EX-99.2
Published on November 24, 2014
RenaissanceRe Holdings Ltd.
RenaissanceRe Agreed Acquisition of
Platinum Underwriters
Investor Presentation
November 24, 2014
Exhibit 99.2 |
2
Disclaimer
Information set forth in this presentation, including financial estimates and
statements as to the expected timing, completion and effects of the
proposed acquisition (the Acquisition) of Platinum Underwriters Holdings, Ltd.
(Platinum) by RenaissanceRe Holdings Ltd. (RenaissanceRe or
RenRe) may be considered "forward-looking. These statements are subject to
risks and uncertainties that could cause actual results to differ from those set forth in or
implied by such forward-looking statements. Such estimates and statements include, but are not limited to, statements
concerning the benefits of the Acquisition, including future financial and operating results, the
combined companys plans, objectives, expectations and intentions, and other statements
that are not statements of historical fact. Such statements are based upon the current beliefs and expectations
of the management of RenRe and are subject to significant risks and uncertainties outside of our
control.
Among the risks and uncertainties that could cause actual results to differ from those described in
the forward-looking statements include, but are not limited to the occurrence of any event,
change or other circumstances that could give rise to the termination of the merger agreement; the
inability to obtain Platinums shareholder approval or the failure to satisfy other conditions to
completion of the merger, including receipt of regulatory approvals; risks that the proposed
transaction disrupts each companys current plans and operations; the ability to retain key personnel; the ability to
recognize the benefits of the merger; the amount of the costs, fees, expenses and charges related to
the merger; the frequency and severity of catastrophic and other events; uncertainties in the
companies reserving processes; the lowering or loss of any of the financial strength, claims
paying or enterprise wide risk management ratings of either company or their respective subsidiaries
or joint ventures; risks associated with appropriately modeling, pricing for, and contractually
addressing new or potential factors in loss emergence; risks that the companies might be
bound to policyholder obligations beyond their underwriting intent; risks due to the companies
reliance on a small and decreasing number of reinsurance brokers and other distribution
services; risks relating to operating in a highly competitive environment; risks relating to deteriorating
market conditions; the risk that the companies customers may fail to make premium payments due
to them; the risk of failures of the companies reinsurers, brokers or other
counterparties to honor their obligations to the companies; a contention by the Internal Revenue Service that
Renaissance Reinsurance Ltd., Platinum Underwriters Bermuda, Ltd. or any of the companies other
Bermuda subsidiaries, is subject to U.S. taxation; other risks relating to potential adverse
tax developments; risks relating to adverse legislative developments; risks associated with the
companies investment portfolios; changes in economic conditions or inflation; and other factors
affecting future results disclosed in RenaissanceRes and Platinums filings with the
SEC, including its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q.
Discussions of additional risks and uncertainties are contained in Platinums and RenRes
filings with the Securities and Exchange Commission. Neither Platinum nor RenRe is under any
obligation, and each expressly disclaims any such obligation, to update, alter or otherwise revise any
forward-looking statements, whether written or oral, that may be made from time to time, whether
as a result of new information, future events or otherwise. Persons reading this presentation
are cautioned not to place undue reliance on these forward-looking statements which speak only as of
the date hereof.
