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-----BEGIN PRIVACY-ENHANCED MESSAGE-----Proc-Type: 2001,MIC-CLEAROriginator-Name: webmaster@www.sec.govOriginator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQABMIC-Info: RSA-MD5,RSA, PZrGTvwAaFWB+FDukwasVfvEnx0+7zTSfvDLpr37KkfLI2/CeJwtdIDy03sqj2nr H+OGksNR2+RU0EqcfvUokQ==0000950123-09-008106.txt : 200905060000950123-09-008106.hdr.sgml : 2009050620090506085956ACCESSION NUMBER:0000950123-09-008106CONFORMED SUBMISSION TYPE:425PUBLIC DOCUMENT COUNT:37FILED AS OF DATE:20090506DATE AS OF CHANGE:20090506SUBJECT COMPANY:COMPANY DATA:COMPANY CONFORMED NAME:IPC HOLDINGS LTDCENTRAL INDEX KEY:0000909815STANDARD INDUSTRIAL CLASSIFICATION:LIFE INSURANCE [6311]IRS NUMBER:000000000FISCAL YEAR END:1231FILING VALUES:FORM TYPE:425SEC ACT:1934 ActSEC FILE NUMBER:000-27662FILM NUMBER:09799717BUSINESS ADDRESS:STREET 1:C/O AMERICAN INTERNATIONAL BUILDINGSTREET 2:29 RICHMOND RDCITY:PEMBROKESTATE:D0ZIP:00000BUSINESS PHONE:4412952121MAIL ADDRESS:STREET 1:C/O AMERICAN INTERNATIONAL BUILDINGSTREET 2:29 RICHMOND RDCITY:PEMBROKESTATE:D0ZIP:00000FILED BY:COMPANY DATA:COMPANY CONFORMED NAME:VALIDUS HOLDINGS LTDCENTRAL INDEX KEY:0001348259STANDARD INDUSTRIAL CLASSIFICATION:FIRE, MARINE & CASUALTY INSURANCE [6331]IRS NUMBER:000000000FILING VALUES:FORM TYPE:425BUSINESS ADDRESS:STREET 1:19 PAR-LA-VILLE ROADCITY:HAMILTON HM11 BERMUDASTATE:D0ZIP:00000BUSINESS PHONE:441-278-9000MAIL ADDRESS:STREET 1:19 PAR-LA-VILLE ROADCITY:HAMILTON HM11 BERMUDASTATE:D0ZIP:000004251y77003e8vkza.htm4258-K/A??UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549?FORM 8-K/ACURRENT REPORTPursuant to Section?13 or 15(d) of the Securities Exchange Act of 1934Date of Report (Date of earliest event reported): May?5, 2009?VALIDUS HOLDINGS, LTD.(Exact name of registrant as specified in its charter)??????Bermuda(State or other jurisdiction of incorporation)?001-33606(Commission File Number)?98-0501001(I.R.S. Employer Identification No.)19 Par-La-Ville Road, Hamilton, HM 11 Bermuda(Address of principal executive offices)Registrant?s telephone number, including area code: (441)?278-9000Not Applicable(Former name or former address, if changed since last report)?Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy thefiling obligation of the registrant under any of the following provisions:t?Written communications pursuant to Rule?425 under the Securities Act (17 CFR 230.425)o?Soliciting material pursuant to Rule?14a-12 under the Exchange Act (17 CFR 240.14a-12)o?Pre-commencement communications pursuant to Rule?14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o?Pre-commencement communications pursuant to Rule?13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))??

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Item?8.01?Other Events.?????This Current Report on Form 8-K/A amends our Current Report on Form 8-K filed with theSecurities and Exchange Commission on May?5, 2009. This amendment is being filed to amend andrestate Exhibit?99.1 under Item?9.01 to add Max Capital Group Ltd.?s (?Max?) 1st Quarter 2009 ROAEof 13.1% to the chart on page 3 and to remove Max?s name from the footnote on that same pagedescribing the companies whose information was not included.Item?9.01.?Financial Statements and Exhibits.(d)?Exhibits. The following exhibits are filed herewith:?????Exhibit No.?Description??????99.1??Investor Presentation dated May?2009.

