AmTrust Financial Services
Amtrust Financial Services, Inc. (Form: SC 13E3/A, Received: 06/11/2018 10:27:00)

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13E-3

(Rule 13e-100)

(Amendment No. 2)

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

ESTHER ZYSKIND

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

 

AmTrust Financial Services, Inc.

59 Maiden Lane, 43rd Floor

New York, NY 10038

Attention: Stephen Ungar

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**
$1,390,141,958   $173,073

 

* The maximum aggregate value was determined based upon the sum of: (1) 93,869,872 shares of Common Stock (including shares subject to restricted stock units, performance share units and shares of restricted Common Stock) multiplied by $14.75 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 746,894 shares of Common Stock with an exercise price per share below $14.75 multiplied by $7.45 per share (the difference between $14.75 and the weighted average exercise price of $7.30 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 Amendment No. 2 to 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) Esther Zyskind, an individual, (vii) Barry D. Zyskind, Chairman and Chief Executive Officer of the Company, (viii) George Karfunkel, an individual and a director of the Company, (ix) 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 Esther Zyskind and K-Z, the “ Family Filing Persons ”), (x) Trident Pine Acquisition LP (“ Trident Pine ”), a Delaware limited partnership, (xi) Trident Pine GP, LLC, (“ Trident Pine GP ”) a Delaware limited liability company, (xii) Trident VII Professionals Fund, L.P., a Delaware limited partnership, (xiii) Trident VII, L.P., a Delaware limited partnership, (xiv) Trident VII DE Parallel Fund, L.P., a Delaware limited partnership, (xv) Trident VII Parallel Fund, L.P., a Delaware limited partnership (clauses (xii) through (xv), collectively, the “ Trident VII Funds ” and together with Trident Pine and Trident Pine GP, the “ Trident Filing Persons ”) and (xvi) 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 ”)

On March 1, 2018, Parent, Merger Sub and the Company entered into the Agreement and Plan of Merger (the “ Original Merger Agreement ”). On June 6, 2018, Parent, Merger Sub and the Company entered into Amendment No. 1 to the Original Merger Agreement (the “ Merger Agreement Amendment ”) amending the Original Merger Agreement. The Original Merger Agreement, as amended by the Merger Agreement Amendment is referred to as the “ Merger Agreement ” in this Transaction Statement. 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 $14.75 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 and the Company’s unaffiliated security holders (as defined in Rule 13e-3(a)(4) of the Exchange Act, the “Unaffiliated Stockholders”), (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 Company’s common stockholders (other than 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 certain executive officers and directors) (collectively, the “Public Stockholders”), in favor of the adoption of the Merger Agreement.

On May 4, 2018, the Company filed with the SEC a definitive proxy statement (the “ Definitive 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 Definitive Proxy Statement is attached hereto as Exhibit (a)(1)(A). A copy of the Original Merger Agreement is attached to the Definitive Proxy Statement as Annex A-1 and is incorporated herein by reference. On May 24, 2018, the Company filed with the SEC a supplement to the Definitive Proxy Statement (the “ First Proxy Statement

 

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Supplement ”). A copy of the First Proxy Statement Supplement is attached hereto as Exhibit (a)(1)(B). Concurrently with the filing of this Transaction Statement, the Company is filing with the SEC a supplement to the Definitive Proxy Statement (the “ Second Proxy Statement Supplement ” and, together with the Definitive Proxy Statement and the First Proxy Statement Supplement, the “ Proxy Statement ”). A copy of the Second Proxy Statement Supplement is attached hereto as Exhibit (a)(1)(C). A copy of the Merger Agreement Amendment is attached to the Second Proxy Statement Supplement as Annex A 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 in Schedule 13E-3.

All information concerning the Company contained in, or incorporated by reference into, this Transaction Statement and the Proxy Statement was supplied by the Company. 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.

