$5.1B Acquisition of Enstar Sees Sixth Street Gain P&C Footprint

Sixth Street, a private investment firm, has agreed to acquire Enstar Group Ltd., a global insurance firm, for $5.1 billion in cash in a deal backed by Liberty Strategic Capital, J.C. Flowers & Co. LLC, and other institutional investors.

Enstar shareholders will receive $338 in cash per share payable upon closing of the transaction, which is expected in the middle of 2025. The share price represents a premium of approximately 8.5% to the 90-day volume weighted average price of the company shares as of July 26, 2024, the last trading day prior to the announcement of the transaction.

The transaction is fully financed, with the full amount of equity being provided by Sixth Street, together with its co-investors, and Enstar agreeing to return about $500 million from its balance sheet to its shareholders.

The agreement includes a 35-day “go-shop” period expiring on September 2, 2024, which permits Enstar’s Board of Directors and advisors to solicit alternative proposals from third parties.

“Enstar has a proven track record of delivering innovative legacy P&C solutions and capitalizing on attractive opportunities in the reinsurance market, while maintaining a conservative balance sheet and strong risk management culture,” said Michael Muscolino, co-Founder and partner at Sixth Street.

Enstar offers capital release services through its network of group companies in Bermuda, the U.S., U.K., Continental Europe, Australia and other international locations. Enstar has acquired more than 117 companies and portfolios since its formation in 2001.

Goldman Sachs & Co. LLC is acting as financial advisor to Enstar and Paul, Weiss, Rifkind, Wharton & Garrison LLP and Hogan Lovells US LLP are acting as legal advisors. Ardea Partners LP, Barclays PLC and J.P. Morgan Securities LLC are acting as financial advisors to Sixth Street and Simpson Thacher & Bartlett LLP, Debevoise & Plimpton LLP and Cleary Gottlieb Steen & Hamilton LLP are acting as legal advisors.