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SIGNATURES?????Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.Date: May?6, 2009??????VALIDUS HOLDINGS, LTD. (Registrant)???By:??/s/ C. Jerome Dill????Name:??C. Jerome Dill????Title:??Executive Vice President & General Counsel???

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EX-99.12y77003exv99w1.htmEX-99.1EX-99.1

Exhibit 99.1

Investor Presentation Superior Proposal for IPC ShareholdersMay 2009

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Cautionary Note Regarding Forward-Looking StatementsThis presentation may include forward-looking statements, both with respect to us and our industry, that reflect our current views with respect to future events and financial performance.Statements that include the words "expect," "intend," "plan," "believe," "project," "anticipate," "will," "may" and similar statements of a future or forward-looking nature identifyforward-looking statements. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actualresults to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that these factors include, butare not limited to, the following: 1) uncertainty as to whether Validus Holdings, Ltd. ("Validus") will be able to consummate the proposed transaction on the terms set forth in our offer; 2)uncertainty as to the actual premium that will be realized by IPC Holdings, Ltd. ("IPC") shareholders in connection with our offer; 3) uncertainty as to the long term value of Validus'common shares; 4) unpredictability and severity of catastrophic events; 5) rating agency actions; 6) adequacy of Validus' and IPC's risk management and loss limitation methods; 7)cyclicality of demand and pricing in the insurance and reinsurance markets; 8) our limited operating history; 9) our ability to successfully implement our business strategy during "soft" aswell as "hard" markets; 10) adequacy of Validus' and IPC's loss reserves; 11) continued availability of capital and financing; 12) retention of key personnel; 13) competition; 14) potentialloss of business from one or more major insurance or reinsurance brokers; 15) our ability to implement, successfully and on a timely basis, complex infrastructure, distribution capabilities,systems, procedures and internal controls, and to develop accurate actuarial data to support the business and regulatory and reporting requirements; 16) general economic and marketconditions (including inflation, volatility in the credit and capital markets, interest rates and foreign currency exchange rates); 17) the integration of Talbot Holdings Ltd. or new businessventures we may start; 18) the effect on Validus' and IPC's investment portfolios of changing financial market conditions including inflation, interest rates, liquidity and other factors; 19)acts of terrorism or outbreak of war; 20) availability of reinsurance and retrocessional coverage; 21) failure to realize the anticipated benefits of the proposed transaction, including as aresult of failure or delay in integrating the businesses of Validus and IPC; and 22) the outcome of litigation arising from Validus' offer for IPC, as well as management's response to any ofthe aforementioned factors.The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein andelsewhere, including the Risk Factors included in our most recent reports on Form 10-K and Form 10-Q and other documents on file with the Securities and Exchange Commission ("SEC").Any forward-looking statements made in this presentation are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipatedby us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. We undertake no obligation toupdate publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.This presentation also contains unaudited proformaconsolidated financial data intended to provide information about a potential acquisition with IPC.The unaudited proforma consolidated financial data does not necessarily reflect thefinancial position or results of operations that would have actually resulted had the acquisition occurred as of the dates indicated, nor should they be taken as necessarily indicative of thefuture financial position or results of operations of Validus.Additional Information about the Proposed Transaction and Where to Find It:This presentation relates to the offer to be commenced by Validus to exchange each issued and outstanding common share of IPC for 1.2037 common shares of Validus.This presentation isfor informational purposes only and does not constitute an offer to exchange, or a solicitation of an offer to exchange, IPC common shares, nor is it a substitute for the Tender OfferStatement on Schedule TO or the preliminary Prospectus/Offer to Exchange to be included in the Registration Statement on Form S-4 (including the Letter of Transmittal and relateddocuments and as amended from time to time, the "Exchange Offer Documents") that Validus intends to file with the SEC.The Validus exchange offer will be made only through theExchange Offer Documents.This presentation is not a substitute for the proxy statements that Validus has filed or may file with the SEC or any other documents which Validus may send to its or IPC's shareholders inconnection with the proposed transaction.Validus has filed a preliminary proxy statement with the SEC seeking proxies to oppose the issuance of IPC shares in connection with theamalgamation agreement between IPC and Max (the "Opposition Proxy Statement"), and a preliminary proxy statement with the SEC seeking proxies to approve the issuance of Validusshares in connection with the proposed amalgamation between IPC and Validus (the "Validus Share Issuance Proxy Statement").INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE EXCHANGE OFFER DOCUMENTS, THE OPPOSITION PROXY STATEMENT, THE VALIDUS SHARE ISSUANCE PROXY STATEMENT ANDANY OTHER PROXY STATEMENTS OR RELEVANT DOCUMENTS THAT VALIDUS HAS FILED OR MAY FILE WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILLCONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.All such documents, when filed, are available free of charge at the SEC's website (www.sec.gov) or by directinga request to Validus through Jon Levenson, Senior Vice President, at +1-441-278-9000.Participants in the Solicitation:Validus, its directors, and certain of its executive officers are deemed to be participants in any solicitation of shareholders in connection with the proposed transaction.Information aboutValidus' directors and participant executive officers is available in Validus' proxy statement, dated March 25, 2009 for its 2009 annual general meeting of shareholders.

