AmTrust Financial Services
Amtrust Financial Services, Inc. (Form: SC 13E3, Received: 04/09/2018 09:20:43)

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13E-3

(Rule 13e-100)

TRANSACTION STATEMENT UNDER

SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 AND

RULE 13e-3 THEREUNDER

Rule 13e-3 Transaction Statement under Section 13(e)

of the Securities Exchange Act of 1934

 

 

AMTRUST FINANCIAL SERVICES, INC.

Name of Subject Company (Issuer)

 

 

AMTRUST FINANCIAL SERVICES, INC.

EVERGREEN MERGER SUB, INC.

EVERGREEN PARENT, L.P.

EVERGREEN PARENT GP, LLC

K-Z EVERGREEN, LLC

BARRY D. ZYSKIND

GEORGE KARFUNKEL

LEAH KARFUNKEL

OTHER ROLLOVER STOCKHOLDERS

TRIDENT PINE ACQUISITION LP

TRIDENT PINE GP, LLC

TRIDENT VII PROFESSIONALS FUND, L.P.

TRIDENT VII, L.P.

TRIDENT VII DE PARALLEL FUND, L.P.

TRIDENT VII PARALLEL FUND, L.P.

(Names of Filing Persons (other person(s)))

Common Stock, $0.01 Par Value Per Share

(Title of Class of Securities)

032359309

(CUSIP Number of Class of Securities)

 

Trident Pine Acquisition LP

c/o Stone Point Capital, LLC

20 Horseneck Lane

Greenwich, CT 06930

Attention: David Wermuth

Telephone: (203) 862-2900

 

K-Z Evergreen, LLC

c/o AmTrust Financial Services, Inc.

59 Maiden Lane, 43rd Floor
New York, NY 10038

Attention: Barry Zyskind

Telephone: (212) 220-7120

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

 

Steven Seidman and Laura Delanoy

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019-6099

Telephone: (212) 728-8111

 

Todd E. Freed and Jon A. Hlafter

Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, New York 10036

Telephone: (212) 735-3000

Ross A. Fieldston and Adam M. Givertz

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Telephone: (212) 373-3000

 

 

This statement is filed in connection with (check the appropriate box):

 

a. 

    The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b. 

    The filing of a registration statement under the Securities Act of 1933.

c. 

    A tender offer.

d. 

    None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☒

Check the following box if the filing is a final amendment reporting the results of the transaction: ¨☐

Calculation of Filing Fee

 

Transaction valuation*   Amount of filing fee**

$1,256,281,827

  $156,408
* The maximum aggregate value was determined based upon the sum of: (1) 92,462,897 shares of Common Stock (including shares subject to restricted stock units, performance share units and shares of restricted Common Stock) multiplied by $13.50 per share (excluding shares of Common Stock (i) held by Merger Sub or Parent, (ii) held by the Company in treasury or (iii) held by any wholly owned subsidiary of the Company); and (2) stock options to purchase 1,111,554 shares of Common Stock with an exercise price per share below $13.50 multiplied by $7.23 per share (the difference between $13.50 and the weighted average exercise price of $6.27 per share).
** The filing fee was calculated in accordance with Rule 0-11 under the Securities and Exchange Act of 1934, as amended, by multiplying the transaction value by 0.0001245.

 

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and date of its filing.

 

Amount Previously Paid: $156,408    Filing Party: AmTrust Financial Services, Inc.
Form or Registration No.: Schedule 14A    Date Filed: April 9, 2018

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE MERITS OR FAIRNESS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SCHEDULE 13E-3. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

 

 

 


Introduction

This Rule 13E-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto (the “ Schedule 13E-3 ” or the “ Transaction Statement ”), is being filed with the Securities and Exchange Commission (the “ SEC ”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), by: (i) AmTrust Financial Services, Inc. (the “Company” ) (ii) Evergreen Merger Sub, Inc. (“ Merger Sub ”), a Delaware corporation, (iii) Evergreen Parent, L.P. (“ Parent ”), a Delaware partnership, (iv) Evergreen Parent GP, LLC, a Delaware limited liability company, (“ EPGP ,” and together with Parent and Merger Sub, the “ Parent Parties ” ), (v) K-Z Evergreen, LLC, a Delaware limited liability company, (“ K-Z ”), (vi) Barry D. Zyskind, Chairman and Chief Executive Officer of the Company, (vii) George Karfunkel, an individual and a director of the Company, (viii) Leah Karfunkel, an individual and a director of the Company (collectively, with Barry D. Zyskind and George Karfunkel, the “ Karfunkel-Zyskind Family Persons ,” and together with K-Z, the “ Family Filing Persons ”), (ix) Trident Pine Acquisition LP (“ Trident Pine ”), a Delaware limited partnership, (x) Trident Pine GP, LLC, (“ Trident Pine GP ”) a Delaware limited liability company, (xi) Trident VII Professionals Fund, L.P., a Delaware limited partnership, (xii) Trident VII, L.P., a Delaware limited partnership, (xiii) Trident VII DE Parallel Fund, L.P., a Delaware limited partnership, (xiv) Trident VII Parallel Fund, L.P., a Delaware limited partnership (clauses (xi) through (xiv), collectively, the “ Trident VII Funds ” and together with Trident Pine and Trident Pine GP, the “ Trident Filing Persons ”) and (xv) certain related parties who have committed to contribute all of their shares of common stock of the Company to Parent immediately prior to the Closing of the Merger (the “ Other Rollover Stockholders ” and, collectively with the Karfunkel-Zyskind Family Persons, the “ Rollover Stockholders ”) (collectively with the Parent Parties, the Trident Filing Persons and the Family Filing Persons, the “ Filing Persons ”)

This Transaction Statement relates to the Agreement and Plan of Merger, dated as of March 1, 2018 (the “ Merger Agreement ”), by and among Parent, Merger Sub and the Company. Pursuant to the Merger Agreement, if the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under Delaware law as the surviving corporation in the merger (the “ Merger ”). At the effective time of the Merger, each share of common stock of the Company, par value $0.01 per share (the “ Common Stock ”), that is issued and outstanding immediately prior to effective time of the Merger (other than shares of common stock of the Company that are (i) held by Merger Sub or Parent, (ii) held by the Company in treasury, (iii) held by any wholly owned subsidiary of the Company or (iv) held by any of the Company’s common stockholders who have demanded and perfected such holder’s right to appraisal of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware and have not withdrawn or otherwise lost such rights to appraisal) will be converted into the right to receive merger consideration of $13.50 per share of Common Stock in cash, without interest and less any required withholding taxes and, when so converted, will automatically be cancelled and cease to exist, except the right to receive the merger consideration. Upon completion of the Merger, the shares of Common Stock will no longer be publicly traded, and common stockholders (other than the Family Filing Persons and the Other Rollover Stockholders) will cease to have any ownership interest in the Company.

The board of directors of the Company, and based in part on the unanimous recommendation of a special committee of independent and disinterested directors, for purposes of serving on the special committee, that was established to evaluate and negotiate a potential transaction (as described more fully in the Proxy Statement (as defined below)), has unanimously (a) determined that the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company’s common stockholders (including the Public Stockholders (as defined below)), (b) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated therein, including the Merger, and (c) resolved to recommend that the Company’s common stockholders vote for the adoption of the Merger Agreement. The Merger remains subject to the satisfaction or waiver of the conditions to closing provided for in the Merger Agreement, including obtaining the affirmative vote of (i) the holders of at least a majority of all outstanding shares of Common Stock and (ii) the holders of at least a majority of the outstanding shares of Common Stock owned by the Public Stockholders in favor of the adoption of the Merger Agreement. For purposes of this Transaction Statement, “Public Stockholders” means the Company’s common stockholders, excluding: Parent and its affiliates; the Rollover Stockholders (including each “immediate family member” (as such term is defined in Item 404 of Regulation S-K) of each Rollover Stockholder, and any trust or other entity in which any rollover stockholder or any such immediate family member holds, beneficially or otherwise, a material voting, proprietary, equity or other financial interest); and the directors and officers of the Company set forth on Schedule I to the Merger Agreement.

 

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Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a preliminary proxy statement (the “ Proxy Statement ”) under Regulation 14A of the Exchange Act, pursuant to which the Company’s board of directors is soliciting proxies from common stockholders of the Company in connection with the Merger. The Proxy Statement is attached hereto as Exhibit (a)(1). A copy of the Merger Agreement is attached to the Proxy Statement as Annex A-1 and is incorporated herein by reference.

Pursuant to General Instruction F to Schedule 13E-3, the information in the Proxy Statement, including all annexes thereto, is expressly incorporated by reference herein in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement. The cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion or amendment.

All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company, and none of the other Filing Persons take responsibility for the accuracy of such information. Similarly, all information concerning each other Filing Person contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by such Filing Person. No Filing Person, including the Company, is responsible for the accuracy of any information supplied by any other Filing Person.

Item 1. Summary Term Sheet

The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers about the Special Meeting and the Merger

Item 2. Subject Company Information

(a) Name and Address. The Company’s name and the address and telephone number of its principal executive offices are as follows:

AmTrust Financial Services, Inc.

59 Maiden Lane, 43 rd Floor

New York, NY 10038

(212) 220-7120

(b) Securities. The classes of securities to which this Transaction Statement relates is the Company’s common stock, par value $0.01 per share, of which 196,316,875 shares were issued and outstanding as of March 31, 2018.

(c) Trading Market and Price. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Important Information Regarding AmTrust—Market Price of the Company’s Common Stock

(d) Dividends. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Important Information Regarding AmTrust—Dividends

The Merger Agreement—Conduct of Business Pending the Merger

(e) Prior Public Offerings. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

 

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Important Information Regarding AmTrust—Prior Public Offerings

(f) Prior Stock Purchases. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Important Information Regarding AmTrust—Transactions in Common Stock

Item 3. Identity and Background of the Filing Persons

(a)–(c) Name and Address; Business and Background of Entities; Business and Background of Natural Persons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Important Information Regarding AmTrust

Important Information Regarding Parent, Parent GP, Merger Sub, K-Z LLC, Trident Pine, Trident Pine GP, LLC, the Karfunkel-Zyskind Family and the Other Rollover Stockholders

“The Parties to the Merger”

Item 4. Terms of the Transaction

(a)  (1) Tender Offers. Not applicable.

(a)  (2) Mergers or Similar Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers about the Special Meeting and the Merger

The Merger Agreement—Structure of the Merger

The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub

The Merger Agreement—Treatment of Company Equity Awards

The Merger Agreement—Payment for the Common Shares in the Merger

Special Factors—Background of the Merger

Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Special Factors—Purposes and Reasons of the Filing Persons for the Merger

The Special Meeting—Required Vote

The Merger Agreement—Conditions to the Merger

Special Factors—Certain Effects of the Merger

Special Factors—Interests of Certain of the Company’s Directors and Executive Officers in the Merger

 

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Special Factors—Anticipated Accounting Treatment of the Merger

Special Factors—Material U.S. Federal Income Tax Consequences of the Merger

(c) Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Special Factors—Certain Effects of the Merger

Special Factors—Interests of Certain of the Company’s Directors and Executive Officers in the Merger

The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub

(d) Appraisal Rights. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Summary Term Sheet

Questions and Answers about the Special Meeting and the Merger

Special Factors—Dissenters’ Rights of Appraisal

Dissenters’ Rights to Appraisal

Annex B: Section 262 of the Delaware General Corporation Law

(e) Provisions for Unaffiliated Security Holders. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Provisions for Public Stockholders

(f) Eligibility for Listing or Trading. Not applicable.

Item 5. Past Contacts, Transactions, Negotiations and Agreements

(a) (1)–(2) Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Special Factors—Background of the Merger

Special Factors—Interests of Certain of the Company’s Directors and Executive Officers in the Merger

Rollover Agreement

Important Information Regarding AmTrust—Transactions in Common Stock

(b)–(c) Significant Corporate Events; Negotiations or Contacts. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Questions and Answers About the Special Meeting and the Merger

Special Factors—Background of the Merger

 

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Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Special Factors—Purposes and Reasons of the Filing Persons for the Merger

Special Factors—Position of the Filing Persons as to Fairness of the Merger

Special Factors—Interests of Certain of the Company’s Directors and Executive Officers in the Merger

Special Factors—Rollover Agreement

The Merger Agreement

Rollover Agreement

Annex A-1: Merger Agreement

Annex A-2: Rollover Agreement

(e) Agreements Involving the Subject Company’s Securities. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers About the Special Meeting and the Merger

Special Factors—Certain Effects of the Merger

Special Factors—Interests of Certain of the Company’s Directors and Executive Officers in the Merger

Special Factors—Rollover Agreement

Special Factors—No Solicitation; No Adverse Company Recommendation

Special Factors—Termination

Special Factors—Termination Fee and Parent Expenses

The Special Meeting—Required Vote

The Merger Agreement

Rollover Agreement

Annex A-1: Merger Agreement

Annex A-2: Rollover Agreement

Item 6. Purposes of the Transaction and Plans or Proposals.

(b) Use of Securities Acquired. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Special Factors—Certain Effects of the Merger

The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub

The Merger Agreement—Treatment of Company Equity Awards

 

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(c) (1)–(8) Plans. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet

Questions and Answers about the Special Meeting and the Merger

Special Factors—Background of the Merger

Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Special Factors—Purposes and Reasons of the Filing Persons for the Merger

Special Factors—Certain Effects of the Merger

Special Factors—Interests of Certain of the Company’s Directors and Executive Officers in the Merger

Special Factors—Rollover Agreement

The Special Meeting—Required Vote

The Merger Agreement—Structure of the Merger

The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub

The Merger Agreement—Treatment of Company Equity Awards

Rollover Agreement

Important Information Regarding AmTrust—Dividends

Annex A-1: Merger Agreement

Annex A-2: Rollover Agreement

Item 7. Purposes, Alternatives, Reasons and Effects

(a) Purposes. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Summary Term Sheet—Purposes and Reasons of the Filing Persons for the Merger

Special Factors—Background of the Merger

Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Special Factors—Purposes and Reasons of the Filing Persons for the Merger

(b) Alternatives. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

 

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Summary Term Sheet—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Summary Term Sheet—Purposes and Reasons of the Filing Persons for the Merger

Special Factors—Background of the Merger

Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors ; Fairness of the Merger

Special Factors—Purposes and Reasons of the Filing Persons for the Merger

(c) Reasons. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Summary Term Sheet—Purposes and Reasons of the Filing Persons for the Merger

Special Factors—Background of the Merger

Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Special Factors—Purposes and Reasons of the Filing Persons for the Merger

Special Factors—Position of the Filing Persons as to Fairness of the Merger

(d) Effects. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Questions and Answers about the Special Meeting and the Merger

Summary Term Sheet

Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Special Factors—Purposes and Reasons of the Filing Persons for the Merger

Special Factors—Certain Effects of the Merger

Special Factors—Interests of Certain of the Company’s Directors and Executive Officers in the Merger

Special Factors—Anticipated Accounting Treatment of the Merger

Special Factors—Material U.S. Federal Income Tax Consequences of the Merger

The Merger Agreement—Structure of the Merger

The Merger Agreement—Effect of the Merger on the Common Shares of the Company and Merger Sub

The Merger Agreement—Treatment of Company Equity Awards

 

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Item 8. Fairness of the Transaction

(a)–(b) Fairness; Factors Considered in Determining Fairness. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

“Summary Term Sheet—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger”

Summary Term Sheet—Opinion of Deutsche Bank

Summary Term Sheet—Purposes and Reasons of the Filing Persons for the Merger

Summary Term Sheet—Interests of Certain of the Company’s Directors and Executive Officers in the Merger

Special Factors—Background of the Merger

Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Special Factors—Opinion of Deutsche Bank”

Special Factors—Purposes and Reasons of the Filing Persons for the Merger

Special Factors—Position of the Filing Persons as to Fairness of the Merger

Special Factors—Projected Financial Information

Special Factors—Interests of Certain of the Company’s Directors and Executive Officers in the Merger

Important Information Regarding AmTrust

Annex C: Opinion of Deutsche Bank

(c) Approval of Security Holders. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Record Date and Quorum

Summary Term Sheet—Required Stockholder Votes for the Merger

Summary Term Sheet—Conditions to the Merger

Questions and Answers about the Special Meeting and the Merger

The Special Meeting—Record Date and Quorum

The Special Meeting—Required Vote

The Merger Agreement—Conditions to the Merger

(d) Unaffiliated Representative. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Summary Term Sheet—Opinion of Deutsche Bank”

Special Factors—Background of the Merger

Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

 

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Special Factors—Opinion of Deutsche Bank”

Annex C: Opinion of Deutsche Bank

(e) Approval of Directors. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Questions and Answers about the Special Meeting and the Merger

Special Factors—Background of the Merger

Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

(f) Other Offers. Not applicable.

Item 9. Reports, Opinions, Appraisals and Negotiations

(a)–(c) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal; Availability of Documents. The reports, opinions or appraisals referenced in this Item 9 will be made available for inspection and copying at the principal executive offices of the Company during its regular business hours by any interested equity security holder of the Company or representative who has been so designated in writing. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Summary Term Sheet—Opinion of Deutsche Bank”

Special Factors—Background of the Merger

Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Special Factors—Opinion of Deutsche Bank”

Special Factors—Purposes and Reasons of the Filing Persons for the Merger

Special Factors—Position of the Filing Persons as to Fairness of the Merger

Where You Can Find Additional Information

Annex C: Opinion of Deutsche Bank

Presentations to the Special Committee of the Board of Directors of the Company, January 4, January 16, January 29, January 31, February 5, February 7, February 11, February 20, February 22, February 26 and February 28 are filed as Exhibits (c)(2)–(c)(12), respectively, and are incorporated herein by reference.

Item 10. Source and Amounts of Funds or Other Consideration

(a)–(b) Source of Funds; Conditions. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

Summary Term Sheet—Equity Financing

Special Factors—Equity Financing

 

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(c) Expenses. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Termination Fee and Parent Expenses

Special Factors—Fees and Expenses

The Merger Agreement—Termination Fee and Parent Expenses

(d) Borrowed Funds. Not applicable.

Item 11. Interest in Securities of the Subject Company

(a) Securities Ownership. The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:

“Important Information Regarding AmTrust—Security Ownership of Management and Certain Beneficial Owners”

(b) Securities Transactions. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Rollover Agreements

“Important Information Regarding AmTrust—Security Ownership of Management and Certain Beneficial Owners”

Important Information Regarding AmTrust—Transactions in Common Stock

Item 12. The Solicitation or Recommendation

(d) Intent to Tender or Vote in a Going-Private Transaction. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Required Stockholder Votes for the Merger

“Summary Term Sheet—Rollover Agreement

Questions and Answers about the Special Meeting and the Merger

Special Factors—Rollover Agreement

The Special Meeting—Required Vote

Rollover Agreement

(e) Recommendation of Others. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Questions and Answers about the Special Meeting and the Merger

Special Factors—Background of the Merger

Special Factors—Reasons for the Merger; Recommendation of the Special Committee; Recommendation of the Board of Directors; Fairness of the Merger

Special Factors—Purposes and Reasons of the Filing Persons for the Merger

 

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Special Factors—Position of the Filing Persons as to Fairness of the Merger

Item 13. Financial Statements

(a) Financial Information. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Important Information Regarding AmTrust —Historical Selected Financial Information

Important Information Regarding AmTrust —Ratio of Earnings to Fixed Charges and Preferred Stock Dividends

Important Information Regarding AmTrust —Book Value Per Share

Where You Can Find Additional Information

The audited financial statements set forth in Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

(b) Pro Forma Information. Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used

(a)–(b) Solicitations or Recommendations; Employees and Corporate Assets. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Opinion of Deustche Bank

Summary Term Sheet—Equity Financing

Questions and Answers about the Special Meeting and the Merger

Special Factors—Background of the Merger

Special Factors—Opinion of Deutsche Bank

Special Factors—Equity Financing

Special Factors—Fees and Expenses

The Special Meeting—Solicitation of Proxies

Item 15. Additional Information

(b) Golden Parachute Compensation. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:

Summary Term Sheet—Interests of Certain of the Company’s Directors and Executive Officers in the Merger

Special Factors—Interests of Certain of the Company’s Directors and Executive Officers in the Merger

(c) Other Material Information. The information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.

Item 16. Exhibits

(a)(1) Proxy Statement of AmTrust Financial Services, Inc. (incorporated herein by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission on April 9, 2018 (the “ Proxy Statement ”).

 

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(a)(2) Form of Proxy Card (incorporated herein by reference to the Proxy Statement).

(a)(3) Letter to the Company Shareholders (incorporated herein by reference to the Proxy Statement).

(a)(4) Notice of Special Meeting of Shareholders (incorporated herein by reference to the Proxy Statement).

(a)(5) Press Release of the Company, dated as of March 1, 2018 (incorporated herein by reference to Exhibit 99.1 to the Form 8-K filed with the Securities and Exchange Commission on March 1, 2018).

(b) None.

(c)(1) Opinion of Deutsche Bank (incorporated herein by reference to Annex C of the Proxy Statement).

(c)(2) Presentation to the Special Committee of the Board of Directors of the Company, dated January 4, 2018, presented by Deutsche Bank, provided to the Special Committee.

(c)(3) Presentation to the Special Committee of the Board of Directors of the Company, dated January 16, 2018, presented by Deutsche Bank, provided to the Special Committee.

(c)(4) Presentation to the Special Committee of the Board of Directors of the Company, dated January 29, 2018, presented by Deutsche Bank, provided to the Special Committee.

(c)(5) Presentation to the Special Committee of the Board of Directors of the Company, dated January 31, 2018, presented by Deutsche Bank, provided to the Special Committee.

(c)(6) Presentation to the Special Committee of the Board of Directors of the Company, dated February 5, 2018, presented by Deutsche Bank, provided to the Special Committee.

(c)(7) Presentation to the Special Committee of the Board of Directors of the Company, dated February 7, 2018, presented by Deutsche Bank, provided to the Special Committee.

(c)(8) Presentation to the Special Committee of the Board of Directors of the Company, dated February 11, 2018, presented by Deutsche Bank, provided to the Special Committee.

(c)(9) Presentation to the Special Committee of the Board of Directors of the Company, dated February 20, 2018, presented by Deutsche Bank, provided to the Special Committee.

(c)(10) Presentation to the Special Committee of the Board of Directors of the Company, dated February 22, 2018, presented by Deutsche Bank, provided to the Special Committee.

(c)(11) Presentation to the Special Committee of the Board of Directors of the Company, dated February 26, 2018, presented by Deutsche Bank, provided to the Special Committee.

(c)(12) Presentation to the Special Committee of the Board of Directors of the Company, dated February 28, 2018, presented by Deutsche Bank, provided to the Special Committee.

(d)(1) Agreement and Plan of Merger, dated March 1, 2018, by and among Evergreen Parent, L.P., Evergreen Merger Sub, Inc. and AmTrust Financial Services, Inc. (incorporated herein by reference to Annex A-1 of the Proxy Statement).

(d)(2) Rollover Agreement, dated as of March 1, 2018, by and between Evergreen Parent, L.P. and the Rollover Stockholders (incorporated herein by reference to Annex A-2 of the Proxy Statement).

(d)(3) Interim Investors Agreement, dated March 1, 2018, by and among Evergreen Parent, L.P., Evergreen Merger Sub, Inc., K-Z Evergreen, LLC, Trident Pine Acquisition LP and, for certain limited purposes set forth therein, the Barry D. Zyskind, George Karfunkel and Leah Karfunkel (incorporated herein by reference to Exhibit 99.10 of the Schedule 13D filed by Barry D. Zyskind on March 1, 2018).

(d)(4) Trident Equity Commitment Letter, dated March 1, 2018, by and among Trident Pine Acquisition LP and Evergreen Parent, L.P (incorporated herein by reference to Exhibit 99.7 of the Schedule 13D filed by Barry D. Zyskind on March 1, 2018).

 

12


(d)(5) K-Z Equity Commitment Letter, dated March 1, 2018, by and among K-Z Evergreen, LLC and Evergreen Parent, L.P (incorporated herein by reference to Exhibit 99.8 of the Schedule 13D filed by Barry D. Zyskind on March 1, 2018).

(d)(6) Back-to-Back Commitment Letter, dated March 1, 2018, by and among Barry D. Zyskind, George Karfunkel, Leah Karfunkel and K-Z Evergreen, LLC (incorporated herein by reference to Exhibit 99.11 of the Schedule 13D filed by Barry D. Zyskind on March 1, 2018).

(d)(7) Back-to-Back Commitment Letter, dated March 1, 2018, by and among Trident Pine Acquisition LP, Trident VII, L.P., Trident VII Parallel Fund, L.P., Trident VII DE Parallel Fund, L.P. and Trident VII Professionals Fund, L.P (incorporated herein by reference to Exhibit 99.12 of the Schedule 13D filed by Barry D. Zyskind on March 1, 2018).

(f) Section 262 of the Delaware General Corporation Law (incorporated herein by reference to Annex B of the Proxy Statement).

(g) None.

 

 

13


SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated as of April 9, 2018

 

AMTRUST FINANCIAL SERVICES, INC.
By:  

/s/ David Saks

  Name:   David Saks
  Title:   Chief Legal Officer
EVERGREEN MERGER SUB, INC.
By:  

/s/ Barry D. Zyskind

  Name:   Barry D. Zyskind
  Title:   Co-President and Co-Secretary
EVERGREEN PARENT, L.P.
By Evergreen Parent, GP, LLC, its general partner
By:  

/s/ Barry D. Zyskind

  Name:   Barry D. Zyskind
  Title:   Manager
EVERGREEN PARENT GP, LLC
By:  

/s/ Barry D. Zyskind

  Name:   Barry D. Zyskind
  Title:   Manager
K-Z EVERGREEN, LLC
By:  

/s/ Barry D. Zyskind

  Name:   Barry D. Zyskind
  Title:   Manager
BARRY D. ZYSKIND

/s/ Barry D. Zyskind

Name:   Barry D. Zyskind


GEORGE KARFUNKEL

/s/ George Karfunkel

Name:   George Karfunkel
LEAH KARFUNKEL

/s/ Leah Karfunkel

Name:   Leah Karfunkel
ROLLOVER STOCKHOLDER

/s/ Barry Karfunkel

Name:   Barry Karfunkel
ROLLOVER STOCKHOLDER

/s/ Robert Karfunkel

Name:   Robert Karfunkel
ROLLOVER STOCKHOLDER

/s/ Anne Neuberger

Name:   Anne Neuberger
ROLLOVER STOCKHOLDER

/s/ Sarah Horowitz

Name:   Sarah Horowitz
ROLLOVER STOCKHOLDER

/s/ Bernard Karfunkel

Name:   Bernard Karfunkel
ROLLOVER STOCKHOLDER

/s/ Cindy Brecher

Name:   Cindy Brecher


TRIDENT PINE ACQUISITION LP

By Trident Pine GP, LLC, its general partner

 

By:  

/s/ David Wermuth

  Name:   David Wermuth
  Title:   Manager
TRIDENT PINE GP, LLC
By:  

/s/ David Wermuth

  Name:   David Wermuth
  Title:   Manager
TRIDENT VII PROFESSIONALS FUND, L.P.
By Stone Point Capital LLC, its manager
By:  

/s/ David Wermuth

  Name:   David Wermuth
  Title:   Senior Principal; General Counsel
TRIDENT VII, L.P.
By Stone Point Capital LLC, its manager
By:  

/s/ David Wermuth

  Name:   David Wermuth
  Title:   Senior Principal; General Counsel
TRIDENT VII DE PARALLEL FUND, L.P.
By Stone Point Capital LLC, its manager
By:  

/s/ David Wermuth

  Name:   David Wermuth
  Title:   Senior Principal; General Counsel
TRIDENT VII PARALLEL FUND, L.P.
By Stone Point Capital LLC, its manager
By:  

/s/ David Wermuth

  Name:   David Wermuth
  Title:   Senior Principal; General Counsel

Exhibit (c)(2)

 

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Deutsche Bank
Corporate & Investment Bank
Presentation to the Special Committee
January 4, 2018
Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


LOGO

 

A. DB team and qualifications
B. situation assessment
C. Strategic alternatives
D. Conclusion
Discussion agenda
A DB team and qualifications
B Situation assessment for Special Committee
C Consideration of strategic and financial alternatives
D Conclusion and path forward
Deutsche Bank
Corporate & Investment Bank
1


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A. DB team and qualifications
B. situation assessment
C. Strategic alternatives
D. Conclusion
Deutsche Bank’s dedicated team for the Special Committee
Dedicated team for the Special Committee
39
14
Jim Stynes
Managing Director Global Chairman of M&A
31
2
Celeste Guth
Managing Director Global Co-Head of FIG
18
<1
MeirLewis
Managing Director Head of US Insurance
18
<1
Sean Fernandes
Managing Director
10
8
Simon Paciura
Vice President
6
<1
Kulin Shah Associate
2
2
Jacqueline Li
Analyst
Deutsche Bank • Number of years in the industry
Corporate & Investment Bank
• Number of years at Deutsche Bank
2


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A. DB team and qualifications B. Situation assessment C. Strategic alternatives D. Conclusion
Why DB?
Seasoned team of trusted advisors
– Highly experienced team of senior bankers with more than 100 years of combined advisory experience
– Hands-on approach to the engagement (please ask for our references)
Special Committee advisory track record
– This team personally advised on highly relevant insurance and financial services special committee assignments:
– American Financial / National Interstate
– AXA / AXA Financial
– MassMutual and Cerberus / Scottish Re
– DB institutional knowledge having advised on more than 10 special committee assignments in the past few years
Insurance industry expertise
– Global financial services and insurance team of more than 100 professionals
– Active dialogue and access to potential alternative buyers
– Comprehensive capital markets, trading and research capabilities
Dedicated execution resources
– Recent investment in dedicated execution team with immediate capacity for this priority assignment
– Line-of-sight location of DB office to AmTrust headquarters
Deep knowledge of company by team members
– Up to speed on situation and familiar with recent events
– Ability to move quickly and focus on robust process requirements
– Important assignment for individuals involved
Deutsche Bank
Corporate & Investment Bank
3


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A. DB team and qualifications B. Situation assessment C. Strategic alternatives D. Conclusion
Relevant transaction experience of senior team members (1/2)
Celeste Guth
Managing Director Global Co-Head of FIG
2 years at DB
31 years industry experience
Celeste joined DB in 2016 after spending 29 years at Goldman Sachs where she was Partner and Vice Chairman of the Global Financial Institutions Group and Global Head of Insurance
Prior to being named Vice Chairman she headed FIG Americas at Goldman from 2003 through 2012. She was named a partner in 2002
Special committee advisor to Scottish Re on sale to Cerberus / MassMutual
Minority buy-out of AXA Financial by AXA
Special committee of Castlepoint in their negotiations with Tower
American General’s take private of Western National by buy-out of minority shareholders
Represented PacLife in restructuring minority stake in PIMCO post-Alliance
Restructuring of FGIC post financial crisis
Sale of Stancorp Financial to Meiji Yasuda
Sale of New York Life’s Mexican Surety operations to ACE
lNG Latin America sale to GrupoSura
BBVA Latin America Pension Operations sale to Metlife and others
Sale of SunAmerica to AIG
Sale of USlife to American General
Sale of Capital Holdings to Aegon
Sell down of ING’s Canadian operations, now Intact
Sale of Kemper to Zurich
Warranty Group sale to TPG
Sale of Global Capital Re to XL
Sumitomo acquisition of Symetra
Dai-lchi life acquisition of Protective life
IPO and Demutualizations of Prudential, Principal, StanCorp and Dai-lchi
IPOs and carveouts of Voya from lNG and Hartford Insurance from ITT
Background
Select transaction experience
Jim Stynes
Managing Director Global Chairman of M&A
14 years at DB
39 years industry experience
Jim joined DB in 2003 after 25 years at Morgan Stanley in the Mergers & Acquisitions area
He has executed over 100 transactions consisting of sell-sides, buy-sides and restructurings in a wide variety of businesses
Sale of Nortek to Kelso (large management block)
Sale of Petrolite (45% controlled by Barnickel Trust) to Baker Hughes
Acquisition of Fina Inc by Petrofina
Sale of Hartford’s Japan Variable Annuity business to Orix
Sale of Hittite to Analog Devices
Sale of life Technologies to Thermo Fisher
Sale of Medicis to Valeant
Sale of Solutia to Eastman Chemical
Sale of CVR Energy to Icahn
Sale of Keebler to Kellogg
Acquisition of Qualcomm by Broadcom (Pending)
Acquisition of Axiall by Westlake
Acquisition of CSR by Qualcomm
Three-way merger between Coca-Cola Enterprises Inc. and Coca-Cola Iberian Partners and Germany’s Coca-Cola bottler
Acquisition of Cephalon Inc. by Teva Pharmaceutical Industries
Acquisition of Syniverse Technologies by Carlyle Group LLC
Acquisition of Cadbury PLC by Kraft Foods Inc.
Acquisition of Anheuser Busch by lnBev
Acquisition of Nabisco by KKR
Lockheed’s purchase of General Dynamic’s F-16 fighter division
Merger of Equals between Molson and Coors
Merger of Texaco and Chevron
Merger of Equals between Lockheed and Martin Marietta
Defense of Texaco against Carl Icahn’s proxy contest
Deutsche Bank Note: Bolded names relate to transactions involving a Special Committee of the Board
Corporate & Investment Bank
4