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 196,355,520 shares were issued and outstanding as of April 23, 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:

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

 

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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, Esther Zyskind 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

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

 

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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 Unaffiliated 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

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

 

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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

Settlement and Support Agreement

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

(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

 

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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:

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

 

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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

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

 

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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

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

 

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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, February 28 and June 6 are filed as Exhibits (c)(2)–(c)(13), 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

(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

 

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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

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 —Summary Historical Consolidated Financial Data

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 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Securities and Exchange Commission on March 16, 2018, as amended by the Company’s Amendment to the Annual Report on Form 10-K/A filed with the Securities and Exchange Commission on April 23, 2018, are incorporated herein by reference and included as Exhibits (a)(6) and (a)(7), respectively, hereto.

(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.

 

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Item 16. Exhibits

(a)(1)(A) Definitive Proxy Statement of AmTrust Financial Services, Inc. (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on May 4, 2018).

(a)(1)(B) Proxy Statement Supplement of AmTrust Financial Services, Inc. (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on May 24, 2018).

(a)(1)(C) Proxy Statement Supplement of AmTrust Financial Services, Inc. (incorporated herein by reference to the Schedule 14A filed concurrently with the Securities and Exchange Commission on June 11, 2018).

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

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

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

(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).

(a)(6) Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on March 16, 2018.

(a)(7) Amendment to the Annual Report on Form 10-K/A for the year ended December 31, 2017, filed with the Securities and Exchange Commission on April 23, 2018.

(a)(8) Memo to the Company employees, dated as of March 1, 2018 (incorporated herein by reference to Exhibit 99.2 to the Form 8-K filed with the Securities and Exchange Commission on March 1, 2018).

(a)(9) Letter, dated as of March 1, 2018 (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on March 2, 2018).

(a)(10) Letter to the Company employees, dated as of May 18, 2018 (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on May 18, 2018).

(a)(11) Investor Presentation, dated May, 2018 (incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on May 22, 2018).

(a)(12) Letter from the Special Committee to the Company Stockholders, dated May 23, 2018 (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on May 23, 2018).

(a)(13) Presentation to Glass Lewis and Institutional Shareholder Services, dated as of May 24, 2018, presented by the Company (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on May 24, 2018).

(a)(14) Letter to the Company employees, dated as of May 24, 2018 (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on May 24, 2018).

(a)(15) Press Release of the Company, dated as of May 25, 2018 (incorporated herein by reference to Exhibit 99.1 to the Form 8-K filed with the Securities and Exchange Commission on May 25, 2018).

(a)(16) Press Release of the Company, dated as of May 29, 2018 (incorporated herein by reference to Exhibit 99.1 to the Form 8-K filed with the Securities and Exchange Commission on May 29, 2018).

(a)(17) Investor Presentation, presented by the Company (incorporated herein by reference to the Schedule 14A filed with the Securities and Exchange Commission on May 30, 2018).

(a)(18) Press Release of the Company, dated as of June 4, 2018 (incorporated herein by reference to Exhibit 99.1 to the Form 8-K filed with the Securities and Exchange Commission on June 4, 2018).

(a)(19) Press Release of the Company, dated as of June 7, 2018 (incorporated by reference to Exhibit 99.1 to the Form 8-K filed with the Securities and Exchange Commission on June 7, 2018).

(b) None.

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

(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.

 

11


(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.

(c)(13) Presentation to the Special Committee of the Board of Directors of the Company, dated June 6, 2018, presented by Deutsche Bank, provided to the Special Committee.

(d)(1)(A) Agreement and Plan of Merger, dated March as of 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 Definitive Proxy Statement).

(d)(1)(B) Amendment No. 1 to the Agreement and Plan of Merger, dated as of June 6, 2018, by and among Evergreen Parent, L.P., Evergreen Merger Sub, Inc. and AmTrust Financial Services, Inc. (incorporated herein by reference to Annex A of the Second Proxy Statement Supplement).

(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 Definitive 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).

(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).