|
3
Transaction highlights
Benefits our clients
Accelerates growth of U.S. platform
Efficiencies in property portfolio
Increases operating leverage and capital efficiency
Accretive to shareholders
Integrates well with our risk management culture |
4
Key transaction features
(1)
Based
on
RenRes
average
daily
volume
weighted
average
price
for
the
20
trading
days
ending
11/21/2014
of
$101.48
(2)
Based on 25.33MM net fully diluted Platinum shares as of 9/30/2014
(3)
Multiple based on Platinums fully converted book value per common share as
of 9/30/2014 (per Platinums 9/30/2014 Financial Supplement) (4)
Subject to proration
Transaction Structure
Acquisition of Platinum Underwriters Holdings, Ltd. (Platinum) by
RenaissanceRe Holdings Ltd. (RenaissanceRe
or RenRe) in a cash and stock transaction
Value
$76.00 per Platinum share
(1)
$1.9Bn transaction equity value
(1) (2)
1.13x Platinum BVPS as of 9/30/2014
(3)
24% premium to Platinum closing price of $61.27 on 11/21/2014
Consideration Mix
Aggregate consideration mix of approximately 39.5% stock and 60.5% cash to
Platinum shareholders, including on a per share basis:
$10.00 per share special pre-closing dividend of cash, and
Election to receive
(4)
(i) $66.00 in cash, (ii) 0.6504 RenaissanceRe shares, or (iii)
0.2960 RenaissanceRe shares and $35.96 in cash
Financing
$1.2Bn aggregate cash consideration, funded by special pre-closing dividend by
Platinum, new senior debt issuance and RenaissanceRe available funds
Required Approvals
Customary regulatory approvals
Approval of Platinum shareholders
Timing
Expected closing in first six months of 2015
Management / Board
RenaissanceRe management and Board of Directors to remain in place
|
5
Detail on transaction consideration
Total Consideration to Platinum
$MM
Per Share
(1)
Cash Dividend
253
$10.00
Other Cash
911
$35.96
Total Cash
1,164
$45.96
Stock
761
$30.04
Total Consideration
1,925
$76.00
Other Cash
Stock
(1)
Based on 25.33MM net fully diluted Platinum shares as of 9/30/2014
(2)
RenRes
average
daily
volume
weighted
average
price
for
the
20
trading
days
ending
11/21/2014
B
A
B
A
New Senior Debt Issuance ($MM)
300
RenaissanceRe
Available Funds ($MM)
611
Total Value ($MM)
911
Other
Cash
Per
Platinum
Share
($)
(1)
$35.96
RenaissanceRe
Shares Issued (MM)
7.50
RenaissanceRe
Share
Price
($)
(2)
$101.48
Total Value ($MM)
761
Stock
Per
Platinum
Share
($)
(1)
$30.04
RenaissanceRe
Share Per Platinum Share
0.2960 |
6
RenaissanceRe overview
Headquarters:
Bermuda
Employees:
285
(as
of
9/30/2014)
Financial Strength Ratings:
S&P: AA-
/ A+
A.M. Best: A+ / A
Products:
Property catastrophe reinsurance
Casualty and specialty reinsurance
Third party capital management
Corporate Structure:
Principal operating subsidiaries in
Bermuda, U.S. and at Lloyds
Listed
on
NYSE;
market
cap:
$3.9Bn
(4)
History:
Formed in 1993
Key Financial Highlights
$MM
2012
2013
9M14
GPW
1,552
1,605
1,418
NPW
1,103
1,204
956
Operating
Income
(1)
402
631
329
Operating
ROE
(%)
(1)
12.6
19.4
12.9
(2)
Combined Ratio (%)
58
44
56
Cash & Investments
6,660
7,230
7,032
Common Equity
3,103
3,504
3,336
Property
Cat.
Reins.
60%
Casualty
and
Specialty
Reins.
22%
Lloyd's
18%
Business Mix
LTM
(3)
GPW: $1,502MM
(1)
See AppendixComments on Regulation G for a reconciliation of non-GAAP financial
measures
(2)
Annualized
(3)
Trailing last twelve months as of 9/30/2014
(4)
Market close as of 11/21/2014; based on basic common shares outstanding as of 11/3/2014 as reported in
the 3Q14 10-Q
|
7
RenaissanceRe Strategy:
Acquisition is consistent with our strategy
Competitive
advantages:
Superior customer
relationships
Superior capital
management
Superior risk selection
Superior portfolio
Well-structured risk
Most efficient capital
matched
with
Acquisition Benefits:
Larger combined U.S. platform
Expands client base and
product offering
Provides strong counterparty
for Platinum clients
Integrates well with our risk
management culture
Complementary portfolio and
capabilities
Combines two strong
underwriting platforms
Greater diversification
reduces required capital on a
combined basis
Apply RenaissanceRe risk &
capital frameworks
Apply RenaissanceRe ceded
and third party capital
strategies |
8
Platinum overview
Headquarters:
Bermuda
Employees:
123
(as
of
9/30/2014)
Financial Strength Ratings:
Products:
Corporate Structure:
History:
Key Financial Highlights
(1)
$MM
2012
2013
9M14
GPW
570
580
394
NPW
565
567
380
Operating Income
(2)
247
204
128
Operating ROE (%)
(2)
13.8
11.2
9.9
(3)
Combined Ratio (%)
63
63
70
Cash & Investments
3,948
3,492
3,279
Common Equity
1,895
1,747
1,697
Property
Cat.