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A. DB team and qualifications B. Situation assessment C. Strategic alternatives D. Conclusion
Relevant transaction experience of senior team members (2/2)
Meir Lewis
Managing Director
Head of Americas Insurance
<1 year at DB
18 years industry experience
— Meir joined DB in 2017 and spent 7 years at Morgan Stanley in New York, where
he was a Managing Director with a focus on P&C insurance and reinsurance
clients
— Meir started his career at Citi where he spent 10 years in both Tel Aviv and New
York
— Special committee advisor on public merger (ongoing)
— Special committee advisor to National Interstate on sale to American
Financial Group (2016)
_ Audit committee advisor to Global Indemnity on repurchase from Fox Paine
LPs (2015) and subsequent evaluation of transaction (2017)
— Audit committee advisor to Primerica on repurchases from Citi (2012, 2013)
— Sale of Rain and Hail Insurance to ACE
— Sale of U.S. Specialty Homeowners business by QBE to National General
— Sale of Chubb reinsurance operations to Stone Point Capital to form Harbor Point
—Cross-border acquisition of UK listed Catlin by XL
— Acquisition by Munich Re of Hartford Steam Boiler from AIG
— Acquisition by Liberty Mutual of Ohio Casualty
— LBOs: Alliant, Sedgwick, Cunningham Lindsey
— IPOs: Primerica, Apollo Invest Corp, BlackRock Kelso, Kayne Anderson, BPW,
National Atlantic
— Follow-ons / Secondaries: AmTrust, NatGen, Progressive, Markel, James River
— Private Placements: Primerica, Wilton Re
Sean Fernandes
Managing Director
<1 year at DB
18 years industry experience
Sean joined DB in 2017 and has spent the bulk of his career at Goldman Sachs, based in London, New York, Hong Kong and Tokyo, Where he focused on sponsor-held and independent insurance brokers and services companies
- He spent three years at Apax Partners where he had responsibility for various FIG investments
- Special committee advisor to Scottish Re on sale to Cerberus and MassMutual
- Stake increase by Barclays plc in Absa Group
- Sale of NWD Investment Management to Nationwide Financial Services
- Take private of ccs Income Trust
_ Take private of Bankrate.com
- Sale of AmerUs to Aviva Plc
- Sale of UnumProvident Canada to Royal Bank of Canda
- Sale of RSUI to Alleghany Corporation
- Investment by Goldman Sachs in Hana Bank
- Sale of Fiduciary Trust Company to Franklin Resources
- Sale of State Street’s Private Asset Management business to US Trust
- Sale of HartRe to Endurance Specialty
- Sale of McMorgan to New York Life
- Sale of Goldman Sachs’ minority interests in its India JV to Kotak Bank
Background
Select transaction experience
Deutsche Bank Note: Bolded names relate to transactions involving a Special Committee of the Board
Corporate & Investment Bank
5


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A. DB team and qualifications B. Situation assessment C. Strategic alternatives D. Conclusion
Situation overview
AmTrust has grown from a start-up in 1998 to a leading international commercial lines carrier
–-Leading franchise in U.S. workers comp (#3)(a)
–-Leading franchise in U.S. commercial lines (#11)(a)
–-Strategy driven by organic growth in niche markets, complemented by M&A
Company has faced significant headwinds in the public markets over past 12 months
–-Stock has traded down in the past 12 months by 62%
–-Stock currently trades at 0.79x P/BV (excluding the impact of fee business sale) and 7.5x P/E (2018E)
The Company has taken decisive actions to address recent concerns
–-Injected capital in the business: Family PIPE, sale of NGHC stake
–-Management change: replaced CFO
–-Simplified business: sale of fee business, policy administration system sale
We understand from Wilkie that Special Committee has been formed to evaluate a potential going private transaction
The Special Committee will be responsible for acting in the interest of public shareholders and for ensuring a rigorous
process
Deutsche Bank Note: Market data as at January 2, 2018.
Source: Company data, SNL Financial, FactSet
Corporate & Investment Bank (a) Based on AmTrust 2016 financials.
6


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A. DB team and qualifications B. Situation assessment C. Strategic alternatives D. Conclusion
Key focus areas for the Special Committee
Key focus area Key considerations
– Detailed preparation process to highlight opportunities and issues
early
1 Thoroughness of process – Appropriate level of due diligence is a key starting point
– Examine all available strategic and financial alternatives thoroughly
– The controlling shareholders / acquirers may have different interests
and objectives than minority shareholders
2 Establishing control of the process
– Ensure the process allows the time and flexibility to determine and
pursue the right outcome for public shareholders
– Important to consider the wide range of alternatives available to the
Special Committee
3 Maintaining maximum optionality
– Including assessment of alternative buyers and capital markets
solutions
4 Minimizing disruption to the business – Process must be both effective and efficient
during the process – Protect the flow of confidential information
– Scrutiny will be intense from shareholders and other key constituents
– Benefits of clear and open communication and careful record for all
5 Maintaining effective communication constituencies (Special Committee, buyer group, minority share
and records throughout the process holders)
– Direct communications with large institutional shareholders can be
helpful
Deutsche Bank
Corporate & Investment Bank
7


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A. DB team and qualifications B. Situation assessment C. Strategic alternatives D. Conclusion
Preliminary framework for assessment of strategic alternatives
Scenario Description Key issues to consider
– Advantages of being public
– Continue to execute on the current
1 Maintain business plan – Impact of remedial actions have
already been taken
status quo – Minority stake continues to be owned by
public shareholders – Impact of distraction from public
markets
– Robust process
2 Management – Take-private and de-listing of AmTrust – Consideration of alternatives
Buy Out stock
– Financing
3 Sale of Cash – Family willingness to sell
100% to – Acquisition by a third party strategic or – Buyer appetite
financial buyer – Financing (if cash deal)
a third party Stock – Consideration (if stock deal)
– Excess capital
– Use excess capital and debt capacity to
Recapitalization – Leverage target
buy back shares in public markets
– Stock liquidity
Deutsche Bank
Corporate & Investment Bank
8


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A. DB team and qualifications B. Situation assessment C. Strategic alternatives D. Conclusion
Illustration of potential strategic and financial buyers
Valuation metrics
Market Cap ($bn) p/e (2018) P/BV
U.S. insurance ranking
Workers’ comp Commercial
DWP ($bn) Market share DWP ($bn) Market share
Strategic buyers Financial buyers
Note: Market data as of 1/2/2018.
Deutsche Bank
(a) Indicated sorted by the metric.
Corporate & Investment Bank Source: Company filings, Wall Street research, FactSet, SNL Financial
9


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A. DB team and qualifications B. Situation assessment C. Strategic alternatives D. Conclusion
Role of DB in advising the Special Committee
DB will be fully committed to each aspect of the analysis of strategic options, providing precise advice to the Special
Committee, and executing the range of strategic alternatives available
Conduct business and financial due diligence on AmTrust
—Commence detailed due diligence immediately upon appointment to advise Special Committee
- Develop a detailed assessment of management’s business and financial plan
—Develop a detailed view of the opportunities and challenges posed by management’s plan
Analyze the value of AmTrust
—Assess current and potential future public market value
—Assess private market value
—Identify other sources of value
Assess value maximization alternatives to the current plan
—Strategic or capital markets alternatives
—Form an assessment on the achievability, certainty and conditionality of each alternative
- Advise the Special Committee on tactical and process considerations
Advise the Special committee in formulating and communicating a response to the buyer group
- Develop process to maximize the Special Committee’s control over the outcome
As directed by the Special Committee, manage the execution of any alternative selected by the Special Committee
- Management buy-out, sale to third-party, recapitalization or other
As directed by the Special Committee, assist in negotiating a transaction for the best interests of public shareholders
Coordinate and collaborate with the Special Committee’s other external advisors (actuarial, accounting, legal)
Deutsche Bank
Corporate & Investment Bank
10


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DB will work closely with the Special Committee throughout the process with regular update meetings to track progress and timeline
A. DB team and qualifications B. Situation assessment C. Strategic alternatives
D. Conclusion
strategic review
Due diligence of the business
Evaluate and analyze proposal (once received)
Review
options
Respond to proposal
Negotiate transaction and market check (if appropriate)
Close transaction (following go shop if appropriate)
Assessment of current situation
Detailed
valuation
review
Deal feasibility
In-depth due
diligence
review to
understand
value and
business
momentum
Remain public/ status quo
Assess depth and interest from other potential strategic or financial buyers
Evaluate other options to
maximize
value
Agree initial response to proposal and
key messages
Negotiate with bidder and advisors (if appropriate)
Further special committee
review
post
discussions
Close transaction (following go shop if appropriate)
Negotiate
definitive
agreement
focus on critical terms
- financing commitment /deal certainty
- termination/ fiduciary out
Conduct market check (limited or broad process pre / post signing)
Coordinate day-to-day details to bring the transaction to closure
11


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Deutsche Bank
Corporate & Investment Bank
Appendix I
Supplemental information


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Select other DB special committee assignments
CONSOLIDATED TOMOKA Consolidated Tomoka Undisclosed Exploration of strategic alternatives Sole Financial Advisor to Special Committee Terminated Pan Pan Seguros / Pan Corretora USD254 million
Advised Pan Seguros I Pan Corretora on sale to Banco PTG Pactual and Caixa Economica Federal
Financial Advisor to Special Committee December 2014 cm: 16
LOKAL CPA:16 Global USD1.9 billion Advised CPA: 16 on the acquisition of affiliated CPA14 REIT MWeff
Neff Corp
USD13 billion Advised the special committee of the Board of Directors of Neff Corp on its agreement to sell to United Rental
Sole Financial Advisor to Special
Committee
July 2017
ft TC PipeLines, LP TC PipeLines, LP
USD215 million
Advised TransCanada on the drop-down of Bison Pipeline
Sole Financial Advisor to Conflicts
Committee
October 2014
RC.V+
RCN Corporation
USD13 billion
Advised RCN on the sale to ABRY Partners
TC PipeLines, LP TC PipeLines, LP
USD223 million
Advised TransCanada in the drop-down of 49.9% interest in PNGTS
Sole Financial Advisor to Conflicts
Committee
January 2016
duco
I incorporated
Alico
USD138 million
Advised Alico on the sale of 51% to the AHon Group
Sole Financial Advisor to Special
Committee
November 2013
i ms
IMS Health Inc
USD5.2 billion
Advised IMS Health on its sale to investor group
^ ASHFORD
nosriTALrrv fume
Ashford Hospitality Trust
Undisclosed
Exploration of strategic alternatives
Sole Financial Advisor to Special Committee
2015/2016
kitd&al
Kit Digital
Undisclosed
Advised the Transaction Committee of Kit Digital on reorganisation plan
Financial Advisor to Transaction Committee
August 2013
Tutor-Soliba
CORTOfiATlON
Tutor-Saliba
USD862 million
Advised Tutor-Salfea on the sale to Perini
vivendi
Vivendi SA/SFR
EUR17 billion
Advised supervisory board of Vivendi on proposed disposal of SFR
Sole Financial Advisor to Special
Committee
May 2015
BELMOND Belmond Ltd
USD1.9 billion
Advised Belmond Ltd on hostile defense
Financial Advisor to Transaction Committee October 2012
Beritl
Bentley Pharmaceuticals
USD352 million
Advised Bentley Pharmaceuticals on the sale to Teva Pharmaceuticals
TC PipeLines, LP TC PipeLines, LP
USD446 million
Advised Trans Canada on the drop-down of remaining 30% interest in GTN Pipeline
Sole Financial Advisor to Conflicts
Committee
April 2015
15
CPA:15
USD2.6 billion
Advised CPA15 on its sale to WP Carey & Co
Sole Financial Advisor to Special
Committee
September 2012
BRADLEY
PHARMACEUTICALS Bradley Pharmaceuticals
USD349 million
Advised Bradley Pharmaceuticals on the merger with Nycomed US Inc
Affinity
Affinity Gaming Undisclosed
Exploration of strategic alternatives
Sole Financial Advisor to Special
Committee
2014/2015
CIC ENERGY:
CIC Energy CAD115 million
Advised CIC Energy on the sale to Jindal Steel and Power
Sole Financial Advisor to Special
Committee
September 2012
Sole Financial Advisor to Special
Committee
May 2011
EC3Q
EGLInc USD22 billion
Advised EGL on the sale to CEVA Logistics Inc
Financial Advisor to Special Committee November 2007
Financial Advisor to Special Committee August 2010
Comverse Technology Inc USD293 million
Advised Comverse on the private placement in Verint Systems
Financial Advisor to Special Committee May 2007
Lead Financial Advisor to Transaction
Committee
February2010
LnraAL
Space & Communications
Loral Space & Communications Ltd USD300 million
Advised Loral on a private placement to MHR Fund Management
Financial Advisor to Special Committee February 2007
Financial Advisor to Special Committee
September 2008
Asahi-Tec USD1.2 billion
Advised Asahi-Tec on the acquisition of Metaldyne
Financial Advisor to Special Committee January 2007
Financial Advisor to Special Committee July 2008
Royal Group
Royal Group Technologies USD2.0 billion
Advised Royal Group Technologies on the sale to Georgia Gulf
Financial Advisor to Special Committee October 2006
Financial Advisor to Special Committee February 2008
BOYDGAMING Boyd Gaming Corp USD533 million
Advised Boyd Gaming Corp on the sale of South Coast Casino
Sole Financial Advisor to Special
Committee
October 2006
Financial Advisor to Special Committee November 2007
Telewest Global Inc USD9.2 billion
Advised Telewest Global on the sale to NIL Inc
Financial Advisor to Special Committee March 2006
12


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AFSI LTM stock price development
Price performance
LTM 3-month 6-month
(61.6%) (25.1%) (30.8%)
2/27/2017 4/4/2017 5/8/2017 6/5/2017 9/14/2017 11/8/2017 11/16/2017
AFSI files for 2016 2016 10K filed Q1 earnings release CFO replaced Announced sale of Q3 earnings release; WSJ article
10K filing delay policy administration exhaustion of
system to NGHC for Premia ADC
$200mm
3/16/2017 4/10/2017 5/25/2017 6/9/2017 11/6/2017
Extended deadline to WSJ article Announced $300mm Sale of $200mm stake Sale of FeeCo in $1.1bn
file 2016 10K and private placement with in National General LBO with MDP;
announcement of members of the AM Best places credit rating
further delay Karfunkel family under review
$35.00
$30.00 $25.00 $20.00 $15.00 $10.00 $5.00
$10.47
Stock price ($)
11/13/2017 AFSI downgraded by JMP
Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Jan-18
Deutsche Bank Note: Market data as of 1/2/2018.
Source: Company filings, Wall Street research, FactSet, Internet publications
Corporate & Investment Bank
13


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AFSI trading multiples
P/BV development
P/NTM earnings development
P / B
1-year 10-year
Current average average
0.79x 1.17x 1.81x
P / NTM Earnings
1-year 10-year
Current average average
7.5x 7.1x 7.9x
Price / book (x)
0.00x 0.50x 1.00x 1.50x 2.00x 2.50x 3.00x 3.50x
Apr-07 Dec-09 Aug-12 Apr-15 Jan-18
0.79x
Price / NTM EPS (x)
0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x
Apr-07 Dec-09 Aug-12 Apr-15 Jan-18
Deutsche Bank Note: Market data as at January 2, 2018.
Source: Company data, SNL Financial, FactSet
Corporate & Investment Bank
14


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Current AmTrust ownership
Based on public sources
Current shareholder breakdown Family ownership summary Public ownership summary
Public
Family float ownership
44% 55%
Other insiders 1%
Non-voting shares until after the 2018 annual shareholders meeting
Market Position % Name value (‘000) ownership ($mm)
Position % Market Name ownership value
(‘000)
($mm)
Barry Zyskind (CEO) 44,777 22.8% $447.7
George Karfunkel (Director) 32,438 16.5% 324.3
Family 2017 PIPE 24,096(a) 12.3% 240.9
Estate of Michael Karfunkel 4,225 2.2% 42.2 2,371 1.2% 23.7 107,907 55.0% $1,079.0
Market Position % Name value (‘000) ownership ($mm)
Other insiders 2,712 1.4% 27.1
9,726 5.0% $97.2 lnvesco Advisers 7,620 3.9% 76.2 BlackRock Fund Advisors 5,221 2.7% 52.2 Goldman Sachs & Co. 5,146 2.6% 51.5 Principal Global Investors 3,702 1.9% 37.0 SSgA Fund Management 3,254 1.7% 32.5
RBC Global Asset
2,871 1.5% 28.7
Management
Dimensional Fund
2,699 1.4% 27.0
Advisors
lnvesco PowerShares
Capital Management 2,301 1.2% 23.0 JPMorgan Securities 2,145 1.1% 21.4
Other 40,748 20.8% 407.4
Total public 85,433 43.6% $854.2
Note: Market data as of 1/2/2018. Total shares outstanding as of latest available. Based on share price of $10.47.
Deutsche Bank
(a) Shares issued on 5/25/2017.
Corporate & Investment Bank Source: Company filings, FactSet
Leah Karfunkel (Director)
Total family
15


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“IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsche Bank Trust Company Americas (“DBTCA”) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or any
U.S. Broker-dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law).
Statements and opinions regarding the Recipient’s investment case, positioning and valuation are not, and should not be construed as, an indication that Deutsche Bank will provide favorable research coverage of the Recipient or publish research containing any particular rating or price target for the Recipient’s securities.
This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.
The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary or other relationship between the Recipient and Deutsche Bank.”
Deutsche Bank
Corporate & Investment Bank
16

Exhibit (c)(3)

 

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Deutsche Bank Corporate & Investment Bank Project Pine Organizational Meeting of the Special Committee January 16, 2018 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


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Discussion agenda A • Legal matters B • Review of the proposal C • Process overview D • Illustrative valuation framework Deutsche Bank Corporate & Investment Bank


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B Review of the proposal (1/3) Key terms / comments of proposal Comments / areas for clarification – Press release – 13D Information disclosed – 1 Letter to the Board of Directors – Joint bidding agreement (“JBA”) – “Trident Pine Acquisition LP (“Trident” [or “SPC”]), an affiliate of Stone Point Capital LLC (“Stone Point”), is pleased to submit this non-binding indicative proposal, together with Barry D. Zyskind [(“BZ”)], George Karfunkel and Leah Karfunkel and – Lack of detailed disclosure on certain entities controlled by them (the “Family Stockholders”), for the potential investment contribution of involved acquisition of all of the outstanding shares of common stock of AmTrust Financial parties 2 Buyer overview Services, Inc. (“AmTrust”) not owned or controlled by the Family Stockholders” – Identity of senior management and – “This proposal assumes that the Family Stockholders, senior management and certain other stockholders associated certain other stockholders associated with or related to the Family Stockholders will with or related to the Family roll the shares of common stock of AmTrust owned or controlled by them into the Stockholders who will roll shares Acquiror and that the Family Stockholders will also make an additional cash contribution to the Acquiror” – “…the Family Stockholders currently own or control approximately 43% of the 3 Ownership – Treatment of PIPE shares outstanding shares of common stock of AmTrust…” – Acquisition price: $12.25 per share – Premium: 20.8% over January 8, 2017 closing price – “The Group [(Trident and Family Stockholders)] estimates that the aggregate – No reference to valuation or other 4 Economic terms consideration required to acquire the Shares not owned or controlled by the Group in metrics the proposed transaction described in Item 4 below would be approximately $1.1 billion” – “We expect that a special committee consisting of independent members of AmTrust’s board of directors will consider the proposed transaction and make a Formation of Special 5 recommendation to the AmTrust board of directors. We further expect that the – Typical Committee special committee will retain its own independent legal and financial advisors to assist in its review of the proposed transaction” Deutsche Bank Corporate & Investment Bank Source: Press release dated 1/9/2018, 13D filed 1/10/2018, Letter to the Board of Directors dated 1/9/2018, Joint bidding agreement dated 1/9/2018 1


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B Review of the proposal (2/3) Key terms / comments of proposal Comments / areas for clarification – “The transaction will be subject to a non-waivable condition requiring approval of a 6 Shareholder vote majority of the shares of AmTrust not owned by the Family Stockholders, senior – Typical management, or their respective affiliates or associates” – “The Family Stockholders believe that Stone Point is uniquely positioned to partner 7 with the Family Stockholders to undertake the proposed transaction and the Family Other buyers – Typical Stockholders have no interest in selling any of the shares of common stock of AmTrust owned or controlled by them” – “Consummation of the proposed transaction would be contingent on the “majority of the minority” stockholder approval described above, receipt of required regulatory – Discuss financing condition (not in press approvals, AmTrust’s consummation of its previously announced sale of a 51% release) equity interest in certain of AmTrust’s U.S.-based fee businesses to Madison – Contingent on sale of U.S.-based fee 8 Conditions to close Dearborn Partners and other customary conditions to closing, potentially including a business (not in press release) condition related to the percentage of outstanding shares of common stock of – Understand potential appraisal rights AmTrust demanding appraisal rights. The proposed transaction would not be subject condition to a financing condition” – Silent on converts / debt – “…this proposal also contemplates that the outstanding series of AmTrust preferred 9 Other securities – Ongoing disclosure and other stock will remain outstanding in accordance with their terms” obligations of the preferred securities – “Any obligation of Stone Point (including funds managed by Stone Point) and the 10 Definitive documents Family Stockholders with respect to the proposed transaction will be only as set forth – Typical (not in press release) in a definitive written agreement executed by them” Deutsche Bank Corporate & Investment Bank Source: Press release dated 1/9/2018, 13D filed 1/10/2018, Letter to the Board of Directors dated 1/9/2018, Joint bidding agreement dated 1/9/2018 2


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B Review of the proposal (3/3) Key terms / comments of proposal Comments / areas for clarification – “In connection with the proposed transaction, we hereby request that the special committee agree to allow Stone Point and the Family Stockholders to speak with – Discuss process and parameters certain other stockholders that are related to or associated with the Family – Identity of “certain other stockholders” Stockholders about potentially rolling over such other stockholders’ shares of common stock in connection with the proposed transaction” 11 Requests – “Stone Point and the Family Stockholders also request that the special committee agree to allow Stone Point and the Family Stockholders to speak with certain other – Discuss process and parameters third-party financing sources regarding such other third-party financing sources potential equity participation in the proposed transaction” – “SPC and the Stockholders are engaged in discussions regarding the potential acquisition of AmTrust Financial Services, Inc.,... pursuant to which AmTrust would be acquired by a new entity formed by the Parties [(SPC and the Stockholders)]” – “Each of the Parties agrees to work exclusively with the other Parties with respect to a Bid” 12 Joint Bidding – “This Agreement shall terminate automatically upon the earlier of (A) consummation Agreement of a Transaction or (B) three (3) months after the date hereof” – “…Stockholders shall, on a joint and several basis, pay to SPC, contingent upon, and within fifteen (15) business days of the consummation of such transaction (whether or not within such twelve (12) month period), an amount determined by BZ in good faith, which amount shall not be less than $10,000,000 and shall not be greater than $30,000,000)” – Family: Paul Weiss 13 Advisors – Stone Point: Skadden Arps and E&Y Deutsche Bank Corporate & Investment Bank Source: Press release dated 1/9/2018, 13D filed 1/10/2018, Letter to the Board of Directors dated 1/9/2018, Joint bidding agreement dated 1/9/2018 3


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C Illustrative process straw-man Conduct organizational and preparatory work (hire advisors, etc.) Conduct due diligence of business (business, projections/financial, legal, other) Evaluate and analyze proposal Review various options, including but not limited to: Proceed with current Negotiate higher Approach third party Recapitalization / Maintain status quo proposal price buyers other Negotiate with bidder and advisors Negotiate transaction and market check (if appropriate) Close transaction Deutsche Bank Corporate & Investment Bank 4


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D Illustrative valuation framework Potential items for consideration Valuation levers Comments ‒ Understand assumptions and benchmark plan vs. prior projections, historical performance, Wall Street 1 Company financial plan analyst estimates and peers ‒ Analysis of capitalization including excess capital, if any Excess capital and 2 ‒ Incremental debt capacity, if any leverage capacity ‒ Ability to conduct share buybacks based on leverage and excess capital ‒ Current and recent stock price performance ‒ Stand-alone and against market and peers Public market performance & 3 ‒ Consider volume / Volume Weighted Average Price research perspectives ‒ Shareholder base analysis ‒ Review of Wall Street analyst earnings estimates and changes in earnings estimates, if any ‒ Analysis of trading valuations of comparable companies Trading 4 ‒ Price / Earnings, Price / Book Value, Price / Tangible Book Value are typically considered comparables ‒ Regression of Price / Book Value to Return on Equity is also sometimes used for insurance companies ‒ Analysis of multiples paid in precedent transactions Precedent insurance 5 ‒ Price / Earnings, Price / Book Value, Price / Tangible Book Value and bid premia are typically considered company transactions ‒ Multiples can reflect change of control premium Precedent minority squeeze- 6 ‒ Review of minority squeeze-out bid premia relative to undisturbed price outs ‒ Discount future dividends and the calculated terminal value; apply an appropriate discount rate reflecting 7 Dividend discount model the cost of equity ‒ Level of interest / actionability 8 Analysis of other buyers ‒ Ability to pay Deutsche Bank Corporate & Investment Bank 5


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“IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsche Bank Trust Company Americas (“DBTCA”) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or any U.S. Broker-dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law). Statements and opinions regarding the Recipient’s investment case, positioning and valuation are not, and should not be construed as, an indication that Deutsche Bank will provide favorable research coverage of the Recipient or publish research containing any particular rating or price target for the Recipient’s securities. This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary or other relationship between the Recipient and Deutsche Bank.” Deutsche Bank Corporate & Investment Bank 6

Exhibit (c)(4)

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Deutsche Bank Corporate & Investment Bank Preliminary peer selection analysis January 29, 2018 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


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Selection of peer set for AmTrust benchmarking – Given AmTrust’s unique mix of business and recent public stress, there is no direct peer set for benchmarking and valuation purposes – We have reviewed company materials (Company 10-K and proxy filings, ratings agency presentations and investor presentations) for self-identified peers – We have also reviewed AmTrust research for indicated peer groups, though only three analysts provide a specific peer set for AmTrust – As part of the assessment of comparability, we compare relative size (market cap and premium volume), business mix (% commercial and % workers compensation) and trading activity (average trading daily volume (“ADTV”) and research coverage) – The result is a preliminary list of 13 peers that best reflect this selection criteria Deutsche Bank Corporate & Investment Bank 1


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Peer selection process overview Full list of disclosed AmTrust peer groups, including those from company presentations, company-specific research and non-company specific industry reports of AmTrust’s analyst coverage universe (39 companies) Include only companies from company presentations and company-specific research (28 companies) Include only companies that meet list of criteria(a) (13 companies) Deutsche Bank Corporate & Investment Bank a) See page 8 for criteria. Source: SNL Financial 2


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Size benchmarking Market cap ($bn) $15.5 $14.8 $9.9 $8.7 $5.0 $4.9 $3.5 $3.0 $2.0 $1.9 $1.4 $1.4 $1.2 $1.1 MKL CNA AFG WRB AIZ THG SIGI PRA AFSI AGII NAVG EIG AMSF JRVR GAAP net written premium ($bn) (Q3 2017 LTM) $7.0 $6.3 $5.0 $4.9 $4.7 $4.4 $4.3 $2.3 $1.6 $1.2 $0.8 $0.7 $0.7 $0.3 (a) CNA WRB AFSI THG AFG AIZ MKL SIGI AGII NAVG PRA JRVR EIG AMSF Deutsche Bank Corporate & Investment Bank Note: Market data as of January 26, 2018. AFSI market cap represents unaffected market cap as of 1/8/2018. Source: Company filings, SNL Financial 3


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Business mix benchmarking Statutory percent workers’ comp (2016) 100% 100% 56% 30% 23% 22% 14% 12% 12% 11% 10% 8% 0% 0% AMSF EIG AFSI AFG PRA WRB SIGI JRVR MKL CNA AGII THG AIZ NAVG Statutory percent commercial lines (2016) 100% 100% 100% 100% 97% 96% 94% 93% 93% 90% 83% 83% 75% 60% AMSF EIG PRA JRVR AGII AFSI WRB NAVG AFG CNA MKL SIGI AIZ THG Deutsche Bank Corporate & Investment Bank Note: Based on 2016 statutory net premiums written for SNL P&C groups. Source: Company filings, SNL Financial 4


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Trading and research analyst comparison Average daily trading volume ($mm) $38.9 $34.9 $31.6 $30.8 $27.3 $21.1 $10.9 $9.4 $9.2 $7.9 $6.0 $5.4 $4.2 $4.2 AIZ AFG MKL AFSI WRB THG SIGI CNA PRA AGII JRVR AMSF EIG NAVG Aggregate research analyst coverage 10 8 6 6 6 5 5 5 5 5 5 4 4 3 WRB PRA AFSI NAVG JRVR AFG AMSF CNA MKL SIGI THG AGII EIG AIZ Deutsche Bank Corporate & Investment Bank Note: 1-year ADTV from 1/1/2017 to 12/31/2017. Source: Company filings, FactSet, Bloomberg, Thomson Eikon 5


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Deutsche Bank Corporate & Investment Bank Appendix I Detailed selection process of peers


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Disclosed peer groups for AmTrust All available peer sets Company presentation Company-specific research Non-company-specific industry reports Management Pres / A.M. Best Pres Company Investor Keefe, Bruyette & (January 2018 / Presentation Compass Point SunTrust Woods FBR JMP September 2017)(a) (November 2016)(b) (July 2017)(c) (January 2018)(d) (January 2018)(e) (January 2018)(f) (January 2018)(g) Total  ACGL 2 AFG 4 AFH 2 AGII 3 AHL 1 AIG 1 AIZ 1 ALL 2 AMSF 5 AXS 1 CB 2 CNA 2 EIG 6 FNHC 1 GBLI 1 HALL 1 HCI 1 HIG 2 HMN 1 HRTG 1 JRVR 4 KMPR 1 KNSL 2 MHLD 1 MKL 5 NAVG 4 NGHC 2 ORI 1 PGR 1 PRA 3 RE 1 RLI 5 SIGI 2 THG 3 TRV 3 UIHC 1 VR 1 WRB 5 XL 3 Total  7 8 9 13 20 10 21 39 peers Deutsche Bank (a) “Select peers” (e) “Specialty peers” / “Specialty insurers” (b) “Peers” (f) “Property / casualty insurers” Corporate & Investment Bank (g) “Insurers” / “Coverage universe” (c) “AFSI specialty insurance comps” (d) “Peer company” / “Specialty P&C” Source: Company documents, Wall Street research 6


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Disclosed peer groups for AmTrust AmTrust-specific peer sets Management Pres / A.M. Best Pres Company Investor (January 2018 / September Presentation Compass Point SunTrust Keefe, Bruyette & Woods 2017)(a) (November 2016)(b) (July 2017)(c) (January 2018)(d) (January 2018)(e) Total  ACGL 1 AFG 4 AFH 1 AGII 2 AHL 1 AIG 1 AIZ 1 AMSF 3 AXS 1 CB 1 CNA 2 EIG 5 GBLI 1 HALL 1 HIG 1 JRVR 2 KNSL 2 MKL 5 NAVG 4 PRA 2 RE 1 RLI 3 SIGI 2 THG 2 TRV 1 VR 1 WRB 5 XL 1 Total 7 8 9 13 20 28 peers Deutsche Bank (a) “Select peers” Source: Company documents, Wall Street research Corporate & Investment Bank (b) “Peers” (c) “AFSI specialty insurance comps” (d) “Peer company” / “Specialty P&C” (e) “Specialty peers” / “Specialty insurers” 7


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Preliminary comparable companies selection criteria Significant non- Limited workers’ comp Market cap between Premium volume commercial business presence # of peer sets $1bn—$10bn between $1bn—$10bn (>30%) (<5%) Selected comps ACGL 1 AFG 4 AFH 1 AGII 2 AHL 1 AIG 1 AIZ(a) 1 AMSF 3 AXS 1 CB 1 CNA 2 EIG 5 GBLI 1 HALL 1 HIG 1 JRVR 2 KNSL 2 MKL 5 NAVG 4 PRA 2 RE 1 RLI 3 SIGI 2 THG 2 TRV 1 VR 1 WRB 5 XL 1 Remaining 14 17 14 25 20 13 Deutsche Bank Note: Peers are excluded from the selection if it is present in only one AmTrust-specific peer set (from the prior page) and if they don’t meet more than one of the other mentioned Corporate & Investment Bank criteria. (a) AIZ is included as a peer due to its sizeable warranty business. 8


