ESGR Enstar Group Ltd - 8-K

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction is incorporated by reference
into this Item 2.01.

Following the Mergers, Company shareholders holding ordinary shares
of the Company (each, an “ Ordinary Share ”) are entitled to receive a total of $338 in cash per Ordinary Share, as provided
in more detail below.

Upon the terms and subject to the conditions set forth in the Merger
Agreement, the Company merged with and into Company Merger Sub (the “ First Merger ”), with the Company surviving the
merger as a direct wholly-owned subsidiary of New Company Holdco (the “ First Surviving Company ”). Upon the effective
time of the First Merger (the “ First Effective Time ”), (i) each Ordinary Share that was 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) Reinvesting Shares, (y) any Ordinary Shares subject to the Company’s
equity awards (other than Company Restricted Shares) and (z) any Ordinary Shares that are Dissenting Shares), were converted into
(A) the right to receive an amount in cash equal to (I) $500 million (the “ Aggregate First Merger Amount ”)  divided  by
(II) the number of Ordinary Shares, on a fully diluted basis  minus  the number of Reinvesting Shares, without interest
and less any amounts required to be deducted or withheld or as may be reduced as required by applicable law or any governmental entity
(the “ First Merger Cash Consideration ”) and (B) the number of ordinary shares, par value $1.00 per share, of New
Company Holdco (the “ New Ordinary Share ”) equal to the quotient (the “ First Merger Ratio ”) of (x) $338
minus the First Merger Cash Consideration divided by (y) $338 (together with the First Merger Cash Consideration, the “ First
Merger Consideration ”). Upon the First Effective Time, each Reinvesting Share issued and outstanding immediately prior to the
First Effective Time was converted into a New Ordinary Share.

Following the First Effective Time, New Company Holdco merged with
and into the First Surviving Company (the “ Second Merger ”), with the First Surviving Company surviving the merger (the
“ Second Surviving Company ”). Upon the effective time of the Second Merger (the “ Second Effective Time ”),
each New Ordinary Share issued and outstanding immediately prior to the Second Effective Time (other than (x) New Ordinary Shares
owned by Parent, Parent Merger Sub, the First Surviving Company or their respective wholly-owned Subsidiaries and (y) any New Ordinary
Shares subject to the Company’s equity awards), was converted into an ordinary share, par value $1.00 per share, of the Second
Surviving Company (a “ Second Surviving Company Ordinary Share ”). Upon the Second Effective Time, each First Surviving
Company Reinvesting Share issued and outstanding immediately prior to the Second Effective Time owned by the Reinvesting Shareholders
was converted into a Second Surviving Company Ordinary Share.

Following the Second Effective Time, Parent Merger Sub merged with
and into the Second Surviving Company (the “ Third Merger ”), with the Second Surviving Company surviving as the Third
Surviving Company. Upon the effective time of the Third Merger (the “ Third Effective Time ”), each Second Surviving
Company Ordinary Share issued and outstanding immediately prior to the Third Effective Time (other than (v) the Second Surviving
Company Ordinary Shares owned by Parent, Parent Merger Sub or the Second Surviving Company or their respective wholly-owned Subsidiaries,
(x) any Second Surviving Company Ordinary Shares subject to the Company’s equity awards and (y) any Second Surviving Company
Ordinary Shares that are Dissenting Shares) was converted into the right to receive an amount in cash equal to (A)(I)(i) $338  multiplied
by  the aggregate number of Second Surviving Company Ordinary Shares that were not the Second Surviving Company Ordinary Shares
held by holders of the Reinvesting Shares, on a fully diluted basis, as of immediately prior to the Third Effective Time,  minus  (ii) Aggregate
First Merger Amount  divided by  (II) the aggregate number of Second Surviving Company Ordinary Shares that were not
the Second Surviving Company Ordinary Shares held by holders of Reinvesting Shares, on a fully diluted basis, plus (B)(I) the
aggregate cash consideration actually paid in respect of the First Merger, divided by (II) the aggregate number of Second
Surviving Company Ordinary Shares that were not the Second Surviving Company Reinvesting Shares, on a fully diluted basis plus
(C) if applicable, any amount set forth in the True-Up Notice (on a per share basis based on the amount of Second Surviving Company
Ordinary Shares entitled thereto), in each case, without interest and less any amounts required to be deducted or withheld (the “ Third
Merger Cash Consideration ” and together with the First Merger Cash Consideration, the “ Total Cash Consideration ”).