Reins.
21%
Casualty
and
Specialty
Reins.
58%
Property
Other
21%
Business Mix
LTM
(4)
GPW: $544MM
S&P: A-
A.M. Best: A
100% property and casualty reinsurance
Principal operating subsidiaries in U.S. and
Bermuda
Listed on NYSE; market cap: $1.5Bn
(5)
Formed in 2002; RenRe invested in IPO
(1)
Platinum metrics as disclosed in Platinums 9/30/2014 and 12/31/2013 Financial Supplements
(2)
See AppendixComments on Regulation G for a reconciliation of non-GAAP financial
measures
(3)
Annualized
(4)
Trailing last twelve months as of 9/30/2014
(5)
Market close as of 11/21/2014; based on basic common shares outstanding as of 10/16/2014 as reported
in the 3Q14 10-Q
|
9
Key transaction benefits
Benefits our
clients
Applies core strengths to a broader client base
Expands market presence and product offerings
Enhances our flexibility to deploy capacity
Accelerates
growth of U.S.
platform
Expands domestic client base
Platinums portfolio is complementary to our existing business
Enhanced expertise and local market presence
Efficiencies in
property portfolio
Plan to retain the Platinum Bermuda portfolio
Implement
Renaissance
Exposure
Management
System
(REMS
©)
Utilize third party capital, ceded strategies and multiple balance sheets
Industry leading proprietary modeling and scientific resources
1
2
3 |
10
Key transaction benefits (continued)
Increases
operating leverage
and capital
efficiency
Reduces required capital on a combined basis
Enhanced capital flexibility from a larger, more diversified business
Meaningful cost savings from combination and integration of businesses
Accretive to
shareholders
Expected
to
be
accretive
to
book
value
per
share,
earnings
per
share
and
ROE
Maintain substantial financial strength and flexibility
Integrates well
with our risk
management
culture
Well underwritten book of business in markets we know and understand
Apply unified risk management across the business
Strong cultural compatibility and historical relationship
4
5
6 |
11
Increased product offering and market presence
Standalone RenRe
(LTM
(2)
GPW)
Pro Forma RenRe
(LTM
(2)
GPW)
Standalone Platinum
(1)
(LTM
(2)
GPW)
(3)
(1)
Platinum metrics as disclosed in Platinums 9/30/2014 and 12/31/2013 Financial
Supplements (2)
Trailing last twelve months as of 9/30/2014
(3)
Based on transaction financing including $0.76Bn stock and $0.30Bn new senior debt
issuance and assumed Platinum debt of $0.25Bn (1)
(1)
Property Cat.
Reins.
60%
Casualty and
Specialty
Reins.
22%
Lloyd's
18%
Property Cat.
Reins.
21%
Casualty and
Specialty
Reins.
58%
Property Other
21%
Property Cat.
Reins.
50%
Casualty and
Specialty
Reins.
31%
Lloyd's
13%
Property Other
6%
1.5
0.5
2.0
RenRe
Platinum
Pro Forma
LTM GPW
(2)
$Bn
4.0
1.9
5.3
RenRe
Platinum
Pro Forma
3Q14 Total Capital
$Bn |
12
Accelerates growth of our U.S. platform
Bermuda
U.S.