(d)(8) Settlement and Support Agreement, dated as of June 6, 2018, by and among AmTrust Financial Services, Inc., Evergreen Parent, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, dated June 7, 2018).

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

(g) None.

 

* Previously filed by this Transaction Statement on May 4, 2018.

 

12


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 June 11, 2018

 

AMTRUST FINANCIAL SERVICES, INC.
By:  

/s/ David Saks

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

/s/ Barry 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 Zyskind

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

/s/ Barry Zyskind

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

/s/ Barry Zyskind

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

/s/ Barry 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
GKarfunkel Family LLC

/s/ Henry Reinhold

Name:   Henry Reinhold
Title:   Manager

ESTHER ZYSKIND

/s/ Esther Zyskind

Name:  

Esther Zyskind


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)(13)

 

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Deutsche Bank Corporate & Investment Bank Project Pine Fairness Committee discussion materials June 6, 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 6 3 Valuation summary 8 Deutsche Bank Corporate & Investment Bank    


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Deutsche Bank Corporate & Investment Bank Section 1 Situation update    


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Situation update since the Agreed Transaction – Since the transaction announcement on March 1, 2018 (the “Agreed Transaction”), the Pine stock has gradually traded up to and around the announced price of $13.50 per share – On May 17th, Carl Icahn announced that he had accumulated 18.4 million shares or 9.4% ownership and intended to solicit proxies against the going-private transaction – Investor advisory firms were split on the recommendation for the Agreed Transaction Shareholder developments – For: Glass Lewis and Egan-Jones – Against: ISS – Shareholder vote scheduled for Monday June 4, was adjourned based on the preliminary assessment of votes not being satisfactory to achieve a majority of the minority under the terms of the merger agreement – The Company announced that the Karfunkel-Zyskind Family has scheduled a meeting with Carl Icahn and other shareholders to determine the basis upon which the going-private transaction could be completed – The terms of the merger agreement have been revised to reflect a $14.75 purchase price per share (the “Revised Transaction”) Revised transaction – Conditioned on no more than 5% of shares outstanding demanding appraisal rights – Since the last Fairness Opinion, the Company has filed its SEC filings 2017 10-K (March 16) and Q1 2018 10-Q (May 10) – On June 5, the Special Committee and its advisors conducted a due diligence discussion with management, focused on recent financial results, management’s best estimates, rating agency discussion and other topics – On June 6, at the request of the Special Committee, management provided an updated Special Committee case (“Updated S.C. Case”), reflecting the same operating assumptions as reflected in the February 21, 2018 projections (“S.C. Case”), with updates reflecting certain Select due diligence updates balance sheet adjustments and book value impacts experienced in Q4 2017 and Q1 2018, that were not previously available – The Special Committee also discussed with management the Case 2 projections (provided on Jan 31, 2018 and confirmed as Management’s best current estimate of future operating performance on Feb 16, 2018 and reconfirmed on June 6, 2018) – With regard to the comment in the company’s Q1 2018 10-Q: “Our overall financial objective is to produce a return on equity of 12% to 15% over the long-term”, management has explained this as an objective that is not expected to be achieved during the 5-yr forecast period of the Case 2 projections that represent management’s best estimate – A.M. Best rating remains “A” (negative watch) and remains “under review with negative implications” since November 2017 Deutsche Bank Source: Pine Management; Factset 1 Corporate & Investment Bank


