Enstar Announces Acquisition of AF Group to Expand U.S. Property and Casualty Insurance and Workers’ Compensation Platform

HAMILTON, Bermuda — February 13, 2026

Executive Summary

Enstar Group Limited has entered into a definitive agreement to acquire 100 percent of Accident Fund Holdings, Inc. from Blue Cross Blue Shield of Michigan, marking a significant expansion of Enstar’s U.S. property and casualty insurance platform. The transaction brings together Enstar’s global reinsurance capabilities and balance sheet strength with AF Group’s long-established commercial and specialty insurance operations, including workers’ compensation coverage across all 50 states. AF Group generated consolidated gross written premium of approximately $3.3 billion in 2025. Upon completion, AF Group will operate as a wholly owned subsidiary of Enstar and is expected to continue under its existing leadership team. The transaction remains subject to regulatory approvals and other customary closing conditions and is anticipated to close in the second half of 2026.

Announcement Overview

Enstar Group Limited, a global insurance and reinsurance group headquartered in Bermuda, announced that it has signed a definitive stock purchase agreement to acquire Accident Fund Holdings, Inc., commonly known as AF Group, from Blue Cross Blue Shield of Michigan. The acquisition represents a strategic expansion of Enstar’s insurance platform into additional segments of the U.S. property and casualty market, including workers’ compensation and specialty commercial lines.

AF Group, headquartered in Lansing, Michigan, has operated for more than a century and has established itself as a provider of commercial and specialty insurance solutions distributed through independent agents nationwide. Since being acquired by Blue Cross in 1994, AF Group has broadened its underwriting footprint and strengthened its operating profile, delivering coverage in all 50 states with a consistent emphasis on disciplined underwriting and operational performance.

Enstar stated that the acquisition is intended to combine complementary capabilities across property and casualty insurance, leveraging Enstar’s capital base, asset and liability management expertise, and global insurance infrastructure to support AF Group’s continued growth. The transaction also aligns with Enstar’s broader strategy of expanding its portfolio of prospective and retrospective insurance solutions through targeted acquisitions.

Upon closing, AF Group will operate largely as a standalone company within the Enstar group structure, maintaining its established management team, underwriting philosophy, and customer relationships while benefiting from Enstar’s financial resources and international network.

Key Announcement Details

  • Transaction Form: Definitive stock purchase agreement for the acquisition of 100 percent of the outstanding shares of Accident Fund Holdings, Inc.
  • Acquiring Entity: Enstar Group Limited, a Bermuda-based global insurance and reinsurance group backed by investment vehicles managed by affiliates of Sixth Street
  • Target Entity: Accident Fund Holdings, Inc. (AF Group), a U.S.-based property and casualty insurance holding company
  • Seller: Blue Cross Blue Shield of Michigan
  • Target Headquarters: Lansing, Michigan, United States
  • Target Operating History: More than 100 years of insurance operations
  • Seller Ownership Since: 1994
  • Primary Business Lines: Workers’ compensation insurance, commercial property and casualty insurance, specialty insurance solutions
  • Distribution Model: Independent agent network nationwide
  • Geographic Coverage: All 50 U.S. states
  • 2025 Consolidated Gross Written Premium: Approximately $3.3 billion
  • Strategic Objective: Expansion of Enstar’s U.S. property and casualty insurance platform and diversification of underwriting capabilities
  • Capital Support Framework: Leverage of Enstar’s balance sheet strength and asset and liability management expertise
  • Investor Support: Backed by Sixth Street-managed investment vehicles
  • Post-Closing Ownership Structure: AF Group to become a wholly owned subsidiary of Enstar
  • Operational Structure Post-Closing: Expected to operate largely as a standalone business within the Enstar group
  • Leadership Continuity: AF Group expected to continue under its existing executive management team
  • Financial Consideration: Not publicly disclosed in announcement
  • Regulatory Requirements: Subject to approval from applicable insurance regulatory authorities and other customary regulatory approvals
  • Closing Conditions: Subject to satisfaction of customary closing conditions under the stock purchase agreement
  • Expected Completion Timeline: Second half of 2026
  • Financial Advisers to Enstar: Wells Fargo; Goldman Sachs & Co. LLC; Guy Carpenter Capital & Advisory (division of MMC Securities LLC)
  • Legal Advisers to Enstar: Hogan Lovells; Simpson Thacher & Bartlett LLP; Willkie Farr & Gallagher LLP; Cleary Gottlieb Steen & Hamilton LLP
  • Acquirer Financial Position (as of June 30, 2025): Over $22 billion in total assets; approximately $6.4 billion in shareholders’ equity
  • Acquirer Transaction History: More than 130 completed insurance and reinsurance transactions since formation
  • Flagship Reinsurer Rating: “A” financial strength ratings from AM Best and S&P for Cavello Bay Reinsurance Limited