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“IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsche Bank Trust Company Americas (“DBTCA”) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or any U.S. Broker-dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law). Statements and opinions regarding the Recipient’s investment case, positioning and valuation are not, and should not be construed as, an indication that Deutsche Bank will provide favorable research coverage of the Recipient or publish research containing any particular rating or price target for the Recipient’s securities. This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary or other relationship between the Recipient and Deutsche Bank.” Deutsche Bank Corporate & Investment Bank 9

Exhibit (c)(5)

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Deutsche Bank Corporate & Investment Bank CONFIDENTIAL Project Pine Projections benchmarking January 31, 2018 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


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Discussion agenda A • Executive summary B • Benchmarking analysis relative to Pine research analyst models C • Benchmarking analysis relative to peer group research analyst expectations D • Detailed comparison to prior versions of preliminary projections Deutsche Bank Corporate & Investment Bank 1


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Projections summary (1/2) Recent updates ï,§ We understand from management that preliminary projections were developed as part of the due diligence process with potential buyers in December 2017 (“Dec 2017 Projections”). – These projections were based on 9/30/2017 actual results, expected results for Q4 2017E, pro forma impact of several recent transactions (Tecmo, ADC, NatGen Policy System) and operating expectations over the 5-year projection period of 2018E – 2022E ï,§ Updated projections (“Jan 24, 2018 Projections” or “Case 1”) were provided more recently to reflect several updates: – Q4 2017E revised to better reflect certain actual results for the quarter, primarily revenue related – Updates to 2018E -2022E based on recent market conditions – Certain expense updates related to the Tecmo divestiture and the National General policy management system transaction, as well as related to allocations between operating segments – Operating income adjustments for the ADC reinsurance transaction – Effective corporate tax rate updated to 21%, from 28% in the Dec 2017 Projections – Revised share repurchase assumptions over the projection period ï,§ Overall impact of Case 1 is somewhat lower operating earnings in the near term periods of Q4 2017E and full year 2017E – 2019E, and somewhat higher operating earnings in the later years of the projection period of 2020E – 2022E ï,§ Management indicated that certain P&L line items (loss and LAE ratio, expense ratio, fee income, etc.) as well as Balance Sheet items (Goodwill, DAC, Assets, etc.) may continue to change modestly as part of the 2017 accounting close Deutsche Bank Corporate & Investment Bank 2


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Projections summary (2/2) Alternative Scenario ï,§ At the request of the Special Committee, management provided a preliminary alternative scenario (“Jan 31, 2018 Projections” or “Case 2”) ï,§ The Case 2 Projections represents a somewhat more challenging operating environment, reflecting the reputational and business pressures faced by Pine, the curtailment of an active M&A strategy that has historically driven growth, and a more conservative balance sheet in light of rating agency concerns ï,§ Key model changes relative to Case 1 include: – Gross written premium growth more consistent with industry levels – Combined ratios more consistent with industry levels – Growth rate of Service and fee revenues revised to 3% from 5% – Elimination of growth in annual dividend – Reduction of share repurchases – Moderation of growth in investment yield, to 5bps from 10bps per annum ï,§ Overall impact is annual earnings growth more consistent with industry peers, although still at the high end, and ROEs towards the low end of peers ï,§ Detailed comparison and bridge analysis between scenarios, as well as relative to the Dec 2017 Projections is provided Deutsche Bank Corporate & Investment Bank 3


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Deutsche Bank Corporate & Investment Bank Section 1B Benchmarking analysis relative to Pine research analyst models


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Premium comparison FY 2018 Gross written premiums ($bn) $9.2 $9.1 $9.1 Research median: $9.0 $8.9 $8.9 $8.9 $8.6 $8.3 Compass Point FBR JMP KBW Pine—Case 1 William Blair Pine—Case 2 Suntrust Net earned premiums ($bn) $5.8 Research median: $5.3 $5.5 $5.4 $5.4 $5.3 $5.3 $5.2 $4.9 FBR Pine—Case 1 JMP Pine—Case 2 Compass Point KBW William Blair Suntrust Deutsche Bank Corporate & Investment Bank Note: See pages 24 – 25 for detail research model summaries. Source: Wall Street research, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 4


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Underwriting comparison FY 2018 Loss ratio 71.0% 70.1% Research median: 69.0% 69.1% 69.0% 68.9% 68.5% 68.5% 67.2% William Blair KBW JMP FBR Compass Point Suntrust Pine—Case 2 Pine—Case 1 Loss ratio (ex. PYD & 67.0% 68.3% 69.1% 69.0% 68.9% 68.5% 68.5% 67.2% CATs): Expense ratio 27.5% 27.4% Research median: 27.0% 27.2% 27.0% 27.0% 27.0% 26.8% 26.0% KBW Suntrust Pine—Case 2 Compass Point Pine—Case 1 William Blair FBR JMP Combined ratio Research median: 95.9% 98.0% 97.6% 95.9% 95.9% 95.8% 95.7% 95.1% 94.2% William Blair KBW Compass Point Suntrust FBR Pine—Case 2 JMP Pine—Case 1 Deutsche Bank Corporate & Investment Bank Note: See pages 24 – 25 for detail research model summaries. Source: Wall Street research, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 5


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Income comparison FY 2018 Underwriting income ($mm) $316 $264 $245 $231 $218 Research median: $210 $202 $128 $104 Pine—Case 1 JMP FBR Pine—Case 2 Compass Point Suntrust KBW William Blair Other income & expenses (incl. service and fee income, net investment income, interest expense, corporate etc.) ($mm) $232 $192 $184 Research median: $180 $175 $100 $63 $37 $37 William Blair FBR KBW Suntrust JMP Compass Point Pine—Case 1 Pine—Case 2 Deutsche Bank Corporate & Investment Bank Note: See pages 24 – 25 for detail research model summaries. Source: Wall Street research, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 6


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Income comparison (cont’d) FY 2018 Research median: $350 $437 $377 $363 $353 $337 $312 $281 $268 FBR Suntrust JMP Pine—Case 1 William Blair KBW Compass Point Pine—Case 2 After-tax income $283 $276 Research median: $263 $269 $257 $256 $255 $244 $176 FBR KBW Compass Point JMP William Blair Suntrust Pine—Case 1 Pine—Case 2 Tax rate: 25.0% 20.0% 19.9% 21.0% 27.0% 35.0% 21.0% 21.0% Earnings per share $1.45 Research median: $1.33 $1.40 $1.36 $1.30 $1.30 $1.30 $1.21 $0.87 FBR KBW Compass Point JMP Suntrust William Blair Pine—Case 1 Pine—Case 2 Diluted share 195.9 197.4 197.9 196.9 196.2 197.2 201.3 202.6 count: Deutsche Bank Corporate & Investment Bank Note: See pages 24 – 25 for detail research model summaries. Source: Wall Street research, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 7


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Deutsche Bank Corporate & Investment Bank Section 2C Benchmarking analysis relative to peer group research analyst expectations


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Net written premiums growth 2018 / 2017 NWP growth 12.3% 11.1% 8.1% 6.9% 5.6% 5.2% 5.0% 4.4% 4.0% Peer median: 4.4% 4.4% 3.3% 3.0% 2.7% 2.5% (2.2%) (a) JRVR AGII Pine—Case CNA NAVG THG SIGI EIG Pine—Case PRA WRB AFG MKL AIZ AMSF 1 2 2019 / 2018 NWP growth 9.7% Peer median: 4.0% 5.6% 5.0% 4.5% 4.4% 4.4% 4.3% 4.0% 3.7% 3.7% 3.2% 2.7% 2.7% 2.4% (a) (0.7%) JRVR MKL THG Pine—Case SIGI CNA AGII EIG AFG AIZ Pine—Case PRA NAVG WRB AMSF 1 2 Deutsche Bank Corporate & Investment Bank Note: Consensus estimates for peers taken from FactSet estimates where available and SNL Financial otherwise. (a) AIZ projections taken as average of Dowling and SunTrust estimates for 2018 and taken as Dowling estimate for 2019. Source: FactSet, SNL Financial, Dowling, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 8


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Underwriting analysis Combined ratio 2018 combined ratio Peer median: 95.8% 99.1% 98.4% 96.9% 96.4% 96.0% 96.0% 95.8% 95.7% 95.1% 94.8% 94.2% 93.5% 93.3% 92.9% 84.2% AIZ NAVG AGII CNA JRVR EIG THG Pine—Case WRB MKL Pine—Case PRA SIGI AFG AMSF 2 1 2019 combined ratio 98.6% 98.5% 97.9% Peer median: 95.8% 96.6% 96.3% 95.9% 95.8% 95.7% 95.6% 95.2% 94.7% 94.1% 93.7% 93.0% 85.1% AIZ(a) NAVG CNA EIG AGII THG JRVR Pine—Case MKL WRB PRA SIGI Pine—Case AFG AMSF 2 1 Deutsche Bank Corporate & Investment Bank Note: Consensus estimates for peers taken from FactSet estimates where available and SNL Financial otherwise. (a) AIZ projections taken as average of Dowling and SunTrust estimates for 2018 and taken as Dowling estimate for 2019. Source: FactSet, SNL Financial, Dowling, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 9


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Underwriting analysis Loss ratio [Graphic Appears Here] Deutsche Bank Corporate & Investment Bank Note: Consensus estimates for peers taken from FactSet estimates where available and SNL Financial otherwise. (a) AIZ projections taken as average of Dowling and SunTrust estimates for 2018 and taken as Dowling estimate for 2019. Source: FactSet, SNL Financial, Dowling, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 10


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Underwriting analysis Expense ratio 2018 expense ratio 64.9% Peer median: 33.9% 38.1% 38.0% 35.7% 34.4% 33.9% 33.9% 33.1% 31.5% 30.6% 30.1% 27.2% 27.2% 27.0% 25.0% AIZ (a) AGII MKL NAVG SIGI THG CNA WRB EIG AFG PRA Pine—Case JRVR Pine—Case AMSF 2 1 2019 expense ratio 60.0% Peer median: 33.4% 37.5% 37.3% 35.4% 34.4% 34.2% 33.4% 33.1% 30.6% 31.3% 30.0% 27.1% 26.9% 26.7% 25.0% (a) AIZ AGII MKL NAVG SIGI THG CNA WRB EIG AFG PRA Pine—Case Pine—Case JRVR AMSF 2 1 Deutsche Bank Corporate & Investment Bank Note: Consensus estimates for peers taken from FactSet estimates where available and SNL Financial otherwise. (a) AIZ projections taken as average of Dowling and SunTrust estimates for 2018 and taken as Dowling estimate for 2019. Source: FactSet, SNL Financial, Dowling, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 11


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Return on equity 2018 ROE 15.0% 12.0% 11.1% 10.9% 10.5% 9.9% 8.9% 8.0% 7.6% Peer median: 8.9% 7.3% 6.4% 6.2% 5.8% 5.4% 5.0% AMSF AFG JRVR SIGI THG AIZ WRB EIG CNA Pine—Case PRA AGII NAVG Pine—Case MKL 1 2 2019 ROE 13.3% 11.2% 11.0% 10.5% 10.4% 9.9% Peer median: 8.5% 8.5% 8.5% 7.6% 7.3% 6.8% 6.3% 5.7% 5.7% 4.2% AMSF AFG JRVR AIZ SIGI THG WRB Pine—Case EIG CNA AGII PRA Pine—Case NAVG MKL 1 2 Deutsche Bank Corporate & Investment Bank Note: Consensus estimates for peers taken from FactSet estimates where available and SNL Financial otherwise. Estimates may or may not reflect impact of tax reform. Source: FactSet, SNL Financial, Dowling, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 12


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Operating income growth 2018 / 2017 growth 372.1% 312.8% 268.5% 241.7% 221.4% Peer median: 27.9% 119.3% 75.3% 50.2% 27.9% 25.0% 21.8% 12.4% 8.8% 4.8% (3.5%) Pine—Case AGII MKL Pine—Case NAVG AIZ THG WRB AFG JRVR CNA AMSF SIGI EIG PRA 1 2 2019 / 2018 growth 19.0% Peer median: 0.3% 15.8% 10.1% 9.8% 7.1% 4.7% 3.3% 0.5% 0.3% (0.1%) (0.7%) (2.3%) (2.6%) (4.6%) (8.0%) Pine—Case AIZ AGII THG Pine—Case JRVR NAVG SIGI AFG PRA EIG MKL WRB AMSF CNA 1 2 Deutsche Bank Corporate & Investment Bank Note: Consensus estimates for peers taken from FactSet estimates where available and SNL Financial otherwise. Estimates may or may not reflect impact of tax reform. Source: FactSet, SNL Financial, Dowling, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 13


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Earnings per share growth 2018 / 2017 growth 872.0% 348.1% 334.9% 222.2% 221.2% 113.0% 83.6% 56.7% Peer median: 32.5% 32.5% 23.1% 22.3% 17.3% 6.2% 1.0% 0.2% MKL Pine—Case AGII Pine—Case NAVG AIZ THG WRB AFG CNA JRVR SIGI AMSF PRA EIG 1 2 2019 / 2018 growth 19.0% 11.7% 8.0% 3.2% 2.9% 2.7% Peer median: 1.6% 2.5% 2.1% 1.6% 0.6% 0.0% (0.3%) (0.6%) (2.0%) (7.4%) Pine—Case AIZ Pine—Case WRB NAVG JRVR AGII THG MKL SIGI AFG AMSF CNA PRA EIG 1 2 Deutsche Bank Corporate & Investment Bank Note: Consensus estimates for peers taken from FactSet estimates where available and SNL Financial otherwise. Estimates may or may not reflect impact of tax reform. Source: FactSet, SNL Financial, Dowling, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 14


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Deutsche Bank Corporate & Investment Bank Section 3D Detailed comparison to prior projections


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2017Q4 operating income change Dec 2017 projections compared to Case 1 and Case 2 projections $3.3 (16.8%) $9.8 (50.1%) $0.0 $0.0 $0.1 0.0% 0.7% 0.0% $6.6 (33.9%) $57.4 $37.9 Dec 2017 projections Gross written premium Loss ratio Expense ratio Service and fee income Investment income Other Case 1 and Case 2 projections Deutsche Bank Corporate & Investment Bank Source: Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 15


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2018E operating income change Dec 2017 projections vs. Case 1 projections vs. Case 2 projections $10.0 (61.7%) $17.0 $8.7 $1.4 $0.1 $12.5 $0.5 (104.2%) (8.4%) 0.4% 69.5% (13.0%) (2.8%) $57.6 (85.5%) $6.1 $0.3 $5.3 $0.0 (9.0%) (0.5%) 7.9% 0.0% $259.9 $243.6 $176.3 Dec 2017 Gross written Loss ratio Expense Service and Investment Other Case 1 Gross written Loss ratio Expense Service and Investment Other Case 2 projections premium ratio fee income income premium ratio fee income income Deutsche Bank Corporate & Investment Bank Source: Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 16


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2018E to 2019E operating income bridge Case 1 projections $7.3 (15.8%) $19.0 41.1% $1.4 3.1% $4.3 9.3% $17.5 37.8% $11.4 24.6% $289.9 $243.6 2018E Operating income Gross written premium Loss ratio Expense ratio Service and fee income Investment income Other 2019E Operating income Deutsche Bank Corporate & Investment Bank Source: Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 17


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2018E to 2019E operating income bridge Case 2 projections $8.5 $13.4 (67.8%) 106.5% $1.2 $0.3 $0.6 2.0% 4.6% $5.7 9.3% 45.4% $188.8 $176.3 2018E Operating income Gross written premium Loss ratio Expense ratio Service and fee income Investment income Other 2019E Operating income Deutsche Bank Corporate & Investment Bank Source: Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 18


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Underwriting comparison Gross written premiums ($bn) 7.7% 8.2% 4.5% 4.8% 5.0% 5.0% Annual 5.7% 6.0% 4.5% 4.8% 5.0% 5.0% growth: 5.7% 2.5% 3.2% 3.4% 3.5% 3.5% CAGR (’17 – ’22): 5.5% CAGR (’17 – ’22): 5.1% $11.2 CAGR (’17 – ’22): 3.2% $10.6 $10.8 $10.1 $10.2 $9.7 $9.8 $9.3 $9.8 $9.5 $9.3 $9.2 $8.9 $8.9 $8.6 $8.4 $8.4 $8.6 $2.1 $1.9 $1.9 4Q’2017E 2017E 2018E 2019E 2020E 2021E 2022E Loss and LAE ratio (ex. PYD) 70.6%70.9% 70.9% 69.3% 69.3% 68.3% 68.5% 68.5% 68.5% 68.5% 68.5% 67.2% 66.8% 66.6% 66.8% 66.6% 66.6% 66.6% 66.6% 66.6% 66.6% $152 $152 $158 $145 $145 $138 $138 $129 $129 $129 4Q’2017E 2017E 2018E 2019E 2020E 2021E 2022E 2017E 2018E 2019E Dec 2017 Projections [Graphic Appears Here] Deutsche Bank Corporate & Investment Bank (a) Retention ratio and NWP to NEP largely unchanged between Dec 2017 and Jan 2018. Source: Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 19


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Profitability analysis Underwriting profit ($mm) CAGR (’18 – ’22): 7.3% CAGR (’18 – ‘22): 9.0% CAGR (’18 – ’22): 2.9% $465 $445 $435 $406 $416 $351 $382 $354 $389 $316 $241 $250 $258 $231 $235 $61 $46 $46 ($335) ($351) ($351) 4Q’2017E 2017E 2018E 2019E 2020E 2021E 2022E Service and fee income ($mm) CAGR (’17 – ’22): 7.9% CAGR (’17 – ’22): 6.1% $55 CAGR (’17 – ’22): 4.0% $52 $51 $49 $47 $48 $45 $46 $44 $43 $43 $43 $41 $41 $42 $38 $38$38 $10.1 $ $9.7 $9.3 $9.3 $8.9 $18 $18 $18 $2.1 $1.9 4Q’2017E 2017E 4Q’2017E 2018E 2019E 2018E 2020E 2021E 2019E 2022E Net investment income ($mm) Dec. ‘17 2.47% 2.47% 2.60% 2.70% 2.80% 2.90% 3.00% yield: Jan 24, 2.47% 2.47% 2.60% 2.70% 2.80% 2.90% 3.00% 2018 yield: Jan 31, 2.47% 2.47% 2.60% 2.65% 2.70% 2.75% 2.80% 2018 yield: $402 $397 $368 $364 $362 $336 $333$ 317 $339 $306 $305 $297 $281 $281 $280 $250 $250 $250 $61 $61 $61 4Q’2017E 2017E 2018E 2019E 2020E 2021E 2022E Corporate and other revenue ($mm) $113 $118 $105 $105 $105 $108 $108 $108 $104 $108 $97 $97 $102 $102 $90 $90 $93 $93 $25 $25 $25 $11.2 $10.6 $10.8 4Q’2017E $10.2 2017E 2018E 2019E 2020E 2021E 2022E 8 Other expenses ($mm) $208 $214 $202 $202 $202 $196 $202 $192 $192 $198 $198 $190 $190 $190 $182 $182 $187 $187 $51 $51 $51 4Q’2017E 2017E 2018E 2019E 2020E 2021E 2022E 2021E 2022E Dec 2017 Projections Jan 24, 2018 Projections Jan 31, 2018 Projections Deutsche Bank Corporate & Investment Bank Source: Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 20


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Operating income and net income comparison Pre-tax income ($mm) CAGR (’18 – ’22): 13.7% CAGR (’18 – ‘22): 15.2% $650 CAGR (’18 – ’22): 10.2% $578 $620 $551 $513 $489 $448 $415 $394 $390 $353 $356 $323 $268 $287 $64 $48 $48 $(353)$(369) $(369) 4Q’2017E 2017E 2018E 2019E 2020E 2021E 2022E Operating income adjustments $87 $71 $71 $40 $37 $28 $25 $25 $20 $20 $23 $17 $9 $9 $3 $3 ($4) ($4) $10.1 $ $9.7 $9.3 $9.3 $8.9 ($447)($447)$2.1 $1.9 ($489) 4Q’2017E 2017E 2018E 2019E 2020E 2021E 2022E After-tax operating income ($mm) CAGR (’18 – ’22): 13.8% CAGR (’18 – ’22): 16.0% CAGR (’18 – ’22): 10.5% $436 $441 $388 $391 $342 $343 $300$ 290 $260 $263 $244 $237 $189 $212 $176 $73 $57 $52 $52 $38 $38 4Q’2017E 2017E 2018E 2019E 2020E 2021E 2022E After-tax net income CAGR (’18 – ’22): 17.6% CAGR (’18 – ‘22): 19.4% CAGR (’18 – ’22): 15.2% $562 $499 $499 $11.2 $10.6 $10.8 $446 $10.2 $419 $388 $335 $364 $314 $263$270 $267 $234 $219 $219 $204 $169 $152 $28 $(34) $(34) 4Q’20172021E 2017E 2018E 2022E 2019E 2020E 2021E 2022E Dec 2017 Projections Jan 24, 2018 Projections Jan 31, 2018 Projections Deutsche Bank Corporate & Investment Bank Source: Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 21


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Capital management Dividends per share $0.90 $0.90 $0.85 $0.85 $0.77 $0.77 $0.81 $0.81 $0.70 $0.70 $0.70 $0.74 $0.74$0.70 $0.70 $0.70 $0.70 $0.70 2017E 2018E 2019E 2020E 2021E 2022E Share repurchases ($mm) $101 $83 $70 $10. $9.7 $9.3 $9.3 $8.9 $55 $43 $30 $23 $2.1 $1.9 $3 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 2017E 2018E 2019E 2020E 2021E 2022E Dividends paid ($mm) $168 $166 $158 $164 $162 $158 $152 $152 $145 $145 $138 $138 $138 $138 $137 $129 $129 $129 2017E 2018E 2019E 2020E 2021E 2022E Shares outstanding 201.9 201.7 201.7 201.9 201.7 201.7 201.9 201.7 201.7 200.2 201.6 201.5 200.2 199.4 197.5 195.8 193.6191.0 $11.2 $10.6 $10.8 $10.2 .8 2017E 2018E 2019E 2020E 2021E 2022E 2021E 2022E Dec 2017 Projections Jan 24, 2018 Projections Jan 31, 2018 Projections Deutsche Bank Corporate & Investment Bank Source: Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 22


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BVPS and ROE Operating EPS CAGR (’18 – ’22): 14.7% CAGR (’18 – ‘22): 17.2% CAGR (’18 – ’22): 10.6% $2.28 $2.23 $1.95$1.98 $1.70$1.71 $1.49$1.44 $1.29 $1.21 $0.97 $0.85 $0.73 $0.62 $0.56 $0.39 $0.27$0.27 2017E 2018E 2019E 2020E 2021E 2022E BVPS Dec. ‘17 2.6% 7.7% 8.6% 9.5% 10.4% 11.2% ROE: Jan 24, 1.8% 7.3% 8.5% 9.7% 10.6% 11.5% 2018 ROE: Jan 31, 1.8% 3.5% 3.9% 4.6% 5.3% 6.0% 2018 ROE: $21.13 $21.24 $19.82 $19.77 $18.79 $18.61 $18.00 $17.71 $10.1 $17.43 $17.11 $9.7 $17.05 $16.73 $16.73 $9.3 $9.3 $16.79 $16.48 $16.32 $8$ .16 9 .32 $16.48 $2.1 $1.9 2017E 2018E 4Q’2017E 2019E 2020E 2018E 2021E 2019E 2022E Shareholders’ equity ($bn) $4.0 $3.9 $3.8 $3.8 $3.7 $3.5 $3.6 $3.5 $3.4 $3.3 $3.4 $3.3 $3.3 $3.3 $3.2 $3.2 $3.2 $3.2 2017E 2018E 2019E 2020E 2021E 2022E TBVPS Dec. ‘17 4.0% 10.1% 11.1% 12.0% 12.8% 13.6% Jan ROTE: 24, 2.9% 9.7% 11.0% 12.2% 13.1% 13.9% Jan ROTE: 31, 2.9% 4.7% 5.1% 6.0% 6.8% 7.6% ROTE: $17.55 $17.62 $16.23 $16.15 $11.2 $15.11 $14.92 $10.6 $10.8 $10.2 $13.39 $13.07 $14.19 $13.90 $13.37 .8 $12.76 $12.68 $12.96 $12.44 $12.44 $12.45 $12.51 2017E 2021E 2018E 2022E 2019E 2020E 2021E 2022E Dec 2017 Projections Jan 24, 2018 Projections Jan 31, 2018 Projections Deutsche Bank Corporate & Investment Bank Source: Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 23


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Deutsche Bank Corporate & Investment Bank Appendix I Supporting materials


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Comparison of 2018 premium growth and underwriting performance Research Management Research Median r Compass Jan 24, 2018 Jan 31, 2018 w/ Jan 24, w/ Jan 31, FBR KBW Suntrust JMP William Blair Median Point Proj. Proj. 2018 Proj. 2018 Proj. Gross Premiums Written $9,144 $8,937 $8,300 $9,103 $8,856 $9,171 $9,020 $8,908 $8,618 $112 $402 Y-o-Y growth 7.5% 5.4% 0.2% 6.9% 4.5% 8.4% 6.1% 6.0% 2.5% 0.2% 3.6% % growth over Mgmt. 2017 forecast 8.8% 6.3% -1.2% 8.3% 5.4% 9.1% 7.3% 6.0% 2.5% 1.3% 4.8% Net Premiums Written $6,477 $5,441 $4,989 $5,528 $5,314 $5,503 $5,472 $5,504 $5,313 $32 $159 Net Premiums Earned $5,849 $5,286 $4,910 $5,398 $5,205 $5,305 $5,296 $5,468 $5,368 $172 $73 Loss & LAE ratio (ex. PYD and CATs) 69.0% 68.3% 68.5% 69.1% 67.0% 68.9% 68.7% 67.2% 68.5% 1.5% 0.2% PYD & CATs — 1.8% -—- 4.0% -—-Loss & LAE Ratio (in. PYD and CATs) 69.0% 70.1% 68.5% 69.1% 71.0% 68.9% 69.0% 67.2% 68.5% 1.8% 0.5% Expense Ratio 26.8% 27.5% 27.4% 26.0% 27.0% 27.0% 27.0% 27.0% 27.2% 0.0% 0.2% Combined Ratio 95.8% 97.6% 95.9% 95.1% 98.0% 95.9% 95.9% 94.2% 95.7% 1.7% 0.2% Underwriting income $245 $128 $202 $264 $104 $218 $210 $316 $231 $106 $21 Deutsche Bank Corporate & Investment Bank Source: Wall Street research models available with the Company (as of 22nd Jan, 2018), Source: Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit 24


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Comparison of other 2018 P&L assumptions Research Management Research Median r Compass Jan 24, 2018 Jan 31, 2018 w/ Jan 24, w/ Jan 31, FBR KBW Suntrust JMP William Blair Median Point Proj. Proj. 2018 Proj. 2018 Proj. Underwriting income $245 $128 $202 $264 $104 $218 $210 $316 $231 $106 $21 Service and fee income 454 572 737 572 746 465 $572 $141 $141 $431 $431 Investment income 259 270 251 279 289 315 275 281 280 6 6 Interest expense (92) (92) (92) (83) (91) (92) (92) (95) (95) 3 3 Other (430) (566) (720) (668) (711) (625) (646) (289) (289) 357 357 Pre-tax income 437 312 377 363 337 281 350 353 268 3 82 Tax expense 109 62 132 76 91 56 84 74 56 10 27 Tax rate 25.0% 20.0% 35.0% 21.0% 27.0% 19.9% 23.0% 21.0% 21.0% 2.0% 2.0% Net Operating Income $283 $276 $255 $257 $256 $269 $263 $244 $176 $19 $87 Operating EPS $1.45 $1.40 $1.30 $1.30 $1.30 $1.36 $1.33 $1.21 $0.87 $0.12 $0.46 Operating ROE 9.2% 9.3% 9.0% 8.9% 9.8% 8.7% 9.1% 7.3% 5.4% 1.8% 3.7% Memo: Avg. Diluted Sharecount (mm) 195.9 197.4 196.2 196.9 197.2 197.9 197.4 201.3 202.6 3.9 5.2 2018YE BVPS $17.61 $16.80 $14.66 $17.86 $13.28 $16.82 $16.81 $17.11 $16.80 $0.30 $0.01 Consensus Estimates: Operating EPS $1.35 $1.21 $0.87 $0.14 $0.48 Operating ROE 9.2% 7.3% 5.4% 1.9% 3.8% Deutsche Bank Source: Wall Street research models available with the Company (as of 22nd Jan, 2018), Source: Pine projections based on Pine Management and are pro-forma for Tecmo sale; 25 Corporate & Investment Bank FY 2017 pending KPMG audit


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“IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsche Bank Trust Company Americas (“DBTCA”) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or any U.S. Broker-dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law). This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary or other relationship between the Recipient and Deutsche Bank.” Deutsche Bank Corporate & Investment Bank    

Exhibit (c)(6)

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Deutsche Bank CONFIDENTIAL Corporate & Investment Bank Project Pine Valuation Update February 5, 2018 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


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Discussion agenda •1 Situation update •2 Summary of Pine Management financial projections •3 Preliminary valuation summary •4 Discussion of alternatives •5 Tactical considerations and next steps Deutsche Bank Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Section 1 Situation update


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Situation recap and key matters for discussion (1/2) – Jan 9: Submission of joint proposal by Stone Point Capital and the controlling family stockholders to acquire all of the outstanding common shares of AmTrust Financial Services (the “Company” or “Pine”) that are not currently owned or controlled by the family stockholders for $12.25 per share (the “Initial Proposal”) Summary timeline prior to – Jan 10: Announcement of formation of the Special Committee (“SC”) to consider the Initial Proposal on behalf of the Company’s minority advisor engagement shareholders and announcement of Willkie Farr & Gallagher (“Willkie”) as legal advisor to the SC – Jan 19: Announcement of Deutsche Bank (“DB”) as financial advisor to the SC and Bank of America (“BAML”) as financial advisor to the Company – Review of virtual data room of content provided to potential buyers and SC – Discussions with Company CFO and Deputy CFO regarding business, accounting and financial matters Due diligence activity by SC – Discussions with Company actuary regarding reserves and advisors – Discussion with Company treasury and finance team regarding current and projected liquidity – Discussion with Company’s external auditor (KPMG) regarding reserves and timing of 2017 audit – Update on various litigation matters from Willkie – Continued due diligence activity, including meetings with Pine management Potential buyer activity – Clarification discussion with legal representatives of buyer group (Skadden Arps and Paul Weiss) regarding the Initial Proposal Deutsche Bank 1 Corporate & Investment Bank


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Situation recap and key matters for discussion (2/2) – Due diligence of Case 1 and Case 2 projections with Pine management (CEO and CFO) Review of preliminary Pine – Benchmarking analysis of Case 1 and Case 2 relative to research views and industry peers management projections – Preliminary valuation analyses included in this discussion – Expected further updates to Q4 2017 and full-year 2017 results – Briefing from IR department on public investor feedback Public investor feedback – Received direct feedback from a number of public shareholders – Stock continues to trade well above $12.25 offer price Stock trading activity – VWAP since offer of $12.84; Current price of $12.85 (Feb 2) Deutsche Bank Note: Market data as of 2/2/2018. 2 Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Section 2 Summary of Pine Management financial projections