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Timeline of events since the Agreed Transaction 5/25/2018 ISS recommends vote $15.00 “AGAINST” the proposed transaction 5/24/2018 $14.50 Glass Lewis recommends 3/2/2018 vote “FOR” the proposed Maiden Holdings Ltd. transaction is downgraded to ‘bbb-’ by A.M. Best $14.00 $13.52 Agreed Transaction: $13.50 $ ) $13.50 ( price oc k S t $13.00 5/29/2018 Egan-Jones recommends vote “FOR” the proposed transaction $12.50 5/17/2018 6/4/2018 Carl Icahn discloses a 9.4% stake Pine announces the in Pine and his intention to solicit 3/1/2018 adjournment of its $12.00 proxies against the going-private Pine announces it has agreed to a Special Meeting transaction deal to be taken private by Stone Point and the Karfunkel / Zyskind family for $13.50/share $11.50 27-Feb 15-Mar 31-Mar 16-Apr 2-May 18-May 4-Jun Pine Agreed Transaction Deutsche Bank Note: Market data as of 6/4/2018. 2 Source: SNL Financial, FactSet, Internet publications Corporate & Investment Bank


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Summary of key offer terms Agreed transaction Revised transaction Consideration – $13.50 per share – $14.75 per share per share Consideration – 100% cash – 100% cash structure – ~88 million(a) shares not currently owned or controlled by the family – ~88 million(a) shares not currently owned or controlled by the family Total stockholders and other insiders (includes employee-owned, excludes RSUs, stockholders and other insiders (includes employee-owned, excludes RSUs, consideration PSUs and options) PSUs and options) – Implied total consideration of ~$1.2 billion – Implied total consideration of ~$1.3 billion Implied value – ~$2.7 billion implied valuation for 100% (~202 million(a) fully diluted shares) – ~$3.0 billion implied valuation for 100% (~202 million(a) fully diluted shares) – 0.83x P / BV as of 12/31/2017E ($16.26) – 1.05x P / BV as of 3/31/2018 ($14.07)(b) Implied – 1.12x P / TBV as of 12/31/2017E ($12.09) – 1.54x P / TBV as of 3/31/2018 ($9.61)(b) multiples – 15.5x P / E for 2018E as per the S.C. Case ($0.87) – 18.4x P / E for 2018E as per the Updated S.C. Case ($0.80) – 13.8x P / E for 2019E as per the S.C. Case ($0.98) – 15.9x P / E for 2019E as per the Updated S.C. Case ($0.93) – 33% premium to undisturbed share price on 1/9/2018 ($10.15) – 45% premium to undisturbed share price on 1/9/2018 ($10.15) Implied – 34% premium to 1-month prior to 1/9/2018 ($10.08) – 46% premium to 1-month prior to 1/9/2018 ($10.08) premium – 22% premium to 90-day VWAP until 1/9/2018 ($11.03)(c) – 34% premium to 90-day VWAP until 1/9/2018 ($11.03)(c) Deutsche Bank (a) Sourced from Pine capitalization table provided by Pine Management; data as of 2/28/2018. 3 Corporate & Investment Bank (b) Calculated as common equity / tangible common equity as of 3/31/18 divided by fully diluted shares outstanding as of 2/28/18 (as provided by Pine Management) (c) Calculated as the average of daily volume weighted average prices. Source: Pine projections (S.C. Case and Updated S.C. Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee on 2/21/2018.    