London
Business
Property cat
Casualty & specialty
Property, casualty
and specialty
Property, casualty and
specialty re/insurance
Offices
Hamilton
Connecticut
London
People
135 employees
8 employees
(1)
76 employees
Balance sheet
RRL, RSRL
JV balance sheets
RSUSL
Lloyds cover holder
Lloyds Syndicate 1458
Ratings
(S&P / AM Best)
RRL: AA-
/ A+
RSRL: A+ / A
NR / A
A+ / A
(2)
Notes:
General: RenaissanceRe Singapore and Dublin branches not shown (headcount
excluded); Bermuda and U.S. offices are exclusively reinsurance (1)
RenaissanceRe U.S. headcount excludes Weather Predict
(2)
London ratings represent Lloyds Overall Market Ratings
(3)
Platinum detail as disclosed in Platinums SEC filings
Business
Property
International casualty
& specialty
Casualty and
specialty, and
property per risk
Offices
Hamilton
Connecticut, New
York, Chicago
People
37 employees
86 employees
Balance sheet
Platinum Bermuda
Platinum U.S.
Ratings
(S&P / AM Best)
A-
/ A
A-
/ A
RenaissanceRe
Platinum
(3) |
13
Capital and expense efficiencies
Capital efficiencies
Reduces required capital for combined underwriting portfolios
Transaction financing is efficient
Prudent use of financial leverage reduces cost of capital
Cash portion of transaction financed through excess capital
We believe that our pro forma excess capital position will remain
substantial Improved operating leverage
Approximately $30MM of run-rate annual cost savings
Integration plan
Expect
to
complete
in
12
18
months
Approximately $30MM of one-time costs expected
Maintain RenaissanceRe headquarters in Bermuda and Platinums offices in New
York and Chicago |
14
$ in billions
3Q14 Metrics
RenaissanceRe
Platinum
(1)
Pro Forma
Cash and Investment Assets
7.0
3.3
9.4
Total Assets
8.4
3.7
11.4
Shareholders
Equity
3.7
1.7
4.5
Total Capital
(2)
4.0
1.9
5.3
Debt / Capital (%)
6.3%
12.8%
15.1%
BVPS
$85.78
$67.01
(3)
$88.32
Accretion / (Dilution)
3.0%
TBVPS
(4)
$84.90
$67.01
(3)
$82.66
Accretion / (Dilution)
(2.6%)
Substantial pro forma financial strength and
flexibility
(1)
Platinum metrics as disclosed in Platinums 9/30/2014 Financial
Supplement (2)
Includes common equity, preferred equity and debt
(3)
Fully converted basis
(4)
See
AppendixComments
on
Regulation
G
for
a
reconciliation
of
non-GAAP
financial
measures |
15
Conclusion
Benefits our clients
Accelerates growth of U.S. platform
Efficiencies in property portfolio
Increases operating leverage and capital efficiency
Accretive to shareholders
Integrates well with our risk management culture |
RenaissanceRe Holdings Ltd.