Upon the First Effective Time, each Series C Preferred Share,
Series D Preferred Share and Series E Preferred Share issued and outstanding immediately prior to the First Effective Time
was automatically converted into a preferred share of New Company Holdco and became entitled to the same dividend and all other preferences
and privileges, voting rights, relative, participating, optional and other special rights, and qualifications, limitations and restrictions
set forth in the certificate of designations applicable to the Series C Preferred Shares, Series D Preferred Shares or Series E
Preferred Shares, as applicable. Upon the Second Effective Time, each such preferred share of New Company Holdco issued and outstanding
immediately prior to the Second Effective Time was automatically converted into a preferred share of the Second Surviving Company and
became entitled to the same dividend and all other preferences and privileges, voting rights, relative, participating, optional and other
special rights, and qualifications, limitations and restrictions set forth in the certificate of designations applicable to the Series C
Preferred Shares, Series D Preferred Shares or Series E Preferred Shares, as applicable. Upon the Third Effective Time, each
such preferred share issued and outstanding immediately prior to the Third Effective Time was automatically converted into a preferred
share of the Third Surviving Company and became entitled to the same dividend and all other preferences and privileges, voting rights,
relative, participating, optional and other special rights, and qualifications, limitations and restrictions set forth in the certificate
of designations applicable to the Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares, as
applicable.

As contemplated in the Merger Agreement, the Mergers resulted in the
following treatment of the Company’s equity awards:

·

Company Restricted Shares : At the First Effective Time, each awarded
Ordinary Share subject solely to service-based vesting requirements (each, a “ Company Restricted Share ”), whether vested
or unvested, was deemed to be fully vested and non-forfeitable and was converted into the right to receive the First Merger Consideration.

·

Company RSUs : At the First Effective Time, each restricted share unit
award in respect of Ordinary Shares subject solely to service-based vesting requirements (each, a “ Company RSU Award ”),
was deemed to pertain to a restricted share unit award in respect of a number of New Ordinary Shares equal to (1) the number of Ordinary
Shares subject to such Company RSU Award multiplied by (2) the First Merger Ratio and otherwise subject to the same terms and conditions.
At the Second Effective Time, each such Company RSU Award was deemed to pertain to a restricted share unit award in respect of Second
Surviving Company Ordinary Shares subject to the same terms and conditions. At the Third Effective Time, each such Company RSU Award whether
vested or unvested, was deemed to be fully vested and non-forfeitable and was canceled and converted into the right to receive a cash
payment equal to (A) the Third Merger Cash Consideration, multiplied by (B) the total number of Second Surviving Company Ordinary
Shares subject to such Company RSU Award immediately prior to the Third Effective Time, plus (C) an amount equal to the First Merger
Cash Consideration multiplied by the total number of Ordinary Shares subject to such Company RSU Award as of immediately prior to the
First Effective Time.

·

Company PSUs : At the First Effective Time, each restricted share unit
award in respect of Ordinary Shares subject to performance-based vesting requirements (each, a “ Company PSU Award ”)
was deemed to pertain to a restricted share unit award in respect of a number of New Ordinary Shares equal to (1) the number of Ordinary
Shares subject to such Company PSU Award multiplied by (2) the First Merger Ratio and otherwise subject to the same terms and conditions.
At the Second Effective Time, each such Company PSU Award was deemed to pertain to a restricted share unit award in respect of Second
Surviving Company Ordinary Shares subject to the same terms and conditions. At the Third Effective Time, a portion of each such Company
PSU Award vested at actual performance on a prorated basis, based on the portion of the performance period lapsed through the Third Effective
Time, and was canceled and converted into the right to receive a cash payment equal to (A) the Third Merger Cash Consideration, multiplied
by (B) the vested portion of such Company PSU Award, plus (C) an amount equal to the First Merger Cash Consideration multiplied
by the total number of Ordinary Shares subject to the vested portion of such Company PSU Award immediately prior to the First Effective
Time, and the remaining unvested portion of such Company PSU Award was canceled and forfeited.

