The transaction is expected to be completed in the second half of 2026 upon receipt of regulatory approvals and satisfaction of various other closing conditions.

Upon completion, AF Group will become a wholly owned subsidiary of Enstar and operate largely as a standalone company, supported by Enstar.

With this in mind, AF Group is expected to continue operating under its existing leadership team, headquartered in Lansing, Michigan.

According to Enstar, the acquisition brings together complementary property and casualty capabilities, including workers’ compensation, and leverages its balance sheet strength to support AF Group’s continued growth, while expanding Enstar’s global re/insurance offering to serve a broader and more diversified client base.

Since its acquisition by Blue Cross in 1994, AF Group has reportedly strengthened its position in the US property and casualty market and now delivers commercial and specialty insurance solutions in all 50 states.

Dominic Silvester, Enstar’s Chief Executive Officer, commented on the acquisition news, “This transaction is a compelling live market opportunity that brings together two organisations with complementary strengths and common values. Enstar and our partners at Sixth Street are committed to working alongside AF Group as it executes its strategic plans.

“Our balance sheet strength, asset and liability management expertise, and strong financial strength ratings provide a solid platform for AF Group’s future, while enabling us to expand our offering of both prospective and retrospective insurance solutions.”

Lisa Corless, AF Group’s President and Chief Executive Officer, said, “This transaction combines our expertise, underwriting discipline and people-first culture with Enstar’s proven market experience and financial strength.

“Aligned with our core offerings and strong commitment to customer-centred service, this partnership will support continuity for agent partners, policyholders, and clients, and will enable us to build on our foundation of excellence.”

Corless added, “We are grateful to Blue Cross Blue Shield of Michigan for a successful 32-year journey together and look forward to our continued success and future opportunities under Enstar’s ownership.”

Tricia Keith, president and CEO of Blue Cross Blue Shield of Michigan, noted, “AF Group has grown and expanded to a point where it needs to be aligned with a parent organisation that has the potential to take it to even greater heights of success.

“Blue Cross’s primary mission is focused on providing our customer groups and members with access to affordable, innovative products that improve their care and health.

“As upstream health care costs continue to rise and put pressure on health insurance affordability, this agreement strengthens the financial foundation that allows us to continue fulfilling that mission.”

Readers may recall that Enstar itself was acquired by Sixth Street in a $5.1 billion transaction back in 2024, with Liberty Strategic Capital, J.C. Flowers & Co. LLC, and other institutional investors participating in the deal.

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The creation of Scaur Hill Re Ltd. is a particular development as it marks the first time Enstar has used a managed ILS structure it owns to directly transfer risk to investors.

While Enstar has a history of collaboration with third-party capital through ventures like Aligned Re, Kayla Re and Enhanzed Re, this is the first time it has ceded a portion of its risk to a structure of this kind to be backed by outside investors, Artemis reported.

A Bermuda-based collateralized insurer class of company, Scaur Hill Re Ltd. has been established to be used as a sidecar structure, through which Enstar can cede risk to investors.

The structure will be issuing shares or notes to enable the company to allocate to different series opportunities.

The $300 million cession features a vertical slice of a large, legacy transaction that Enstar had previously entered into. This transaction is both large and diversified and a 10% slice of it has been ceded to the sidecar, presumably on a quota share basis.

The diversified legacy transaction that Scaur Hill Re now supports a slice of, is a longer-tailed casualty arrangement, making the structure the latest casualty sidecar reinsurer to be launched.

Enstar will continue to manage the assets related to the risk ceded, with a performance based fee system in place to ensure alignment between the company and the investors.

This initial transaction also provides investors with exit opportunities at pre-specified pricing, as well as with an optional commutation at year 7 and a mandatory exit at year 10.

The launch of Scaur Hill Re Ltd. indicates a new phase in Enstar’s use of ILS techniques and its relationship with third-party capital, as noted by our sister publication Artemis.

You can find details of numerous reinsurance sidecar investments and transactions in Artemis’ directory of collateralized reinsurance sidecars transactions.

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In partnership with Swiss Re, the 2025 Reinsurance News Legacy Market Roundtable report is now available to download for free.

On the day, leaders and experts representing buyers, sellers, brokers, legal, and advisory entities contributed to a lively debate which explored all corners of the legacy world.

Macro trends were discussed, as was the M&A landscape, and the need to improve the perception of legacy and boost awareness of the solutions on offer as focus turns to capital, organisational, and strategic optimisation.

Roundtable participants also discussed the fact that more recent underwriting years increasingly feature in legacy, or run-off opportunities, noting that the client base has changed over the years as buyers of retrospective solutions now seek capital relief and not just reserve protection.