Appendix |
17
Pro forma balance sheet (9/30/14)
(4)
(1)
Platinum metrics as disclosed in Platinums 9/30/2014 Financial
Supplement (2)
Excludes purchase accounting adjustments and transaction fees
(3)
See
AppendixComments
on
Regulation
G
for
a
reconciliation
of
non-GAAP
financial
measures
(4)
At September 30, 2014, goodwill and other intangibles included $26.1 million of
goodwill and other intangibles included in investments in other ventures, under equity method
(5)
Platinum book value per share presented on a fully converted basis (per
Platinums 9/30/2014 Financial Supplement) ($ in millions)
RenaissanceRe
Platinum
(1)
Transaction
Pro Forma
(9/30/14)
(9/30/14)
Eliminations
Adjustments
(2)
Consolidated
Assets
Total investments
$ 6,731
$ 1,940
$ -
$ -
$ 8,672
Cash and cash equivalents
301
1,339
-
(864)
776
Goodwill and other intangibles
8
-
-
228
236
Other assets
1,317
407
-
-
1,724
Total assets
$ 8,357
$ 3,686
$ -
$ (636)
$ 11,408
Liabilities
Reserve for claims and claim expenses
$ 1,533
$ 1,498
$ -
$ -
$ 3,031
Other liabilities
1,748
241
-
-
1,989
Debt
249
250
-
300
799
Total liabilites
$ 3,530
$ 1,990
$ -
$ 300
$ 5,819
Redeemable noncontrolling interest
1,091
-
-
-
1,091
Preference shares
400
-
-
-
400
Total common shareholders' equity
$ 3,336
$ 1,697
$ (1,697)
$ 761
$ 4,097
Total tangible common shareholders' equity
(3)
3,302
1,697
(1,697)
533
3,834
Book value per common share
(3) (5)
$ 85.78
$ 67.01
$ 88.32
Tangible book value per common share
(3)
$ 84.90
$ 67.01
$ 82.66
Total capital
$ 3,985
$ 1,947
$ 5,296
Total debt to total capitalization
6.3%
12.8%
15.1% |
18
Additional information about the proposed merger
and where to find It
This
presentation
relates
to
a
proposed
merger
between
RenRe
and
Platinum
that
will
become
the
subject
of
a
registration statement on Form S-4, which will include a proxy
statement/prospectus, to be filed with the U.S. Securities and Exchange
Commission (the SEC) that will provide full details of the proposed merger and the
attendant benefits and risks. This presentation is not a substitute for the
proxy statement/prospectus or any other document that RenRe or Platinum may
file with the SEC or that Platinum may send to its shareholders in connection
with the proposed merger. Investors and Platinum security holders are urged
to read the registration statement on Form S-4, including the definitive
proxy statement/prospectus, and all other relevant documents filed with the SEC
or sent to Platinum shareholders as they become available because they will contain
important information about the proposed merger. All documents, when
filed, will be available free of charge at the SECs website (www.sec.gov).
You may also obtain documents filed by RenaissanceRe with the SEC by contacting
RenaissanceRes Legal Department
at
RenaissanceRe
Holdings
Ltd.,
Renaissance
House,
12
Crow
Lane,
Pembroke
HM
19
Bermuda,
or
via e-mail at investorrelations@renre.com; and you may obtain copies of
documents filed by Platinum with the SEC by contacting Platinums Legal
Department at Platinum Underwriters Holdings, Ltd., Waterloo House, 100 Pitts Bay
Road, Pembroke, Bermuda HM08, or visiting Platinums website at
www.platinumre.com. This communication does not constitute an offer to sell
or the solicitation of an offer to buy any securities or a solicitation of any vote or
approval. |
19
Participants in the solicitation
RenaissanceRe, Platinum and their respective directors and executive officers may
be deemed to be participants in any
solicitation
of
proxies
in
connection
with
the
proposed
merger.
Information
about
RenaissanceRes
directors
and
executive officers is available in RenaissanceRes proxy statement dated April
10, 2014 for its 2014 Annual General Meeting
of
Shareholders.
Information
about
Platinums
directors
and
executive
officers
is
available
in
Platinums
proxy
statement
dated
March
21,
2014
for
its
2014
Annual
General
Meeting
of
Shareholders.
Other
information
regarding the participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant materials to be filed with
the
SEC
regarding
the
merger
when
they
become
available.
Investors
should
read
the
proxy
statement/prospectus
carefully when it becomes available before making any voting or investment
decisions. |
20
Comments on Regulation G
This presentation includes certain non-GAAP financial measures relating to
RenRe within the meaning of Regulation G
including,
"operating
income",
operating
ROE,
tangible
common
shareholders
equity
and
tangible
book
value
per common share. Definitions of such measures and a reconciliation of these
measures to the most comparable GAAP
figures
in
accordance
with
Regulation
G
is
available,
for
operating
income,
operating
ROE
and
tangible
book value per common share, in RenRes 9/30/14 and 12/31/13 Financial
Supplements, which are located on RenRes website www.renre.com under
Investor Information/Financial Reports, and for tangible common
shareholders
equity
is set forth below.
