EX-99.(C)(11) 11 nc10018386x1_exc11.htm EXHIBIT (C)(11)

Exhibit (c)(11)

 Discussion Materials  Project William  September 27, 2020 

 Summary of Bid History      2    August 16:Verbal offer of $25 per share  Consortium Offers  Counter Offers  September 9:Counteroffer of $32 with $30-34 collar  August 26:Written offer of $25 per share  September 3:Verbal offer of $27 per share  September 15:Verbal offer of $28.25 per share  September 20:Counteroffer of $32 per share with walkaway and hedge structure  September 22:Offer of $30 per share with risk share structure to down 20% ($25.76) with walkaway  September 24:Counterproposals at $31 – both fixed at 36% walkaway and with hedge at 10% walkaway  September 26:Offer of $30 per share with walkaway at book value (down ~29% in BV)  August  September  Consistently included equity rollover option 

 Summary of Updated Consortium Proposal      3  Price  Consideration  Arch CFO Francois Morin and Goldman Sachs separately communicated to Jon Levy and Morgan Stanley the consortium’s revised offer on September 26Re-iterated it is their final offer  Fixed price of $30.00 per shareRepresents 0.71x P/BV using $42.28 BVPS at 8/30/2020  100% cashRejected rollover option, citing:Limited value for shareholdersOngoing cost of managing small investorsLong private placement processInability to exclude investors / concerns around certain investors coming into the rollover  Walkaway  Consortium walkaway right if closing book value per share is below $30.00Closing book value defined as:Starting book value per share ($42.28 at 8/30/2020)Plus/Less: Unrealized and realized gains/losses in the non-investment grade portfolio 

 Stock Price Performance    Stock Price Performance since Watford Re ListingStock Price ($), Volume (Shares, MM)    Source: Capital IQ, SNL Financial (09/25/2020)  Notes:1. Period ending 02/19/2020    4  10/29/2019: All-Time High of $28.90  5/14/2020: All-Time Low of $10.86  $22.02  ~140k sharesPre-COVID Average Daily Volume  ~90k sharesPost-COVID Average Daily Volume  $25.76Listing-to-COVID VWAP  2/19/2020 (COVID): $24.42  $30.00Offer Price 

 Source: Capital IQ, SNL Financial (09/25/2020), Company Filings    5  Run-Off Sensitivity Analysis: Existing Contract Through 2025; Sale at 0.80x BV After  Peer P/BV Multiples  10% Discount Rate  8% Discount Rate    Total Return Reinsurance    Traditional Reinsurance  Run-Off Analysis and Peer Trading 

   Select Precedent Final Premium to Initial Offer Squeeze-Outs    Insurance Squeeze-Out: Final Premiums / (Discount) to Initial Offer  Source: Capital IQ, Company Filings    6  Median: 10.5  Tender  Merger  Tender  Tender  Tender  Merger  Merger  Merger  Merger  Merger  Tender  Merger  Tender  Tender      $30 Offer Price 

 Illustration of Proposed Walkaway Mechanic    Proposed walkaway at $30 per share / 1.0x P/BV corresponds to:16.3% decline in HPS non-IG portfolio29.0% decline in book value    7  Represents market movement over net assets between 4Q’19 and 1Q’20 (unrealized and realized gains/losses ex. interest income)    Condition to close that BVPS is > $30Closing mechanic to provide 3 months from satisfaction of all other precedents to achieve BVPS closing condition  Potential Structural Protection     

 Analysis at Various Prices        8 

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