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Executive SummaryValidus has reported excellent earnings, growth and profitability in the firstquarter, outperforming its Bermuda peer groupValidus is committed to its Superior Proposal to acquire IPCSuperior Current Value - 18.0% premium to unaffected share price1Superior Long-Term Value - Profitable diversification with strong growth prospectsWe have a clear path to expedite an acquisition of IPC1. Solicit IPC shareholders to vote "AGAINST" the inferior Max transaction2. Launch exchange offer for IPC shares3. Scheme of Arrangement through Bermuda CourtAll of the above steps can be accomplished by IPC shareholders withoutthe cooperation of the IPC Board (in the case of a Scheme of Arrangement,once sanctioned by the Supreme Court of Bermuda)1 Calculated using closing prices as of 3/30/2009

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Validus Reported Excellent First Quarter 2009 Results16.9% growth in gross premiums written (23.9% at Validus Re and 12.9% at Talbot)75% combined ratio (57.1% at Validus Re and 91.5% at Talbot)Net operating income of $100.4 million and diluted operating EPS of $1.27Net income of $94.9 million and diluted EPS of $1.20Diluted book value per share of $24.6519.2% ROAE and 20.3% operating ROAEValidus Q1 2009 Highlights 1Peer Comparison - Q1 2009 Operating ROAE1 Reconciliations of VR diluted book value per share, operating income and operating ROAE, non-GAAP financial measures, to bookvalue per share, net income and ROAE are presented in the appendixNote: MXGL (5/5/09), ENH (5/6/09) and AWH (5/7/09) had not reported as of the date of this presentationSource: SNL Financial, except for FSR, PTP, and VR, which are based on public filings

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Validus is Diversified in Short-Tail Specialty ClassesValidus Re GPW2008 GPW Total:$687.8 million2008 GPW of $1.36 billion Balanced by Class: 46% Property, 29% Marine, 25% SpecialtyNote: $1.36bn consolidated GPW reflects $34.3mm intersegment eliminations; $687.8mm and $709.0mm segment GPW do notreflect intersegment eliminationsTalbot GPW2008 GPW Total:$709.0 million

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Focused on Short-Tail; Majority Non-CatNote: Based on 2008 GPW except ACGL which is NPWSource: SEC filings and other public disclosures