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Preliminary management projection summary Source: January 24, 2017 Management Projections (“Case 1”) January 31, 2017 Management Projections (“Case 2”) – GPW: Grows by 5.7% in 2017E, 6.0% in 2018E, 4.5% in 2019E before – GPW: Grows by 5.7% in 2017E, 2.5% in 2018E, 3.2% in 2019E before stabilizing at 5.0% in 2021E and 2022E stabilizing at 3.5% in 2021E and 2022E Topline growth – Service and fee revenue: Grows by 8.5% in 2018E and then grows 5% – Service and fee revenue: Grows by 8.5% in 2018 and then grows 3% YoY YoY in the remainder of the projection period in the remainder of the projection period – Loss ratio: Improves from 79.1% (70.9% ex. prior year development or – Loss ratio: Improves from 79.1% (70.9% ex. PYD) in 2017E to 68.5% in “PYD”) in 2017 to 67.2% in 2018, 66.8% in 2019E and then remaining at 2018E for the rest of the projection period Underwriting margin 66.6% for the rest of the projection period – Expense ratio: Improves from 27.8% in 2017 to 27.2% in 2018E and then – Expense ratio: Improves from 27.8% in 2017 to 27.0% in 2018E and gradually to 27.1% in 2022E then 10bps every year – Investment yield: improves from 2.47% in 2017 to 2.60% in 2018E and – Investment yield: improves from 2.47% in 2017E to 2.60% in 2018E and Investment yield then 10bps every year then 5bps every year – Dividend per share: Grows every year by 5% from $0.70 per share in – Dividend per share: Remains flat at $0.70 per share for the projection 2017E Capital management period – Share repurchases: Start only in 2020E with $43mm and grow to – Share repurchases: Start meaningfully ($23mm) only in 2022E $101mm in 2022E     Pro forma recent – Projections are pro forma for recent events such as Tecmo sale, ADC exhaustion and sale of personal lines policy management system to National transactions General – Operating income and EPS(a): Nearly doubles operating income from – Operating income and EPS(a): Operating income grows from $176mm in $244mm in 2018E to $441mm in 2022E, and operating EPS from $1.21 2018E to $263mm in 2022E, and operating EPS grow from $0.87 to $1.31 to $2.28 per share (at a CAGR of 17%) per share (at a CAGR of 11%) Summary impact – Operating ROE: Improves from 1.8% in 2017 to 7.3% in 2018E and rises – Operating ROE: Improves from 1.8% in 2017 to 5.4% in 2018E and rises to to 11.5% in 2022E 7.4% in 2022E – BVPS and TBVPS(a): BVPS grows from $16.73 at 2017E YE to $21.24 in – BVPS and TBVPS(a): BVPS grows from $16.73 at 2017E YE to $18.45 in 2022E whereas TBVPS grows from $12.44 to $17.62 in the same period 2022E whereas TBVPS grows from $12.44 to $15.00 in the same period Deutsche Bank (a) Preliminary valuation analysis adjusts EPS, BVPS and TBVPS to reflect 202mm fully diluted shares outstanding. 3 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Key differences between Case 1 and Case 2 over the projection period Gross written premiums ($bn) Underwriting profit ($mm) 5.7% 6.0% 4.5% 4.8% 5.0% 5.0% CR 90.8% 88.1% 98.7% 94.2% 93.7% 93.4% 93.3% 93.1% Annual growth: 5.7% 2.5% 3.2% 3.4% 3.5% 3.5% LR 66.0% 61.8% 70.9% 67.2% 66.8% 66.6% 66.6% 66.6% CAGR (’17 –’22): 5.1% CR 90.8% 88.1% 98.7% 95.7% 95.7% 95.7% 95.7% 95.7% CAGR (’17 –’22): 3.2% LR 66.0% 61.8% 70.9% 68.5% 68.5% 68.5% 68.5% 68.5% $10.2 $10.8 $445 $9.8 $416 $9.3 $9.8 $9.5 $389 $9.2 $354 $8.9 $8.9 $340 $340 $8.4 $8.4 $8.6 $316 $296 $296 $7.9 $7.9 $241 $250 $258 $231 $235 $6.8 $6.8 CAGR (’18 –‘22): 9.0% CAGR (’18 –’22): 2.9% ($351) ($351) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Operating EPS TBVPS Operating $470 $409 $52 $244 $290 $343 $391 $441 32.6% 32.0% 2.9% 9.7% 11.0% 12.2% 13.1% 13.9% earnings ROTE: ($mm): $470 $409 $52 $176 $189 $212 $237 $263 32.6% 32.0% 2.9% 4.7% 5.1% 6.0% 6.8% 7.6% CAGR (’18 –‘22): 17.2% $2.79$2.79 CAGR (’18 –’22): 10.6% $17.62 $10.8 $16.15 $2.34$2.34 $10.2 $14.92 $2.28 $9.8 $13.90 $14.27 $15.00 $9.3 $8.9 $13.07 $13.65 $8.4 $1.98 $12.77 $13.15 $7.9 $12.44 $12.44 $1.71 $1.44 $1.31 $8.20 $8.20 $1.21 $1.18 $0.94 $1.05 $6.50 $6.50 $0.87 $0.27$0.27 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 4 Corporate & Investment Bank


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Key differences between Case 1 and Case 2 in 2018 Impact to after-tax operating earnings $8.7 (13.0%) $57.6 (85.5%) $6.1 $0.0 $0.3 $5.3 (9.0%) 0.0% (0.5%) 7.9% $243.6 $176.3 Case 1 Gross written premium Loss ratio Expense ratio Service and fee income Investment income Other Case 2 Case 1 $8.9bn 67.2% 27.0% $40.9mm $280.7mm —Case 2 $8.6bn 68.5% 27.2% $40.9mm $280.3mm — Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 5 Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Section 3 Preliminary valuation summary


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Preliminary valuation framework Overview of valuation methodologies considered Valuation levers Description / Comments A ‒ Analysis of trading multiples for Pine and peers(a) relative to Pine valuation ‒ Price / Earnings, Price / Book Value, Price / Tangible Book Value are considered Public trading Trading multiples ‒ Regression of Price / Book Value to Return on Equity (on a stated and tangible basis) is also used ‒ Applied to consensus research estimates, Case 1 and Case 2 B ‒ Discount future dividends and the calculated terminal equity value valuation ‒ Apply an appropriate discount rate reflecting the cost of equity for Pine and peers’ relative to Pine Dividend discount model ‒ Sum-of the parts framework to separately value Tecmo (based on Pine estimate of $221.4mm of value as DDM of 12/31/2017) ‒ Applied to Case 1 and Case 2 C ‒ Analysis of multiples paid in precedent change of control transactions ‒ Price / Earnings, Price / Book Value, Price / Tangible Book Value are considered Precedent insurance valuation transactions ‒ Applied to consensus research estimates, Case 1 and Case 2 ‒ Focus on targets with similar business mix (workers’ comp intensive) as well as P&C businesses or sellers M&A experiencing stress leading up to sale D ‒ Review of precedent insurance minority squeeze-out bid premia relative to undisturbed price Precedent minority squeeze-outs ‒ Applied to unaffected stock price 1-day and 1-month prior to announcement, as well as 90-day VWAP e Referenc E ‒ Current and recent stock price performance Public market performance metric and research perspectives ‒ Review of Wall Street analyst price targets Deutsche Bank (a) Peers include AIZ, AMSF, AFG, AGII, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. 6 Corporate & Investment Bank


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Preliminary valuation summary Multiple Valuation approach Metric Range Indicative share price Research consensus $1.35 7.0x—9.0x $9.45 $12.15 Research Case 1 Pine—historical P/E ratio Case 1 $1.21 7.0x—9.0x $8.45 $10.87 Case 2 Case 2 $0.87 7.0x—9.0x $6.12 $7.86 Research consensus $1.35 7.0x—10.0x $9.45 $13.50 tion Peer P/E with Pine lua Case 1 $1.21 7.0x—10.0x $8.45 $12.08 va Public trading discount A multiples (2018E) ing Case 2 $0.87 7.0x—10.0x $6.12 $8.74 Trad Case 1 (9.8% ROTE) $12.09 0.72x—1.06x P/TBV regression (implied $8.68 $12.87 discount) Case 2 (7.1% ROTE) $12.09 0.57x—0.85x $6.90 $10.23 Case 1 (7.3% ROE) $16.26 0.56x—0.84x $9.16 $13.58 P/BV regression (implied discount) Case 2 (5.4% ROE) $16.26 0.44x—0.66x $7.21 $10.69 Terminal P/E 6.0x—10.0x $10.67 $17.43 tion Case 1 Dividend discount Perpetuity growth 0.5%—2.5% $11.21 $18.16 B alua model M v COE (12% -16%) Terminal P/E 6.0x—10.0x $7.20 $10.99 D D Case 2 Perpetuity growth 0.5%—2.5% $7.50 $11.39 P/BV $16.26 0.80x—1.20x $13.00 $19.51 P/TBV $12.09 0.90x—1.30x $10.88 $15.72 Precedent C insurance Research consensus $1.35 10.0x—16.0x $13.50 $21.60 valuation transactions NTM P/E Case 1 $1.21 10.0x—16.0x $12.08 $19.32 Case 2 $0.87 10.0x—16.0x M&A $8.74 $13.98 1-day $10.15 20%—40% $12.18 $14.21 Precedent minority D 1-month $10.08 20%—40% squeeze-outs $12.10 $14.11 90-day VWAP $11.03 20%—40% $13.23 $15.44 e Public market Trading range since 3-month trading range ric performance & $8.86 $14.07 announcement E erenc ($12.55—$13.42) met research ef Research targets, unaffected R perspectives $10.00 $16.00 $5.00 $10.00 $10.15 $12.25 $15.00 $20.00 $25.00 Unaffected Offer share price price Deutsche Bank Note: Market data as of 2/2/2018. 7 (a) Discount is equal to the 1-yr and 5-yr discount at which Pine trades relative to peers on a P/NTM EPS basis. Corporate & Investment Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit, SNL Financial, FactSet, Wall Street research


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5-year stock price performance 1-yr 3-yr 5-yr Pine (51.8%) (50.6%) (16.1%) Pine—unaffected (61.9%) (61.0%) (33.7%) $40.00 Peers 10.4% 58.9% 112.8% S&P 500 21.1% 36.7% 84.7% $35.00 112.8% $30.00 price) 84.7% Pine $25.00 to ased b $20.00 (re p rice $15.00 Stock $12.85 (16.1%) $10.15 $10.00 (33.7%) January 9, 2018: Stone Point Capital and Family Stockholders $5.00 make offer to acquire outstanding shares of common stock for $12.25/share $0.00 2013 2014 2015 2016 2017 2018 Pine Peers S&P 500 Deutsche Bank Note: Market data as of 2/2/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Pine unaffected price taken as of 8 1/9/2018. Corporate & Investment Bank Source: FactSet


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Stock price performance since 3 months prior to announcement $16.00 $15.00 8.3% $14.00 1.6% r ice) p ine $13.00 $12.85 P (6.5%) to e d $12.25 a s $12.00 (reb November 6, 2017: November 8, 2017: Pine price Pine announces sale of announces Q3 earnings, Tecmo k $11.00 including adverse $11.03 toc development cover of S $326.9mm Unaffected price $10.00 (26.1%) January 9, 2018: Stone Point Capital and Family Stockholders $9.00 make offer to acquire outstanding shares of common stock for $12.25/share $8.00 Oct-2017 Nov-2017 Dec-2017 Feb-2018 Pine Peers S&P 500 Offer price 3-month VWAP Deutsche Bank Note: Market data as of 2/2/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. 9 Source: FactSet Corporate & Investment Bank


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A 5-year history of P/NTM EPS Average Unaffected share Current share price price as of 1/9/18 Current 1 year 5 year ($12.85) ($10.15) Offer price ($12.25) Pine 9.0x 7.3x 9.2x Consensus NTM EPS estimate 9.0x 7.1x 8.5x Peers 15.8x 16.9x 14.3x 2018E EPS—Case 1 10.6x 8.4x 10.1x 20.0x 2018E EPS—Case 2 14.8x 11.7x 14.1x Historical Pine discount (57%) (36%) Implied benchmark relative to 6.8x 10.1x current peer multiple 16.0x 15.8x 5-yr average: 14.3x E PS TM 12.0x N / P 5-yr average: 9.2x 9.0x 8.0x 1-yr average: 7.3x 4.0x 2013 2014 2015 2016 2017 2018 Pine Peers Deutsche Bank Note: Market data as of 2/2/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Pine metrics post announcement 10 of Stone Point offer calculated using unaffected stock price as of 1/9/2018. Corporate & Investment Bank Source: FactSet, Pine projections prepared by Pine and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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A 5-year history of P/BVPS and P/TBVPS P/BVPS history P/TBVPS history Average Current Unaffected Average Current Unaffected Current 1-yr 3-yr 5-yr share price share price Offer price Current 1-yr 3-yr 5-yr share price share price Offer price ($12.85) ($10.15) ($12.25) AFSI 1.98x 2.16x 3.03x 3.43x ($12.85) ($10.15) ($12.25) Pine 0.97x 1.07x 1.79x 1.93x 3.20x 9/30 BVPS—9/30 TBVPS— Peers 1.56x 1.58x 1.37x 1.25x 5.20x Peers 1.86x 1.77x 1.52x 1.37x unadj. for 0.97x 0.77x 0.92x unadj. for 1.98x 1.57x 1.89x Tecmo Tecmo 2017E BVPS 2017E 3.20x 0.79x 0.62x 0.75x - Mgmt proj. TBVPS—1.06x 0.84x 1.01x Mgmt proj. 2.50x 3.67x 2.50x P/BV 1.80x / TBV P 1.91x P/BV 1.56x 1.80x 2.13x 1.98x 1.10x 1.86x 0.97x 1.10x 0.79x 1.06x 0.99x 0.61x 0.60x 0.40x 2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018 Case 1: Case 1: Operating 7.3% Operating 10.7% ROE: 21.5% 24.0.40x 7% 19.9% 13.3% 1.8% (a) 41.6% 51.5% 39.1% 31.8% 2.8% (a) Case 2: ROTE: Case 2: Jan-13 Jan-14 Jan-15 Jan-16 Jan-17 Jan-18 5.4% 7.3% (b) Pine—stated Pine—pro-forma for Tecmo sale (starting 11/6/2017) Peers Deutsche Bank Note: Market data as of 2/2/2018. Peers include AFG, AGII, AIZ (pro-forma for The Warranty Group acquisition), AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, 11 THG and WRB. Pine BVPS and TBVPS prepared by Pine Management projections pro-forma for Tecmo sale of $16.26 and $12.09 for BVPS and TBVPS, Corporate & Investment Bank respectively. (a) Pro-forma for Tecmo sale based on Pine management estimates. (b) Pine projections prepared by Pine Management. Source: SNL Financial, Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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A P/TBV vs. ROTE regression Implied Discount 12/31/2017 Implied 2018E ROTE P/TBV 57% 36% TBVPS price Case 1 9.8% 1.67x 0.72x 1.06x $12.09 $8.68—$12.87 Case 2 7.1% 1.32x 0.57x 0.85x $12.09 $6.90—$10.23 2.50x MKL AMSF y = 12.866x + 0.411 R² = 0.795 SIGI 2.00x AFG PRA WRB THG EIG Pine—Case 1, Implied P/TBV 1.50x Pine—Case 2, Implied AGII NAVG CNA 1.06x Pine—Case 1, 36% 1.00x discount Pine—Case 2, Actual 0.85x Pine—Case 2, Pine—Case 1, Actual 36% discount 0.72x Pine—Case 1, 57% discount 0.57x Pine—Case 2, 57% discount 0.50x 5.0% 6.0% 7.0% 7.1% 8.0% 9.0% 9.8% 10.0% 11.0% 12.0% 13.0% 14.0% 15.0% 2018E ROTE Deutsche Bank Note: Market data as of 2/2/2018. AIZ, PRA and MKL excluded from regression line. AIZ estimates N/A due to expected impact of The Warranty Group transaction. 12 Source: FactSet, SNL Financial, Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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A P/BV vs. ROE regression Implied Discount 12/31/2017 Implied 2018E ROE P/BV 57% 36% BVPS price 2.50x Case 1 7.3% 1.31x 0.56x 0.84x $16.26 $9.16—$13.58 AMSF Case 2 5.4% 1.03x 0.44x 0.66x $12.09 $5.36—$7.95 y = 14.051x + 0.2759 SIGI R² = 0.7718 AFG 1.75x MKL WRB THG PRA JRVR EIG P/BV Pine—Case 1, Implied CNA AIZ Pine—Case 2, Implied NAVG 1.00x AGII Pine—Case 1, 0.84x 36% discount Pine—Case 2, 36% discount 0.66x Pine—Case 2, Actual Pine—Case 1, Actual 0.56x Pine—Case 1, 57% discount Pine—Case 2, 57% 0.44x discount 0.25x 3.0% 5.0% 5.4% 7.0% 7.3% 9.0% 11.0% 13.0% 15.0% 2018E ROE Deutsche Bank Note: Market data as of 2/2/2018. AIZ, PRA and MKL excluded from regression line. 13 Source: FactSet, SNL Financial, Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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B Cost of equity framework Analysis of peers’ betas Cost of equity calculation Market value Debt / Beta Pine levered Peers of equity ($bn) (a) total cap. Levered Unlevered Estimated COE 5-yr beta Peer beta Pine $2,023 53.9% 1.08 0.57 12.1% Risk-free rate (20-yr) 3.0% 3.0% AFG 10,637 10.8% 0.90 0.83 10.1% Unlevered beta 0.57 0.77 AGII 1,896 23.4% 0.79 0.64 10.1% Levered beta 1.08 1.48 AIZ 5,092 17.3% 1.00 0.86 10.9% Equity risk premium 6.9% 6.9% AMSF 1,180 0.0% 0.91 0.91 11.0% CNA 14,540 16.4% 0.96 0.83 10.2% Size premium 1.7% 1.7% EIG 1,413 1.4% 1.10 1.09 12.3% Cost of equity 12.1% 14.9% JRVR 1,147 14.4% 0.75 0.66 9.9% MKL 15,596 13.7% 0.82 0.73 9.3% NAVG 1,502 14.9% 0.87 0.77 10.7% Cost of equity sensitivity analysis PRA 2,926 12.0% 0.76 0.69 9.8% Peer unlevered beta SIGI 3,532 11.1% 1.02 0.93 11.0% 0.60 0.70 0.77 0.80 0.90 THG 4,995 13.6% 0.85 0.76 9.9% 45.0% 11.5% 12.6% 13.4% 13.8% 14.9% WRB 9,265 21.2% 0.85 0.70 9.7% 50.0% 12.1% 13.3% 14.2% 14.6% 15.8% Median — 13.7% 0.87 0.77 10.1% cap. 53.9% 12.6% 14.0% 14.9% 15.3% 16.7% Median of peers’ unlevered beta 0.77 Debt / total 55.0% 12.8% 14.2% 15.1% 15.5% 16.9% Pine leverage 53.9% 60.0% 13.7% 15.2% 16.3% 16.8% 18.3% Implied Pine levered beta 1.48 Deutsche Bank Note: Market data as of 2/2/2018. Risk-free rate taken as 20-year US government bond yield as of 2/2/2018. Historical risk premium from Ibbotson. Size premium from Ibbotson. 14 Betas represent 5-year historical adjusted betas from Bloomberg. Pine fully-diluted market value represents unaffected stock price of $10.15. Corporate & Investment Bank (a) Fully diluted market value. Source: Ibbotson 2017 SBBI Yearbook, Bloomberg, SNL Financial


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B Dividend discount model Case 1 Assumptions 2018E 2019E 2020E 2021E 2022E – All projections provided EPS $1.21 $1.44 $1.71 $1.98 $2.28 by Pine management EPS ex. Tecmo $1.18 $1.40 $1.64 $1.89 $2.17 – Valuation as of YE Dividends per share $0.74 $0.77 $0.81 $0.85 2017 Present value Terminal value – Uses mid-year @ 1/1/18 @ 12/31/21 discounting A. Cash flows – Company keeps capital Present value of dividends (14.0% CoE) $2.45 structure the same B. Terminal value going forward Terminal P/E (@ 8.0x) $10.28 $17.37 Perpetuity growth rate (14.0% CoE, 1.5% growth) $10.28 $17.37 C. Value of Tecmo stake (49%) $1.10 (a) Total value (A+B+C) Components of present Terminal P/E $13.84 value Perpetuity growth rate $13.84 $1.10 Sensitivity analyses P/E multiple Perpetuity growth rate $10.28 13.836 6.0x 7.0x 8.0x 9.0x 10.0x 13.836 0.5% 1.0% 1.5% 2.0% 2.5% $13.84 12.0% $11.92 $13.30 $14.68 $16.05 $17.43 12.0% $15.64 $16.18 $16.78 $17.43 $18.16 13.0% 11.58 12.91 14.25 15.58 16.91 13.0% 14.25 14.69 15.17 15.70 16.28 $2.45 14.0% 11.27 12.55 13.84 15.12 16.41 14.0% 13.07 13.44 13.84 14.26 14.73 Dividends Terminal Tecmo Total value value Cost of equity 15.0% 10.96 12.20 13.44 14.68 15.93 Cost of equity 15.0% 12.07 12.38 12.71 13.06 13.44 16.0% 10.67 11.87 13.07 14.27 15.46 16.0% 11.21 11.47 11.74 12.04 12.36 Implied terminal P/BV 0.68x 0.79x 0.91x 1.02x 1.14x Implied terminal P/TBV 0.83x 0.97x 1.11x 1.25x 1.39x Deutsche Bank (a)Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares. 15 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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B Dividend discount model Case 2 Assumptions 2018E 2019E 2020E 2021E 2022E – All projections provided EPS $0.87 $0.94 $1.05 $1.18 $1.31 by Pine management EPS ex. Tecmo $0.84 $0.89 $0.98 $1.09 $1.20 – Valuation as of YE Dividends per share $0.70 $0.70 $0.70 $0.70 2017 Present value Terminal value – Uses mid-year @ 1/1/18 @ 12/31/21 discounting A. Cash flows – Company keeps capital Present value of dividends (14.0% CoE) $2.19 structure the same B. Terminal value going forward Terminal P/E (@ 8.0x) $5.69 $9.61 Perpetuity growth rate (14.0% CoE, 1.5% growth) $5.69 $9.61 C. Value of Tecmo stake (49%) $1.10 (a) Components of present Total value (A+B+C) value Terminal P/E $8.97 Perpetuity growth rate $8.97 Sensitivity analyses $1.10 P/E multiple Perpetuity growth rate $8.97 6.0x 7.0x 8.0x 9.0x 10.0x 8.9741 0.5% 1.0% 1.5% 2.0% 2.5% $5.69 $8.97 12.0% $7.94 $8.70 $9.46 $10.23 $10.99 12.0% $10.00 $10.30 $10.63 $10.99 $11.39 ty ty $2.19 13.0% 7.74 8.48 9.21 9.95 10.69 13.0% 9.21 9.46 9.73 10.02 10.34 14.0% 7.55 8.26 8.97 9.69 10.40 14.0% 8.55 8.76 8.97 9.21 9.47 Dividends Terminal Tecmo Total value ost of equi ost of equi value C C 15.0% 7.37 8.06 8.74 9.43 10.12 15.0% 7.99 8.16 8.34 8.53 8.74 16.0% 7.20 7.86 8.52 9.19 9.85 16.0% 7.50 7.64 7.79 7.95 8.13 Implied terminal P/BV 0.44x 0.51x 0.58x 0.66x 0.73x Implied terminal P/TBV 0.55x 0.64x 0.73x 0.82x 0.91x Deutsche Bank (a)Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares. 16 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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C Precedent insurance transactions Price multiples Final offer premium to Deal size 90-day Ann. date Acquiror Target (% Workers’ comp) ($mm) NTM P/E P/B P/TBV 1-day 1-week 1-month VWAP Workers comp 30-Dec-14 Fosun International Meadowbrook (~53%) 433 16.7x 0.95x 1.01x 21.3% 29.1% 42.0% 39.0% 24-Sep-13 ProAssurance Corporation Eastern Insurance Holdings Inc (100%) 205 14.8x 1.46x 1.63x 15.8% 18.7% 17.1% 19.5% 27-Aug-12 Enstar Group SeaBright (100%) 252 32.4x 0.71x 0.72x 34.3% 29.8% 29.2% 30.3% 10-Jun-10 Old Republic International Corporation PMA Capital Corporation (~83%) 228 9.5x 0.55x 0.59x 16.2% 5.2% 0.7% 7.6% 18-Feb-10 Fairfax Financial Holdings Limited Zenith National Insurance Corp (~100%) 1,321 n/m 1.36x 1.39x 31.4% 37.8% 26.6% 30.1% Average: 18.4x 0.92x 0.99x 21.9% 20.7% 22.3% 24.1% Median: 15.8x 0.83x 0.86x 18.8% 23.9% 23.1% 24.9% P&C stressed situations 5-Dec-16 Liberty Mutual Ironshore 3,000 n/a 1.41x 1.45x n/a n/a n/a n/a 27-Jul-15 White Mountains Sirius 2,235 n/a 1.11x 1.28x n/a n/a n/a n/a 3-May-15 Fosun International Limited Ironshore 1,975 n/a 1.34x 1.40x n/a n/a n/a n/a 14-Apr-15 Exor PartnerRe 6,095 14.8x 0.95x 1.04x 17.9% 22.6% 24.2% 22.0% 31-Mar-15 Endurance Montpelier Re 1,831 13.2x 1.21x 1.21x 19.4% 16.0% 22.9% 23.8% 24-Nov-14 RenaissanceRe Platinum Underwriters 1,925 17.0x 1.13x 1.13x 24.0% 24.2% 24.2% 23.2% 3-Jun-13 Fairfax American Safety 316 18.5x 0.97x 1.04x 26.3% 26.6% 29.4% 24.5% 19-Dec-12 Markel Alterra 3,130 13.9x 1.07x 1.09x 33.8% 33.2% 40.1% 31.3% 30-Aug-12 Validus Flagstone 623 15.5x 0.73x 0.73x 19.4% 20.6% 23.1% 13.7% 21-Nov-11 Alleghany Transatlantic 3,431 19.3x 0.86x 0.86x 35.9% 32.3% 23.3% 25.6% 28-Oct-10 Fairfax First Mercury 294 10.3x 0.97x 1.22x 45.2% 51.7% 67.3% 64.8% 15-Jul-10 ProSight Specialty Insurance NYMAGIC 230 12.6x 1.00x 1.00x 23.5% 24.1% 26.0% 23.8% 9-Jul-09 Validus IPC Holdings 1,670 7.1x 0.90x 0.90x 24.9% 18.3% 24.9% 19.7% 16-Apr-09 Farmers Exchanges AIG US Personal Lines business 1,900 n/a 0.85x 1.00x n/a n/a n/a n/a 5-Aug-08 Tower Group CastlePoint Holdings 490 7.3x 1.16x 1.16x 42.8% 37.5% 31.1% 29.0% Average: 15.0x 1.06x 1.12x 27.3% 27.9% 31.2% 28.1% Median: 14.8x 1.03x 1.11x 24.0% 24.2% 24.2% 23.8% Deutsche Bank Note: Transactions within the $200mm to $5bn range have been considered. Workers’ comp focused companies have 50% or more GPW or NPW from workers’ comp LoB. 17 Corporate & Investment Bank Source: Company filings, Thomson Reuters, Factset, SNL Financial


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D Precedent squeeze-outs Insurance companies Final offer premium to Stake Deal size 90-day Ann. date Acquiror Target acquired ($mm) 1-day 1-week 1-month VWAP Squeeze-outs 7-Mar-16 American Financial Group National Interstate 49% 318 43.7% 45.0% 39.5% 29.8% 1-Nov-10 CNA Financial CNA Surety 38% 454 37.9% 38.7% 48.2% 51.0% 26-Aug-10 Berkshire Hathaway Wesco Financial 20% 548 18.6% 15.4% 14.2% 14.5% 4-Sep-09 Fairfax Financial Odyssey Re Holdings 27% 1,041 29.8% 29.7% 40.5% 47.2% 29-Jun-09 First American First Advantage 26% 308 48.0% 67.8% 39.9% 41.3% 1-Dec-08 Fairfax Financial Northbridge 37% 553 21.0% 27.6% 38.1% 34.9% 5-Mar-08 Nationwide Mutual Insurance Nationwide Financial Services 33% 805 28.3% 17.9% 18.9% 21.5% 17-Jul-07 Alfa Mutual Group Alfa Corporation 46% 819 44.7% 40.6% 29.8% 30.8% 22-Feb-07 American Financial Group Great American Financial Resources 19% 225 13.0% 15.0% 12.5% 9.3% 25-Jan-07 AIG 21st Century Insurance 39% 811 32.6% 31.2% 24.9% 30.3% 30-Aug-00 AXA Group AXA Financial 40% 10,238 13.0% 18.1% 54.2% 41.8% 27-Mar-00 The Hartford Financial Services Group Hartford Life 19% 1,309 9.0% 24.5% 46.6% n/a Average: 28.3% 31.0% 33.9% 32.0% Median: 29.1% 28.7% 38.8% 30.8% Deutsche Bank Note: Includes domestic insurance transactions since 2000 over $200mm in deal value. 18 Corporate & Investment Bank Source: Company filings, Thomson Reuters, Factset, SNL Financial, press articles


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E Research analyst price targets (unaffected and current) $18.00 $16.00 $16.00 $15.00 $15.00 Current research median: $15.00 $13.50 Unaffected research median: $13.50 $12.00 $12.00 $10.00 N/A N/A N/A SunTrust Compass Point FBR KBW William Blair JMP Unaffected Current Deutsche Bank Note: Represents unaffected share price targets of research analysts prior to announcement of offer to buy out the minority shareholders of Pine. Current price targets 19 Corporate & Investment Bank as of 30th Jan, 3018 Source: Thomson Eikon, Wall Street research, Research summary provided by Pine Management


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Deutsche Bank Corporate & Investment Bank Section 4 Discussion of alternatives


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Strategic alternatives overview Scenario Description Potential benefits Considerations – Risks to executing Management plan – Continue to execute on the current business – Advantages of being public including access to plan equity capital markets and public currency – Continued pressure from rating agencies, Status Quo regulators and clients – Minority stake continues to be owned by public – Benefit from remedial actions that are already shareholders underway – Impact of continued distraction from public markets – Explore 100% sale of Pine to a third party – Family stockholders have stated their intent not strategic or financial buyer – Could facilitate price discovery to vote their shares in favor of an alternative – Since announcement of offer on January 9, – Strategic buyers may identify potential transaction Sale to Third Party 2018 no strategic or financial buyers have synergies through consolidation of Pine’s – Further management distraction and required contacted the Company, the SC or their platform extensive due diligence for a broad sale respective financial advisors process – Company has limited / no incremental leverage – Buybacks would be accretive to book value per capacity or excess capital Recapitalization / – Lever up balance sheet and / or return excess share, earnings per share and ROE given capital to shareholders Company’s current trading levels – Any additional leverage or reduction in capital share buybacks would likely put further pressure on Pine’s A. – Attractive financing environment M. Best rating (already on negative watch) – Complicated and time-intensive to negotiate – Recapture all / part of premium ceded to – Increase earnings and profitability of the and execute Reinsurance enhance earnings Company – Unclear ability to capture better economics given likely tradeoffs on terms and conditions – Company has communicated to regulators and rating agencies that it has no near-term plans for M&A – Undertake strategic M&A to enhance M&A – Supplement organic growth via accretive M&A – Resumption of M&A activity would likely put positioning of company pressure on ratings – Would distract from ongoing initiatives to right-size the business and restore profitability Deutsche Bank 20 Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Appendix I Supporting materials


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Analysis at various prices (1/2) Current offer price $12.25 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 Premium Metric Undisturbed price $10.15 20.7% 28.1% 37.9% 47.8% 57.6% 67.5% 77.3% 87.2% 97.0% Offer price $12.25 0.0% 6.1% 14.3% 22.4% 30.6% 38.8% 46.9% 55.1% 63.3% Current price $13.14 (6.8%) (1.1%) 6.5% 14.2% 21.8% 29.4% 37.0% 44.6% 52.2% Median unaffected research price target $13.50 (9.3%) (3.7%) 3.7% 11.1% 18.5% 25.9% 33.3% 40.7% 48.1% 52-week low $8.86 38.3% 46.7% 58.0% 69.3% 80.6% 91.9% 103.2% 114.4% 125.7% 52-week high $27.88 (56.1%) (53.4%) (49.8%) (46.2%) (42.6%) (39.0%) (35.4%) (31.9%) (28.3%) Multiple 2018 P/E Median research estimate $1.35 9.1x 9.6x 10.4x 11.1x 11.9x 12.6x 13.3x 14.1x 14.8x Case 1 $1.21 10.1x 10.7x 11.6x 12.4x 13.2x 14.0x 14.9x 15.7x 16.5x Case 2 $0.87 14.1x 14.9x 16.1x 17.2x 18.4x 19.5x 20.7x 21.8x 23.0x 2019 P/E Median research estimate $1.85 6.6x 7.0x 7.6x 8.1x 8.6x 9.2x 9.7x 10.3x 10.8x Case 1 $1.44 8.5x 9.0x 9.7x 10.4x 11.1x 11.8x 12.5x 13.2x 13.9x Case 2 $0.94 13.1x 13.9x 15.0x 16.0x 17.1x 18.2x 19.2x 20.3x 21.4x P/BV (12/31/2017 PF) $16.26 0.75x 0.80x 0.86x 0.92x 0.98x 1.05x 1.11x 1.17x 1.23x P/TBV (12/31/2017 PF) $12.09 1.01x 1.08x 1.16x 1.24x 1.32x 1.41x 1.49x 1.57x 1.65x Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 21 Corporate & Investment Bank