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


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Summary of Updated S.C. Case projections Gross written premiums ($bn) Underwriting profit ($mm) Annual 2.2% 3.2% 4.4% 4.5% 4.5% AY COR: 90.8% 88.1% 104.6% 103.1% 95.6% 95.7% 95.2% 94.9% 94.3% growth: AY LR: 66.0% 61.8% 72.5% 71.5% 68.5% 68.5% 68.1% 67.7% 67.2% CAGR (’18 – ‘22): 4.1% $9.7 $10.1 CAGR (’18 – ’22): 10.7% $9.3 $340 $347 $8.6 $8.9 $296 $300 $8.4 $268 $7.9 $231 $235 $6.8 ($46) NA 2015A 2016A 2017A 2018Q1A 2018E 2019E 2020E 2021E 2022E ($651) 2015A 2016A 2017A 2018Q1A 2018E 2019E 2020E 2021E 2022E Operating EPS(a) TBVPS(b) Operating ROTE: 32.6% 32.0% —% —% 9.6% 9.0% 11.1% 12.8% 14.7% earnings $470 $409 $— $— $162 $187 $238 $289 $354 ($mm): CAGR (’18 – ’22): 22.0% BVPS: $12.74 $13.81 $11.61 $14.48 $15.07 $15.14 $15.50 $16.10 $17.06 $2.79 ROE: 24.4% 17.8% —% —% 6.2% 6.3% 7.9% 9.3% 11.0% $2.34 $13.16 $12.19 $11.47 $10.65 $10.95 $1.78 $9.89 $1.44 $8.20 $1.18 $6.50 $6.85 $0.93 $0.80 NA NA 2015A 2016A 2017A 2018Q1A 2018E 2019E 2020E 2021E 2022E 2015A 2016A 2017A 2018Q1A 2018E 2019E 2020E 2021E 2022E Updated S.C. Case Deutsche Bank (a) Based on fully diluted shares outstanding as reported by Pine Management in Updated S.C. Case provided on June 6, 2018. 4 Corporate & Investment Bank (b) Based on basic shares outstanding as reported by Pine Management in Updated S.C. Case provided on June 6, 2018. Source: Pine projections (Updated S.C. Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by the Special Committee.


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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 Price / Earnings, Price / Book Value, Price / Tangible Book Value are considered valuation Public trading multiples Trading Regression of Price / Book Value to Return on Equity (on a stated and tangible basis) is also used Applied to Updated Special Committee Case B Discount future dividends and the calculated terminal equity value Apply an appropriate discount rate reflecting the cost of equity for Pine and peers’ relative to Pine valuation Dividend discount model Sum-of the parts framework to separately value Tecmo (based on value of $217.0mm as disclosed in the DDM Q1’2018 10-Q) and the contingent litigation asset (based on upper end of Willkie estimate of $15-$25mm) Applied to Updated Special Committee Case 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 Updated Special Committee Case 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 ference metric and research perspectives Re Review of current Wall Street analyst price targets Deutsche Bank (a) Peers include AFG, AIZ, AMSF, ARGO, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. 5 Corporate & Investment Bank


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Preliminary valuation summary Multiple Valuation approach Metric Range Indicative share price Pine—historical P/E ratio(a) $0.80 7.0x – 9.0x $5.62 $7.23 Peer P/E with Pine discount(b) $0.80 7.0x – 10.0x $5.62 $8.03 valuation Public trading multiples A (2018E) P/TBV regression (implied discount(b)) $9.61 0.73x – 1.09x $7.00 $10.50 Trading (9.6% ROTE) P/BV regression (implied discount(b)) $14.07 0.52x – 0.78x $7.36 $11.04 (6.2% ROE) Terminal P/E – 6.0x – 10.0x $8.93 $14.17 Dividend discount model B valuation COE (12% –16%) DDM Perpetuity growth – 0.5% – 2.5% $9.34 $14.73 P/BV $14.07 0.80x – 1.20x $11.26 $16.89 Precedent insurance C P/TBV $9.61 0.90x – 1.30x $8.65 $12.49 transactions valuation NTM P/E $0.80 10.0x – 16.0x $8.03 $12.85 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 ence 3-month trading range – – $8.86 $14.07 announcement—rics Public market performance ($11.97 – $13.84) E met & research perspectives Refer Research targets published since Initial Offer – – $12.00 $13.50 $5.00 $10.00 $13.50 $15.00 $20.00 $10.15 Agreed $14.75 Unaffected transaction Revised share price Price transaction price (1/9/18) (3/1/18) (6/6/18) Deutsche Bank Note: Market data as of 6/4/2018. 6 (a) 2018E EPS Wall Street Research consensus is $1.10 Corporate & Investment Bank (b) Discount is equal to the 1-yr and 5-yr discount at which Pine trades relative to peers on a P/NTM EPS basis. (c) Calculated as the average of daily volume weighted average prices. Source: SNL Financial, FactSet, Wall Street research. Pine projections (Updated S.C. Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided