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A Superior Proposal for IPC Shareholders1 Calculated using closing prices as of 3/30/20092 Total shareholders' equity plus bank loan payable and debentures payableCreates Bermuda's leading short-tail focused global underwriting platformSuperior long-term growth and return prospectsQuality diversification in profitable linesSuperior value proposition for IPC Shareholders18.0% premium to IPC unaffected share price1Maintaining a meaningful premium since announcementSuperior currency with greater liquidity, lower volatility, superior trading performance and ahigher pro forma dividendCombined entity with a GAAP capital base of $4.1bn2Strong balance sheet with less exposure to equity/alternative asset risk and lower financialleverage than Max's proposalThe Validus offer has a clear path to completion by the end of JuneA combination with Validus creates greater current value and long-term prospects for IPC shareholders

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Strategic Advantages for a Combined Validus/IPCReinsurance industry capital andcapacity has been materially depletedU.S. Statutory surplus was down 11%, or ~$60billion in 20081Limited access to replacement capitaland new capacityDisrupted capital markets and depressed valuationsmean reloading by incumbents is difficult/expensiveHedge fund issues limiting collateralized capacityand sidecar activityCat bond market is less of a competitive threatFurther challenges in new company formationsDemand for reinsurance is increasingPrimary companies facing capital depletion withconstricted capital alternativesNeed to manage risk leaves reinsurance as one ofthe few capital alternatives availableMarket OpportunitiesStrategic Advantages of a Large Capital BaseStronger relationships with majorreinsurance intermediariesFollowing recent acquisitions, top two intermediarieshold 70% market share2Increased opportunities for role as lead/quotingmarketOpportunity for differentiated price or "special layer"in property catastrophe linesHighly public asset quality issues leadingbuyers to rethink counterparty riskCombined company becomes "go-to" marketcapitalizing on dislocationOpportunity to expand into longer-taillines if/when market conditions warrant1 Source: A.M. Best Company2 Source: Business Insurance

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The Validus Business Model Offers Higher Quality DiversificationProfessional Liability ($201 mm)Property ($151 mm)4Excess Liability ($134 mm)Aviation ($85 mm)Agriculture ($80 mm)RateTrend3RateTrend3Property ($317 mm)Marine ($287 mm)War and Terrorism ($154 mm)Marine and Energy Reinsurance ($109)Aviation and Aerospace ($82 mm)$1,034 million in "Diverse"2008 Gross Written Premium2$1,012 million "Diverse"2008 P&C Gross Written Premium1Both Validus and Max have $1 billion in Non-Catastrophe P&CInsurance Gross Written PremiumSource: Max and Validus Form 10-Ks for fiscal years ended December 31, 20081 P&C Business only, excludes $242 million in life and annuity reinsurance2 Excludes $328 million in property catastrophe reinsurance gross written premium in 20083 Willis Re 1st View; Council of Insurance Agents and Brokers; Aon Performance Market Outlook; Company Filings4 Insurance premium only; excludes $99 million in property and property catastrophe reinsurance premium becauseproperty catastrophe premium is not separately identifiedMax's Top 5 2008 Lines ofBusiness1Validus Top 5 2008 Lines ofBusiness2

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Overview of the Validus Superior ProposalNote: Last reported closing prices of VR and IPCR, as of 3/30/09, were $24.91 and $25.41, respectively1A merger under Bermuda law is effected via a plan of amalgamation.Alternatively, deal may be structured as an exchangeoffer or scheme of arrangement

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Superior Financial Proposal - Superior ValueIPC Share Price vs. Validus Offer Price 1ValidusAnnounces Offer@ 18% PremiumSource: FactSet; Pricing through May 4, 20091 Calculated as VR share price multiplied by 1.2037x exchange ratio2 Excludes weekends and holidaysValidusAnnounces ThreePart Plan$ Premium to IPC Share Price 2Median $Premium:$1.52$29.00$27.27