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Analysis at various prices (2/2) Current offer price $12.25 $13.00 $14.00 $15.00 $16.00 $17.00 $18.00 $19.00 $20.00 Selected other metrics Metric Premium to DDM value midpoint Case 1 Terminal P/E scenario $13.18 (7.1%) (1.4%) 6.2% 13.8% 21.4% 29.0% 36.6% 44.2% 51.7% Perpetual growth scenario $13.67 (10.4%) (4.9%) 2.4% 9.7% 17.0% 24.4% 31.7% 39.0% 46.3% Case 2 Terminal P/E scenario $8.33 47.1% 56.1% 68.1% 80.1% 92.1% 104.1% 116.1% 128.1% 140.1% Perpetual growth scenario $8.61 42.2% 51.0% 62.6% 74.2% 85.8% 97.4% 109.0% 120.6% 132.2% Price / BV Adjusted for Reserve Development $250mm favorable development $17.15 0.71x 0.76x 0.82x 0.87x 0.93x 0.99x 1.05x 1.11x 1.17x $250mm unfavorable development $15.36 0.80x 0.85x 0.91x 0.98x 1.04x 1.11x 1.17x 1.24x 1.30x $500mm unfavorable development $14.47 0.85x 0.90x 0.97x 1.04x 1.11x 1.17x 1.24x 1.31x 1.38x Price / TBV Adjusted for Reserve Development $250mm favorable development $12.98 0.94x 1.00x 1.08x 1.16x 1.23x 1.31x 1.39x 1.46x 1.54x $250mm unfavorable development $11.20 1.09x 1.16x 1.25x 1.34x 1.43x 1.52x 1.61x 1.70x 1.79x $500mm unfavorable development $10.31 1.19x 1.26x 1.36x 1.45x 1.55x 1.65x 1.75x 1.84x 1.94x Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 22 Corporate & Investment Bank


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Estimated impact of changes in reserves Illustrative impact to book value of a change in reserves ($ in mm) Net reserve redundancy / After-tax NOI impact per (deficiency) % of existing net reserves After-tax NOI impact¹ share¹ PF 2017YE BVPS PF 2017YE TBVPS $250 4.0% $180 $0.89 $17.15 $12.98 $0 0% $0 $0.00 $16.26 $12.09 ($250) (4.0%) ($180) ($0.89) $15.36 $11.20 ($500) (8.0%) ($360) ($1.78) $14.47 $10.31 Deutsche Bank 1) Assumes tax rate of 28% as assumed by Pine Management in their financial projections for 2017. 23 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Current Pine ownership Current shareholder breakdown Family ownership summary Public ownership summary Position % Position % Name Name (‘000) ownership (‘000) ownership Public float Family 44% ownership Barry Zyskind (CEO) 17,252 8.8% 55% The Vanguard Group 9,726 5.0% George Karfunkel (Director) 32,438 16.5% Invesco Advisers 7,620 3.9% Other insiders and employees 1% Leah Karfunkel (Director) 6,596 3.4% BlackRock Fund 5,221 2.7% MK Family Trust 15,505 7.9% Advisors Goldman Sachs & Co. 5,146 2.6% Gevurah 12,020 6.1% Principal Global Total as defined in 13-D filings 83,811 42.7% 3,702 1.9% Investors Non-voting shares until George & Leah Karfunkel and Barry Zyskind SSgA Fund after the 2018 annual 24,096 12.3% 3,254 1.7% through private placement(a) Management shareholders meeting Total Karfunkel & Zyskind common shares 107,907 55.0% RBC Global Asset 2,871 1.5% Management Other insiders 2,713 1.4% Dimensional Fund 2,699 1.4% Advisors Other common shares 85,433 43.6% Invesco PowerShares 2,301 1.2% Capital Management Total common shares 196,053 100.0% JPMorgan Securities 2,145 1.1% RSUs and PSUs 4,917 Other 40,748 20.8% Stock Options 1,424 Total diluted common shares (fully converted) 202,394 Total public 85,433 43.6% Deutsche Bank (a) Shares issued on 5/25/2017. 24 Corporate & Investment Bank Source: Pine capitalization table provided by Pine Management. Data as of 22nd Dec, 2017, Public filings


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Deutsche Bank Corporate & Investment Bank Appendix II Detail of preliminary management projections


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Underwriting comparison Gross written premiums ($bn) Net earned premiums ($bn)(a) Annual 5.7% 6.0% 4.5% 4.8% 5.0% 5.0% CAGR (’17 –’22): 4.9% growth: CAGR (’17 –’22): 3.1% 5.7% 2.5% 3.2% 3.4% 3.5% 3.5% CAGR (’17 –’22): 5.1% CAGR (’17 –’22): 3.2% $6.2 $6.5 $10.8 $5.9 $6.0 $10.2 $9.8 $5.6 $5.8 $9.8 $9.5 $5.5 $5.4 $5.6 $9.3 $9.2 $5.4 $8.9 $8.9 $5.1 $5.1 $8.4 $8.4 $8.6 $7.9 $7.9 $4.7 $4.7 $6.8 $6.8 $4.0 $4.0 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Loss and LAE ratio (ex. PYD) Expense ratio 70.9% 70.9% 68.5% 68.5% 68.5% 68.5% 68.5% 67.2% $10.8 66.8% 66.6% 66.6% 66.6% $10.2 27.8% 27.8% 66.0%66.0% $9.8 27.2% 27.0% 27.1% 27.1% 27.1% 27.1% $9.3 26.9% 26.8% $8.9 26.7% 26.6% $7.9 $8.4 26.4% 26.4% 61.8% 61.8% 24.8%24.8% 2015A 2016A 2017E 2016A 2018E 2017E 2019E 2020E 2018E 2021E 2019E 2022E 2020E 2015A 2016A 2021E 2017E 2022E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank (a) Retention ratio and NWP to NEP largely unchanged between Dec 2017 and Jan 2018. 25 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Profitability analysis Underwriting profit ($mm) Net investment income ($mm) CAGR (’18 –‘22): 9.0% Case 1 2.48% 2.58% 2.47% 2.60% 2.70% 2.80% 2.90% 3.00% CAGR (’18 –’22): 2.9% yield: Case 2 $445 2.48% 2.58% 2.47% 2.60% 2.65% 2.70% 2.75% 2.80% $416 yield: $354 $389 $340 $340 $316 $296 $296 $258 $397 $235 $241 $250 $231 $364 $362 $333 $317 $339 $305 $297 $281 $280 $250 $250 $208 $208 $156 $156 ($351) ($351) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Service and fee income ($mm) Corporate and other revenue ($mm) CAGR (’17 –’22): 6.1% $108 $108 $98 $98 $105 $105 $102 $102 CAGR (’17 –’22): 4.0% $99 $99 $93 $93 $97 $97 $90 $90 $83 $83 $77 $77 $10.8 2015A $10.2 2016A 2017E 2018E 2019E 2020E 2021E 2022E $9.8 $9.3$51 $8.9 $48 $8.4 $45 $46 $7.9 $43 $43 $44 $41 $41 $42 Other expenses ($mm) $38 $38 $202 $202 $192 $192 $198 $198 $190 $190 $182 $182 $187 $187 $150 $150 $143 $143 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2016A 2017E 2018E 2019E 2020E2015A 2021E 2016A 2017E2022E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 26 Corporate & Investment Bank


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Operating income and net income comparison Pre-tax income ($mm) After-tax net income ($mm) CAGR (’18 –‘22): 15.2% CAGR (’18 –‘22): 19.4% CAGR (’18 –’22): 10.2% CAGR (’18 –’22): 15.2% $620 $563 $563 $551 $499 $499 $471 $471 $500 $500 $489 $446 $419 $419 $388 $415 $363 $363 $394 $335 $353 $356 $323 $270 $267 $287 $234 $268 $219 $204 $169 $152 (a) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Operating income adjustments After-tax operating income ($mm) CAGR (’18 –’22): 16.0% $50 $50 CAGR (’18 –’22): 10.5% $46 $46 $25 $25 $20 $20 $9 $9 $3 $3 $470 $470 $441 ($4) ($4) $10.8 $409 $409 $10.2 $391 $9.8 $9.3 $343 $8.9 $8.4 $7.9 $290 Removes gain on sale of $263 Tecmo, deferred gain on ADC $244 $237 $212 and other adjustments $189 $176 ($447) ($447) $52 $52 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2016A 2017E 2018E 2019E 2020E 2015A 2016A 2021E 2017E 2022E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank (a) Includes $820mm gain on Tecmo sale. 27 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Capital management Operating EPS Dividends per share CAGR (’18 –‘22): 17.2% CAGR (’18 –’22): 10.6% $0.90 $2.79$2.79 $0.81 $0.85 $2.34$2.34 $0.74 $0.77 $2.28 $0.70 $0.70 $0.70 $0.70 $0.70 $0.70 $0.70 $0.64 $0.64 $1.98 $1.71 $0.55 $0.55 $1.44 $1.31 $1.21 $1.18 $0.94 $1.05 $0.87 $0.27$0.27 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Capital management (dividends & share repurchases) Shares outstanding $0.90 $0.85 $0.81 201.7 201.7 201.7 201.7 201.7 201.7 201.6 201.5 200.2 199.4 $0.77 195.8 191.0 $0.70 $0.70 $0.74 $0.70 $0.70 $0.70 $0.70 $0.70 $0.64 $0.64 179.7179.7 174.7174.7 0.8 $101 $10.2 $0.55 $0.55 $9.8 $70 $9. .9 $8.4 $43 $7.9 $23 $3 $158 $162 $166 $145 $152 $129 $129 $138 $138 $138 $138 $137 $108$108 $86 $86 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Dividends 2016A 2017E Share repurchases 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 28 Corporate & Investment Bank


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BVPS and ROE Shareholders’ equity ($bn) Tangible shareholders’ equity ($bn) $3.9 $3.8 $3.3 $3.1 $2.9 $3.6 $3.6 $2.9 $2.7 $2.8 $3.5 $3.5 $2.7 $2.6 $2.6 $3.4 $2.4 $2.4 $2.5 $3.4 $3.3 $3.3 $3.3 $3.3 $1.4 $1.4 $1.1 $1.1 $2.4 $2.4 $2.2 $2.2 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E BVPS TBVPS Case 1 Case 1 24.4% 17.8% 1.8% 7.3% 8.5% 9.7% 10.6% 11.5% 32.6% 32.0% 2.9% 9.7% 11.0% 12.2% 13.1% 13.9% ROE: Case ROTE: 2 Case 2 32.6% 32.0% 2.9% 4.7% 5.1% 6.0% 6.8% 7.6% 24.4% 17.8% 1.8% 3.5% 3.9% 4.6% 5.3% 6.0% ROTE: ROE: $21.24 $17.62 $19.77 $16.15 $18.61 $10.8 $14.92 $15.00 $18.45 $13.90 $14.27 $17.71 $17.78 $10.2 $13.65 $17.11 $17.29 $9.8 $13.07 $13.15 $16.73 $16.73 $16.80 $16.96 $9.3 $12.44 $12.44 $12.77 $8.9 $8.4 $7.9 $13.81 $13.81 $12.74 $12.74 $8.20 $8.20 $6.50 $6.50 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2016A 2017E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 29 Corporate & Investment Bank


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“IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsche Bank Trust Company Americas (“DBTCA”) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or any U.S. Broker-dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law). This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary or other relationship between the Recipient and Deutsche Bank.” Deutsche Bank Corporate & Investment Bank

Exhibit (c)(7)

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Deutsche Bank CONFIDENTIAL Corporate & Investment Bank Project Pine Precedent insurance squeeze-out transaction case studies February, 2018 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


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Summary statistics of select case studies of precedent insurance minority squeeze-outs High Low Median Timeline Total time (1st offer to ~5.5 months ~3.5 months ~4.5 months agreement) Offer to preliminary ~3 months ~1.5 months ~2.5 months response 2nd offer ~6 weeks ~1.5 weeks ~3 weeks Bumps # of bumps 4 3 3 Final offer premium to initial 25.0% 8.3% 15.7% Negotiation Totals 1st response – with counter 2 1st response – without 3 counter 2nd response – with counter 4 2nd response – without 1 counter Deutsche Bank Source: Company filings Note: Data indicates a summary of select deals covered in the next couple of pages. Metrics for AIG / 21st century transaction are excluded as the companies were involved in Corporate & Investment Bank private negotiations for several months prior to the first public offer. Excludes First American / First Advantantage for calculating the final offer premium to initial.


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Case studies of select insurance precedent minority squeeze-outs (1/2) American Financial Group / National Interstate CNA Financial / CNA Surety First American / First Advantage (49% acquired) (38% acquired) (26% acquired) Timeline Total time (1st offer to agreement) ~4.5 months ~5.5 months ~3.5 months Offer to preliminary response ~3 months ~3 months ~1.5 months 2nd offer ~3 weeks ~6 weeks ~1.5 weeks 3rd offer ~1.5 weeks ~4 weeks ~ 2.5 weeks Final offer ~2 weeks 1 day ~ 2.5 weeks Final offer to signing 5 days 5 days 4 days Bumps # of bumps 3 3 3 7.9% (based on exchange ratio) / 34.3% (based Final offer premium to initial 8.3% 20.7% on stock price appreciation) Final offer premium to 1-day / 1- 43.7% / 45.0% / 39.5% / 29.8% 37.9% / 38.7% / 48.2% / 50.9% 48.0% / 67.8% / 39.9% / 41.3% week / 1-month / 90-day VWAP Negotiation – $22.00 per share, 14% premium / 13% to 52- 1st – $30.00 per share, 32.7% premium, 1.7x P/BV, – 0.5375 fixed exchange ratio ($14.04 per share offer week high / 24% to 1m / 31% to 3m, 1.17x 26x LTM P/E at time of offer), 10.2% premium P/TBV 1st – Written presentation by MS to AFG; valuation – Rejected stating proposal “substantially response – Inadequate offer; would consider a revised offer ranges indicated but no counter proposed undervalued” the Company – Buyer indicated $25.00 per share is fair value; 2nd – 0.55 fixed exchange ratio ($17.38 at time of offer – $30.75 per share (2.5% increase) however Board would consider $25.20 as that offer, 2.3% increase in exchange ratio) was the trading price (14.5% increase) 2nd – SC rejected offer stating it was inadequate and – SC would support 1.2x P/BV or $27.79 per – Counter-offer of $23.00 per share in cash or response not in the best interest of public shareholders share; but would be constructive fixed value mechanism 3rd – $32.00 per share “best and final” offer; 41.5% – CNA indicate they would be willing to – 0.57 fixed exchange ratio ($17.76 per share at offer premium recommend $26.20 time of offer) – $20.00 per share with downside protection; 3rd – $32.00 per share unlikely to receive unanimous response – SC would support $27.00 subsequently reduced ask to 0.5850 fixed support whereas $32.50 would exchange ratio (19.64 per share) – Added a $0.50 special dividend per share in Final offer – Agreement at $26.55 – Agreement at 0.58 exchange ratio addition to the $32.00 communicated earlier Deutsche Bank Source: Company filings 1 Corporate & Investment Bank


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Case studies of select insurance precedent minority squeeze-outs (2/2) Nationwide Mutual / Nationwide Financial Alfa Mutual / Alfa Corp AIG / 21st Century Insurance(a) Services (33% acquired) (46% acquired) (39% acquired) Timeline Total time (1st offer to agreement) ~5 months ~3.5 months ~3.5 months(a) Offer to preliminary response ~2.5 months ~2 months ~2 weeks 2nd offer ~1 month ~2 weeks ~1 month 3rd offer ~ 2.5 weeks ~2 weeks ~ 1 month 4th offer N/A 5 days N/A Final offer ~ 2 weeks 10 days ~1 month Final offer to signing 12 days 1 day 1 day Bumps # of bumps 3 4 3 Final offer premium to initial 10.7% 25.0% 11.4% Final offer premium to 1-day / 1-week / 1- 28.3% / 17.9% / 18.9% / 21.5% 44.7% / 40.6% / 29.8% / 30.8% 32.6% / 31.2% / 24.9% / 30.3% month / 90-day VWAP Negotiation 1st – $47.20 per share, 15.9% premium, 11.4% to 1m – $17.60 per share, 15.8% premium, 1.7x P/BV – $19.75 per share, 19% premium, 25.5% to 12m offer average (ex. AOCI) avg, 19.6x NTM P/E – Counter offer of $24.00 per share (after 1st – $47.20 doesn’t represent a realistic starting point – $26.00 per share counterproposal, based on response negotiating a deletion of a provision related to for negotiations; low 60s may be acceptable revised projections and view of cost synergies A.M. Best downgrade) 2nd – Would potentially increase $19.75 per share by offer – $50.65 per share (7.3% increase) – $18.75 per share (6.5% increase) 5% – SC maintained $18.75 was not a price at which it 2nd – SC would be willing to consider a transaction at would propose a new counter-offer and – $23.00 per share with AIG stock as response $56.00 per share maintained its previous counter of $24.00 per consideration or $24.00 per share in stock share 3rd – May be willing to consider as high as $51.00 per – $21.25 per share with no majority of minority offer – $20.00 per share share condition 3rd – $52.50 with majority of minority condition or – $22.00 per share with minimum fixed amount of response – $23.00 per share $53.50 without it dividends 4th – $20.75 per share without majority of minority offer – N/A – N/A condition 4th – $22.00 per share with majority of minority response – N/A – N/A condition – Agreement at $52.25 per share without majority – $22.00 per share without majority of minority – $22.00 per share with pro rata dividend until Final offer of minority condition condition agreed closing agreed Deutsche Bank (a) AIG and 21st Century had been in discussions on the topic since July, 2006. AIG decided to go public with the offer in Jan, 2007 when they couldn’t agree on valuation with 2 Corporate & Investment Bank the SC. Source: Company filings


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“IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department exclusively for the benefit and internal use of the recipient (the “Recipient”) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsche Bank Trust Company Americas (“DBTCA”) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or any U.S. Broker-dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. No party may rely on this Presentation without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law). This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary or other relationship between the Recipient and Deutsche Bank.” Deutsche Bank Corporate & Investment Bank

Exhibit (c)(8)

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Dividend discount model Assumptions 2018E 2019E 2020E 2021E 2022E – All projections provided EPS $1.21 $1.44 $1.71 $1.98 $2.28 by Pine management – Valuation as of YE EPS ex. Tecmo $1.18 $1.40 $1.64 $1.89 $2.17 2017 Dividends per share $0.74 $0.77 $0.81 $0.85 – Uses mid-year discounting – Company keeps capital Present value Terminal value structure the same @ 1/1/18 @ 12/31/21 going forward A. Cash flows Present value of dividends (12.0% CoE) $2.54 B. Terminal value Terminal P/E (@ 10.0x) $13.80 $21.71 Perpetuity growth rate (12.0% CoE, 2.0% growth) $13.80 $21.71 Implied terminal P/BV 1.22x (b) Implied terminal P/TBV 1.51x (b) C. Value of Tecmo stake (49%) $1.10 (a) Total value (A+B+C) Terminal P/E $17.43 Perpetuity growth rate $17.43 Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares. (b) Excludes $1.36 of Tecmo value in terminal year. Corporate & Investment Bank Source: Pine projections as prepared by Pine Management and pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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5-year history of P/NTM EPS 20.0x 16.0x 15.8x 5-yr average: 14.3x E PS TM 12.0x N / P 5-yr average: 9.2x 9.0x 8.0x 4.0x 2013 2014 2015 2016 2017 2018 Pine Peers Deutsche Bank Note: Market data as of 2/2/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Source: FactSet Corporate & Investment Bank

Exhibit (c)(9)

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Deutsche Bank Corporate & Investment Bank CONFIDENTIAL Project Pine Special Committee Discussion February 20, 2018 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


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Discussion agenda •1 Pine situation update •2 Financial projections update Deutsche Bank Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Section 1 Pine situation update


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Pine situation update provided by Pine management 1. Year-end audit timing 2. Regulatory correspondence 3. A.M. Best 4. Investor updates 5. Tecmo transaction closing considerations 6. Business outlook Deutsche Bank Source: Pine Management 1 Corporate & Investment Bank


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A.M.Best commentary related to recent Pine events (1/2) Report / press release date Direct quotes from A.M. Best reports / press releases – “A.M. Best has revised the outlook to negative from stable” – “The rating actions follow the disclosure of a delay in the filing of AmTrust’s annual report (10-K) due to a delay in completing its consolidated financial audit and assessment of internal controls, although still considered timely by the Securities and Exchange Commission.” February 27th, 2017 – “In addition, AmTrust has identified material weaknesses related to its internal controls over: the assessment of risks associated with (Delay in 10-K filing) financial reporting; and corporate accounting and corporate financial reporting resources within the company. While the specific items identified may not give rise to any material issues with respect to the financial reports themselves, they highlight the strain the organization’s substantial growth in recent years has placed on resources” – “The negative outlook reflects the potential for downward movement in the Credit Ratings (ratings) should there be material changes in AmTrust’s fourth-quarter financial results compared with the financial data released Feb. 27, 2017, or upon the disclosure of further material weaknesses prior to the resolution of those disclosed in the 2016 Form 10-K” – “The delay in the Securities and Exchange Commission filing and announced restatement of AFSI’s previously filed financial statements for 2014 and 2015 place additional negative pressure on its ratings. However, management has stated that the effect of the restatement is expected to be limited to items related to timing of revenue recognition for certain fee income related to its warranty business and expensing of bonuses, and will have no material effect on the ongoing insurance operations or the statutory entities” March 16th, 2017 – “Until the 10-K is filed, A.M. Best cannot determine the extent to which the change in the restated financial results may be material to its (Restatement of prior assessment of the ratings of AFSI or its subsidiaries. The negative outlook reflects the potential for negative rating action to be taken if the year results) differences in the restated financial results are sufficiently material to cause a reassessment in A.M. Best’s view of the company’s financial condition.” – “In addition, A.M. Best continues to re-evaluate the company’s enterprise risk management profile and capabilities in light of the additional delay in completing the audit and filing the 10-K” – “A.M. Best views the equity raise as a positive step that improves the tangible equity position of AFSI and enhances the company’s balance sheet strength. It is A.M. Best’s expectation that the proceeds will be downstreamed into AFSI’s regulated insurance operations to May 25th, 2017 supplement risk-adjusted capitalization and support policyholder obligations.” (Equity raise) – “Management has implemented a number of actions to address the material weaknesses in its financial reporting function and to bring greater focus to its insurance company operations. However, there is execution risk associated with these efforts, which is reflected in the continuing negative outlook on the ratings.” Deutsche Bank Source: A.M. Best 2 Corporate & Investment Bank


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A.M.Best commentary related to recent Pine events (2/2) Report / press release date Direct quotes from A.M. Best reports / press releases – “The implementation of the reinsurance agreement will increase the future stability of AFSI’s balance sheet, which A.M. Best views as credit positive.” July 6th, 2017 – “However, the agreement does not significantly strengthen A.M. Best’s view of AFSI’s risk-adjusted capital position as calculated by Best’s (Reinsurance agreement) Capital Adequacy Ratio (BCAR), given the assumed deficiency incorporated in the BCAR. The future development of AFSI’s reserves, including reserves that may be transferred under this agreement, may drive future positive or negative rating action.” – “Credit Ratings (ratings) have been placed under review with negative implications following the announcement by AFSI of its entry into a definitive agreement to sell certain of its U.S.-based managing general agencies and warranty third-party administrators (collectively referred to as “fee businesses”) and the separate announcement of a reserve strengthening during third-quarter 2017” – “The concurrently announced sale of the fee businesses is expected to significantly improve the equity position and balance sheet strength of AFSI upon completion of the transaction… The overall improvement in the holding company’s position upon closure of the sale will be a net positive to AFSI’s ratings and those of its subsidiaries.” – “However, the actions raise questions about the potential future movement of reserves for these accident years (which would not be covered by the ADC, as that cover is being exhausted by these actions) and about price adequacy and underwriting practices for the current and more recent accident years. A review of the full-year 2017 results, including the associated reserve analysis, is necessary to provide November 6th, 2017 A.M. Best with sufficient information to resolve these questions” – “AFSI has taken a number of other actions in 2017 to strengthen capital, including a common equity raise, sale of assets that carried high (Tecmo announcement) capital charges, including equity in National General Holdings Corp. (National General), and the sale of underwriting and claims systems to National General. Separately from these financial improvements, the company also has recently expanded its executive staff in the finance, accounting, audit and actuarial disciplines to bring additional expertise to these critical business areas. The company has been working to resolve the material weaknesses in financial controls identified in the year-end 2016 audit and has regained current filer status with the Securities and Exchange Commission, enabling it to more readily access capital markets should such action be necessary” – The ratings would remain under review until: ï,§ the close of a transaction with Madison Dearborn Partners (MDP), under which AFSI will sell MDP certain U.S.-based managing general agencies and warranty third-party administrators, and A.M. Best has assessed the impact of the actual closing terms on risk-adjusted capital; and ï,§ AFSI’s year-end 2017 financials have been filed, and A.M. Best has assessed the full-year reserve information to determine appropriate capital charges associated with enterprise reserves January 16th, 2018 – “…as these steps have not been concluded, and as there is no definitive agreement related to the acquisition of AFSI’s outstanding public shares at this time, the ratings remain under review. A.M. Best will continue to monitor developments and take rating action as conditions (Stone Point and Family warrant.” offer) Deutsche Bank Source: A.M. Best 3 Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Section 2 Financial projections update


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Timeline of events related to Pine financial projections – Financial planning process redesigned to be more robust since CFO took over in mid-2017 – Budgets were prepared with more involvement from business units than in prior years, culminating in the November meeting of business Mid to late 2017 executives – Individual business unit budgets were rolled up into a consolidated set of projections, after normalization for past performance of each unit – Several layers of review and approvals; finally signed off by the Pine CFO and CEO     – Projections accelerated and finalized with help from Bank of America Merrill Lynch (BAML) in light of the discussions with potentially interested December 20th, 2017 parties – These projections subsequently shared with Stone Point Capital and other potentially interested parties January 9th, 2018 – Public announcement of proposed offer of $12.25 by Stone Point and the Zyskind / Karfunkel Family – “Case 1” projections provided by Pine Management to Special Committee January 24th, 2018 – Largely consistent with December 20th, 2017 projections with several adjustments, including reflecting tax reform legislation with a lower projected corporate tax rate, reflecting recent transactions, and some operating adjustments reflecting an updated Q4 outlook – “Case 2” projections provided by Pine Management to Special Committee January 31st, 2018 – Represents a somewhat more challenging operating environment, reflecting the reputational and business pressures faced by AmTrust, slower growth, more conservative projected underwriting assumptions reflecting recent loss reserve activity, and a more conservative balance sheet in light of rating agency concerns February 1st , 2018 – Special Committee interview with Pine CEO and CFO regarding Case 1 and Case 2 February 6th, 2018 – Case 2 projections provided to the Buyer group February 8th, 2018 – Special Committee rejects initial proposal of $12.25 February 16th, 2018 – Pine Management confirms to the Special Committee that Case 2 is their best estimate of the financial outlook for the Company February 18th, 2018 – Special Committee interview with Pine CFO and Deputy CFO regarding Case 2 Deutsche Bank Source: Pine Management 4 Corporate & Investment Bank


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Repeat from Feb 5 Discussion Key differences between Case 1 and Case 2 over the projection period Gross written premiums ($bn) Underwriting profit ($mm) 5.7% 6.0% 4.5% 4.8% 5.0% 5.0% CR 90.8% 88.1% 98.7% 94.2% 93.7% 93.4% 93.3% 93.1% Annual growth: 5.7% 2.5% 3.2% 3.4% 3.5% 3.5% LR 66.0% 61.8% 70.9% 67.2% 66.8% 66.6% 66.6% 66.6% CAGR (’17 –’22): 5.1% CR 90.8% 88.1% 98.7% 95.7% 95.7% 95.7% 95.7% 95.7% CAGR (’17 –’22): 3.2% LR 66.0% 61.8% 70.9% 68.5% 68.5% 68.5% 68.5% 68.5% $10.2 $10.8 $445 $9.8 $416 $9.3 $9.8 $9.5 $389 $9.2 $354 $8.9 $8.9 $340 $340 $8.4 $8.4 $8.6 $316 $296 $296 $7.9 $7.9 $241 $250 $258 $231 $235 $6.8 $6.8 CAGR (’18 –‘22): 9.0% CAGR (’18 –’22): 2.9% ($351) ($351) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Operating EPS(a) TBVPS(b) Operating $470 $409 $52 $244 $290 $343 $391 $441 32.6% 32.0% 2.9% 9.7% 11.0% 12.2% 13.1% 13.9% earnings ROTE: $mm): $470 $409 $52 $176 $189 $212 $237 $263 32.6% 32.0% 2.9% 7.1% 7.4% 8.1% 8.7% 9.2% CAGR (’18 –‘22): 17.2% $2.79$2.79 CAGR (’18 –’22): 10.6% $17.62 $10.8 $16.15 $2.34$2.34 $10.2 $14.92 $2.28 $9.8 $13.90 $14.27 $15.00 $9.3 $8.9 $13.07 $13.65 $8.4 $1.98 $12.77 $13.15 $7.9 $12.44 $12.44 $1.71 $1.44 $1.31 $8.20 $8.20 $1.21 $1.18 $0.94 $1.05 $6.50 $6.50 $0.87 $0.27$0.27 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 5 (a) Pine Management forecast calculated based on fully-diluted shares outstanding. Corporate & Investment Bank (b) Pine Management forecast calculated based on primary shares outstanding.


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Repeat from Jan 31 Presentation Peer comparison: Net written premiums growth 2018 / 2017 NWP growth 12.3% 11.1% 8.1% 6.9% 5.6% 5.2% 5.0% 4.4% 4.0% Peer median: 4.4% 4.4% 3.3% 3.0% 2.7% 2.5% (2.2%) (a) JRVR AGII Pine—Case CNA NAVG THG SIGI EIG Pine—Case PRA WRB AFG MKL AIZ AMSF 1 2 2019 / 2018 NWP growth 9.7% Peer median: 4.0% 5.6% 5.0% 4.5% 4.4% 4.4% 4.3% 4.0% 3.7% 3.7% 3.2% 2.7% 2.7% 2.4% (a) (0.7%) JRVR MKL THG Pine—Case SIGI CNA AGII EIG AFG AIZ Pine—Case PRA NAVG WRB AMSF 1 2 Deutsche Bank Note: Consensus estimates for peers taken from FactSet estimates where available and SNL Financial otherwise. 6 (a) AIZ projections taken as average of Dowling and SunTrust estimates for 2018 and taken as Dowling estimate for 2019. Corporate & Investment Bank Source: FactSet, SNL Financial, Dowling, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit


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Repeat from Jan 31 Presentation Peer comparison: Underwriting analysis Combined ratio 2018 combined ratio Peer median: 95.8% 99.1% 98.4% 96.9% 96.4% 96.0% 96.0% 95.8% 95.7% 95.1% 94.8% 94.2% 93.5% 93.3% 92.9% 84.2% AIZ NAVG AGII CNA JRVR EIG THG Pine—Case WRB MKL Pine—Case PRA SIGI AFG AMSF 2 1 2019 combined ratio 98.6% 98.5% 97.9% Peer median: 95.8% 96.6% 96.3% 95.9% 95.8% 95.7% 95.6% 95.2% 94.7% 94.1% 93.7% 93.0% 85.1% AIZ(a) NAVG CNA EIG AGII THG JRVR Pine—Case MKL WRB PRA SIGI Pine—Case AFG AMSF 2 1 Deutsche Bank Note: Consensus estimates for peers taken from FactSet estimates where available and SNL Financial otherwise. 7 (a) AIZ projections taken as average of Dowling and SunTrust estimates for 2018 and taken as Dowling estimate for 2019. Corporate & Investment Bank Source: FactSet, SNL Financial, Dowling, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit


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Peer comparison: Profitability After-tax operating profit 2015 – 2019 CAGR 16.2% 11.8% 9.4% 8.2% 6.9% 6.4% 3.5% Peer median: 3.5% 2.1% 0.3% 0.2% (2.2)% (3.8)% (6.0)% (10.5)% (11.4)% (20.4)% (20.9)% CNA AFG JRVR THG AIZ SIGI AGII NAVG WRB EIG AMSF MKL PRA Pine—Pine—Pine—Pine—Case Case 1 Case 1 Case 2 2 excl. fee excl. fee income income 2017 – 2019 CAGR 375.0% 290.2% 204.4% 137.0% 91.3% 54.7% 53.9% 37.1% 16.8% 14.6% 13.6% 7.6% 4.4% Peer median: 13.6% 1.1% (0.2)% (5.1)% (5.4)% AGII Pine—Pine—Case Pine—Pine—NAVG AIZ THG WRB JRVR AFG MKL SIGI CNA AMSF PRA EIG Case 1 2 excl. fee Case 1 Case 2 excl. fee income income Deutsche Bank Note: Pine financials assume the sale of Tecmo occurred on 1/1/2017. AMSF, EIG, JRVR & PRA display LTM figures. Impact of service and fee income calculated using 8 effective tax rate for the respective years. Corporate & Investment Bank Source: FactSet, SNL Financial, Dowling, Pine projections based on Pine Management and are pro-forma for Tecmo sale; FY 2017 pending KPMG audit


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Summarized from Feb 5 Discussion Dividend Discount Model valuation summary under Case 1 and Case 2 DDM illustrative range Sensitivity analysis Low High Terminal P/E multiple 6.0x 7.0x 8.0x 9.0x 10.0x 12.0% $11.92 $13.30 $14.68 $16.05 $17.43 Case 1 $10.67 $17.43 13.0% 11.58 12.91 14.25 15.58 16.91 14.0% 11.27 12.55 13.84 15.12 16.41 Cost of equity 15.0% 10.96 12.20 13.44 14.68 15.93 16.0% 10.67 11.87 13.07 14.27 15.46 Terminal P/E multiple 6.0x 7.0x 8.0x 9.0x 10.0x 12.0% $7.94 $8.70 $9.46 $10.23 $10.99 Case 2 $7.20 $10.99 13.0% 7.74 8.48 9.21 9.95 10.69 Cost of equity 14.0% 7.55 8.26 8.97 9.69 10.40 15.0% 7.37 8.06 8.74 9.43 10.12 16.0% 7.20 7.86 8.52 9.19 9.85 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 9 Corporate & Investment Bank Note: Valuation is as of YE 2017 assuming mid-year discounting.