A key theme of the day was longer-term partnerships and the potential for repeatability in the legacy market, as experts explored syndication and ways to improve transaction speed.

The regulatory landscape was another hot topic during the thought-provoking discussion, and participants debated regulatory scrutiny and hurdles, as well as the opportunities these shifts present.

For this year’s Legacy Market Roundtable, we were joined by the following participants from across the legacy sector:

• Janic Schilling, Head of Legacy Origination, Swiss Re.
• Barry Gale, Head of Legacy, Aon.
• Andy Ward, Partner, PwC.
• Jennifer Lejeune, Chief Executive Officer, AXA Liabilities Manager.
• Zsolt Szalkai, Managing Director, Head of M&A, Marco Capital.
• James Dickerson, Capital Advisory, Head of Retrospective Reinsurance & Legacy Solutions, Lockton Re.
• Andy Rothseid, Global Chairman of Retrospective Solutions, Gallagher Re.
• Kevin Gill, Chairman, IRLA.
• Nick Crossley, EU Chief Executive Officer, Enstar.
• Wynne Lawrence, Partner, Clyde & Co.
• Georg Rindermann, Head of Legacy, Allianz Re.

Download your copy of the 2025 Reinsurance News Legacy Market Roundtable here.

Thank you to Swiss Re for supporting our first Legacy Market Roundtable. We also want to thank all the participants for bringing such thoughtful insights and making the discussion truly engaging. We appreciate your time and contributions.

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The acquisition was initially announced in July 2024, with Liberty Strategic Capital, J.C. Flowers & Co. LLC, and other institutional investors participating in the transaction.

Enstar shareholders approved the deal at the company’s Special General Meeting of Shareholders on November 6, 2024.

Dominic Silvester, CEO of Enstar, said, “This is a major moment for Enstar as we begin our next chapter as a private company.

“Together with Sixth Street, we will build on our position as a leading global (re)insurance group, delivering innovative solutions to our partners and maintaining our competitive advantage. I’d like to thank our employees, past and present, whose contributions have been instrumental to achieving this milestone.”

Michael Muscolino, Co-Founder and Partner at Sixth Street, added, “Enstar is a compelling company with a robust business model and an exceptional management team.

“We are thrilled to reach this milestone and look forward to partnering with Dominic and the rest of the Enstar team to help them execute on their existing strategy.”

Following the closing of the acquisition, Enstar notified The Nasdaq Stock Market, LLC (NASDAQ) of its intention to voluntarily withdraw its depositary shares from listing on NASDAQ and registration pursuant to Section 12(b) of the Securities Exchange Act of 1934.

Enstar expects to file a Form 25 Notification of Delisting with the Securities and Exchange Commission on or around July 14, 2025. The company does not plan to list or register the depositary shares on another national securities exchange or for quotation of the depositary shares in a quotation medium.

Goldman Sachs & Co. LLC acted as financial advisor to Enstar, with Paul, Weiss, Rifkind, Wharton & Garrison LLP and Hogan Lovells US LLP serving as legal advisors.

Ardea Partners LP, Barclays PLC, and J.P. Morgan Securities LLC acted as financial advisors to Sixth Street, while Simpson Thacher & Bartlett LLP, Debevoise & Plimpton LLP, and Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors.

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The transaction was completed following the receipt of regulatory approvals and satisfaction of various other closing conditions.

The LPT agreement covers a portfolio of reinsurance segment reserves predominantly attributable to casualty portfolios related to 2021 and prior underwriting years.

The agreement covers reinsurance segment reserves of $3.1 billion at September 30th, 2024, and is a 75% quota share, with AXIS retroceding $2.3 billion of reinsurance segment reserves to Enstar.

The LPT agreement was provided by Enstar’s wholly owned subsidiary, Cavello Bay Reinsurance Limited.

It was previously reported that Bermuda-domiciled AXIS expects to recognise an approximate $60 million benefit from the excess of reserves ceded over the next several years, according to the payment patterns of these reserves.

Additionally, as earlier reported, AXIS will also maintain claims control for the covered reserves subject to certain administrative rights of Enstar.

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Under the terms of the loss portfolio transfer (LPT) agreement, Atrium Syndicate 609 reportedly ceded net loss reserves of approximately $196 million to Enstar’s Syndicate 2008. The reinsurance relates to business underwritten in 2023 and prior years of account, with all claims handling transferring to Syndicate 2008.

Enstar noted that the transaction was completed after regulatory approvals and the satisfaction of various other closing conditions.