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Superior Financial Proposal - Higher Quality CurrencyValidusMax Superior Liquidity Trading Dollar Volumes 13 month - $11.3 million6 month - $9.7 million Trading Dollar Volumes 13 month - $6.7 million6 month - $7.6 million Reduced Volatility Annualized Daily Volatility 261.0 Annualized Daily Volatility 279.4 Trading Performance(Including Dividend) Since Validus IPOUp 13.1% 3 Since Validus IPODown 34.0% 3 Pro Forma Dividend Per IPC Share $0.96 per share 4 $0.88 per share 41 Measured prior to 3/2/09 announcement of Max / IPC transaction. Source: Bloomberg2 During the 260 business day (approximately one year) period prior to the announcement of the Max Amalgamation. Source: Bloomberg3 Total shareholder return based on the closing prices on May 4, 2009 and July 24, 2007.Source: FactSet4 Based on Validus' $0.80 per share dividend multiplied by the exchange ratio 1.2037x and on IPC's current dividendThe Validus proposal provides a premium to IPC shareholderswith a more liquid and better performing currency????

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Superior Pro Forma Financial StrengthValidus / IPC Pro FormaMax / IPC Pro Forma Stockholders' Equity $3.70 Billion $2.97 Billion Total Debt / Capitalization 1.8% 9.6% Total Debt + Hybrids / Capitalization 9.3% 9.6% Alt. Inv + Equities / Stockholders' Equity 9.9% 37.6% Reserve Additions Req'd Upon Closing None $130 MillionThe Validus transaction provides IPC shareholders with superiorfinancial strength?????Note: Data as of 12/31/08Source: Amendment No. 3 to IPC Form S-4 dated 5/4/09 and Validus Form PREM14A dated 4/16/09

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The Validus Offer Creates a Larger, Better-Capitalized EntityA Pro Forma Comparison of 12/31/08 Shareholders' EquitySource: Public filings; pro formas are as per Amendment No. 3 to IPC S-4 dated 5/4/09 and Validus Form PREM14A dated 4/16/09Validus / IPC Results in 27%More Shareholders' Equity ThanMax / IPC$ in Billions

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Validus' Balance Sheet Has Lower Embedded RiskPeer Comparison: Total Investment Leverage 1 and Alternatives LeverageSource: Public filings1 Defined as cash and total invested assets / common shareholders' equity2 Alternatives includes investment funds, hedge funds, limited partnerships, private equities, credit funds and high-yield bond fundsAll else equal, companies with lower asset leverage are lesssusceptible to fluctuations in valuations2Total Investments as a % of Common EquityAlternatives Leverage as % of Common Equity

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Pro FormaMax / IPCPro FormaValidus / IPCValidus Has a Stronger, More Conservative Portfolio with Less Market Risk$3.3 billion$5.5 billion$2.2 billion$5.4 billion$7.6 billionSource: Validus, Max and IPC Form 10-Ks for fiscal years ended December 31, 2008; pro formas are as per Amendment No. 3to IPC S-4 dated 5/4/09 and Validus Form PREM14A dated 4/16/09Max is attempting to usethe IPC transaction toreduce its alternativeinvestments from 58.9%to 30.7% of combinedshareholders' equityAlt. Inv. / shareholders' equity: 4.3%Equities / shareholders' equity: 5.5%Total9.9%Alt Inv. / shareholders' equity: 30.7%Equities / shareholders' equity: 6.9%Total 37.6%

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Superior Growth in Validus Shareholder ValueSource: Public Filings, SNL Financial1 2005-2008 CAGR of Diluted BVPS, including accumulated dividends2 Max's 2005 and 2006 Diluted BVPS figures are calculated using the treasury stock method and 2007 and 2008 figures are fromPublic Filings3-Year CAGR: 13.2% 13-Year Evolution in Diluted Book Value Per Share Plus Accumulated Dividends3-Year CAGR: 8.8% 1 2

