EX-99.(C)(II) 6 tm2420342d8_ex99-cii.htm EXHIBIT 99.(C)(II)

 

Exhibit (c)(ii)

 

STRICTLY PRIVATE & CONFIDENTIAL

 

INVESTMENT

BANKING

   
   

 

 

 

 

 

 

 

 

 

Project Elk

 

 

 

Preliminary Bid Summary

 

Goldman Sachs & Co. LLC

 

March 2024

 

 

 

 

 

 

 

 

 

 

 

Goldman Sachs does not provide accounting, tax, or legal advice. Notwithstanding anything in this document to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives, and other agents) may disclose to any and all persons the US federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

 

 

 

 

  DRAFT - CONFIDENTIAL

 

Disclaimer

INVESTMENT

BANKING

     
   

 

These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors and senior management of Enstar Group Limited (the "Company") in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department.

 

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, any other party to any transaction and any of their respective affiliates or any currency or commodity that may be involved in any transaction. Goldman Sachs’ investment banking division maintains regular, ordinary course client service dialogues with clients and potential clients to review events, opportunities, and conditions in particular sectors and industries and, in that connection, Goldman Sachs may make reference to the Company, but Goldman Sachs will not disclose any confidential information received from the Company.

 

The Confidential Information has been prepared based on historical financial information, forecasts and other information obtained by Goldman Sachs from publicly available sources, the management of the Company or other sources (approved for our use by the Company in the case of information from management and non-public information). In preparing the Confidential Information, Goldman Sachs has relied upon and assumed, without assuming any responsibility for independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by us, and Goldman Sachs does not assume any liability for any such information. Goldman Sachs does not provide accounting, tax, legal or regulatory advice.

 

Goldman Sachs has not made an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of the Company or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained in the Confidential Information do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Goldman Sachs’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of the Company. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses, and Goldman Sachs does not assume responsibility if future results are materially different from those forecast.

 

The Confidential Information does not address the underlying business decision of the Company to engage in any transaction, or the relative merits of any transaction or strategic alternative referred to herein as compared to any other transaction or alternative that may be available to the Company. The Confidential Information is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of such Confidential Information and Goldman Sachs assumes no responsibility for updating or revising the Confidential Information based on circumstances, developments or events occurring after such date. The Confidential Information does not constitute any opinion, nor does the Confidential Information constitute a recommendation to the Board, any security holder of the Company or any other person as to how to vote or act with respect to any transaction or any other matter. The Confidential Information, including this disclaimer, is subject to, and governed by, any written agreement between the Company, the Board and/or any committee thereof, on the one hand, and Goldman Sachs, on the other hand. The Confidential Information does not address, nor does Goldman Sachs express any view as to, the potential effects of volatility in the credit, financial and stock markets on the Company, any other party to any transaction or any transaction.

 

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  DRAFT - CONFIDENTIAL

 

Overview of Stork Proposal

 

Summary of Key Terms

INVESTMENT

BANKING

     
   

 

Headline Offer Value / Consideration  

      $327 per share to acquire entire outstanding ordinary shares of Elk, not already owned by Stork

      Aggregate consideration of $4.936bn, comprised of $4.186bn fully diluted equity value and $750mm pre-closing dividend

      Assumes Elk pays pre-closing dividend(s) of $750mm ahead of transaction closing, less any share repurchases that have been completed since the last public reported balance sheet (31-Dec-2023)

—    Offer price reduced dollar for dollar for the pre-closing dividend amount

—    Assumes all equity awards issued by Elk will become vested and cashed out based on the stated offer price

—    Assumes all preferred shares in the Company remain outstanding

     
     
Implied Multiples / Premium  

      Implied P/BV (incl. AOCI)1: 0.98x

      Implied P/BV (excl. AOCI)2: 0.92x

      Implied premium to:

—     One-day prior share price (as of 22-Mar-2024): 11.8%

—     52-week high (29-Feb-2024): 6.2%

—     52-week low (23-Mar-2023): 48.6%

—     30-day VWAP ($298.48): 9.6%

—     60-day VWAP ($287.91): 13.6%

—     90-day VWAP ($284.65): 14.9%

—     VWAP Since Stork Investment (08-Nov-2023 | $282.54): 15.7%

     
     
Acquiring Entity / Source of Financing  

      Contemplating a newly formed entity directly or indirectly controlled by one or more private investment funds affiliated with Stork

      Expect to finance transaction via combination of cash from one or more of Stork’s investment vehicles or affiliated funds, as well as potentially bringing in certain co-investors

—     Will also consider raising some bank financing

     
     
Areas of Focus in Due Diligence  

      Confirmatory in nature only given significant due diligence completed when making initial investment in Elk

      Key areas include refresh of reserve adequacy analysis, review of latest asset tape, marks of illiquid and semi-liquid assets, reinsurance trust investment guidelines, quality of earnings review, and customary financial / operational / accounting / tax / legal / regulatory due diligence

      Expect to be able to complete outstanding diligence by the end of April 2024, assuming appropriate access to management and information

     
     
Anticipated Approvals Required  

      Approval from Stork Investment Committee before entering into binding proposal

      Applicable anti-trust, foreign direct investment and regulatory approvals

     
     
Transaction Advisors         Hired outside legal advisors and plan to hire financial and accounting / tax advisors

 

Source: Stork IOI submitted on 24-Mar-2023. Note: Market data as of 22-Mar-2023

1 Based on YE 2023 Elk Ordinary Shareholders’ Equity of $5.025bn. Includes value of $750mm assumed dividend. 2 Based on YE 2023 Elk Ordinary Shareholders’ Equity excl. AOCI of $5.361bn. Includes value of $750mm assumed dividend.

 

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