Platinum Underwriters Holdings Ltd
Platinum Underwriters — Merger or Acquisition (November 2014)
23 slides from Platinum Underwriters's merger presentation, Nov 24, 2014
Slide 1: RenaissanceRe Agreed Acquisition of Platinum Underwriters
Exhibit 99.2 RenaissanceRe Holdings Ltd. RenaissanceRe Agreed Acquisition of Platinum Underwriters Investor Presentation November 24, 2014
Slide 2: Disclaimer
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” o
Slide 3: Transaction highlights
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 3
Slide 4: Key transaction features
Key transaction features Acquisition of Platinum Underwriters Holdings, Ltd. (“Platinum”) by RenaissanceRe Transaction Structure Holdings Ltd. (“RenaissanceRe” or “RenRe”) in a cash and stock transaction $76.00 per Platinum share (1) $1.9Bn transaction equity value (1) (2) Value 1.13x Platinum BVPS
Slide 5: Detail on transaction consideration
Detail on transaction consideration A Total Consideration to Platinum Other Cash New Senior Debt Issuance ($MM) 300 $MM Per Share (1) RenaissanceRe Available Funds ($MM) 611 Cash Dividend 253 $10.00 Total Value ($MM) 911 Other Cash Per Platinum Share ($) (1) $35.96 A Other Cash 911 $35.96 B Total Ca
Slide 6: RenaissanceRe overview
RenaissanceRe overview Headquarters: Bermuda Key Financial Highlights Employees: 285 (as of 9/30/2014) $MM 2012 2013 9M’14 GPW 1,552 1,605 1,418 Financial Strength Ratings: NPW 1,103 1,204 956 S&P: AA- / A+ 329 Operating Income (1) 402 631 A.M. Best: A+ / A Operating ROE (%) (1) 12.6 19.4 12.9 (2) P
Slide 7: Acquisition is consistent with our strategy
Acquisition is consistent with our strategy RenaissanceRe Strategy: Superior portfolio …matched Well-structured risk Most efficient capital with… Competitive advantages: Superior customer Superior capital Superior risk selection relationships management Acquisition Benefits: • Larger combined U.S. p
Slide 8: Platinum overview
Platinum overview Headquarters: Bermuda Key Financial Highlights (1) Employees: 123 (as of 9/30/2014) $MM 2012 2013 9M’14 GPW 570 580 394 Financial Strength Ratings: NPW 565 567 380 S&P: A- Operating Income (2) 247 204 128 Operating ROE (%) (2) 13.8 11.2 9.9 (3) A.M. Best: A Combined Ratio (%) 63 63
Slide 9: Key transaction benefits
Key transaction benefits 1 Applies core strengths to a broader client base Benefits our Expands market presence and product offerings clients Enhances our flexibility to deploy capacity 2 Accelerates Expands domestic client base growth of U.S. Platinum’s portfolio is complementary to our existing bu
Slide 10: Key transaction benefits (continued)
Key transaction benefits (continued) 4 Increases Reduces required capital on a combined basis operating leverage Enhanced capital flexibility from a larger, more diversified business and capital Meaningful cost savings from combination and integration of businesses efficiency 5 Expected to be accret
Slide 11: Increased product offering and market presence
Increased product offering and market presence Standalone RenRe Standalone Platinum (1) Pro Forma RenRe (LTM (2) GPW) (LTM (2) GPW) (LTM (2) GPW) Property Other Lloyd's Property Other Property Cat. 6% 18% 21% Reins. Property Cat. Lloyd's 21% Reins. 13% 60% Property Cat. Reins. 50% Casualty and Speci
Slide 12: Accelerates growth of our U.S. platform
Accelerates growth of our U.S. platform Bermuda U.S. London Business Property cat Property, casualty Property, casualty and Casualty & specialty and specialty specialty re/insurance Offices Hamilton Connecticut London RenaissanceRe People 135 employees 8 employees(1) 76 employees Balance sheet RRL,
Slide 13: Capital and expense efficiencies
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 e
Slide 14: Substantial pro forma financial strength and flexibility
Substantial pro forma financial strength and flexibility $ in billions 3Q’14 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 $6
Slide 15: Conclusion
Conclusion Benefits our clients Accelerates growth of U.S. platform Efficiencies in property portfolio Increases operating leverage and capital efficiency Accretive to shareholders Integrates well with our risk management culture 15
Slide 16: Appendix
RenaissanceRe Holdings Ltd. Appendix
Slide 17: Pro forma balance sheet (9/30/14)
Pro forma balance sheet (9/30/14) ($ 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 -
Slide 18: Additional information about the proposed merger and where to find it
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
Slide 19: Participants in the solicitation
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 RenaissanceRe’s directors and executive officers is available in Re
Slide 20: Comments on Regulation G
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
Slide 21: Comments on Regulation G (continued)
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 reconci
Slide 22: Comments on Regulation G (continued)
Comments on Regulation G (continued) Tangible Book Value Per Common Share Platinum’s “tangible book value per common share” as of the end of the applicable periods as set forth in this presentation is identical to Platinum’s “book value per common share” (which is the most directly comparable GAAP m
Slide 23: RenaissanceRe Holdings Ltd.
RenaissanceRe Holdings Ltd. Renaissance House 12 Crow Lane Pembroke HM19 Bermuda www.renre.com 23
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