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Validus Has a Superior Record of Underwriting PerformanceHistorically, Max's Results Have Been Driven by Alternative Investments and Lack of Underwriting ProfitComprehensive Income Per Share Contribution200620072008VR: $3.12VR: $5.94VR: $0.51MXGL: $3.01MXGL: $4.77MXGL: $(3.54)ValidusMaxMax's income has historically depended on hedge fund returnsSource: Validus and Max Form 10-Ks for fiscal years ended December 31, 2008

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Roadmap to Expedited Completion: Three Part Plan1 Second shareholder meeting can be called by IPC shareholders with at least 10% of the voteValidus offer has a clear path to completion and does not requirethe cooperation of the IPC BoardOne: Solicit IPC Shareholders to Vote "Against" the Inferior Max TransactionEnables IPC to terminate IPC-Max agreement and accept Validus' Amalgamation OfferSends message that IPC shareholders want superior economics and long-term value offered by ValidusTwo: Launch Exchange Offer for IPC SharesAllows Validus to acquire the outstanding shares of IPC - under same economic terms of Validus' Amalgamation Offer - shortly following the IPCannual general meeting if IPC shareholders vote down the IPC-Max transaction and the other conditions to the Exchange Offer are satisfiedSubject to the receipt of at least 90% of the fully diluted common shares of IPC, termination of the amalgamation agreement between Max and IPC andother conditions consistent with the Validus Amalgamation OfferExchange Offer will not be conditioned on the receipt of regulatory approvals or the elimination of the possible termination fee to MaxThree: Petition Bermuda Court to Approve Scheme of ArrangementValidus would acquire all of the IPC common shares under the same economic terms as in the Exchange OfferThe Scheme of Arrangement can be accomplished - without the approval of the IPC Board - if approved by IPC shareholders at two shareholdermeetings and sanctioned by the Supreme Court of BermudaFirst shareholder meeting - court ordered meeting at which IPC shareholders can vote to approve the Scheme of ArrangementRequired vote is the affirmative vote of a majority of IPC shareholders present at the meeting holding at least 75% of the votes castSecond shareholder meeting1 - IPC shareholders can require IPC to approve and be bound by the Scheme of Arrangement and to terminate the IPC-Max amalgamation agreementRequired vote is an affirmative vote of the holders of a majority of IPC shares voting at the meeting

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A Superior Proposal for IPC Shareholders1 Calculated using closing prices as of 3/30/20092 Total shareholders' equity plus bank loan payable and debentures payableA combination with Validus creates greater current value and long-term prospects for IPC shareholdersCreates Bermuda's leading short-tail focused global underwriting platformSuperior long-term growth and return prospectsQuality diversification in profitable linesSuperior value proposition for IPC Shareholders18.0% premium to IPC unaffected share price1Maintaining a meaningful premium since announcementSuperior currency with greater liquidity, lower volatility, superior trading performance and ahigher pro forma dividendCombined entity with a GAAP capital base of $4.1bn2Strong balance sheet with less exposure to equity/alternative asset risk and lower financialleverage than Max's proposalThe Validus offer has a clear path to completion by the end of June

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Appendix

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Appendix IndexPageValidus' Management Team is Deep and Experienced22Validus Offers IPC Quality Diversification 23Talbot Demonstrates History of Smart / Strategic Acquisitions 24Commercial Lines Pricing Trends25Guy Carpenter World Property Cat Reinsurance Rates 26Catastrophe Risk Offers Highly Attractive Risk-Adjusted Returns27IPC Has Greater Earnings Power With Validus28Diversified Global Business Focused on Short-Tail Specialty 29Outlook for Validus 30Outlook for Max31Non-GAAP Financial Measures32-34

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Validus' Management Team is Deep and Experienced