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5-year stock price performance $40.00 $35.00 $30.00 ) 90.3% pric e Pine $25.00 69.3% to ed a s $20.00 e b ( r ice p r k $15.00 Stoc $13.52 (9.5%) $10.00 $10.15 (32.1%) January 9, 2018: Stone Point and $5.00 Family make an offer to acquire outstanding shares of common stock for $12.25/share (“Initial Offer”) $0.00 2013 2014 2015 2016 2017 2018 AmTrust Peers S&P 500 Deutsche Bank Note: Market data as of 6/4/2018. Peers include AFG, AIZ, AMSF, ARGO, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. 7 Source: SNL Financial, Factset Corporate & Investment Bank


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Stock price performance since 3 months prior to announcement of Initial Offer $16.00 $15.00 7.7% $14.75 $14.00 $13.52 ) e November 8, 2017: Pine (1.6%) r ic announces Q3 earnings, p Pine $13.00 including adverse development cover of (8.1%) to    $326.9mm e d ba s $12.00 r e ( p rice $11.00 $11.03 March 1, 2018: Special k c Committee agrees to a Sto November 6, 2017: going-private transaction for Pine announces Unaffected price $13.50/share $10.00 sale of Tecmo (26.1%) January 9, 2018: Stone Point $9.00 and Family make offer to acquire outstanding shares of common stock for $12.25/share $8.00 Oct-2017 Nov-2017 Jan-2018 Feb-2018 Apr-2018 Jun-2018 (a) Pine Peers S&P 500 Revised transaction price 3-month VWAP Deutsche Bank Note: Market data as of 6/4/2018. Peers include AFG, AIZ, AMSF, ARGO, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. 8 (a) Calculated as the average of daily volume weighted average prices. 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 9.7x 7.2x 9.2x Peers 16.4x 16.8x 14.3x Historical Pine discount (57%) (36%) 20.0x Implied benchmark relative to 7.0x 10.5x current peer multiple 1-yr average: 16.8x 16.4x 16.0x 5-yr average: 14.3x P S E TM 12.0x N / P 5-yr average: 9.2x 9.7x 8.0x 1-yr average: 7.2x 4.0x 2013 2014 2015 2016 2017 2018 AmTrust Peers Peer 1-yr average Deutsche Bank Note: Market data as of 6/4/2018. Peers include AFG, AIZ, AMSF, ARGO, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. 9 (a) 1-year and 5-year averages exclude data points post the announcement of the Stone Point offer. Corporate & Investment Bank 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 Pine 0.96x 1.12x 1.82x 1.95x 5.40x Pine 1.41x 2.22x 3.08x 3.44x Peers 1.64x 1.57x 1.36x 1.25x Peers 1.86x 1.75x 1.51x 1.36x 4.60x 2.50x 3.80x P/BV V 1.80x TB P / 3.00x 1.64x 2.20x 1.86x 1.10x 0.96x 1.41x 1.40x 0.40x 0.60x 2013 2014 2015 2016 2017 2018 2013 2014 2015 2016 2017 2018 Operating Updated Updated Operating 21.5% 24.7% 19.9% 13.3% NA SC Case: 41.6% 51.5% 39.1% 31.8% NA SC Case: ROE: ROTE: 6.2% 9.6% Pine Peers Deutsche Bank Note: Market data as of 6/4/2018. Peers include AFG, AIZ (pro-forma for The Warranty Group acquisition), AMSF, ARGO, CNA, EIG, JRVR, MKL, NAVG, PRA, SIGI, THG and WRB. Pine 10 BVPS and TBVPS are shown on a fully diluted basis (based on share count as of 2/28/18 provided by Pine Management) whereas their peers are shown based on basic shares Corporate & Investment Bank outstanding.    (a) Averages exclude data points post the announcement of the Stone Point offer. Source: Factset, SNL Financial, Pine projections (Updated S.C. Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee.


