EX-99.C.4 4 d534218dex99c4.htm EX-99.(C)(4) EX-99.(c)(4)

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