B E R M U D A I R E L A N D U N I T E D S T A T E S LLOYD’S Investor Presentation March 2, 2009 Exhibit 99.2 |
2 2 INFORMATION CONCERNING FORWARD LOOKING STATEMENTS AND CERTAIN OTHER INFORMATION This presentation includes statements about future economic performance, finances, expectations, plans and prospects of both IPC and Max that constitute forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those suggested by such statements. For further information regarding cautionary statements and factors affecting future results, please refer to the most recent Annual Report on Form 10-K, Quarterly Reports on Form 10- Q filed subsequent to the Annual Report and other documents filed by each of IPC or Max, as the case may be, with the Securities Exchange Commission (“SEC”). Neither IPC nor Max undertakes any obligation to update or revise publicly any forward-looking statement whether as a result of new information, future developments or otherwise. This presentation contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about our beliefs, plans or expectations, are forward-looking statements. These statements are based on our current plans, estimates and expectations. Some forward-looking statements may be identified by our use of terms such as “believes,” “anticipates,” “intends,” “expects” and similar statements of a future or forward looking nature. In light of the inherent risks and uncertainties in all forward-looking statements, the inclusion of such statements in this presentation should not be considered as a representation by us or any other person that our objectives or plans will be achieved. A non-exclusive list of important factors that could cause actual results to differ materially from those in such forward-looking statements includes the following: (a) the occurrence of natural or man-made catastrophic events with a frequency or severity exceeding our expectations; (b) the adequacy of our loss reserves and the need to adjust such reserves as claims develop over time; (c) any lowering or loss of financial ratings of any wholly-owned operating subsidiary; (d) the effect of competition on market trends and pricing; (e) changes in general economic conditions, including changes in interest rates and/or equity values in the United States of America and elsewhere and continued instability in global credit markets; and (f) other factors set forth in the most recent reports on Form 10-K, Form 10-Q and other documents of IPC or Max, as the case may be, on file with the SEC. Risks and uncertainties relating to the proposed transaction include the risks that: the parties will not obtain the requisite shareholder or regulatory approvals for the transaction; the anticipated benefits of the transaction will not be realized; and/or the proposed transactions will not be consummated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend, and are under no obligation, to update any forward looking statement contained in this presentation. Additional Information about the Proposed Transaction and Where to Find It: This material relates to a business combination transaction between IPC and Max which will become the subject of a registration statement filed by IPC with the SEC and joint proxy statements filed by IPC and Max with the SEC. This material is not a substitute for the joint proxy statement/prospectus that IPC would file with the Securities and Exchange Commission (“SEC”) or any other documents which IPC or Max may send to their respective shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. All such documents, if filed, would be available free of charge at the SEC’s website (www.sec.gov) or by directing a request to IPC, at Jim Bryce, President and Chief Executive Officer, or John Weale, Executive Vice President and Chief Financial Officer, at 441-298-5100, in the case of IPC’s filings, or Max, at Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations at 441-295-8800, in the case of Max’s filings. Participants in the Solicitation: IPC and Max and their respective directors, executive officers and other employees may be deemed to be participants in any solicitation of IPC and Max shareholders, respectively, in connection with the proposed transaction. Information about IPC’s and Max’s directors and executive officers is available in IPC’s and Max’s proxy statements, dated April 29, 2008 and March 19, 2008, respectively for their 2008 annual meetings of shareholders. |
3 3 Transaction Overview Structure Stock-for-stock merger of equals Exchange Ratio 0.6429 IPC shares for each Max common share Fixed exchange ratio Pro Forma Ownership (Fully Diluted) 58% by IPC shareholders 42% by Max shareholders Board of Directors 12 directors in total – 6 directors from Max, including CEO and 6 directors from IPC Non -Executive Chairman: Ken Hammond Non-Executive Vice-Chairman: To be designated by Max after announcement Management Marty Becker, Chief Executive Officer Jim Bryce, Non -Executive Chairm an of Max IPC Re Peter Minton, Chief Operating Officer Joe Roberts, Chief Financial Officer John Weale, EVP & Treasurer Company Name Max Capital Group Ltd. Headquarters Hamilton, Bermuda Approvals IPC and Max shareholder approvals Customary regulatory approvals Expected Closing Q3 2009 |
4 4 A diversified, balanced global underwriting platform Strong and vibrant franchise serving both property & casualty markets Strong capital base with over $3 billion in capital and minimal leverage Greater size enhances financial flexibility Strong and deep management team across the organization Complementary businesses with little overlap Greater “margin of safety” in managing capital Excess capital can be deployed in other underwriting opportunities Ability to be opportunistic in a hardening market Strategic Rationale We believe this combination will drive long-term value for all shareholders |