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A P/TBV vs. ROTE regression Implied Discount 3/31/2018 Implied 2018E ROTE P/TBV 57% 36% TBVPS price Updated S.C. Case 9.6% 1.70x 0.73x 1.09x $9.61 $7.00—$10.50 2.50x MKL y = 12.85x + 0.471 SIGI R² = 0.7358 2.00x AFG THG WRB PRA Pine—Updated /TBV S.C. Case, Implied P 1.50x EIG AIZ NAVG ARGO CNA Pine—Updated S.C. Case, 1.09x 36% discount 1.00x Pine—Updated S.C. Case, 0.73x 57% discount 0.50x 5.0% 6.0% 7.0% 8.0% 9.0% 9.6% 10.0% 11.0% 12.0% 13.0% 14.0% 15.0% 2018E ROTE Deutsche Bank Note:                Market data as of 6/4/2018. AIZ, PRA and MKL excluded from regression line. 11 Source: FactSet, SNL Financial, Pine projections (Updated S.C. Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Corporate & Investment Bank the Special Committee. Pine TBVPS of $9.61 is calculated by using 3/31/18 tangible book value divided by fully diluted shares outstanding as of February 28, 2018 (as per Pine Management).


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A P/BV vs. ROE regression Implied Discount 3/31/2018 Implied 2018E ROE P/BV 57% 36% BVPS price 2.50x Updated S.C. Case 6.2% 1.22x 0.52x 0.78x $14.07 $7.36—$11.04 SIGI y = 13.23x + 0.4019 R² = 0.682 AFG 1.75x WRB THG JRVR MKL P/BV NAVG EIG Pine—Updated S.C. PRA Case, Implied ARGO CNA AIZ 1.00x 0.78x Pine—Updated S.C. Case, 36% discount 0.52x Pine—Updated S.C. Case, 57% discount 0.25x 3.0% 5.0% 6.2% 7.0% 9.0% 11.0% 13.0% 15.0% 2018E ROE Deutsche Bank Note:                Market data as of 6/4/2018. AIZ, PRA and MKL excluded from regression line. 12 Source: FactSet, SNL Financial, Pine projections (Updated S.C. Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Corporate & Investment Bank the Special Committee. Pine BVPS of $14.07 is calculated by using 3/31/18 book value divided by fully diluted shares outstanding as of February 28, 2018 (as per Pine Management).