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Illustration of key sensitivities between Case 1 and Case 2 NPV illustration of key sensitivities between Case 1 and Case 2 (@ top end of the range: 12% cost of equity, 10x exit P/E multiple) Illustrated sensitivity analysis $1.03 $17.43 $16.41 $0.28 $0.65 $3.88 $0.23 $0.38 $10.99 Other differences Case 2 Compounding Dividend Case 2 Case 1 #1 #2 #3 (’18-’21 results, effect of difference w/ sensitivity share buybacks, between Case 1 adjustments #1 & #2 and Case 2 compounding of +2% incremental 2.6% improvement 20bps incremental investment assets, NPE growth in in combined ratio investment yield in other) ’20-’22 in ‘22 ‘22 Deutsche Bank Source: Source: Pine p4rojections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 10 Note: Valuation impact is as of YE 2017 assuming mid-year discounting. Corporate & Investment Bank


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Sensitivity #1 Net premiums earned (NPE) growth rate Valuation impact of change in NPE growth assumption NPE growth 2018E 2019E 2020E 2021E 2022E Year Case 1 Case 2 Delta Case 2 NPE $5,368 $5,417 $5,567 $5,760 $5,962 2015A 14.7% 14.7% — % growth 5.1% 0.9% 2.8% 3.5% 3.5% Incremental NPE % growth 0.0% 0.0% 1.0% 1.0% 1.0% 2016A 16.1% 16.1% — Sensitized NPE % growth 5.1% 0.9% 3.8% 4.5% 4.5% 2017E 9.4% 9.4% — Sensitized NPE $5,368 $5,417 $5,622 $5,873 $6,137 Incremental NPE $0 $0 $54 $112 $175 2018E 7.1% 5.1% 2.0% Case 2 combined ratio 95.7% 95.7% 95.7% 95.7% 95.7% 2019E 3.1% 0.9% 2.2% Incremental underwriting profit $0 $0 $2 $5 $8 2020E 4.3% 2.8% 1.5% Incremental after-tax earnings (21% tax) $0 $0 $2 $4 $6 2021E 4.9% 3.5% 1.4% Case 2 shares outstanding 201.7 201.7 201.6 201.5 200.8 Incremental EPS $0.00 $0.00 $0.01 $0.02 $0.03 2022E 5.0% 3.5% 1.5% Terminal value (at 8x P/E multiple) $0.24 ’17-’22 4.9% 3.1% 1.8% PV of terminal value (at 14% cost of equity) $0.14 CAGR Sensitivity analyses P/E multiple Incremental NPE growth rate $0.14 6.0x 7.0x 8.0x 9.0x 10.0x $0.14 0.0% 0.5% 1.0% 1.5% 2.0% 12.0% $0.11 $0.13 $0.15 $0.17 $0.19 12.0% $0.00 $0.08 $0.15 $0.23 $0.31 equity 13.0% 0.11 0.13 0.15 0.16 0.18 equity 13.0% 0.00 0.07 0.15 0.22 0.30 st of 14.0% 0.11 0.12 0.14 0.16 0.18 st of 14.0% 0.00 0.07 0.14 0.21 0.29 Co 15.0% 0.10 0.12 0.14 0.15 0.17 Co 15.0% 0.00 0.07 0.14 0.21 0.28 16.0% 0.10 0.12 0.13 0.15 0.16 16.0% 0.00 0.07 0.13 0.20 0.27 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 11 Note: Valuation impact is as of YE 2017 assuming mid-year discounting. Corporate & Investment Bank


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Sensitivity #2 Combined ratio improvement Valuation impact of change in combined ratio assumption AY Combined ratio 2018E 2019E 2020E 2021E 2022E Year Case 1 Case 2 Delta Case 2 NPE $5,368 $5,417 $5,567 $5,760 $5,962 2015A 90.8% 90.8% — % growth 5.1% 0.9% 2.8% 3.5% 3.5% 2016A 88.1% 88.1% — Case 2 combined ratio 95.7% 95.7% 95.7% 95.7% 95.7% Sensitized combined ratio 95.7% 95.7% 94.7% 94.7% 94.7% 2017E 98.7% 98.7% — Incremental combined ratio 0.0% 0.0% (1.0)% (1.0)% (1.0)% 2018E 94.2% 95.7% (1.5)% Incremental underwriting profit $0 $0 $56 $58 $60 2019E 93.7% 95.7% (2.0)% Incremental after-tax earnings (21% tax) $0 $0 $44 $46 $47 Case 2 shares outstanding 201.7 201.7 201.6 201.5 200.8 2020E 93.4% 95.7% (2.3)% Incremental EPS $0.00 $0.00 $0.22 $0.23 $0.23 2021E 93.3% 95.7% (2.4)% Terminal value (at 8x P/E multiple) $1.88 2022E 93.1% 95.7% (2.6)% PV of terminal value (at 14% cost of equity) $1.11 ’17-’22 93.5% 95.7% (2.2)% Avg Sensitivity analyses P/E multiple Incremental combined ratio $1.49 6.0x 7.0x 8.0x 9.0x 10.0x $2.22 (0.5)% (1.0)% (1.5)% (2.0)% (2.5)% 12.0% $0.89 $1.04 $1.19 $1.34 $1.49 12.0% $0.60 $1.19 $1.79 $2.38 $2.98 equity 13.0% 0.86 1.01 1.15 1.29 1.44 equity 13.0% 0.58 1.15 1.73 2.30 2.88 st of 14.0% 0.83 0.97 1.11 1.25 1.39 14.0% 0.56 1.11 1.67 2.22 2.78 Co 15.0% 0.80 0.94 1.07 1.21 1.34 Cost of 15.0% 0.54 1.07 1.61 2.15 2.68 16.0% 0.78 0.91 1.04 1.17 1.30 16.0% 0.52 1.04 1.55 2.07 2.59 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 12 Note: Valuation impact is as of YE 2017 assuming mid-year discounting. Corporate & Investment Bank


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Sensitivity #3 Investment yield improvement Valuation impact of change in investment yield assumption Net investment yield 2018E 2019E 2020E 2021E 2022E Year Case 1 Case 2 Delta Case 2 invested assets $10,956 $11,477 $12,039 $12,633 $13,243 2015A 2.48% 2.48% — % growth 3.3% 4.8% 4.9% 4.9% 4.8% 2016A 2.58% 2.58% — Case 2 investment yield 2.60% 2.65% 2.70% 2.75% 2.80% Sensitized investment yield 2.60% 2.65% 2.80% 2.85% 2.90% 2017E 2.47% 2.47% — Incremental investment yield 0.00% 0.00% 0.10% 0.10% 0.10% Incremental investment income $0 $0 $12 $12 $13 2018E 2.60% 2.60% — 2019E 2.70% 2.65% (0.05)% Incremental after-tax earnings (21% tax) $0 $0 $9 $10 $10 Case 2 shares outstanding 201.7 201.7 201.6 201.5 200.8 2020E 2.80% 2.70% (0.10)% Incremental EPS $0.00 $0.00 $0.05 $0.05 $0.05 2021E 2.90% 2.75% (0.15)% Terminal value (at 8x P/E multiple) $0.41 PV of terminal value (at 14% cost of equity) $0.24 2022E 3.00% 2.80% (0.20)% ’17-’22 Average 2.80% 2.70% (0.10)% Sensitivity analyses P/E multiple Incremental investment yield $0.32 6.0x 7.0x 8.0x 9.0x 10.0x $0.48 0.00% 0.05% 0.10% 0.15% 0.20% 12.0% $0.19 $0.23 $0.26 $0.29 $0.32 12.0% $0.00 $0.13 $0.26 $0.39 $0.52 equity 13.0% 0.19 0.22 0.25 0.28 0.31 equity 13.0% 0.00 0.12 0.25 0.37 0.50 st of 14.0% 0.18 0.21 0.24 0.27 0.30 st of 14.0% 0.00 0.12 0.24 0.36 0.48 Co 15.0% 0.17 0.20 0.23 0.26 0.29 Co 15.0% 0.00 0.12 0.23 0.35 0.47 16.0% 0.17 0.20 0.22 0.25 0.28 16.0% 0.00 0.11 0.22 0.34 0.45 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 13 Note: Valuation impact is as of YE 2017 assuming mid-year discounting. Corporate & Investment Bank


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Illustrative sensitivities    presented for Illustration A : impact of all sensitivities combined discussion purposes Operating assumptions sensitivity (at 12% cost of equity, 10x Illustration of compounding effect (@ top end of range: 12% cost of equity, 10x exit P/E multiple) exit P/E multiple) Incremental NPE growth $3.40 0.00% 0.50% 1.00% 1.50% 2.00% combined (0.5)% $0.75 $0.85 $0.96 $1.06 $1.17 (1.0)% 1.49 1.61 1.72 1.84 1.96 Incremental    ratio (1.5)% 2.24 2.36 2.49 2.62 2.75 Subtotal: $1.72 (2.0)% 2.98 3.12 3.26 3.40 3.54 (2.5)% 3.73 3.88 4.03 4.18 4.33 $0.14 $13.18 $0.32 $1.49 $0.04 Terminal value sensitivity (assuming 1% CoR improvement, $0.19 1% incremental NPE growth and 10bps incremental inv. yield) $10.99 P/E multiple $0.00 6.0x 7.0x 8.0x 9.0x 10.0x 12.0% $9.31 $10.27 $11.24 $12.21 $13.18 equity 13.0% 9.06 10.00 10.93 11.87 12.80 14.0% 8.83 9.73 10.63 11.54 12.44 Cost of 15.0% 8.61 9.48 10.35 11.22 12.09 16.0% 8.39 9.23 10.08 10.92 11.76 Case 2 Compounding Dividend Case 2 #1 #2 #3 effect of difference w/ sensitivity between Case 1 adjustments #1 & #2 +1% incremental 1.0% improvement 10bps incrementaland    Case 2 (50%) NPE growth in in combined ratio investment yield ’20-’22 in ‘22 in ‘22 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 14 Note: Valuation impact is as of YE 2017 assuming mid-year discounting. Corporate & Investment Bank


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Illustrative sensitivities    presented for Illustration B : impact of all sensitivities combined discussion purposes Operating assumptions sensitivity (at 12% cost of equity, 10x Illustration of compounding effect (@ top end of range: 12% cost of equity, 10x exit P/E multiple) exit P/E multiple) Incremental NPE growth $3.40 0.00% 0.50% 1.00% 1.50% 2.00% Subtotal: $3.40 combined (0.5)% $0.75 $0.85 $0.96 $1.06 $1.17 $0.28 $15.32 (1.0)% 1.49 1.61 1.72 1.84 1.96 $0.65 Incremental    ratio (1.5)% 2.24 2.36 2.49 2.62 2.75 $2.98 $0.13 (2.0)% 2.98 3.12 3.26 3.40 3.54 (2.5)% 3.73 3.88 4.03 4.18 4.33 Terminal value sensitivity (assuming 2% CoR improvement, 1% incremental NPE growth and 20bps incremental inv. yield) $0.29 $10.99 P/E multiple $0.00 6.0x 7.0x 8.0x 9.0x 10.0x 12.0% $10.64 $11.81 $12.98 $14.15 $15.32 equity 13.0% 10.36 11.48 12.61 13.74 14.87 14.0% 10.08 11.17 12.26 13.35 14.43 Cost of 15.0% 9.82 10.87 11.92 12.97 14.02 16.0% 9.56 10.58 11.59 12.61 13.62 Case 2 Compounding Dividend Case 2 #1 #2 #3 effect of difference w/ sensitivity & between Case 1 adjustments +1.5% #1 #2 and Case 2 2.0% improvement 20bps incremental incremental NPE in combined ratio investment yield growth in ’20-’22 in ‘22 in ‘22 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 15 Note: Valuation impact is as of YE 2017 assuming mid-year discounting. Corporate & Investment Bank


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Illustrative sensitivities    presented for Illustration :impact of all sensitivities combined C discussion purposes Operating assumptions sensitivity (at 12% cost of equity, 10x Illustration of compounding effect (@ top end of range: 12% cost of equity, 10x exit P/E multiple) exit P/E multiple) Incremental NPE growth $3.40 0.00% 0.50% 1.00% 1.50% 2.00% combined (0.5)% $0.75 $0.85 $0.96 $1.06 $1.17 (1.0)% 1.49 1.61 1.72 1.84 1.96 Incremental    ratio (1.5)% 2.24 2.36 2.49 2.62 2.75 (2.0)% 2.98 3.12 3.26 3.40 3.54 (2.5)% 3.73 3.88 4.03 4.18 4.33 Subtotal: $0.85 $0.16 $- $12.00 $0.75 $0.01 Terminal value sensitivity (assuming 0.5% CoR improvement, 0.5% incremental NPE growth and 5bps incremental inv. yield) $0.09 $10.99 P/E multiple $0.00 6.0x 7.0x 8.0x 9.0x 10.0x 12.0% $8.54 $9.41 $10.27 $11.14 $12.00 equity 13.0% 8.33 9.16 10.00 10.83 11.66 14.0% 8.12 8.92 9.73 10.53 11.34 Cost of 15.0% 7.92 8.69 9.47 10.25 11.03 16.0% 7.72 8.48 9.23 9.98 10.73 Case 2 Compounding No dividends Case 2 #1 #2 #3 effect of w/ sensitivity adjustments #1 & #2 +0.5% 0.5% improvement 5bps incremental incremental NPE in combined ratio investment yield growth in ’20-’22 in ‘22 in ‘22 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 16 Note: Valuation impact is as of YE 2017 assuming mid-year discounting. Corporate & Investment Bank


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Analysis at various prices Offer price Offer price (#1) (#2) $12.25 $12.90 $13.00 $13.25 $13.50 $13.75 $14.00 $14.25 $14.50 $14.75 $15.00 $15.25 $17.50 Premium Metric Undisturbed price $10.15 20.7% 27.1% 28.1% 30.5% 33.0% 35.5% 37.9% 40.4% 42.9% 45.3% 47.8% 50.2% 72.4% Offer price (#1) $12.25 0.0% 5.3% 6.1% 8.2% 10.2% 12.2% 14.3% 16.3% 18.4% 20.4% 22.4% 24.5% 42.9% Offer price (#2) $12.90 (5.0%) 0.0% 0.8% 2.7% 4.7% 6.6% 8.5% 10.5% 12.4% 14.3% 16.3% 18.2% 35.7% Multiple 2018 P/E Case 1 $1.21 10.1x 10.7x 10.7x 11.0x 11.2x 11.4x 11.6x 11.8x 12.0x 12.2x 12.4x 12.6x 14.5x Case 2 $0.87 14.1x 14.8x 14.9x 15.2x 15.5x 15.8x 16.1x 16.4x 16.7x 17.0x 17.2x 17.5x 20.1x 2019 P/E Case 1 $1.44 8.5x 9.0x 9.0x 9.2x 9.4x 9.6x 9.7x 9.9x 10.1x 10.3x 10.4x 10.6x 12.2x Case 2 $0.94 13.1x 13.8x 13.9x 14.2x 14.4x 14.7x 15.0x 15.2x 15.5x 15.8x 16.0x 16.3x 18.7x P/TBV (12/31/2017 PF) $12.09 1.01x 1.07x 1.08x 1.10x 1.12x 1.14x 1.16x 1.18x 1.20x 1.22x 1.24x 1.26x 1.45x P/BV (12/31/2017 PF) $16.26 0.75x 0.79x 0.80x 0.81x 0.83x 0.85x 0.86x 0.88x 0.89x 0.91x 0.92x 0.94x 1.08x Selected other metrics Premium to DDM value midpoint Case 1—Terminal P/E scenario $13.84 (11.5%) (6.8%) (6.1%) (4.3%) (2.5%) (0.7%) 1.2% 3.0% 4.8% 6.6% 8.4% 10.2% 26.4% Case 2—Terminal P/E scenario $8.97 36.6% 43.8% 44.9% 47.7% 50.5% 53.3% 56.1% 58.9% 61.6% 64.4% 67.2% 70.0% 95.1% Price / TBV Adjusted for Reserve Development $250mm unfavorable development $11.20 1.09x 1.15x 1.16x 1.18x 1.21x 1.23x 1.25x 1.27x 1.29x 1.32x 1.34x 1.36x 1.56x $500mm unfavorable development $10.31 1.19x 1.25x 1.26x 1.29x 1.31x 1.33x 1.36x 1.38x 1.41x 1.43x 1.45x 1.48x 1.70x Price / BV Adjusted for Reserve Development $250mm unfavorable development $15.36 0.80x 0.84x 0.85x 0.86x 0.88x 0.89x 0.91x 0.93x 0.94x 0.96x 0.98x 0.99x 1.14x $500mm unfavorable development $14.47 0.85x 0.89x 0.90x 0.92x 0.93x 0.95x 0.97x 0.98x 1.00x 1.02x 1.04x 1.05x 1.21x Deutsche Bank Note:All metrics are calculated using a fully diluted sharecount of 201.7mm. 17 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Appendix I Detail of preliminary management projections


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Underwriting comparison Gross written premiums ($bn) Net earned premiums ($bn)(a) Annual 5.7% 6.0% 4.5% 4.8% 5.0% 5.0% CAGR (’17 –’22): 4.9% growth: CAGR (’17 –’22): 3.1% 5.7% 2.5% 3.2% 3.4% 3.5% 3.5% CAGR (’17 –’22): 5.1% CAGR (’17 –’22): 3.2% $6.2 $6.5 $10.8 $5.9 $6.0 $10.2 $9.8 $5.6 $5.8 $9.8 $9.5 $5.5 $5.4 $5.6 $9.3 $9.2 $5.4 $8.9 $8.9 $5.1 $5.1 $8.4 $8.4 $8.6 $7.9 $7.9 $4.7 $4.7 $6.8 $6.8 $4.0 $4.0 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Loss and LAE ratio (ex. PYD) Expense ratio 70.9% 70.9% 68.5% 68.5% 68.5% 68.5% 68.5% 67.2% $10.8 66.8% 66.6% 66.6% 66.6% $10.2 27.8% 27.8% 66.0%66.0% $9.8 27.2% 27.0% 27.1% 27.1% 27.1% 27.1% $9.3 26.9% 26.8% $8.9 26.7% 26.6% $7.9 $8.4 26.4% 26.4% 61.8% 61.8% 24.8%24.8% 2015A 2016A 2017E 2016A 2018E 2017E 2019E 2020E 2018E 2021E 2019E 2022E 2020E 2015A 2016A 2021E 2017E 2022E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank (a) Retention ratio and NWP to NEP largely unchanged between Dec 2017 and Jan 2018. 18 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Profitability analysis Underwriting profit ($mm) Net investment income ($mm) CAGR (’18 –‘22): 9.0% Case 1 2.48% 2.58% 2.47% 2.60% 2.70% 2.80% 2.90% 3.00% CAGR (’18 –’22): 2.9% yield: Case 2 $445 2.48% 2.58% 2.47% 2.60% 2.65% 2.70% 2.75% 2.80% $389 $416 yield: $340 $340 $316 $354 $296 $296 $258 $397 $235 $241 $250 $231 $364 $362 $333 $317 $339 $305 $297 $281 $280 $250 $250 $208 $208 $156 $156 ($351) ($351) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Service and fee income ($mm) Corporate and other revenue ($mm) CAGR (’17 –’22): 6.1% $108 $108 $98 $98 $105 $105 $102 $102 CAGR (’17 –’22): 4.0% $99 $99 $93 $93 $97 $97 $90 $90 $83 $83 $77 $77 $10.8 2015A $10.2 2016A 2017E 2018E 2019E 2020E 2021E 2022E $9.8 $9.3$51 $8.9 $48 $8.4 $45 $46 $7.9 $43 $43 $44 $41 $41 $42 Other expenses ($mm) $38 $38 $202 $202 $192 $192 $198 $198 $190 $190 $182 $182 $187 $187 $150 $150 $143 $143 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2016A 2017E 2018E 2019E 2020E2015A 2021E 2016A 2017E2022E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 19 Corporate & Investment Bank


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Operating income and net income comparison Pre-tax income ($mm) After-tax net income ($mm) CAGR (’18 –‘22): 15.2% CAGR (’18 –‘22): 19.4% CAGR (’18 –’22): 10.2% CAGR (’18 –’22): 15.2% $620 $563 $563 $551 $499 $499 $471 $471 $500 $500 $489 $446 $419 $419 $388 $415 $363 $363 $394 $335 $353 $356 $323 $270 $267 $287 $234 $268 $219 $204 $169 $152 (a) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Operating income adjustments After-tax operating income ($mm) CAGR (’18 –’22): 16.0% $50 $50 CAGR (’18 –’22): 10.5% $46 $46 $25 $25 $20 $20 $9 $9 $3 $3 $470 $470 $441 ($4) ($4) $10.8 $409 $409 $10.2 $391 $9.8 $9.3 $343 $8.9 $8.4 $7.9 $290 Removes gain on sale of $263 Tecmo, deferred gain on ADC $244 $237 $212 and other adjustments $189 $176 ($447) ($447) $52 $52 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2016A 2017E 2018E 2019E 2020E 2015A 2016A 2021E 2017E 2022E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank (a) Includes $820mm gain on Tecmo sale. 20 Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Capital management Operating EPS Dividends per share CAGR (’18 –‘22): 17.2% CAGR (’18 –’22): 10.6% $0.90 $2.79$2.79 $0.81 $0.85 $2.34$2.34 $0.74 $0.77 $2.28 $0.70 $0.70 $0.70 $0.70 $0.70 $0.70 $0.70 $0.64 $0.64 $1.98 $1.71 $0.55 $0.55 $1.44 $1.31 $1.21 $1.18 $0.94 $1.05 $0.87 $0.27$0.27 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Capital management (dividends & share repurchases) Shares outstanding $0.90 $0.85 201.7 201.7 201.7 201.7 201.7 201.7 201.6 201.5 200.2 $0.81 199.4 $0.77 195.8 191.0 $0.70 $0.70 $0.74 $0.70 $0.70 $0.70 $0.70 $0.70 $0.64 $0.64 179.7179.7 174.7174.7 0.8 $101 $10.2 $0.55 $0.55 $9.8 $70 $9. .9 $8.4 $43 $7.9 $23 $3 $158 $162 $166 $145 $152 $129 $129 $138 $138 $138 $138 $137 $108$108 $86 $86 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Dividends 2016A 2017E Share repurchases 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 21 Corporate & Investment Bank


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BVPS and ROE Shareholders’ equity ($bn) Tangible shareholders’ equity ($bn) $3.9 $3.8 $3.3 $3.1 $2.9 $3.6 $3.6 $2.9 $2.7 $2.8 $3.5 $3.5 $2.7 $2.6 $2.6 $3.4 $2.4 $2.4 $2.5 $3.4 $3.3 $3.3 $3.3 $3.3 $1.4 $1.4 $1.1 $1.1 $2.4 $2.4 $2.2 $2.2 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E BVPS TBVPS Case 1 Case 1 24.4% 17.8% 1.8% 7.3% 8.5% 9.7% 10.6% 11.5% 32.6% 32.0% 2.9% 9.7% 11.0% 12.2% 13.1% 13.9% ROE: Case 2ROTE: Case 2 32.6% 32.0% 2.9% 7.1% 7.4% 8.1% 8.7% 9.2% 24.4% 17.8% 1.8% 3.5% 3.9% 4.6% 5.3% 6.0% ROTE: ROE: $21.24 $17.62 $16.15 $19.77 $18.61 $10.8 $14.92 $15.00 $18.45 $13.90 $14.27 $17.71 $17.78 $10.2 $13.65 $17.11 $17.29 $9.8 $13.07 $13.15 $16.73 $16.73 $16.80 $16.96 $9.3 $12.44 $12.44 $12.77 $8.9 $8.4 $7.9 $13.81 $13.81 $12.74 $12.74 $8.20 $8.20 $6.50 $6.50 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2016A 2017E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Deutsche Bank Source: Pine projections prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit 22 Corporate & Investment Bank


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“IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department for the benefit and internal use of the Special Committee of the Board of Directors of AmTrust Financial Services, Inc. (the “Recipient”) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsche Bank Trust Company Americas (“DBTCA”) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or any U.S. Broker-dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law). This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary or other relationship between the Recipient and Deutsche Bank.” Deutsche Bank Corporate & Investment Bank

Exhibit (c)(10)

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Deutsche Bank CONFIDENTIAL Corporate & Investment Bank Project Pine Special Committee Discussion February 22, 2018 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


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DRAFT Special Committee Case financial projections DRAFT Special Committee Case development Requested incremental assumption changes relative to Case 2 – Special Committee conducted interviews of key business leaders, actuaries and CFO of Pine in relation 2018E 2019E 2020E 2021E 2022E to current business performance, strategy and long-term outlook for each of the business units GPW Growth – Based on the information received, Special Committee Small Commercial — +1.00% +1.00% +1.00% developed a view on the key business assumptions to inform the DRAFT Special Committee Case Specialty Risk & Warranty — +1.00% +1.00% +1.00% Specialty Program — +1.00% +1.00% +1.00% – Key assumptions driving the DRAFT Special Committee Case included the following business metrics for all Loss Ratio segments: – Gross Premium Written Growth Small Commercial — (0.50)% (0.75)% (1.00)% – Loss Ratio – Net Investment Yield Specialty Risk & Warranty — (0.50)% (1.00)% (2.00)% – Capital Return / Dividend Policy Specialty Program — —— – These key assumptions were provided to Pine and Pine Net Investment Yield advisors at the direction of the Special Committee to be incorporated into the full financial model Net Investment Yield—+0.10% +0.20% +0.30% +0.40% – Pine provided the full output of the financial projections Capital Return model to the Special Committee Bring back Case 1 dividends Deutsche Bank Source: Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (DRAFT Special Committee Case) prepared at the direction of the Special 1 Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Key differences between the DRAFT Special Committee Case and Cases 1 & 2 over the projection period Gross written premiums ($bn) Underwriting profit ($mm) CR 98.7% 94.2% 93.7% 93.4% 93.3% 93.1% 5.7% 6.0% 4.5% 4.8% 5.0% 5.0% LR 70.9% 67.2% 66.8% 66.6% 66.6% 66.6% Annual 5.7% 2.5% 3.2% 3.4% 3.5% 3.5% CR 90.8% 88.1% 98.7% 95.7% 95.7% 95.7% 95.7% 95.7% growth: LR 66.0% 61.8% 70.9% 68.5% 68.5% 68.5% 68.5% 68.5% 5.7% 2.5% 3.2% 4.4% 4.5% 4.5% CR 98.7% 95.7% 95.7% 95.2% 94.9% 94.3% LR 70.9% 68.5% 68.5% 68.1% 67.7% 67.2% CAGR (’17 –’22): 5.1% CAGR (’17 –’22): 3.2% $10.8 $389 $416 $445 CAGR (’17 – 22): 3.8% $10.2 $10.1 $340 $354 $9.8 $9.7 $9.8 $347 $9.3 $9.5 $296 $316 $9.3 $9.2 $300 $8.9 $8.9 $8.9 $268 $258 $8.4 $8.4 $8.4 $8.6$8.6 $231 $231 $235 $235 $241 $250 $7.9 $7.9 $7.9 $6.8 $6.8 $6.8 CAGR (’18 –‘22): 9.0% CAGR (’18 –’22): 2.9% CAGR (’18 –’22): 10.7% ($351) ($351) ($351) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Operating EPS TBVPS Operating $52 $244 $290 $343 $391 $441 2.9% 9.7% 11.0% 12.2% 13.1% 13.9% earnings $470 $409 $52 $176 $189 $212 $237 $263 ROTE: 32.6% 32.0% 2.9% 7.1% 7.4% 8.1% 8.7% 9.2% ($mm): $2.79 $52 $176 $197 $252 $306 $374 2.9% 7.1% 7.8% 9.6% 11.1% 12.8% $2.34 CAGR (’18 –‘22): 17.2% $17.62 $2.28 $16.15 CAGR (’18 –’22): 10.6% $15.57 $14.92 $15.00 CAGR (’18 –’22): 21.1% $1.98 $14.48 $13.90 $14.27 $1.88 $12.44 $13.07 $13.15 $13.65 $13.68 $1.71 $12.44 $12.77 $13.09 $12.44 $12.73 $1.44 $1.52 $1.21 $1.25 $1.31 $8.20 $1.05 $1.18 $0.98 $0.94 $6.50 $0.87 $0.87 $0.27$0.27 $0.27 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E DRAFT Special Committee Case Case 1 Case 2 Deutsche Bank Source: Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (DRAFT Special Committee Case) prepared at the direction of the Special 2 Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Dividend discount model valuation summary DDM illustrative range Sensitivity analysis Low High Terminal P/E multiple 6.0x 7.0x 8.0x 9.0x 10.0x 12.0% $11.92 $13.30 $14.68 $16.05 $17.43 Case 1 $10.67 $17.43 equity 13.0% 11.58 12.91 14.25 15.58 16.91 of 14.0% 11.27 12.55 13.84 15.12 16.41 Cost 15.0% 10.96 12.20 13.44 14.68 15.93 16.0% 10.67 11.87 13.07 14.27 15.46 Terminal P/E multiple 6.0x 7.0x 8.0x 9.0x 10.0x 12.0% $7.94 $8.70 $9.46 $10.23 $10.99 equity 13.0% 7.74 8.48 9.21 9.95 10.69 Case 2 $7.20 $10.99of Cost 14.0% 7.55 8.26 8.97 9.69 10.40 15.0% 7.37 8.06 8.74 9.43 10.12 16.0% 7.20 7.86 8.52 9.19 9.85 Terminal P/E multiple 6.0x 7.0x 8.0x 9.0x 10.0x 12.0% $10.34 $11.51 $12.63 $13.76 $14.88 DRAFT Special equity 13.0% 10.10 11.19 12.27 13.36 14.44 $9.34 $14.88 of     Committee CaseCost 14.0% 9.84 10.88 11.93 12.98 14.03 15.0% 9.58 10.59 11.60 12.62 13.63 16.0% 9.34 10.31 11.29 12.27 13.24 Deutsche Bank Source: Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (DRAFT Special Committee Case) prepared at the direction of the Special 3 Corporate & Investment Bank Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Note: Valuation is as of YE 2017 assuming mid-year discounting.