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Validus Offers IPC Quality DiversificationSignificantly less catastrophe weighting thanIPC stand-aloneHigher participation in profitable lines than Maxcan offerEach of Validus and Max offer ~$1 billion ofproperty and casualty gross premiumsexcluding Validus property catMajor lines for Validus: non-cat property,marine, war and terrorismMajor lines for Max: professional liability,excess liability, agriculture, medical malpracticeProven Validus track record of profitablediversificationComparable combined ratio to Max in 2008despite greater than $50 billion in globalcatastrophe lossesIke - third most costly hurricane on recordComparison of 2008 GAAP Combined Ratios2007 Diversification TransactionsSource: Max and Validus Form 10-Ks for fiscal years ended December 31, 2008$ in Millions

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ImpliedMultipleTalbot DataTalbot Demonstrates History of Smart / Strategic AcquisitionsIn July 2007 Validus acquired Talbot, aleading Lloyd's Syndicate for $382 millionPurchase price was 1.6x stated equity and3.1x earnings$105 million of reserve releases since closingBy moving first, Validus acquired a companywith the best business fitA large number of competitors followedValidus' entry into Lloyds(e.g., Arch, Ariel, Argo, Aspen, Flagstone,Montpelier, Max and Renaissance Re)Purchase Multiples Analysis$ in MillionsSource: Validus Form 424B4 dated 7/24/07 and Validus Financial Supplement for quarter ended June 30, 2007

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Commercial Lines Pricing TrendsSource: Council of Agents and Brokers (CIAB), Advisen, Market Scout and Tillinghast1 Reported monthly; monthly average usedRate Changes by Survey - Year-over-Year % Change11

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Guy Carpenter World Property Cat Reinsurance RatesSource: Guy CarpenterRate on Line Indexed to 1990 Value of 100%

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Catastrophe Risk Offers Highly Attractive Risk-Adjusted ReturnsValidus is in the business of evaluating risk:We write a well-priced world-wide book of property catastrophe reinsurance businessOur diversified earnings stream from other short-tail lines allows Validus to retain exposure equal to33% of shareholders' equityCatastrophe risk provides attractive returns on equityIn return for assuming catastrophe exposure with an annual probability of 0.25% to 1% (1:100 - 1:250)the expected annual profit is $134 million or higherThe extra annual expected return represents a "Payback" period of 3.5 years 5Catastrophe risk provides attractive returns to shareholders1:250 PML@ 33% of Equity1:250 PML@ 20% of EquityDifferenceValidus/ IPC Pro Forma$ in Millions1 Source: Validus Analysis2 Source: Validus Form PREM14A dated 4/16/093 Source: Validus Form PREM14A dated 4/16/094 Calculated as 100% less expected loss ratio less acquisition costs ratio for the Validus Re 2008 underwriting year property catastrophe portfolio(comprised of catastrophe XOL, aggregate XOL, RPP, per event XOL, and second and third event covers)5 Reduction in estimated 1:250 wind PML divided by profit at expected profit margin

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IPC Has Greater Earnings Power With ValidusMore effective use of IPC aggregateShift business away from nationwide accountsIPC generated $221.9 million in GPW from$1.25 billion of U.S. aggregate in 2008Validus generated $431.3 million of GPW from$1.44 billion of U.S. aggregate in 2008Addition of non-cat lines to IPC Bermudaplatform$284.4 million gap between IPC and Validus Rein 2008 on similar capital basesLower marginal costsScalability of Validus Re platform and VCAPSEnhanced reinsurance market presenceGreater share of non-cat businessPrivate layer transactionsProvide additional capital to TalbotExpansion of aggregates for terrorism and otherspecialty linesGreater capacity for Onshore Energy, Aviation1 Max investor presentation dated March 2009, p. 82 Max investor presentation dated March 2009, p. 93 Source: IPC and Validus Form 10-Ks for fiscal years ended December 31, 2008IPC With MaxIPC With Validus 3"We expect to reduce CAT premiums in 2010by $50 -$75 million" 1Highest margin business"Expect each $1 of catastrophe business wouldbe replaced with 2.5x to 3.0x of other business,depending on class" 2"50% to 60% combined ratio in property isequivalent to achieving a 80% to 87%combined ratio based on higher (2.5x to 3.0x)premium leverage" 2Max's 2008 accident year combined ratio was110.6%