Strategic Context and Rationale

Enstar’s acquisition of AF Group reflects a continued evolution of its operating model from primarily retrospective reinsurance solutions toward a broader underwriting and insurance platform that includes prospective business. Historically known for legacy portfolio transactions and loss portfolio transfers, Enstar has progressively expanded its footprint into specialty underwriting and insurance operations. The addition of AF Group introduces a scaled U.S. property and casualty franchise with substantial premium volume and established distribution relationships.

AF Group’s $3.3 billion in gross written premium during 2025 places it among significant players in the U.S. workers’ compensation and specialty insurance markets. Workers’ compensation remains a foundational line within the property and casualty sector, characterized by state-level regulatory frameworks, employer-mandated coverage requirements, and disciplined underwriting cycles. AF Group’s longstanding presence and underwriting track record provide Enstar with an operating platform embedded in that regulatory and commercial environment.

Enstar indicated that its balance sheet strength and asset management capabilities will support AF Group’s business while preserving its underwriting discipline. Enstar reported total assets of more than $22 billion and shareholders’ equity of approximately $6.4 billion as of June 30, 2025, underscoring the capital resources available to support the combined platform.

The acquisition also reflects Enstar’s partnership with Sixth Street, a global investment firm that manages investment vehicles backing Enstar. Sixth Street’s involvement provides additional strategic and capital support, reinforcing Enstar’s capacity to pursue transactions of scale within the insurance sector.

Leadership Commentary

Dominic Silvester, Chief Executive Officer of Enstar, described the transaction as an alignment of complementary strengths and shared values. He noted that Enstar and its partners at Sixth Street are committed to supporting AF Group as it executes its strategic plans and continues to serve its agent partners and policyholders. Silvester emphasized Enstar’s balance sheet strength, asset and liability management expertise, and strong financial strength ratings as foundational elements supporting AF Group’s future operations.

Lisa Corless, President and Chief Executive Officer of AF Group, stated that the transaction combines AF Group’s underwriting discipline, operational expertise, and customer-centered culture with Enstar’s market experience and financial strength. She indicated that the partnership is designed to support continuity for agents, policyholders, and clients while building upon AF Group’s existing operating foundation.

Transaction Structure and Advisory Team

Enstar was advised on the transaction by Wells Fargo, Goldman Sachs & Co. LLC, and Guy Carpenter Capital & Advisory, a division of MMC Securities LLC, in financial advisory capacities. Legal counsel was provided by Hogan Lovells, Simpson Thacher & Bartlett LLP, Willkie Farr & Gallagher LLP, and Cleary Gottlieb Steen & Hamilton LLP. The announcement did not disclose the financial consideration for the transaction.

The agreement remains subject to regulatory approvals and other customary closing conditions. Insurance acquisitions of this scale typically require approval from multiple state insurance regulators, reflecting AF Group’s nationwide operating footprint. Enstar indicated that the transaction is expected to close during the second half of 2026.

Industry Implications

The acquisition underscores continued consolidation within the U.S. property and casualty insurance sector, particularly in specialty and workers’ compensation lines. As regulatory complexity, capital requirements, and technology investments increase across the industry, scaled platforms with diversified capital access are positioned to navigate evolving market conditions.

Enstar’s expansion into a larger U.S. commercial insurance presence aligns with broader trends among global reinsurance groups seeking diversified underwriting income streams. The combination of retrospective risk management expertise and prospective underwriting capabilities provides strategic flexibility across market cycles.

For AF Group, the transaction introduces access to Enstar’s global network spanning Bermuda, the United States, the United Kingdom, Continental Europe, and Australia. That geographic footprint, combined with Sixth Street’s capital backing, may support continued investment in underwriting systems, distribution relationships, and product development.

