collectively, the "New Support Agreements") with Elk Evergreen, Elk Cypress and TopCo, pursuant to which, among other things, such New Rollover Investors have agreed to contribute a number of Ordinary Shares (the "New Reinvesting Shares") to TopCo in exchange for certain indirect non-voting equity interests of TopCo and for such New Reinvesting Shares to be treated as "Reinvesting Shares" for purposes of the Merger Agreement (as defined below). The New Rollover Investors, in the aggregate, will indirectly own less than 1% of Parent (as defined below) through TopCo following such contribution and exchange. The foregoing summary of the New Support Agreements does not purport to be complete and is qualified in its entirety by reference to the New Support Agreements, which are substantially in the form filed as Exhibit 11 to this Schedule 13D and are incorporated by reference herein. The Merger Agreement On July 2, 2025 (the "Closing Date"), the previously announced acquisition of the Company by investment vehicles managed or advised by affiliates of Sixth Street Partners, LLC was completed pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Company, Deer Ltd., an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned Subsidiary of the Company ("New Company Holdco"), Deer Merger Sub Ltd., an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned Subsidiary of New Company Holdco ("Company Merger Sub"), Elk Bidco Limited, an exempted company limited by shares existing under the laws of Bermuda ("Parent"), and Elk Merger Sub Limited, an exempted company limited by shares existing under the laws of Bermuda and a direct wholly owned Subsidiary of Parent ("Parent Merger Sub"). Parent and Parent Merger Sub are backed by equity commitments from investment vehicles managed or advised by affiliates of Sixth Street Partners, LLC. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Merger Agreement. As a result of the Transactions, and upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, each Ordinary Share issued and outstanding as of immediately prior to the First Effective Time (other than (w) Ordinary Shares owned by Parent, Parent Merger Sub, the Company or their respective wholly owned Subsidiaries, (x) all Reinvesting Shares, (y) all Ordinary Shares subject to the Company's equity awards (other than Company Restricted Shares) and (z) all Ordinary Shares that were Dissenting Shares) was converted into the right to receive a total of $338 in cash, without interest. Following consummation of the Transactions, holders of Ordinary Shares no longer directly own any shares of the Company, which is the Third Surviving Company following the Mergers. The treatment of the Issuer's preferred equity interests and equity awards is further set forth in the Merger Agreement. In connection with the Closing, the Issuer notified representatives of the NASDAQ Stock Market LLC ("NASDAQ") that the Mergers had been completed and requested that NASDAQ suspend trading of the Ordinary Shares. In addition, the Issuer requested that NASDAQ file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Act on Form 25 (the "Ordinary Shares Form 25") to effect the delisting of the Ordinary Shares and the deregistration of such shares under Section 12(b) of the Act. On July 2, 2025, the Issuer also notified representatives of NASDAQ of its determination to voluntarily withdraw its depositary shares, each representing a 1/1,000th interest in a 7.00% Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Share, Series D, par value $1.00 per share, and its depositary shares, each representing a 7.00% Perpetual Non-Cumulative Preferred Share, Series E, par value $1.00 per share (collectively, the "Depositary Shares") from listing on NASDAQ and registration pursuant to Section 12(b) of the Act, and its intention to file a Form 25 Notification of Delisting with the SEC (the "Depositary Shares Form 25" and together with the Ordinary Shares Form 25, the "Form 25s") on or about July 14, 2025 relating to delisting and deregistering of the Depositary Shares. Following the effectiveness of the Form 25s, the Issuer intends to file with the SEC a certification on Form 15 requesting the termination of registration of Ordinary Shares and the Depositary Shares under Section 12(g) of the Act and the suspension of reporting obligations under Sections 13 and 15(d) of the Act. Such deregistration of the Ordinary Shares and the Depositary Shares will become effective 90 days after the filing of the applicable Form 25 or such shorter period as may be determined by the SEC. The Issuer's reporting obligations under the Act will be suspended immediately upon the filing of Form 15.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated as follows: As of the date hereof, none of the Reporting Persons beneficially own any Ordinary Shares.
(b)	See Item 5(a).
(c)	Other than as set forth in Item 4 of this Schedule 13D, no transactions in the Issuer's securities have been effected by the Reporting Persons during the past 60 days.
(d)	Not applicable.
(e)	As of the Closing Date, following the Transactions, the Reporting Persons ceased to be beneficial owners of more than five percent of the outstanding Ordinary Shares.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 11 - Form of Rollover and Support Agreement

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

ELK EVERGREEN INVESTMENTS, LLC

Signature:	/s/ Joshua Peck
Name/Title:	Joshua Peck, Vice President
Date:	07/02/2025

ELK CYPRESS INVESTMENTS, LLC

Signature:	/s/ Joshua Peck
Name/Title:	Joshua Peck, Vice President
Date:	07/02/2025

TSSP SUB-FUND HOLDCO, LLC

Signature:	/s/ Joshua Peck
Name/Title:	Joshua Peck, Vice President
Date:	07/02/2025

ALAN WAXMAN

Signature:	/s/ Joshua Peck
Name/Title:	Joshua Peck, on behalf of Alan Waxman
Date:	07/02/2025

FAQ

What happened to Enstar Group Limited (ESGR) shares?

All ordinary shares were converted into $338 cash on 2 July 2025 upon completion of the merger with Sixth Street-backed entities.

Do the filing entities still own Enstar stock after the merger?

No. The Reporting Persons disclose 0 beneficial ownership, ending their Schedule 13D reporting obligations.

Will ESGR remain listed on NASDAQ?

No. Enstar has requested NASDAQ to file Form 25 to delist and deregister both its ordinary and preferred depositary shares.

Are there any new rollover investors in the deal?

Yes. Three individuals entered support agreements but will own less than 1 % indirectly in the new parent entity.

When will Enstar stop filing SEC reports?

After Form 25 effectiveness, Enstar intends to file Form 15, suspending Exchange Act reporting 90 days later or sooner if approved.