Back when it was first announced, Dominic Silvester, Enstar CEO, commented, “We are pleased to deliver a legacy solution for the Atrium team, with whom we maintain a strong relationship and partnership. This transaction allows us to apply our specialist claims handling capabilities and bespoke solution approach to a portfolio in the Lloyd’s marketplace.”

John Fowle, Atrium’s CEO, said, “We are pleased to be working in partnership with our long-standing colleagues at Enstar to address legacy business.

“This transaction bolsters Atrium’s ability to continue delivering solutions to our brokers and clients in the lines of business where our expertise is truly valued. We appreciate Enstar’s support and would also like to thank Gallagher Re and Willkie for their advice.”

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This LPT transaction involves Atrium Syndicate 609’s discontinued portfolios, comprised of marine treaty reinsurance, property treaty reinsurance, and US contractors general liability.

Under the terms of the agreement, Syndicate 609, managed by Atrium Underwriters Limited, will cede net loss reserves of around $196 million, based on Atrium’s carried reserves as at Q3 2024, to Enstar’s Syndicate 2008, which is managed by Enstar Managing Agency Limited.

The transaction, which sees all claims handling transfer to Syndicate 2008, is expected to close in the first quarter of this year and remains subject to the receipt of regulatory approvals and satisfaction of other customary closing conditions.

“We are pleased to deliver a legacy solution for the Atrium team, with whom we maintain a strong relationship and partnership. This transaction allows us to apply our specialist claims handling capabilities and bespoke solution approach to a portfolio in the Lloyd’s marketplace,” said Dominic Silvester, Enstar Chief Executive Officer (CEO).

John Fowle, Atrium’s CEO, commented: “We are pleased to be working in partnership with our long-standing colleagues at Enstar to address legacy business. This transaction bolsters Atrium’s ability to continue delivering solutions to our brokers and clients in the lines of business where our expertise is truly valued. We appreciate Enstar’s support and would also like to thank Gallagher Re and Willkie for their advice.”

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Enstar’s subsidiary, Cavello Bay Reinsurance Limited will handle both transactions.

As previously reported, under the terms of the ADC agreement, Enstar’s subsidiary has provided $75 million of limit in excess of the existing $160 million ADC reinsurance coverage provided to such subsidiaries of James River by State National Insurance Company, Inc. earlier this year.

The deal further protects against future adverse reserve development for certain US casualty exposures within James River’s Excess & Surplus Lines segment for accident years 2010 to 2023.

Enstar’s subsidiary will also close the previously announced additional $12.5 million investment in James River common stock.

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This agreement sees AXIS retrocede to Enstar $2.3 billion of reinsurance segment reserves, covering predominantly casualty portfolios related to 2021 and prior underwriting years totalling $3.1 billion at September 30th.

Enstar’s wholly owned subsidiary, Cavello Bay Reinsurance Limited, will provide the LPT agreement, which is expected to close in the first half of 2025, subject to regulatory approvals and other customary conditions.

Bermuda-based AXIS expects to recognise an approximate $60 million benefit from the excess of reserves ceded over the next several years, according to the payment patterns of these reserves.

AXIS will also maintain claims control for the covered reserves subject to certain administrative rights of Enstar.

Vince Tizzio, President and Chief Executive Officer (CEO), AXIS, commented, “This transaction aligns our balance sheet with our previously stated underwriting strategy of leaning into our specialty insurance business.

“Furthermore, we continue to be focused on advancing the strategic priorities laid out at our Investor Day in May of driving organic growth, reinvesting in the business, and managing our capital for the benefit of shareholders. We are pleased to be partnering with Enstar in advancing our strategic priorities.”

Dominic Silvester, CEO, Enstar, added, “This transaction showcases Enstar’s market-leading position and, being the largest loss portfolio transfer announced in the industry so far this year, it is another example of our ability to deliver significant reinsurance solutions to our global clients. We look forward to building a lasting partnership with AXIS, a leading provider of specialty lines insurance and reinsurance.”

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Under the terms of the agreement, Enstar will provide the $75 million of limit in excess of the existing $160 million ADC reinsurance coverage provided to such subsidiaries of James River by State National Insurance Company, Inc. earlier this year.

The deal further protects against future adverse reserve development for certain U.S. casualty exposures within James River’s Excess & Surplus (E&S) Lines segment for accident years 2010 to 2023.

Enstar’s subsidiary will also make a $12.5 million investment in James River common stock.

The completion of this transaction remains subject to regulatory approval and satisfaction of other customary closing conditions.

David Ni, Chief Strategy Officer, Enstar, commented, “We are pleased to work with James River on a bespoke solution that further de-risks their balance sheet and provides equity capital to take advantage of the robust E&S market.”

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