About Enstar Group Limited

Enstar Group Limited is a Bermuda-based global insurance and reinsurance group established in 2001 and headquartered in Hamilton, Bermuda. The company was formed with a focus on acquiring and managing legacy insurance and reinsurance portfolios and has since evolved into a diversified insurance platform providing both retrospective and prospective risk solutions.

Since its formation, Enstar has completed more than 130 insurance and reinsurance transactions, positioning it as one of the most active consolidators of legacy liabilities globally. Its historical transaction activity includes loss portfolio transfers, adverse development covers, whole-company acquisitions, and strategic insurance platform investments across multiple jurisdictions.

As of June 30, 2025, Enstar reported total assets exceeding $22 billion and shareholders’ equity of approximately $6.4 billion. The group’s capital position supports a broad range of reinsurance and insurance obligations across multiple operating subsidiaries.

Enstar’s flagship reinsurer, Cavello Bay Reinsurance Limited, holds financial strength ratings of “A” from both AM Best and S&P Global Ratings. These ratings reflect the group’s capital adequacy, liquidity profile, and enterprise risk management framework.

The group operates through subsidiaries and affiliated companies across Bermuda, the United States, the United Kingdom, Continental Europe, and Australia. Its business lines include legacy portfolio management, structured reinsurance solutions, specialist underwriting operations, and strategic insurance acquisitions. Enstar serves insurers, reinsurers, and corporate clients globally.

Enstar is privately owned and backed by investment vehicles managed by affiliates of Sixth Street, a global investment firm providing long-term capital support. The company’s ownership structure reflects a partnership model between operating management and institutional capital providers.

About Sixth Street

Sixth Street is a global investment firm founded in 2009 that manages more than $125 billion in assets under management and committed capital. The firm deploys long-duration, flexible capital across asset classes through a thematic investment approach designed to support companies at various stages of growth, recapitalization, or strategic transition.

As of October 31, 2025, Sixth Street employed more than 700 team members globally, including over 300 investment professionals. The firm operates across North America, Europe, and Asia, maintaining a global investment platform supported by centralized risk management and data-enabled underwriting capabilities.

Sixth Street invests across sectors including financial services, insurance, healthcare, technology, infrastructure, and real assets. Within financial services and insurance, the firm provides strategic capital to insurance and reinsurance platforms, supporting balance sheet growth, acquisition strategies, capital optimization, and long-term underwriting expansion.

Investment vehicles managed by affiliates of Sixth Street provide capital backing to Enstar Group Limited. That capital support enables Enstar to pursue acquisitions, execute structured reinsurance transactions, and expand underwriting platforms within regulated insurance markets. Sixth Street’s involvement reflects a long-term partnership model rather than short-duration capital deployment.

About AF Group

Accident Fund Holdings, Inc., operating as AF Group, is a Lansing, Michigan-based insurance holding company with more than a century of operating history in the United States property and casualty insurance market. The organization traces its origins to early 20th-century workers’ compensation insurance operations and has evolved into a nationally active specialty insurance platform.

AF Group was acquired by Blue Cross Blue Shield of Michigan in 1994. Under that ownership structure, the company expanded its underwriting footprint, strengthened capital positioning, and broadened distribution through independent agent networks across all 50 U.S. states.

In 2025, AF Group reported consolidated gross written premium of approximately $3.3 billion, reflecting sustained underwriting activity in workers’ compensation and specialty commercial lines. The company’s policies are underwritten by licensed insurer subsidiaries, including Accident Fund Insurance Company of America, operating under state-level insurance regulatory oversight.

AF Group distributes its products through independent agents and brokers nationwide and maintains long-standing relationships with employers, commercial policyholders, and agency partners. Its operating model emphasizes underwriting discipline, actuarial rigor, claims management oversight, regulatory compliance, and capital stewardship within the U.S. property and casualty framework.

The organization’s scale, century-long operating history, and nationwide licensing footprint position it as a significant participant in the U.S. workers’ compensation and specialty commercial insurance markets.

Media Contact

For additional information, visit enstargroup.com, accidentfund.com & sixthstreet.com.

Source Attribution

Source: Company announcement

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