The foregoing description does not purport to be complete and is subject
to and qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit 2.1 to the Company’s
Current Report on Form 8-K filed with the SEC on July 29, 2024 , and is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introduction and under Item 2.01 of
this Current Report is incorporated by reference into this Item 3.01.

In connection with the Closing, the Company 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 Company requested that Nasdaq file with the SEC a Notification of Removal from Listing and/or
Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange 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 Exchange Act. On July 2, 2025, the Company 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 Exchange
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 Company intends
to file with the SEC a certification on Form 15 requesting the termination of registration of Enstar Ordinary Shares and the Depositary
Shares under Section 12(g) of the Exchange Act and the suspension of reporting obligations under Sections 13 and 15(d) of
the Exchange Act. Such deregistration of the Enstar 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 Company’s reporting obligations
under the Exchange Act will be suspended immediately upon the filing of Form 15.

Item 3.03. Material Modifications to Rights of Security Holders.

The information set forth in the Introduction and under Item 2.01, Item
3.01, Item 5.01 and Item 5.03 of this Current Report is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introduction and under Item 2.01, Item
3.03 and Item 5.03 of this Current Report is incorporated by reference into this Item 5.01.

At the Third Effective Time, a change in control of the Company occurred,
and the Company became a wholly owned subsidiary of Parent.

The aggregate consideration for the Mergers was approximately $5.1
billion. The funds used to complete the Mergers and the related transactions were provided by the Company, equity contributions from certain
investment vehicles managed or advised by Sixth Street, as well as third-party equity and debt financing.

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introduction and under Item 2.01 of
this Current Report is incorporated by reference into this Item 5.02.

As a result of the Mergers, at the Third Effective Time, each of Robert
Campbell, Dominic Silvester, Rick Becker, Sharon Beesley, James Carey, Susan Cross, Hans-Peter Gerhardt, Myron Hendry, Paul J. O’Shea,
Hitesh Patel and Poul Winslow resigned from the board of directors of the Company (the “ Board ”) and any committees
of the Board on which they served and ceased to be directors of the Company, and each of Joshua Easterly, A. Michael Muscolino, Jennifer
Gordon, Rohan Singhal, Brian Rosenblum, Jason Kary, Adrian Thornycroft, Andrew Birrell, Steve Valentino, Elizabeth Ward, Robert Campbell,
Andrew Brooks and David Foley have been appointed as the directors of the Third Surviving Company.

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

The information set forth in the Introduction and under Item 2.01 of
this Current Report is incorporated by reference into this Item 5.03.

Pursuant to the terms of the Merger Agreement, at the Third Effective
Time, the bye-laws of Parent Merger Sub became the bye-laws of the Company, except that references to the name “Elk Merger Sub Limited”
were replaced with references to the name of the Company (such bye-laws, the “ Bye-Laws ”).

A copy of the Bye-Laws is filed as Exhibit 3.1 to this Current
Report and is incorporated herein by reference.

Item 8.01. Other Events.

On July 2, 2025, the Company issued a press release announcing
the Closing. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit No.

Description

2.1*

Agreement and Plan of Merger, d ated as of July 29, 2024, by and among Enstar Group Limited, Deer Ltd., Deer Merger Sub Ltd., Elk Bidco Limited and Elk Merger Sub Limited (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2024).

3.1

Bye-Laws of Enstar Group Limited, dated as of July 2, 2025.

99.1

Press Release of the Company, dated July 2, 2025.

104

The cover page of this Current Report on Form 8-K formatted as Inline XBRL.

*

Certain exhibits and schedules to the Merger Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request.