5 5 Combining Strong Management With Deep Experience W. Marston Becker Chief Executive Officer Peter Minton Chief Operating Officer Joe Roberts Chief Financial Officer Previous Experience Orion Capital / Royal Sun Alliance USA McDonough Caperton / Acordia Trenwick Scudder Kemper Investments General Reinsurance Company Morgan Stanley Overseas Partners Ltd KPMG Moore Stephens James Bryce Non-Executive Chairman of Max IPC Re Chief Underwriting Officer of IPC Senior Management Positions at AIG Overseas Jurisdictions of Transatlantic and AIG — Tokyo, Hong Kong, London John Weale Executive Vice President and Treasurer AIG (Bermuda) British Aerospace |
6 6 Strong and Well-Capitalized Company The combined company will have over $3 billion of shareholders’ equity Conservative operating leverage supports future growth in business Ability to more efficiently manage its capital Enhanced financial flexibility with greater “margin of safety” Greater diversification results in higher capital scores Frees up capital to be deployed in other underwriting opportunities or returned to shareholders Pro forma debt / total capital of under 10% 12/31/2008 Company Equity 1 Everest Re $4,960 2 AXIS 4,461 3 PartnerRe 4,199 4 Arch Capital 3,433 5 Transatlantic 3,198 IPC + Max 3,131 6 RenaissanceRe 3,033 7 OdysseyRe 2,828 8 Aspen 2,779 9 Allied World 2,417 10 Endurance 2,207 11 Validus 1,939 12 IPC Holdings 1,851 13 Platinum Re 1,809 14 Montpelier Re 1,358 15 Max Capital 1,280 16 FlagstoneRe 986 17 Greenlight Capital 485 |
7 7 Strong Balance Sheet and Capital Base Pro Forma (2) ____________________ Note: As of 12/31/08. (1) Investment portfolio includes cash. (2) Does not include potential GAAP purchase accounting adjustments. ($mm) Investment Portfolio (1) $2,235.2 $5,356.9 $7,592.1 Total Assets 2,388.7 7,252.0 9,640.7 Loss and LAE Reserves 355.9 4,305.1 4,661.0 Stockholders' Equity 1,850.9 1,280.3 3,131.3 Corporate Debt 75.0 241.1 316.1 Total Capital $1,925.9 $1,521.5 $3,447.4 Total Debt / Capital 3.9% 15.8% 9.2% |
8 8 We Have A Strong Capital Position to Support Growth Additional capital to accelerate growth through global operating platform We expect to reduce cat premiums in 2010 by $50-$75 million (~10% of total property) We expect to increase retentions on Max’s casualty insurance business Lloyd’s expected to contribute approximately $150 million in gross premiums in 2009 Opportunistic Expansion in a Hardening Market 2008 GPW $403 $1,254 $1,658 2008 NPW $397 $840 $1,237 12/31/2008 Equity $1,851 $1,280 $3,131 NPW / Equity 0.21x 0.66x 0.40x ____________________ Note: As of 12/31/08. (1) Does not include potential GAAP purchase accounting adjustments. ($mm) Pro Forma (1) |
9 9 Life & annuity P&C long-tail Other short-tail Property / property cat 20% 19% 42% 19% Property / property cat 100% 2008 GPW = $403 million Reinsurance Insurance 47% 53% A Diversified Operating Platform Reinsurance Insurance 35% 65% Life & annuity P&C long-tail Other short-tail Property / property cat 39% 14% 32% 15% 2008 GPW = $1,254 million 2008 GPW = $1,658 million Max Capital Combined Reinsurance 100% IPC Holdings |
15 10 A Truly Global Platform Main Locations Other Locations Bermuda Dublin London Richmond Copenhagen Hamburg San Francisco Dallas Atlanta Philadelphia New York Tokyo |
10 11 Disciplined Underwriting Strategy Post portfolio optimization, no group of risks will expose firm to a loss (1 in 250 year PML) of more than a 15% to 20% of surplus One third of portfolio realignment to be completed in 2009, with balance during 2010 renewals Zones requiring greatest focus will be Atlantic and California Other zones requiring trimming: Gulf, Northern Europe & New England Total potential premium reduction - $50 to $75 million International books of business are largely complementary Level of exposure based upon expected ROE and business prospects Better ROE’s are allocated greater capital Maintain profitability even in large ‘cat’ years Correlations across lines will limit some casualty lines Exposure for most lines of business managed to 1% to 10% of beginning surplus Targeted underwriting mix over time - 50% / 50% target Short-tail vs. long-tail Insurance vs. reinsurance |
11 12 Cash Alternative Investments Fixed Income 68% 14% 18% Cash Equities Alternative Investments Fixed Income 81% 7% 9% 3% IPC Holdings Max Capital Cash Equities Alternative Investments Fixed Income 71% 12% 3% 14% A Strong and Liquid Investment Portfolio Combined $5.4 billion $7.6 billion Target investment portfolio allocation of 88%-90% cash and fixed income securities and 10%-12% alternative and equity investments ____________________ As of December 31, 2008. $2.2 billion |
12 13 Investment Strategy High quality fixed income strategy for 88% to 90% of invested assets Duration, yield curve, and currency matched to the company’s liabilities High quality - “A” and above securities only / average “Aa” portfolio quality Focus on liquid securities – government, agency, and agency MBS 10% to 12% invested in alternative and equity assets Allocation for combined in line with peers Long only, separately managed asset classes Fund of hedge funds – not to exceed 7% of invested assets |
13 14 BB or lower BBB A AA AAA Gov't agencies Treasuries Cash 20.9% 9.0% 12.6% 33.6% 8.7% 13.7% 1.3%0.2% High Quality Fixed Income Portfolio Max Capital $4,541 million ____________________ As of December 31, 2008. Combined cash and fixed income of $6.4 billion. Cash Treasuries Gov't agencies AAA AA A BBB BB or lower 4.1% 0.9% 9.6% 43.9% 22.2% 18.8% 0.4% 0.1% IPC Holdings $1,870 million |
14 15 Highlights of IPC / Max Merger of Equals Enhanced size and scale The combined company is expected to have shareholders’ equity of over $3 billion, which should lead to improved financial strength and flexibility Global platform and diversified business mix The combined company will have a diversified specialty insurance & reinsurance business, with underwriting facilities in Bermuda, Dublin, at Lloyd's and in six major US cities Management and underwriting talent Highly experienced management and underwriting teams with long-standing industry knowledge and relationships. IPC has been in operation for longer than 15 years and Max for approximately 9 years |
B E R M U D A I R E L A N D U N I T E D S T A T E S LLOYD’S Creating a World Class Specialty Insurer and Reinsurer March 2, 2009 |