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Dividend discount model DRAFT Special Committee Case Assumptions 2018E 2019E 2020E 2021E 2022E – Valuation as of YE EPS $0.87 $0.98 $1.25 $1.52 $1.88 2017 EPS ex. Tecmo $0.84 $0.94 $1.18 $1.43 $1.77 – Uses mid-year Dividends per share $0.74 $0.77 $0.81 $0.85 discounting Present value Terminal value – Company keeps capital @ 1/1/18 @ 12/31/21 structure the same A. Cash flows going forward Discount factor 0.9 0.8 0.7 0.6 0.6 Discounted dividends 0.69 0.64 0.59 0.54 Present value of dividends (14.0% CoE) $2.45 B. Terminal value Terminal P/E (@ 8.0x) $8.38 $14.15 Perpetuity growth rate (14.0% CoE, 1.5% growth) $8.38 $14.15 Components of present (a) C. Value of Tecmo stake (49%) $1.10 value Total value (A+B+C) Terminal P/E $11.93 Perpetuity growth rate $11.93 $1.10 Sensitivity analyses P/E multiple Perpetuity growth rate $8.38 $11.93 6.0x 7.0x 8.0x 9.0x 10.0x $11.93 0.5% 1.0% 1.5% 2.0% 2.5% $11.93 12.0% $10.38 $11.51 $12.63 $13.76 $14.88 12.0% $13.41 $13.86 $14.34 $14.88 $15.47 13.0% 10.10 11.19 12.27 13.36 14.44 13.0% 12.27 12.64 13.03 13.46 13.93 $2.45 equity equity Dividends Terminal Tecmo Total value st of 14.0% 9.84 10.88 11.93 12.98 14.03 st of 14.0% 11.31 11.61 11.93 12.28 12.66 value Co 15.0% 9.58 10.59 11.60 12.62 13.63 Co 15.0% 10.49 10.74 11.00 11.29 11.60 16.0% 9.34 10.31 11.29 12.27 13.24 16.0% 9.78 9.99 10.21 10.45 10.71 Implied terminal P/BV 0.66x 0.77x 0.87x 0.98x 1.09x Implied terminal P/TBV 0.83x 0.97x 1.11x 1.25x 1.39x Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares. 4 Source: Pine projections prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee. Projections are pro-forma for Corporate & Investment Bank sale of Tecmo; FY 2017 pending KPMG audit


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Dividend discount model Presentation for    negotiating purposes    DRAFT Special Committee Case with the Buyer group Assumptions 2018E 2019E 2020E 2021E 2022E – Valuation as of YE EPS $0.87 $0.98 $1.25 $1.52 $1.88 2017 – Uses mid-year EPS ex. Tecmo $0.84 $0.94 $1.18 $1.43 $1.77 discounting Dividends per share $0.74 $0.77 $0.81 $0.85 – Company keeps capital structure the same going forward Present value Terminal value @ 1/1/18 @ 12/31/21 A. Cash flows Present value of dividends (12.0% CoE) $2.54 B. Terminal value Terminal P/E (@ 10.0x) $11.24 $17.69 Perpetuity growth rate (12.0% CoE, 2.0% growth) $11.24 $17.69 Implied terminal P/BV 1.09x (b) Implied terminal P/TBV 1.39x (b) C. Value of Tecmo stake (49%) $1.10 (a) Total value (A+B+C) Terminal P/E $14.88 Perpetuity growth rate $14.88 Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares. 5 (b) Excludes $1.33 of Tecmo value in terminal year. Corporate & Investment Bank Source: Pine projections prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee. Projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Analysis at various prices Offer price Offer price (#1) (#2) $12.25 $12.90 $13.00 $13.25 $13.50 $13.75 $14.00 $14.25 $14.50 $14.75 $15.00 $15.25 $17.50 Premium Metric Undisturbed price $10.15 20.7% 27.1% 28.1% 30.5% 33.0% 35.5% 37.9% 40.4% 42.9% 45.3% 47.8% 50.2% 72.4% Offer price (#1) $12.25 0.0% 5.3% 6.1% 8.2% 10.2% 12.2% 14.3% 16.3% 18.4% 20.4% 22.4% 24.5% 42.9% Offer price (#2) $12.90 (5.0%) 0.0% 0.8% 2.7% 4.7% 6.6% 8.5% 10.5% 12.4% 14.3% 16.3% 18.2% 35.7% Multiple 2018 P/E Case 1 $1.21 10.1x 10.7x 10.7x 11.0x 11.2x 11.4x 11.6x 11.8x 12.0x 12.2x 12.4x 12.6x 14.5x Case 2 $0.87 14.1x 14.8x 14.9x 15.2x 15.5x 15.8x 16.1x 16.4x 16.7x 17.0x 17.2x 17.5x 20.1x DRAFT Special Committee Case $0.87 14.1x 14.8x 14.9x 15.2x 15.5x 15.8x 16.1x 16.4x 16.7x 17.0x 17.2x 17.5x 20.1x 2019 P/E Case 1 $1.44 8.5x 9.0x 9.0x 9.2x 9.4x 9.6x 9.7x 9.9x 10.1x 10.3x 10.4x 10.6x 12.2x Case 2 $0.94 13.1x 13.8x 13.9x 14.2x 14.4x 14.7x 15.0x 15.2x 15.5x 15.8x 16.0x 16.3x 18.7x DRAFT Special Committee Case $0.98 12.5x 13.2x 13.3x 13.5x 13.8x 14.0x 14.3x 14.5x 14.8x 15.1x 15.3x 15.6x 17.9x P/TBV (12/31/2017 PF) $12.09 1.01x 1.07x 1.08x 1.10x 1.12x 1.14x 1.16x 1.18x 1.20x 1.22x 1.24x 1.26x 1.45x P/BV (12/31/2017 PF) $16.26 0.75x 0.79x 0.80x 0.81x 0.83x 0.85x 0.86x 0.88x 0.89x 0.91x 0.92x 0.94x 1.08x Selected other metrics Premium to DDM value midpoint Case 1—Terminal P/E scenario $13.84 (11.5%) (6.8%) (6.1%) (4.3%) (2.5%) (0.7%) 1.2% 3.0% 4.8% 6.6% 8.4% 10.2% 26.4% Case 2—Terminal P/E scenario $8.97 36.6% 43.8% 44.9% 47.7% 50.5% 53.3% 56.1% 58.9% 61.6% 64.4% 67.2% 70.0% 95.1% DRAFT Special Committee Case $11.93 2.7% 8.1% 9.0% 11.1% 13.2% 15.3% 17.4% 19.4% 21.5% 23.6% 25.7% 27.8% 46.7% Price / TBV Adjusted for Reserve Development $250mm unfavorable development $11.20 1.09x 1.15x 1.16x 1.18x 1.21x 1.23x 1.25x 1.27x 1.29x 1.32x 1.34x 1.36x 1.56x $500mm unfavorable development $10.31 1.19x 1.25x 1.26x 1.29x 1.31x 1.33x 1.36x 1.38x 1.41x 1.43x 1.45x 1.48x 1.70x Price / BV Adjusted for Reserve Development $250mm unfavorable development $15.36 0.80x 0.84x 0.85x 0.86x 0.88x 0.89x 0.91x 0.93x 0.94x 0.96x 0.98x 0.99x 1.14x $500mm unfavorable development $14.47 0.85x 0.89x 0.90x 0.92x 0.93x 0.95x 0.97x 0.98x 1.00x 1.02x 1.04x 1.05x 1.21x Deutsche Bank Note: All metrics are calculated using a fully diluted sharecount of 201.7mm. 6 Source: Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (DRAFT Special Committee Case) prepared at the direction of the Special Corporate & Investment Bank Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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“IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department for the benefit and internal use of the Special Committee of the Board of Directors of AmTrustFinancial Services, Inc. (the “Recipient”) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsche Bank Trust Company Americas (“DBTCA”) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or any U.S. Broker-dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law). This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentationDeutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary or other relationship between the Recipient and Deutsche Bank.” Deutsche Bank Corporate & Investment Bank

Exhibit (c)(11)

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Deutsche Bank Corporate & Investment Bank CONFIDENTIAL Project Pine Special Committee Discussion February 26, 2018 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


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Process Update 1. Revised offer communicated by the Buyer Group 2. Key information requests submitted to the Company a) Downside case (a scenario reflecting the consequences of a delayed 10-K filing resulting in an A. M. Best downgrade A to A-) b) Draft consolidated financials and draft 10-K c) Back-up plan d) Presentation / talking points for the A.M. Best discussion on Feb 26th, 2018 3. Discussions with the Company’s IR communications team a) Potential implications of delay in 10-K filing and ratings downgrade b) Contingency plans c) Tecmo update 4. A.M. Best discussion scheduled for today (Feb 26th, 2018) Deutsche Bank 1 Corporate & Investment Bank


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Pine situation update 1. Year-end audit timing 2. Regulatory correspondence 3. A.M. Best 4. Investor updates 5. Tecmo transaction closing considerations 6. Business outlook Deutsche Bank Source: Pine Management 2 Corporate & Investment Bank


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Timeline of events related to Pine financial projections – Financial planning process redesigned to be more robust since CFO took over in mid-2017 – Budgets were prepared with more involvement from business units than in prior years, culminating in the November meeting of business Mid to late 2017 executives – Individual business unit budgets were rolled up into a consolidated set of projections, after normalization for past performance of each unit – Several layers of review and approvals; finally signed off by the Pine CFO and CEO     – Projections accelerated and finalized with help from Bank of America Merrill Lynch (BAML) in light of the discussions with potentially interested December 20th, 2017 parties – These projections subsequently shared with Stone Point Capital and other potentially interested parties January 9th, 2018 – Public announcement of proposed offer of $12.25 by Stone Point and the Zyskind / Karfunkel Family – “Case 1” projections provided by Pine Management to Special Committee January 24th, 2018 – Largely consistent with December 20th, 2017 projections with several adjustments, including reflecting tax reform legislation with a lower projected corporate tax rate, reflecting recent transactions, and some operating adjustments reflecting an updated Q4 outlook – “Case 2” projections provided by Pine Management to Special Committee January 31st, 2018 – Represents a somewhat more challenging operating environment, reflecting the reputational and business pressures faced by AmTrust, slower growth, more conservative projected underwriting assumptions reflecting recent loss reserve activity, and a more conservative balance sheet in light of rating agency concerns February 1st , 2018 – Special Committee interview with Pine CEO and CFO regarding Case 1 and Case 2 February 6th, 2018 – Case 2 projections provided to the Buyer group February 8th, 2018 – Special Committee rejects initial proposal of $12.25 February 15th, 2018 – Buyer group increases offer to $12.90 February 16th, 2018 – Pine Management confirms to the Special Committee that Case 2 is their best estimate of the financial outlook for the Company February 18th, 2018 – Special Committee interviews Pine CFO and Deputy CFO regarding Case 2 – Special Committee interviews co-chief investment officer, leaders of key businesses, chief and pricing actuaries on their view of business / financial February 21st, 2018 outlook in order to develop a view on key assumptions for the DRAFT Special Committee Case – Special Committee instructs Pine Management to develop an additional set of financial projections based on assumptions provided by the Special February 21st, 2018 Committee (“DRAFT Special Committee Case”) February 23rd, 2018 – Buyer group communicates “best and final” offer of $13.00 per share – Special Committee instructs Pine Management to develop an additional set of financial projections reflecting consequences of a delayed 10-k filing February 25th, 2018 and a potential ratings downgrade by A.M. Best February 26th, 2018 – Pine Management has a meeting scheduled with A.M. Best Deutsche Bank Source: Pine Management 3 Corporate & Investment Bank


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Dividend discount model valuation summary DDM illustrative range Sensitivity analysis Low High Terminal P/E multiple 6.0x 7.0x 8.0x 9.0x 10.0x 12.0% $11.92 $13.30 $14.68 $16.05 $17.43 Case 1 $10.67 $17.43 13.0% 11.58 12.91 14.25 15.58 16.91 14.0% 11.27 12.55 13.84 15.12 16.41 Cost of equity 15.0% 10.96 12.20 13.44 14.68 15.93 16.0% 10.67 11.87 13.07 14.27 15.46 Terminal P/E multiple 6.0x 7.0x 8.0x 9.0x 10.0x 12.0% $7.94 $8.70 $9.46 $10.23 $10.99 13.0% 7.74 8.48 9.21 9.95 10.69 Case 2 $7.20 $10.99 Cost of equity 14.0% 7.55 8.26 8.97 9.69 10.40 15.0% 7.37 8.06 8.74 9.43 10.12 16.0% 7.20 7.86 8.52 9.19 9.85 Terminal P/E multiple 6.0x 7.0x 8.0x 9.0x 10.0x 12.0% $10.34 $11.51 $12.63 $13.76 $14.88 DRAFT Special 13.0% 10.10 11.19 12.27 13.36 14.44 $9.34 $14.88 Committee Case Cost of equity 14.0% 9.84 10.88 11.93 12.98 14.03 15.0% 9.58 10.59 11.60 12.62 13.63 16.0% 9.34 10.31 11.29 12.27 13.24 Deutsche Bank Source: Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (DRAFT Special Committee Case) prepared at the direction of the Special 4 Corporate & Investment Bank Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Note: Valuation is as of YE 2017 assuming mid-year discounting.


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Precedent premiums paid analysis Benchmarking Pine’s current offer of $13.00 per share % bump (final offer price / initial offer price) 34.3% 25.0% 20.7% 14.8% 12.1% 11.4% 10.7% 10.4% 8.3% Median: 11.1% 6.1% 4.3% 0.0% 0.0% First Alfa Corp. CNA Surety Hartford Life Odyssey Re 21st Century Nationwide AXA Financial National Pine Great Northbridge Wesco Advantage Financial Interstate American Financial Services Financial Final offer premium to 90-day VWAP 51.0% 47.2% 41.8% 41.3% 34.9% 30.8% 30.3% 29.8% Median: 30.8% 21.5% 17.9% 14.5% 9.3% n/a CNA Surety Odyssey Re AXA Financial First Northbridge Alfa Corp. 21st Century National Nationwide Pine Wesco Great Hartford Life Advantage Interstate Financial Financial American Services Financial Final offer premium to 1-day prior 48.0% 44.7% 43.7% 37.9% 32.6% 29.8% 28.3% 28.1% Median: 29.1% 21.0% 18.6% 13.0% 13.0% 9.0% First Alfa Corp. National CNA Surety 21st Century Odyssey Re Nationwide Pine Northbridge Wesco AXA Financial Great Hartford Life Advantage Interstate Financial Financial American Services Financial Deutsche Bank Source: FactSet, Company filings 5 Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Appendix I Precedent insurance minority squeeze-out case studies


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Case studies of select insurance precedent minority squeeze-outs (1/2) American Financial Group / National Interstate CNA Financial / CNA Surety First American / First Advantage (49% acquired) (38% acquired) (26% acquired) Timeline Total time (1st offer to agreement) ~4.5 months ~5.5 months ~3.5 months Offer to preliminary response ~3 months ~3 months ~1.5 months 2nd offer ~3 weeks ~6 weeks ~1.5 weeks 3rd offer ~1.5 weeks ~4 weeks ~ 2.5 weeks Final offer ~2 weeks 1 day ~ 2.5 weeks Final offer to signing 5 days 5 days 4 days Bumps # of bumps 3 3 3 7.9% (based on exchange ratio) / 34.3% (based Final offer premium to initial 8.3% 20.7% on stock price appreciation) Final offer premium to 1-day / 1- 43.7% / 45.0% / 39.5% / 29.8% 37.9% / 38.7% / 48.2% / 50.9% 48.0% / 67.8% / 39.9% / 41.3% week / 1-month / 90-day VWAP Negotiation – $22.00 per share, 14% premium / 13% to 52- 1st – $30.00 per share, 32.7% premium, 1.7x P/BV, – 0.5375 fixed exchange ratio ($14.04 per share offer week high / 24% to 1m / 31% to 3m, 1.17x 26x LTM P/E at time of offer), 10.2% premium P/TBV 1st – Written presentation by MS to AFG; valuation – Rejected stating proposal “substantially response – Inadequate offer; would consider a revised offer ranges indicated but no counter proposed undervalued” the Company – Buyer indicated $25.00 per share is fair value; 2nd – 0.55 fixed exchange ratio ($17.38 at time of offer – $30.75 per share (2.5% increase) however Board would consider $25.20 as that offer, 2.3% increase in exchange ratio) was the trading price (14.5% increase) 2nd – SC rejected offer stating it was inadequate and – SC would support 1.2x P/BV or $27.79 per – Counter-offer of $23.00 per share in cash or response not in the best interest of public shareholders share; but would be constructive fixed value mechanism 3rd – $32.00 per share “best and final” offer; 41.5% – CNA indicate they would be willing to – 0.57 fixed exchange ratio ($17.76 per share at offer premium recommend $26.20 time of offer) – $20.00 per share with downside protection; 3rd – $32.00 per share unlikely to receive unanimous response – SC would support $27.00 subsequently reduced ask to 0.5850 fixed support whereas $32.50 would exchange ratio (19.64 per share) – Added a $0.50 special dividend per share in Final offer – Agreement at $26.55 – Agreement at 0.58 exchange ratio addition to the $32.00 communicated earlier Deutsche Bank Source: Company filings 6 Corporate & Investment Bank


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Case studies of select insurance precedent minority squeeze-outs (2/2) Nationwide Mutual / Nationwide Financial Alfa Mutual / Alfa Corp AIG / 21st Century Insurance(a) Services (33% acquired) (46% acquired) (39% acquired) Timeline Total time (1st offer to agreement) ~5 months ~3.5 months ~3.5 months(a) Offer to preliminary response ~2.5 months ~2 months ~2 weeks 2nd offer ~1 month ~2 weeks ~1 month 3rd offer ~ 2.5 weeks ~2 weeks ~ 1 month 4th offer N/A 5 days N/A Final offer ~ 2 weeks 10 days ~1 month Final offer to signing 12 days 1 day 1 day Bumps # of bumps 3 4 3 Final offer premium to initial 10.7% 25.0% 11.4% Final offer premium to 1-day / 1-week / 1- 28.3% / 17.9% / 18.9% / 21.5% 44.7% / 40.6% / 29.8% / 30.8% 32.6% / 31.2% / 24.9% / 30.3% month / 90-day VWAP Negotiation 1st – $47.20 per share, 15.9% premium, 11.4% to 1m – $17.60 per share, 15.8% premium, 1.7x P/BV – $19.75 per share, 19% premium, 25.5% to 12m offer average (ex. AOCI) avg, 19.6x NTM P/E – Counter offer of $24.00 per share (after 1st – $47.20 doesn’t represent a realistic starting point – $26.00 per share counterproposal, based on response negotiating a deletion of a provision related to for negotiations; low 60s may be acceptable revised projections and view of cost synergies A.M. Best downgrade) 2nd – Would potentially increase $19.75 per share by offer – $50.65 per share (7.3% increase) – $18.75 per share (6.5% increase) 5% – SC maintained $18.75 was not a price at which it 2nd – SC would be willing to consider a transaction at would propose a new counter-offer and – $23.00 per share with AIG stock as response $56.00 per share maintained its previous counter of $24.00 per consideration or $24.00 per share in stock share 3rd – May be willing to consider as high as $51.00 per – $21.25 per share with no majority of minority offer – $20.00 per share share condition 3rd – $52.50 with majority of minority condition or – $22.00 per share with minimum fixed amount of response – $23.00 per share $53.50 without it dividends 4th – $20.75 per share without majority of minority offer – N/A – N/A condition 4th – $22.00 per share with majority of minority response – N/A – N/A condition – Agreement at $52.25 per share without majority – $22.00 per share without majority of minority – $22.00 per share with pro rata dividend until Final offer of minority condition condition agreed closing agreed Deutsche Bank (a) AIG and 21st Century had been in discussions on the topic since July, 2006. AIG decided to go public with the offer in Jan, 2007 when they couldn’t agree on valuation with 7 Corporate & Investment Bank the SC. Source: Company filings


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“IMPORTANT: This presentation (the “Presentation”) has been prepared by Deutsche Bank’s investment banking department for the benefit and internal use of the Special Committee of the Board of Directors of AmTrust Financial Services, Inc. (the “Recipient”) to whom it is addressed. Neither Deutsche Bank AG New York Branch, Deutsche Bank Trust Company Americas (“DBTCA”) nor any of their banking affiliates is responsible for the obligations of Deutsche Bank Securities Inc. or any U.S. Broker-dealer affiliate. Unless specified otherwise, deposit products are provided by DBTCA, Member FDIC. The Recipient is not permitted to reproduce in whole or in part the information provided in this Presentation (the “Information”) or to communicate the Information to any third party without our prior written consent. Deutsche Bank and its affiliates, officers, directors, employees and agents do not accept responsibility or liability for this Presentation or its contents (except to the extent that such liability cannot be excluded by law). This Presentation is (i) for discussion purposes only; and (ii) speaks only as of the date it is given, reflecting prevailing market conditions and the views expressed are subject to change based upon a number of factors, including market conditions and the Recipient’s business and prospects. The Information, whether taken from public sources, received from the Recipient or elsewhere, has not been verified and Deutsche Bank has relied upon and assumed without independent verification, the accuracy and completeness of all information which may have been provided directly or indirectly by the Recipient. No representation or warranty is made as to the Information’s accuracy or completeness and Deutsche Bank assumes no obligation to update the Information. The Presentation is incomplete without reference to, and should be viewed solely in conjunction with, the oral briefing provided by Deutsche Bank. The analyses contained in the Presentation are not, and do not purport to be, appraisals of the assets, stock, or business of the Recipient. The Information does not take into account the effects of a possible transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects. The Presentation is not exhaustive and does not serve as legal, accounting, tax, investment or any other kind of advice. This Presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation by Deutsche Bank. Recipient must make its own independent assessment and such investigations as it deems necessary. In preparing this presentation Deutsche Bank has acted as an independent contractor and nothing in this presentation is intended to create or shall be construed as creating a fiduciary or other relationship between the Recipient and Deutsche Bank.” Deutsche Bank Corporate & Investment Bank

Exhibit (c)(12)

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Deutsche Bank Corporate & Investment Bank Project Pine Fairness Committee discussion materials February 28, 2018 Deutsche Bank Securities Inc., a subsidiary of Deutsche Bank AG, conducts investment banking and securities activities in the United States.


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Contents Section 1 Situation update 1 2 Summary of financial projections 7 3 Valuation summary 9 Appendix I Additional materials 25 Deutsche Bank Corporate & Investment Bank


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Deutsche Bank Corporate & Investment Bank Section 1 Situation update


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Summary of recent public issues facing the Company Price performance(a) LTM 3-month 6-month (62.8)% (26.1)% (32.2)% 2/27/2017 4/4/2017 Pine announces 2016 2016 10-K filed 9/14/2017 10-K filing delay Announced sale of $30.00 11/8/2017 6/5/2017 policy administration Q3 earnings release; CFO replaced system to NGHC for $200mm exhaustion of Premia adverse development cover 5/8/2017 $25.00 Q1 earnings release 11/6/2017 AM Best places credit rating under review; Sale of FeeCo in $1.1bn $20.00 3/16/2017 LBO with MDP 1/9/2018 $ ) Extended deadline to Public announcement of ( proposed offer of $12.25 file 2016 10-K and price announcement of per share by Stone Point tock further delay Capital (“Stone Point”) S and the Karfunkel / Zyskind family (“Family”) $15.00 4/10/2017 WSJ article $12.45 6/9/2017 Sale of $200mm stake $10.00 in National General 11/13/2017 5/25/2017 Pine downgraded by 11/16/2017 Announced $300mm JMP WSJ article private placement with members of the Family $5.00 Jan-17 Mar-17 May-17 Aug-17 Oct-17 Dec-17 Feb-18 Deutsche Bank Note: Market data as of 2/27/2018. 1 (a) Reflects the percentage change in stock price as of January 9, 2018. Corporate & Investment Bank Source: Company filings, Wall Street research, FactSet, Internet publications


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Summary of recent issues affecting Pine not in the public domain – Filing of the 10-K and announcement of Q4 and full-year financials will be delayed for the second year in a row – The Company will also announce that it has identified material weakness in its internal controls over financial reporting 10-K filing delay – Management’s latest indication is that the Company expects to deliver consolidated financials to KPMG for review on February 28th (not public yet) – Discussions with KPMG have been ongoing, with a number of key items in focus (e.g. DAC, goodwill) – Restatement of prior year results could not be ruled out with certainty – The Company expects to make an announcement regarding the delay in filing of the 10-K on March 1st after market close – A.M. Best credit rating of “A” (negative watch) has been “under review with negative implications” since November 6th, 2017 A.M. Best credit rating (not public yet) – On February 26th, the Company informed A.M. Best that it is likely to delay the filing of the 10-K – A.M. Best advised Pine Management that they would convene a ratings committee meeting over the next couple of days – Maiden Holdings (‘Maiden’) is the largest reinsurance counterparty of Pine; The Family is the founder and largest shareholder of Maiden (~17.5%) – Maiden has a market cap of $609 million as of 2/27/2018; As of 12/31/2016, the Company had a $2.5bn reinsurance recoverable from Maiden Reinsurance (became public only on – On Feb 27th, Maiden announced a significant reserve strengthening of ~$171mm in Q4’17 of which ~$139mm relates to Pine (workers’ comp, February 27th, 2018) general liability and commercial auto) – Pine Management believes this could result in a financial strength ratings downgrade of Maiden – A financial strength ratings downgrade of Maiden will have negative implications for Pine, including potentially higher capital requirements due to lower reinsurance credit Deutsche Bank Source: Pine Management; Factset 2 Corporate & Investment Bank


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Key Special Committee activities and events – Receipt of proposal by Stone Point Stone Point and the Family to acquire all of the outstanding common shares of Pine that are not currently January 9 owned or controlled by the Family for $12.25 per share (the “Initial Proposal”) – Announcement of formation of the Special Committee (“SC”) to consider the Initial Proposal on behalf of the Company’s minority shareholders January 10 and announcement of Willkie, Farr & Gallagher (“Willkie”) as legal advisor to the SC January 19 – SC appoints Deutsche Bank as financial advisor – Due diligence, including: – review of virtual data room – several discussions with Company CEO, CFO and Deputy CFO regarding business, accounting and financial matters and credit ratings – discussions with Company actuary regarding reserves and loss picks January 19 – February 27 – discussion with Company treasury and finance team regarding current and projected liquidity – discussion with Company’s external auditor (KPMG) regarding reserves and timing of 2017 audit – discussions with several business unit leaders and co-chief chief investment officer regarding their business / financial / investment outlook – review of legal matters including ongoing and threatened litigation Throughout February – SC receives feedback from select institutional investors From February 8 – SC conducts multiple rounds of price negotiations with Stone Point and the Family (see next page) From February 15 – Legal documentation negotiations (merger contract, representation letter) February 21 – SC is informed by Pine Management that it is likely that the 10-K filing will be delayed February 26 – SC is informed by Pine Management that A.M. Best will convene a ratings committee meeting due to the delay in 10-K filing February 27 – SC receives the latest draft of the 10-K February 28 – Target transaction signing date; expected receipt of updated consolidated financials Deutsche Bank 3 Corporate & Investment Bank


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Summary of price negotiations $17.50 Total # of bumps: 3 Total bump from initial offer: 10.2% $15.10 $14.00 $13.50 $12.90 $13.00 $12.25 $10.15 Stock price Initial offer Special Committee Revised offer Special Committee Revised offer Special Committee Revised offer pre-announcement counter offer #1 #1 counter offer #2 #2 counter offer #3 #3 (1/9/2018) (1/9/2018) (2/8/2018) (2/15/18) (2/22/18) (2/23/2018) (2/26/18) (2/26/18) Premium to 20.7% 27.1% 28.1% 33.0% undisturbed price ($10.15) Deutsche Bank 4 Corporate & Investment Bank


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Summary of key offer terms Consideration per share – $13.50 per share Consideration structure – 100% cash – ~88 million(a) shares not currently owned or controlled by the family stockholders and other insiders (includes employee-owned, excludes Total consideration RSUs, PSUs and options) – Implied total consideration of ~$1.2 billion Implied value – ~$2.7 billion implied valuation for 100% (~202 million(a) fully diluted shares) – 0.83x P / BV as of 12/31/2017E ($16.26) Implied multiples – 1.17x P / TBV as of 12/31/2017E ($12.09) – 15.5x P / E for 2018E as per the Special Committee Case ($0.87) – 13.8x P / E for 2019E as per the Special Committee Case ($0.98) – 33% premium to undisturbed share price on 1/9/2018 ($10.15) Implied premium – 34% premium to 1-month prior to 1/9/2018 ($10.08) – 22% premium to 90-day VWAP until 1/9/2018 ($11.03) (b) Deutsche Bank (a) Sourced from Pine capitalization table provided by Pine Management. Data as of 2/28/2018. 5 Corporate & Investment Bank (b) Calculated as the average of daily volume weighted average prices. Source: Pine projections (Special Committee Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee; provided on 2/21/2018.


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Deutsche Bank Corporate & Investment Bank Section 2 Summary of financial projections


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Case 1, Case 2 and    Summary of financial projections Ratings Downgrade    Case are for reference only Date prepared / Combined ratio Premium growth Description provided (2022E) (2017E-2022E) – Original projections prepared as part of Company annual cycle; Individual business unit budgets rolled up into a consolidated set of projections, 2017 Projections normalizing for past performance of each unit; Several layers of review and Q4 2017 -—-approvals; Signed off by the Pine CFO and CEO – Provided to potential buyers in December 2017 / January 2018 – Largely consistent with 2017 Projections with several adjustments, including reflecting tax reform legislation with a lower projected corporate tax rate, Case 1 January 24, 2018 93.1% 5.1% reflecting recent transactions, and some operating adjustments reflecting an updated Q4 outlook – Represents a somewhat more challenging operating environment, reflecting the reputational and business pressures faced by Pine, slower growth, more conservative projected underwriting assumptions reflecting recent loss Case 2 reserve activity, and a more conservative balance sheet in light of rating January 31, 2018 95.7% 3.2% agency concerns – Pine Management confirmed that, as of February 16, 2018, Case 2 is their best estimate of the financial outlook for the Company – Special Committee interviewed co-chief investment officer, leaders of key businesses, chief and pricing actuaries on their view of business / financial outlook in order to develop an independent view on key assumptions for the Special Committee Case Special Committee Case – Special Committee instructed Pine Management to adjust Case 2 by incorporating Special Committee adjustments to assumptions approved by February 21, 2018 94.3% 3.8% (or “S.C. Case”) the Special Committee – Based on Pine Management’s representations to the Special Committee, the Special Committee confirmed that Special Committee Case is their best estimate and judgment with respect to the future financial performance of Pine – Pine Management highlighted to the Special Committee the risk of a potential ratings downgrade and likely negative consequences Ratings Downgrade Case February 27, 2018 96.5% (6.1%) – Ratings Downgrade Case represents Pine Management view of the financial outlook for the Company under such circumstances Deutsche Bank Source: Pine projections (Case 1, Case 2, Ratings Downgrade Case) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction of the 6 Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit Corporate & Investment Bank


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Key differences between the different cases over the projection period Gross written premiums ($bn) Underwriting profit ($mm) CR 98.7% 94.2% 93.7% 93.4% 93.3% 93.1% 5.7% 6.0% 4.5% 4.8% 5.0% 5.0% LR 70.9% 67.2% 66.8% 66.6% 66.6% 66.6% 5.7% 2.5% 3.2% 3.4% 3.5% 3.5% CR 90.8% 88.1% 98.7% 95.7% 95.7% 95.7% 95.7% 95.7% Annual LR 66.0% 61.8% 70.9% 68.5% 68.5% 68.5% 68.5% 68.5% growth: 5.7% 2.5% 3.2% 4.4% 4.5% 4.5% CR 98.7% 95.7% 95.7% 95.2% 94.9% 94.3% LR 70.9% 68.5% 68.5% 68.1% 67.7% 67.2% 5.7% (10)% (20)% (5.0)% 0.0% 5.0% CR 98.7% 98.8% 100.9% 99.0% 97.5% 96.5% CAGR (’17 –’22): 5.1% LR 70.9% 70.6% 71.6% 70.6% 69.5% 68.5% CAGR (’17 –’22): 3.2% CAGR (’17 – ‘22): 3.8% $416 $445 $340 $340 $340 $340 $389 CAGR (’17 – ‘22): (6.4)% $316 $354 $300 $347 $296 $296 $296 $296 $268 $258 $241 $250 $235 $235 $231 $231 $10.8 $10.2 $9.8 $9.8 $10.1 $127 $9.5 $9.7 $89 $9.2 $8.9 $8.6 $9.3 $8.9 $8.9 $9.3 $62 $39 $8.4 $8.4 $8.4 $7.9 $7.9 $7.9 $7.9 $8.4 $8.6 $7.6 $6.8 $6.8 $6.8 $6.8 $6.1 $5.7 $6.0 $5.7 ($37) CAGR (’18 –‘22): 9.0% CAGR (’18 –’22): 2.9% CAGR (’18 –’22): 10.7% ($351) ($351) ($351) ($351) CAGR (’18 – ‘22): 19.7% 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Operating EPS(a) TBVPS(b) Operating $52 $244 $290 $343 $391 $441 2.9% 9.7% 11.0% 12.2% 13.1% 13.9% earnings $470 $409 $52 $176 $189 $212 $237 $263 ROTE: 32.6% 32.0% 2.9% 7.1% 7.4% 8.1% 8.7% 9.2% ($mm): $52 $176 $197 $252 $306 $374 2.9% 7.1% 7.8% 9.6% 11.1% 12.8% $52 $43 $(27) $47 $98 $139 2.9% 1.8% (1.2)% 2.2% 4.5% 6.4% CAGR (’18 –‘22): 17.2% 4 CAGR (’18 –’22): 10.6% $17.62 $2.79 $2.79 $2.79 $2.79 $16.15 CAGR (’18 –’22): 21.1%    $2.3 $2.34 $2.34 $2.34 $2.28    $15.57 $14.92 $15.00 $14.48 CAGR (’18 –‘22): 34.1% $14.27 $1.98 $13.90    $13.68 $1.88 $13.65 $1.71 $13.07 $13.15 $13.09 $12.77 $12.73    $1.52 $12.44 $12.44 $12.44 $12.44 $12.08 $1.44 4 $1.21 $1.25 $1.18 $1.31 $11.37 $11.02 $10.93 $11.05 $0.9 $0.98 $1.05    $0.87 $0.87 $0.48 $0.69 $8.20 $8.20 $8.20 $8.20    $0.27 $0.27 $0.27 $0.27 $0.21 $0.23 $6.50 $6.50 $6.50 $6.50 ($0.13) 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017E 2018E 2019E 2020E 2021E 2022E Case 1 Case 2 Special Committee Case Ratings Downside case Deutsche Bank (a) Based on fully diluted shares outstanding as reported by Pine Management 7 (b) Based on basic shares outstanding as reported by Pine Management Corporate & Investment Bank Source: Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Deutsche Bank Corporate & Investment Bank Section 3 Valuation summary


