Enstar to Acquire AF Group From Blue Cross

Cleary Gottlieb is representing long-standing client Sixth Street and Enstar, a leading global insurance and reinsurance group backed by investment vehicles managed by affiliates of Sixth Street, in connection with the acquisition of 100% of the shares of Accident Fund Holdings Inc. (AF Group) from Blue Cross Blue Shield of Michigan (Blue Cross).

The transaction was announced on February 13, 2026, and is expected to complete in the second half of 2026 upon receipt of regulatory approvals and satisfaction of various other closing conditions.

Headquartered in Lansing, Michigan, AF Group has been a premier provider of innovative insurance solutions through its affiliate brands for more than a century. Since its acquisition by Blue Cross in 1994, the organization has strengthened its position in the U.S. property and casualty market and now delivers commercial and specialty insurance solutions in all 50 states, backed by a long-standing record of disciplined underwriting and profitability, with consolidated gross written premium of $3.3 billion in 2025.

Upon completion of the transaction, AF Group will become a wholly owned subsidiary of Enstar and operate largely as a standalone company, supported by Enstar. AF Group is expected to operate under its existing leadership team, continuing its commitment to delivering exceptional service whilst benefitting from the scale, network and expertise of Enstar and its investor group, including its partnership with Sixth Street. Sixth Street is a premier strategic partner to leading insurance companies and this transaction continues the expansion of Sixth Street’s investment footprint.

For more information, please see the press release.

The Cleary private equity M&A team includes partners Mike James and Chris Gollop and associate Alexandra Dawson. The funds team includes partners Liza Lenas and Alex Argyris and private funds resource lawyer Noah Danielson. Partners Jeremy Calsyn and Steven Kaiser and associate Benjamin Fridman are advising on antitrust matters. Partner Susanna Parker and associate Adrianna Duggan are advising on tax matters.