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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 53.7% 1.05 0.56 11.9% Risk-free rate (20-yr) 3.00% 3.00% AFG 10,125 11.4% 0.90 0.82 10.1% Unlevered beta 0.56 0.79 ARGO 2,201 20.9% 0.77 0.64 10.0% AIZ 5,081 28.3% 0.96 0.74 10.6% Levered beta 1.05 1.51 Equity risk premium 6.9% 6.9% AMSF 1,177 0.0% 0.92 0.92 11.1% CNA 13,013 17.2% 0.98 0.85 10.4% Size premium 1.7% 1.7% EIG 1,346 1.5% 1.00 0.98 11.6% Cost of equity 11.9% 15.2% JRVR 1,175 14.7% 0.74 0.65 9.8% MKL 15,355 16.6% 0.78 0.67 9.0% NAVG 1,856 12.5% 0.91 0.82 11.0% Cost of equity sensitivity analysis PRA 1,760 17.4% 0.80 0.69 10.2% SIGI 3,494 12.4% 1.01 0.91 11.5% Peer unlevered beta 0.60 0.70 0.79 0.80 0.90 THG 5,174 13.2% 0.88 0.79 10.1% WRB 9,765 21.5% 0.85 0.70 9.8% 45.0% 11.5% 12.7% 13.7% 13.8% 14.9% . Median — 14.7% 0.90 0.79 10.2% cap 50.0% 12.1% 13.4% 14.5% 14.6% 15.8% l tota 53.7% 12.6% 14.0% 15.2% 15.3% 16.6% /    Median of peers’ unlevered beta 0.79 Pine leverage 53.7% Debt 55.0% 12.8% 14.2% 15.4% 15.6% 16.9% Implied Pine levered beta 1.51 60.0% 13.8% 15.3% 16.6% 16.8% 18.3% Deutsche Bank Note: Market data as of 6/4/2018. Risk-free rate taken as 20-year US government bond yield as of 6/4/2018. Historical risk premium from Ibbotson. Size premium from Ibbotson. 13 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 Updated S.C. Case (a) 9M’2018E 2019E 2020E 2021E 2022E Assumptions EPS $0.60 $0.93 $1.18 $1.44 $1.78 – Valuation as of Q1’ EPS ex. Tecmo $0.58 $0.88 $1.11 $1.35 $1.67 2018 Dividends per share $0.55 $0.78 $0.81 $0.85 – Uses mid-year Present value Terminal value discounting – Company keeps capital @ 3/31/18 @ 12/31/21 A. Cash flows structure the same Discount factor 0.9 0.8 0.7 0.6 0.6 going forward Discounted dividends 0.51 0.64 0.59 0.54 Present value of dividends (14.0% CoE) $2.27 B. Terminal value Terminal P/E (@ 8.0x) $7.91 $13.36 Perpetuity growth rate (14.0% CoE, 1.5% growth) $7.91 (b) $13.36 C. Value of Tecmo stake (49%) $1.07 Components of present D. Value of contingent litigation asset $0.12 (c) value Total value (A+B+C+D) Terminal P/E $11.38 $1.20 Perpetuity growth rate $11.38 Sensitivity analyses $7.91 P/E multiple Perpetuity growth rate $11.38 $11.38 6.0x 7.0x 8.0x 9.0x 10.0x $11.38 0.5% 1.0% 1.5% 2.0% 2.5% 12.0% $9.92 $10.99 $12.05 $13.11 $14.17 12.0% $12.79 $13.21 $13.67 $14.17 $14.73 $2.27 Dividends Terminal Tecmo / Total value 13.0% 9.66 10.68 11.71 12.73 13.76 13.0% 11.71 12.05 12.42 12.83 13.27 value other adj. equity equity of 14.0% 9.41 10.39 11.38 12.37 13.36of 14.0% 10.80 11.08 11.38 11.71 12.07 st    st Co 15.0% 9.16 10.12 11.07 12.03 12.98 Co 15.0% 10.02 10.25 10.51 10.78 11.07 16.0% 8.93 9.85 10.77 11.70 12.62 16.0% 9.34 9.54 9.75 9.98 10.23 Implied terminal P/BV 0.70x 0.81x 0.93x 1.05x 1.16x Implied terminal P/TBV 0.95x 1.11x 1.27x 1.43x 1.58x Deutsche Bank Note: Terminal multiples calculated as per Updated S.C. Case projections. 14 (a) Calculated as 75% of 2018E Corporate & Investment Bank (b) Calculated as $217.0mm of carrying equity value divided by 202.0mm diluted shares (as provided by Pine Management; data as of 2/28/2018). (c) Based on high end of Willkie’s estimated range of $15-$25mm divided by 202.0mm diluted shares (as provided by Pine Management; data as of 2/28/2018) Source: Pine projections (Updated S.C. Case) prepared at the direction of the Special Committee by Pine Management with assumptions provided by Special Committee. Tecmo net income as per S.C. Case provided on February 21, 2018.


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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. 15 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. 16 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. 17 Corporate & Investment Bank Source: Company filings, Thomson Reuters, Factset, SNL Financial, press articles


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E Research analyst price targets Analysts who have published price targets since Initial Offer (Jan 9th, 2018) and still maintain coverage of the stock $13.50 Current research median: $12.75 $12.00 FBR KBW Current Deutsche Bank Note: Current price targets as of June 4, 2018. 18 Source: Factset, Wall Street research, Research summary provided by Pine Management Corporate & Investment Bank


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