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Preliminary valuation framework Overview of valuation methodologies considered Valuation levers Description / Comments A — Analysis of trading multiples for Pine and peers(a) relative to Pine valuation — Price / Earnings, Price / Book Value, Price / Tangible Book Value are considered Public trading Trading multiples — Regression of Price / Book Value to Return on Equity (on a stated and tangible basis) is also used — Applied to Special Committee Case; Case 1 and Case 2 provided for reference only B — Discount future dividends and the calculated terminal equity value valuation — Apply an appropriate discount rate reflecting the cost of equity for Pine and peers’ relative to Pine Dividend discount model — Sum-of the parts framework to separately value Tecmo (based on Pine estimate of $221.4mm of value as DDM of 12/31/2017) and the contingent litigation asset (based on upper end of Willkie estimate of $15-$25mm) — Applied to Special Committee Case; Case 1 and Case 2 provided for reference only C — Analysis of multiples paid in precedent change of control transactions — Price / Earnings, Price / Book Value, Price / Tangible Book Value are considered Precedent insurance valuation transactions — Applied to Special Committee Case; Case 1 and Case 2 provided for reference only — Focus on targets with similar business mix (workers’ comp intensive) as well as P&C businesses or sellers M&A experiencing stress leading up to sale D — Review of precedent insurance minority squeeze-out bid premia relative to undisturbed price Precedent minority squeeze-outs — Applied to unaffected stock price 1-day and 1-month prior to announcement, as well as 90-day VWAP E — Current and recent stock price performance Public market performance metric and research perspectives Reference — Review of Wall Street analyst price targets Deutsche Bank (a) Peers include AIZ, AMSF, AFG, AGII, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. 8 Corporate & Investment Bank


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Preliminary valuation summary Case 1 and Case 2 are    for reference only Multiple Valuation approach Metric Range Indicative share price Case 1 $1.21 7.0x – 9.0x $8.45 $10.87 Case 1 (for reference only) Pine—historical P/E (a) Case 2 $0.87 7.0x – 9.0x $6.12 $7.86 ratio Case 2 (for reference only) S.C. Case $0.87 7.0x – 9.0x $6.12 $7.86 Case 1 $1.21 7.0x – 10.0x $8.45 $12.08 S.C. Case valuation Peer P/E with Pine (b) Case 2 $0.87 7.0x – 10.0x $6.12 $8.74 discount Public trading multiples S.C. Case $0.87 7.0x – 10.0x $6.12 $8.74 A (2018E) Case 1 (9.8% ROTE) $12.09 0.71x – 1.04x Trading $8.57 $12.54 P/TBV regression (b) Case 2 (7.1% ROTE) $12.09 0.59x – 0.86x $7.12 $10.41 (implied discount ) S.C. Case (7.1% ROTE) $12.09 0.59x – 0.86x $7.12 $10.41 Case 1 (7.3% ROE) $16.26 0.57x – 0.83x $9.22 $13.50 P/BV regression (b) Case 2 (5.4% ROE) $16.26 0.46x – 0.68x $7.55 $11.05 (implied discount ) S.C. Case (5.4% ROTE) $16.26 0.46x – 0.68x $7.55 $11.05 Case 1 Terminal P/E – 6.0x – 10.0x $10.79 $17.56 valuation Perpetuity growth – 0.5% – 2.5% $11.33 $18.29 Dividend discount model Case 2 Terminal P/E – 6.0x – 10.0x $7.32 $11.12 B COE (12% –16%) Perpetuity growth – 0.5% – 2.5% $7.62 $11.52 DDM S.C. Case Terminal P/E – 6.0x – 10.0x $9.46 $15.00 Perpetuity growth – 0.5% – 2.5% $9.90 $15.60 P/BV $16.26 0.80x – 1.20x $13.00 $19.51 P/TBV $12.09 0.90x – 1.30x $10.88 $15.72 Precedent insurance valuation Case 1 $1.21 10.0x – 16.0x $12.08 $19.32 C transactions NTM P/E Case 2 $0.87 10.0x – 16.0x $8.74 $13.98 S.C. Case $0.87 10.0x – 16.0x $8.74 $13.98 M&A 1-day $10.15 20% – 40% $12.18 $14.21 Precedent minority D 1-month $10.08 20% – 40% $12.10 $14.11 squeeze–outs 90-day VWAP(c) $11.03 20% – 40% $13.24 $15.44 Trading range since Public market performance 3-month trading range – – $8.86 $14.07 announcement E ence & research perspectives ($12.35 – $13.42) Refer- metrics Research targets, unaffected – – $10.00 $16.00 $5.00 $10.00 $15.00 $20.00 $25.00 $10.15 $13.50 Unaffected share price Offer price Deutsche Bank Note: Market data as of 2/27/2018. (a) 2018E EPS Wall Street Research median is $1.35 (b) Discount is equal to the 1-yr and 5-yr discount at which Pine trades relative to peers on a P/NTM EPS 9 basis. (c) Calculated as the average of daily volume weighted average prices. Corporate & Investment Bank Source: Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit, SNL Financial, FactSet, Wall Street research. Historical financial information, including book value, tangible book value, diluted number of shares outstanding based on the latest available information provided the Company in draft form and subject to change upon receipt of consolidated financial statements for 2017


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5-year stock price performance 1-yr 3-yr 5-yr Pine (44.3%) (53.8%) (19.1%) Pine—unaffected (54.6%) (62.3%) (34.0%) $40.00 Peers 3.1% 51.6% 98.5% S&P 500 15.8% 30.4% 80.8% $35.00 98.5% $30.00 ) ice 80.8% p r ine $25.00 P to rebased $20.00 ( price Stock $15.00 $12.45 (19.1%) $10.00 $10.15 (32.8)% January 9, 2018: Stone Point $5.00 and Family make an offer to acquire outstanding shares of common stock for $12.25/share $0.00 2013 2014 2015 2016 2017 2018 Pine Peers S&P 500 Deutsche Bank Note: Market data as of 2/27/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Pine unaffected price taken as 10 of 1/9/2018. Corporate & Investment Bank Source: SNL Financial, Factset.


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Stock price performance since 3 months prior to announcement $16.00 $15.00 7.6% $14.00 rice) (2.4%) p $13.50 Pine $13.00 o t e d $12.45 rebas $12.00 (9.4%) ( November 6, 2017: November 8, 2017: Pine ric e Pine announces sale of announces Q3 earnings, Tecmo including adverse $11.03 p c k $11.00 development cover of S to $326.9mm Unaffected price $10.00 (26.1%) January 9, 2018: Stone Point and Family make offer to acquire $9.00 outstanding shares of common stock for $12.25/share $8.00 Oct-2017 Nov-2017 Jan-2018 Feb-2018 Pine Peers S&P 500 Offer price 3-month VWAP(a) Deutsche Bank Note: Market data as of 2/27/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. 11 (a) Calculated as the average of daily volume weighted average prices for the three months ended January 9, 2018 Corporate & Investment Bank Source: SNL Financial, FactSet


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A 5-year history of P/NTM EPS Average(a) Current 1 year 5 year Pine 8.8x 7.2x 9.1x 20.0x Peers 15.1x 16.8x 14.3x Historical Pine discount (57%) (36%) Implied benchmark relative to 6.5x 9.7x current peer multiple 16.0x 15.1x 5-yr average: 14.3x E PS TM 12.0x N / P 5-yr average: 9.1x 8.8x 8.0x 1-yr average: 7.2x 4.0x 2013 2014 2015 2016 2017 2018 Pine Peers Deutsche Bank Note: Market data as of 2/27/2018. Peers include AFG, AGII, AIZ, AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Pine metrics post announcement of Stone Point 12 offer calculated using unaffected stock price as of 1/9/2018. Corporate & Investment Bank (a) Pine averages exclude data points post the announcement of the Stone Point offer. Source: FactSet


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A 5-year history of P/BVPS and P/TBVPS P/BVPS history P/TBVPS history Average(a) Average(a) 3.20x Current 1-yr 3-yr 5-yr Current 1-yr 3-yr 5-yr 5.20x Pine 0.94x 1.12x 1.82x 1.94x Pine 1.92x 2.22x 3.07x 3.44x Peers 1.56x 1.57x 1.36x 1.25x Peers 1.68x 1.75x 1.50x 1.37x 3.20x 2.50x 3.67x 2.50x P/ BV TBV 1.80x P / P/BV 1.56x 1.91x 1.80x 2.13x 1.92x 1.10x 1.68x 0.94x 0.77x 1.03x 1.10x 0.99x 0.61x 0.60x 0.40x Case 1: 2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018 7.3% Case 1: Operating Case 2: Operating 9.8% ROE: 21.5% 24.7% 19.9% 13.3% 1.8% (b) 5.4% 41.6% 51.5% 39.1% 31.8% 2.8% 0.40x ROTE: Case 2: Jan-13 Jan-14 Jan-15 SC Case: Jan-16 Jan-17 Jan-18 7.1% 5.4% SC Case: Pine—stated Pine—pro-forma for Tecmo sale (starting 11/6/2017) Peers 7.1% Note: Market data as of 2/27/2018. Peers include AFG, AGII, AIZ (pro-forma for The Warranty Group acquisition), AMSF, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Deutsche Bank Pine BVPS and TBVPS (prepared by Pine Management projections in Case 1, Case 2, Spscial Committee Case) are pro-forma for Tecmo sale of $16.26 and $12.09 for BVPS 13 and TBVPS, respectively. Corporate & Investment Bank (a) Averages exclude data points post the announcement of the Stone Point offer. (b) Pro-forma for Tecmo sale based on Pine management estimates. Source: SNL Financial, Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Case 1 and Case 2 are    A P/TBV vs. ROTE regression for reference only Implied Discount 12/31/2017 Implied 2018E ROTE P/TBV 57% 36% TBVPS price Case 1 9.8% 1.63x 0.71x 1.04x $12.09 $8.57—$12.54 2.50x Case 2 7.1% 1.36x 0.59x 0.86x $12.09 $7.12—$10.41 MKL S.C. Case 7.1% 1.36x 0.59x 0.86x $12.09 $7.12—$10.41 AMSF PRA y = 10.383x + 0.6179 2.00x AFG SIGI R² = 0.6938 THG WRB Pine—Case 1, Implied /TBV 1.50x EIG P Pine—S.C. Case / Case 2, Implied NAVG CNA AGII 1.04x Pine—Case 1, 36% 1.00x Pine—S.C. Case / Case 2, discount 36% discount 0.86x Pine—S.C. Case / Case 2, Actual Pine—Case 1, Actual 0.71x Pine—Case 1, 57% discount 0.59x Pine—S.C. Case / Case 2, 57% discount 0.50x 5.0% 6.0% 7.0% 7.1% 8.0% 9.0% 9.8% 10.0% 11.0% 12.0% 13.0% 14.0% 15.0% 2018E ROTE Deutsche Bank Note:Market data as of 2/27/2018. AIZ, PRA and MKL excluded from regression line. 14 Source: FactSet, SNL Financial, Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction Corporate & Investment Bank of the Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Case 1 and Case 2 are    A P/BV vs. ROE regression for reference only Implied Discount 12/31/2017 Implied 2018E ROE P/BV 57% 36% BVPS price 2.50x Case 1 7.3% 1.31x 0.57x 0.83x $16.26 $9.23—$13.50 Case 2 5.4% 1.07x 0.46x 0.68x $16.26 $7.55—$11.05 AMSF S.C. Case 5.4% 1.07x 0.46x 0.68x $16.26 $7.55—$11.05 y = 11.943x + 0.4291 R² = 0.6704 SIGI AFG 1.75x MKL PRA WRB THG JRVR P/BV EIG NAVG Pine—Case 1, Implied Pine—S.C. Case / Case 2, CNA Implied AIZ 1.00x AGII 0.83x Pine—Case 1, Pine—S.C. Case / Case 2, 36% discount 36% discount 0.68x Pine—S.C. Case / Case 2, Pine—Case 1, Actual Actual 0.57x Pine—Case 1, Pine—S.C. Case / Case 2, 57% discount 0.46x 57% discount 0.25x 3.0% 5.0% 5.4% 7.0% 7.3% 9.0% 11.0% 13.0% 15.0% 2018E ROE Deutsche Bank Note:Market data as of 2/27/2018. AIZ, PRA and MKL excluded from regression line. 15 Source: FactSet, SNL Financial, Pine projections (Case 1 and Case 2) are prepared by Pine Management. Pine projections (Special Committee Case) prepared at the direction Corporate & Investment Bank of the Special Committee by Pine Management with assumptions provided by Special Committee. All projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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B Cost of equity framework Analysis of peers’ betas Cost of equity calculation Market value Debt / Beta Pine levered Peers of equity ($bn)(a) total cap. Levered Unlevered Estimated COE 5-yr beta Peer beta (b) Pine $2,048 53.6% 1.05 0.55 11.9% Risk-free rate (20-yr) 3.06% 3.06% AFG 10,466 11.1% 0.89 0.81 10.1% Unlevered beta 0.56 0.81 AGII 1,856 23.8% 0.78 0.63 10.1% AIZ 4,711 18.5% 0.98 0.84 10.9% Levered beta 1.05 1.56 Equity risk premium 6.9% 6.9% AMSF 1,117 0.0% 0.90 0.90 11.0% CNA 14,115 16.8% 0.99 0.86 10.5% Size premium 1.7% 1.7% EIG 1,319 1.5% 1.05 1.04 12.1% Cost of equity 12.0% 15.5% JRVR 1,009 16.7% 0.70 0.61 10.0% MKL 15,647 16.5% 0.81 0.70 9.3% NAVG 1,692 13.5% 0.92 0.82 11.1% Cost of equity sensitivity analysis PRA 2,638 13.5% 0.77 0.68 9.9% SIGI 3,484 11.2% 1.00 0.91 11.5% Peer unlevered beta 0.60 0.70 0.81 0.80 0.90 THG 4,799 14.1% 0.87 0.77 10.0% 45.0% 11.6% 12.7% 14.0% 13.9% 15.0% WRB 8,689 22.3% 0.84 0.69 9.8% Median — 14.1% 0.89 0.81 10.1% cap. 50.0% 12.2% 13.4% 14.8% 14.7% 15.9% total 53.6% 12.7% 14.0% 15.5% 15.3% 16.7% /     Median of peers’ unlevered beta 0.81 t     Deb 55.0% 12.9% 14.3% 15.8% 15.6% 17.0% Pine leverage 53.6% Implied Pine levered beta 1.56 60.0% 13.8% 15.3% 17.1% 16.9% 18.4% Deutsche Bank Note: Market data as of 2/27/2018. Risk-free rate taken as 20-year US government bond yield as of 2/27/2018. Historical risk premium from Ibbotson. Size premium from 16 Ibbotson. Betas represent 5-year historical adjusted betas from Bloomberg. Corporate & Investment Bank (a) Fully diluted market value. (b) Pine fully-diluted market value represents unaffected stock price of $10.15. Pine historical beta is calculated as of unaffected date of 1/9/2018. Source: Ibbotson 2017 SBBI Yearbook, Bloomberg, SNL Financial


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B Dividend discount model Special Committee Case 2018E 2019E 2020E 2021E 2022E Assumptions EPS $0.87 $0.98 $1.25 $1.52 $1.88 – Valuation as of YE EPS ex. Tecmo $0.84 $0.94 $1.18 $1.43 $1.77 Dividends per share $0.74 $0.77 $0.81 $0.85 2017 – Uses mid-year Present value Terminal value discounting @ 1/1/18 @ 12/31/21 – Company keeps capital A. Cash flows structure the same Discount factor 0.9 0.8 0.7 0.6 0.6 going forward Discounted dividends 0.69 0.64 0.59 0.54 Present value of dividends (14.0% CoE) $2.45 B. Terminal value Terminal P/E (@ 8.0x) $8.38 $14.15 Perpetuity growth rate (14.0% CoE, 1.5% growth $8.38 $14.15 (a) C. Value of Tecmo stake (49%) $1.10 Components of present (b) D. Value of contingent litigation asset $0.12 value Total value (A+B+C) Terminal P/E $12.06 Perpetuity growth rate $12.06 $1.22 Sensitivity analyses P/E multiple Perpetuity growth rate $8.38 $12.06 $12.06 6.0x 7.0x 8.0x 9.0x 10.0x $12.06 0.5% 1.0% 1.5% 2.0% 2.5% 12.0% $10.51 $11.63 $12.75 $13.88 $15.00 12.0% $13.54 $13.98 $14.47 $15.00 $15.60 ty 13.0% 10.23 11.31 12.40 13.48 14.57 ty 13.0% 12.40 12.76 13.15 13.58 14.05 $2.45 ui q q ui e e Dividends Terminal Tecmo / Total value o f 14.0% 9.96 11.01 12.06 13.10 14.15 f o 14.0% 11.43 11.73 12.06 12.40 12.78 value other adj. st st o C 15.0% 9.70 10.72 11.73 12.74 13.75 C o 15.0% 10.61 10.86 11.13 11.42 11.73 16.0% 9.46 10.44 11.41 12.39 13.37 16.0% 9.90 10.11 10.34 10.58 10.83 Implied terminal P/BV 0.66x 0.77x 0.87x 0.98x 1.09x Implied terminal P/TBV 0.83x 0.97x 1.11x 1.25x 1.39x Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares (as provided by Pine Management in financial projections on 2/21/2018). 17 (b) Based on high end of Willkie’s estimated range of $15-$25mm. Corporate & Investment Bank Source: Pine projections (Special Committee Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee. Projections are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Case 1 is for reference    B Dividend discount model only Case 1 2018E 2019E 2020E 2021E 2022E EPS $1.21 $1.44 $1.71 $1.98 $2.28 Assumptions EPS ex. Tecmo $1.18 $1.40 $1.64 $1.89 $2.17 – All projections provided Dividends per share $0.74 $0.77 $0.81 $0.85 by Pine management – Valuation as of YE Present value Terminal value 2017 @ 1/1/18 @ 12/31/21 – Uses mid-year A. Cash flows discounting Discount factor 0.9 0.8 0.7 0.6 0.6 – Company keeps capital Discounted dividends 0.69 0.64 0.59 0.54 structure the same Present value of dividends (14.0% CoE) $2.45 going forward B. Terminal value Terminal P/E (@ 8.0x) $10.28 $17.37 Perpetuity growth rate (14.0% CoE, 1.5% growth $10.28 $17.37 (a) C. Value of Tecmo stake (49%) $1.10 (b) Components of present D. Value of contingent litigation asset $0.12 value Total value (A+B+C+D) Terminal P/E $13.96 $1.22 Perpetuity growth rate $13.96 Sensitivity analyses P/E multiple Perpetuity growth rate $10.28 $13.96 $13.96 6.0x 7.0x 8.0x 9.0x 10.0x $13.96 0.5% 1.0% 1.5% 2.0% 2.5% 12.0% $12.04 $13.42 $14.80 $16.18 $17.56 12.0% $15.76 $16.30 $16.90 $17.56 $18.29 $2.45 equity 13.0% 11.71 13.04 14.37 15.70 17.03 equity 13.0% 14.37 14.81 15.30 15.82 16.40 Dividends Terminal Tecmo / Totalof 14.0% 11.39 12.67 13.96 15.25 16.53 of 14.0% 13.20 13.56 13.96 14.39 14.85 value other adj. value     Cost 15.0% 11.08 12.33 13.57 14.81 16.05 Cost 15.0% 12.20 12.50 12.83 13.18 13.57 16.0% 10.79 11.99 13.19 14.39 15.59 16.0% 11.33 11.59 11.87 12.16 12.48 Implied terminal P/BV 0.73x 0.85x 0.97x 1.10x 1.22x Implied terminal P/TBV 0.91x 1.06x 1.21x 1.36x 1.52x Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares (as provided by Pine Management in financial projections on 1/24/2018). 18 (b) Based on high end of Willkie’s estimated range of $15-$25mm. Corporate & Investment Bank Source: Pine projections (Case 1) prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Case 2 is for reference    B Dividend discount model only Case 2 2018E 2019E 2020E 2021E 2022E Assumptions EPS $0.87 $0.94 $1.05 $1.18 $1.31 – All projections provided EPS ex. Tecmo $0.84 $0.89 $0.98 $1.09 $1.20 by Pine management Dividends per share $0.70 $0.70 $0.70 $0.70 – Valuation as of YE Present value Terminal value 2017 @ 1/1/18 @ 12/31/21 – Uses mid-year A. Cash flows discounting Discount factor 0.9 0.8 0.7 0.6 0.6 – Company keeps capital Discounted dividends 0.66 0.58 0.51 0.44 structure the same Present value of dividends (14.0% CoE) $2.19 going forward B. Terminal value Terminal P/E (@ 8.0x) $5.69 $9.61 Perpetuity growth rate (14.0% CoE, 1.5% growth $5.69 $9.61 C. Value of Tecmo stake (49%) $1.10 (a) Components of present D. Value of contingent litigation asset $0.12 (b) value Total value (A+B+C+D) Terminal P/E $9.10 Perpetuity growth rate $9.10 Sensitivity analyses $1.22 P/E multiple Perpetuity growth rate $5.69 $9.10 6.0x 7.0x 8.0x 9.0x 10.0x $9.10 0.5% 1.0% 1.5% 2.0% 2.5% $9.10 12.0% $8.06 $8.82 $9.59 $10.35 $11.12 12.0% $10.12 $10.42 $10.75 $11.12 $11.52 $2.19 equity 13.0% 7.86 8.60 9.34 10.07 10.81 equity 13.0% 9.34 9.58 9.85 10.14 10.46 Dividends Terminal Tecmo / Total value value other adj. of 14.0% 7.68 8.39 9.10 9.81 10.52 of 14.0% 8.68 8.88 9.10 9.34 9.59 Cost 15.0% 7.49 8.18 8.87 9.55 10.24 Cost 15.0% 8.11 8.28 8.46 8.66 8.87 16.0% 7.32 7.98 8.65 9.31 9.97 16.0% 7.62 7.76 7.92 8.08 8.25 Implied terminal P/BV 0.45x 0.53x 0.60x 0.68x 0.75x Implied terminal P/TBV 0.57x 0.67x 0.77x 0.86x 0.96x Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares (as provided by Pine Management in financial projections on 1/31/2018). 19 (b) Based on high end of Willkie’s estimated range of $15-$25mm. Corporate & Investment Bank Source: Pine projections (Case 2) prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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Ratings Downgrade    B Dividend discount model Case is for reference    Ratings Downgrade Case only 2018E 2019E 2020E 2021E 2022E Assumptions EPS $0.21 ($0.13) $0.23 $0.48 $0.69 EPS ex. Tecmo $0.18 ($0.17) $0.16 $0.39 $0.58 – All projections provided Dividends per share $0.68 $0.66 $0.67 $0.68 by Pine management – Valuation as of YE Present value Terminal value 2017 @ 1/1/18 @ 12/31/21 – Uses mid-year A. Cash flows discounting Discount factor 0.9 0.8 0.7 0.6 0.6 – Company keeps capital Discounted dividends 0.64 0.55 0.48 0.43 structure the same Present value of dividends (14.0% CoE) $2.09 going forward B. Terminal value Terminal P/E (@ 8.0x) $2.77 $4.67 Perpetuity growth rate (14.0% CoE, 1.5% growth) $2.77 $4.67 C. Value of Tecmo stake (49%) $1.10 D. Value of contingent litigation asset $0.12 Components of present value Total value (A+B+C) Terminal P/E $6.08 Perpetuity growth rate $6.08 Sensitivity analyses P/E multiple Perpetuity growth rate $6.08 6.0x 7.0x 8.0x 9.0x 10.0x $6.08 0.5% 1.0% 1.5% 2.0% 2.5% $1.22 12.0% $5.61 $5.98 $6.35 $6.73 $7.10 12.0% $6.61 $6.76 $6.92 $7.10 $7.29 $2.77 $6.08 i ty 13.0% 5.50 5.86 6.22 6.57 6.93 ty i 13.0% 6.22 6.33 6.46 6.61 6.76 $2.09 f e qu f e qu Dividends Terminal Tecmo / Total value 14.0% 5.39 5.74 6.08 6.43 6.77 14.0% 5.88 5.98 6.08 6.20 6.32 value other adj. Cost o 15.0% 5.29 5.62 5.95 6.29 6.62 Cost o 15.0% 5.59 5.67 5.76 5.85 5.95 16.0% 5.19 5.51 5.83 6.15 6.48 16.0% 5.33 5.40 5.47 5.55 5.64 Implied terminal P/BV 0.27x 0.31x 0.36x 0.40x 0.45x Implied terminal P/TBV 0.39x 0.46x 0.52x 0.59x 0.65x Deutsche Bank (a) Calculated as $221.4mm of carrying equity value divided by 201.7mm diluted shares. 20 (b) Based on Willkie, Farr & Gallagher’s estimated conservative value of $25mm. Corporate & Investment Bank Note: Assumes weighted average and end of period shares outstanding are the same for all years. Source: Pine projections (Ratings Downgrade Case) prepared by Pine Management and are pro-forma for sale of Tecmo; FY 2017 pending KPMG audit


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C Precedent insurance transactions Price multiples Final offer premium to Deal size 90-day Ann. date Acquiror Target (% Workers’ comp) ($mm) NTM P/E P/B P/TBV 1-day 1-week 1-month VWAP Workers comp 30-Dec-14 Fosun International Meadowbrook (~53%) 433 16.7x 0.95x 1.01x 21.3% 29.1% 42.0% 39.0% 24-Sep-13 ProAssurance Corporation Eastern Insurance Holdings Inc (100%) 205 14.8x 1.46x 1.63x 15.8% 18.7% 17.1% 19.5% 27-Aug-12 Enstar Group SeaBright (100%) 252 32.4x 0.71x 0.72x 34.3% 29.8% 29.2% 30.3% 10-Jun-10 Old Republic International Corporation PMA Capital Corporation (~83%) 228 9.5x 0.55x 0.59x 16.2% 5.2% 0.7% 7.6% 18-Feb-10 Fairfax Financial Holdings Limited Zenith National Insurance Corp (~100%) 1,321 n/m 1.36x 1.39x 31.4% 37.8% 26.6% 30.1% Average: 18.4x 0.92x 0.99x 21.9% 20.7% 22.3% 24.1% Median: 15.8x 0.83x 0.86x 18.8% 23.9% 23.1% 24.9% P&C stressed situations 5-Dec-16 Liberty Mutual Ironshore 3,000 n/a 1.41x 1.45x n/a n/a n/a n/a 27-Jul-15 White Mountains Sirius 2,235 n/a 1.11x 1.28x n/a n/a n/a n/a 3-May-15 Fosun International Limited Ironshore 1,975 n/a 1.34x 1.40x n/a n/a n/a n/a 14-Apr-15 Exor PartnerRe 6,095 14.8x 0.95x 1.04x 17.9% 22.6% 24.2% 22.0% 31-Mar-15 Endurance Montpelier Re 1,831 13.2x 1.21x 1.21x 19.4% 16.0% 22.9% 23.8% 24-Nov-14 RenaissanceRe Platinum Underwriters 1,925 17.0x 1.13x 1.13x 24.0% 24.2% 24.2% 23.2% 3-Jun-13 Fairfax American Safety 316 18.5x 0.97x 1.04x 26.3% 26.6% 29.4% 24.5% 19-Dec-12 Markel Alterra 3,130 13.9x 1.07x 1.09x 33.8% 33.2% 40.1% 31.3% 30-Aug-12 Validus Flagstone 623 15.5x 0.73x 0.73x 19.4% 20.6% 23.1% 13.7% 21-Nov-11 Alleghany Transatlantic 3,431 19.3x 0.86x 0.86x 35.9% 32.3% 23.3% 25.6% 28-Oct-10 Fairfax First Mercury 294 10.3x 0.97x 1.22x 45.2% 51.7% 67.3% 64.8% 15-Jul-10 ProSight Specialty Insurance NYMAGIC 230 12.6x 1.00x 1.00x 23.5% 24.1% 26.0% 23.8% 9-Jul-09 Validus IPC Holdings 1,670 7.1x 0.90x 0.90x 24.9% 18.3% 24.9% 19.7% 16-Apr-09 Farmers Exchanges AIG US Personal Lines business 1,900 n/a 0.85x 1.00x n/a n/a n/a n/a 5-Aug-08 Tower Group CastlePoint Holdings 490 7.3x 1.16x 1.16x 42.8% 37.5% 31.1% 29.0% Average: 15.0x 1.06x 1.12x 27.3% 27.9% 31.2% 28.1% Median: 14.8x 1.03x 1.11x 24.0% 24.2% 24.2% 23.8% Deutsche Bank Note: Transactions over $200mm in deal value have been considered. Workers’ comp focused companies have 50% or more GPW or NPW from workers’ comp LoB. 21 Corporate & Investment Bank Source: Company filings, Thomson Reuters, Factset, SNL Financial


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D Precedent squeeze-outs Insurance companies Final offer premium to Stake Deal size 90-day Ann. date Acquiror Target acquired ($mm) 1-day 1-week 1-month VWAP Squeeze-outs 7-Mar-16 American Financial Group National Interstate 49% 318 43.7% 45.0% 39.5% 29.8% 1-Nov-10 CNA Financial CNA Surety 38% 454 37.9% 38.7% 48.2% 51.0% 26-Aug-10 Berkshire Hathaway Wesco Financial 20% 548 18.6% 15.4% 14.2% 14.5% 4-Sep-09 Fairfax Financial Odyssey Re Holdings 27% 1,041 29.8% 29.7% 40.5% 47.2% 29-Jun-09 First American First Advantage 26% 308 48.0% 67.8% 39.9% 41.3% 1-Dec-08 Fairfax Financial Northbridge 37% 553 21.0% 27.6% 38.1% 34.9% 5-Mar-08 Nationwide Mutual Insurance Nationwide Financial Services 33% 805 28.3% 17.9% 18.9% 21.5% 17-Jul-07 Alfa Mutual Group Alfa Corporation 46% 819 44.7% 40.6% 29.8% 30.8% 22-Feb-07 American Financial Group Great American Financial Resources 19% 225 13.0% 15.0% 12.5% 9.3% 25-Jan-07 AIG 21st Century Insurance 39% 811 32.6% 31.2% 24.9% 30.3% 30-Aug-00 AXA Group AXA Financial 40% 10,238 13.0% 18.1% 54.2% 41.8% 27-Mar-00 The Hartford Financial Services Group Hartford Life 19% 1,309 9.0% 24.5% 46.6% n/a Average: 28.3% 31.0% 33.9% 32.0% Median: 29.1% 28.7% 38.8% 30.8% Deutsche Bank Note: Includes domestic insurance transactions since 2000 over $200mm in deal value. 22 Corporate & Investment Bank Source: Company filings, Thomson Reuters, Factset, SNL Financial, press articles


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D Precedent squeeze-outs Non-insurance companies Final offer premium to Stake Deal size 90-day Ann. date Acquiror Target acquired ($mm) 1-day 1-week 1-month VWAP 7-May-13 Pioneer Natural Resources Pioneer Southwest Energy 48% 764 56.7% 55.8% 63.7% 65.1% 28-Nov-12 Danfoss A/S Danfoss Power 24% 690 48.6% 52.3% 48.8% 46.9% 21-Mar-10 CONSOL Energy CNX Gas Corp 17% 964 24.2% 45.8% 37.8% 35.1% 9-Oct-06 Nielsen Holdings NetRatings 40% 329 44.1% 47.6% 42.9% 51.5% 3-Mar-05 Vishay Intertechnology Siliconix 20% 202 18.3% 21.4% 12.6% 7.0% 20-Aug-02 Unocal Corp Pure Resources 42% 512 22.6% 27.0% 18.6% 12.3% 19-Feb-02 Sabre Holdings Travelocity.com 30% 447 45.8% 48.3% 19.5% 17.9% 15-Feb-01 Westfield America Trust Westfield America 43% 268 12.5% 9.7% 12.6% 17.8% 21-Sep-00 Ford Motor Hertz 19% 706 46.4% 42.4% 6.8% 19.7% 14-Aug-00 News Corp BHC Communications 24% 888 16.4% 11.4% 13.8% 10.7% 31-Jan-00 Thermo Electron Corporation Thermo Instrument Systems 11% 301 27.5% 29.0% 83.4% 69.7% Average: 33.0% 35.5% 32.8% 32.1% Median: 27.5% 42.4% 19.5% 19.7% Deutsche Bank Note: Includes domestic transactions since 2000 over $200mm in deal value. 23 Corporate & Investment Bank Source: Company filings, Thomson Reuters, Factset, SNL Financial, press articles


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E Research analyst price targets (unaffected and current) $16.00 $16.00 $15.00 $15.00 Current research median: $14.25 $13.50 Unaffected research median: $13.50 $12.00 $12.00 $10.00 N/A N/A N/A N/A SunTrust Compass Point FBR KBW William Blair JMP Unaffected Current Deutsche Bank Note: Represents unaffected share price targets of research analysts prior to announcement of offer to buy out the minority shareholders of Pine. Current price targets 24 Corporate & Investment Bank as of 26th February, 2018 Source: Thomson Eikon, Wall Street research, Research summary provided by Pine Management


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