Set
forth
below
is
a
reconciliation
of
total
common
shareholders
equity
to
total
tangible
common
shareholders
equity.
This
measurement
is
defined
as
total
common
shareholders
equity
excluding
goodwill
and
intangible
assets.
RenRes
management
believes
that
total
tangible
common
shareholders
equity
is
important
to
investors
and
other
interested persons and is a useful measure of corporate performance.
RenaissanceRe Holdings Ltd.
Reconciliation of Total Common Shareholders' Equity to Total Tangible Common Shareholders'
Equity (in thousands of U.S. dollars)
Sept. 30,
2014
Dec. 31,
2013
Dec. 31,
2012
Total common shareholders' equity
3,335,860
$
3,504,384
$
3,103,065
$
Less:
7,954
8,111
8,486
26,122
29,213
30,395
Total tangible common shareholders' equity
3,301,784
$
3,467,060
$
3,064,184
$
Goodwill and other intangibles
Goodwill and other intangibles included in investment
in other ventures, under equity method |
21
Comments on Regulation G (continued)
This presentation also includes certain non-GAAP financial measures relating to
Platinum within the meaning of Regulation G including "operating
income, "operating ROE, tangible common shareholders
equity
and tangible book value per common share.
A reconciliation of these measures to the most
comparable GAAP figures in accordance with Regulation G is available, for
operating income, in Platinums 9/30/14 and 12/31/13
Financial Supplements, which are located on Platinum's website
www.platinumre.com
or,
for
"operating
ROE,
tangible
common
shareholders
equity
and
tangible
book
value per common share, is set forth below.
As discussed above, the reconciliation of operating income
to net income
is set forth in Platinums
9/30/14
and
12/31/13
Financial
Supplements.
Set
forth
below
is
a
calculation
of
Platinums
operating
ROE
for the applicable periods based on the information provided in Platinums
9/30/14 and 12/31/13 Financial Supplements.
Platinum Underwriting Holdings Ltd.
Calculation of Operating ROE
(in thousands of U.S. dollars)
Sept. 30,
2014
Dec. 31,
2013
Dec. 31,
2012
Net Operating Income
(1)
127,820
$
204,416
$
246,851
$
Total Average Common Shareholders' Equity
(2)
1,721,678
1,820,621
1,792,697
Operating ROE
9.9%
(3)
11.2%
13.8%
(1)
As provided in Platinums 9/30/14 and 12/31/13 Financial Supplements, net operating income is a
non-GAAP financial measure as defined by Regulation G and represents net income after taxes
excluding net realized gains and losses on investments, net impairment losses on investments and net foreign currency exchange
gains and losses
(2)
Based on the average of Platinums beginning of period and end of period Common
Shareholders Equity
(3)
Annualized
|
22
Comments on Regulation G (continued)
Tangible Book Value Per Common Share
Platinums
tangible
book
value
per
common
share
as
of
the
end
of
the
applicable
periods
as
set
forth
in
this
presentation
is
identical
to
Platinums
book
value
per
common
share
(which
is
the
most
directly
comparable
GAAP
measure)
as
of
the
end
of
such
periods.
Thus,
no
reconciliation
is
provided.
Tangible Common Shareholders
Equity
Similarly, Platinums tangible common shareholders
equity
as of the end of the applicable periods as set forth in this
presentation
is
identical
to
Platinums
common
shareholders
equity
(which
is
the
most
directly
comparable
GAAP
measure)
as
of
the
end
of
such
periods.
Thus,
no
reconciliation
is
provided. |
23
RenaissanceRe Holdings Ltd.
Renaissance House
12 Crow Lane
Pembroke HM19
Bermuda
www.renre.com |