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Diversified Global Business Focused on Short-Tail SpecialtySource: 2008 Form 10-Ks. Based on 2008 actual gross premiums written (other than ACGL which is based on net premiumswritten).Life business is considered long-tail for purposes of this analysisValidus focuses on short-tail lines where pricing is best; will enter casualty more significantlywhen the economics justify the use of capital

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Outlook for ValidusAnalysts support Validus' approach to risk management because it offersquality diversification in segments with favorable pricing trends"As a writer of short-tail reinsurance and specialty insurance, we see Validus as being very wellpositioned for the changes we expect to see in the reinsurance and insurance markets over the nextyear. The company has already begun to go on the offensive by hiring an on-shore energy and aviationunderwriters."Jay Cohen (Merrill Lynch / Bank of America Research, 2/13/2009)"With a strong business outlook (16 of Validus' 18 lines of business are seeing increasingrates) and one of the most conservative investment portfolios in the group (14% cash; no equities oralternatives), VR is one of the most well positioned in the reinsurance market. Validus already has adiverse book of business from both a line of business and geographic perspective."Matt Carletti (Fox-Pitt Kelton Research, 4/8/2009)"We believe that Validus is among the best positioned companies in our universe given where theimprovements in reinsurance are occurring, especially noting the company's relatively cleaninvestment portfolio."Jay Cohen (Merrill Lynch / Bank of America Research, 3/17/2009)Note: Permission to use quoted material was neither sought nor obtained

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Outlook for MaxMax has a much riskier asset portfolio withless favorable premium price trends"In October, we announced a reduction in our alternative portfolio from a target of 20% of invested assets toa range of 10 to 15%. We also indicated it would be rebalanced to reflect more market neutral investmentsas it had become overweight with more long equity-oriented hedge funds. This was a direct reflection ofour growing traditional underwriting platform which calls for a more traditional investment mix as well asthe obvious volatility in the alternative asset portfolio that surpassed all previous modeling."Marty Becker, Chairman and CEO of Max Capital (Earnings Release Transcript, 2/11/2009)"Gallant at KBW says Max still has more hedge fund exposure than the average Bermudian firm,despite the company's move to a more conservative investment portfolio. 'That has been a worry forinvestors,' he says. "While the company has reduced its hedge fund exposure, it still weighs heavily oninvestors' minds right now." Cliff Gallant, Keefe, Bruyette & Woods (as quoted in Reactions, February 2009)"The shorter-tail lines, particularly in reinsurance - property and aviation - have been experiencing someprice increases...the longer-tail lines of business have been flat..."Marty Becker, Chairman and CEO of Max Capital (as quoted in Reactions, February 2009)Note: Permission to use quoted material was neither sought nor obtained

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Non-GAAP Financial MeasuresIn presenting Validus' results, management has included and discussed certain schedules containing net operatingincome (loss), annualized net operating return on average equity and diluted book value per common share that are notcalculated under standards or rules that comprise U.S. GAAP. Such measures are referred to as non-GAAP. Non-GAAPmeasures may be defined or calculated differently by other companies.These measures should not be viewed as asubstitute for those determined in accordance with U.S. GAAP.A reconciliation of net operating income to net income,the most comparable U.S. GAAP financial measure, and annualized net operating return on average equity is presentedto the left.Net operating income is calculated based on net income (loss) excluding net realized gains (losses), netunrealized gains (losses) on investments, gains (losses) arising from translation of non-US$ denominated balances andnon-recurring items.Realized gains (losses) from the sale of investments are driven by the timing of the disposition ofinvestments, not by our operating performance.Gains (losses) arising from translation of non-US$ denominatedbalances are unrelated to our underlying business.

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Reconciliation of Validus Operating Income (expressed in thousands of U.S. dollars, except share amounts)

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