EX-99.(C)(4) 4 nc10018386x1_exc4.htm EXHIBIT (C)(4)

Exhibit (c)(4)

 Board of Directors Follow-Up  Project William  August 19, 2020 
 

 Section 1  Evaluation of Arthur Proposal    2 
 

   Terms  Comments  Price  $25.00 per share$500MM equity value(1)  Proposal represents:P/BV of 0.64xDiscount to initial investment of $40.00(2)13% discount to all-time high of $28.905% premium to $23.78 VWAP since direct listingPremium of 49% to current price(3)  Consideration  All cash  Crystalizes loss for initial shareholdersNo opportunity to participate in upsideEither as part of private investment in “new” Watford or as shareholder in ArthurProvides certainty on valueFull liquidity  Structure  Arthur and two private equity partners to acquire William  Unusual to negotiate sale with three partiesCreates risk regarding transaction certaintyNeed to better understand terms among parties and conditionalityNeed to understand constraints imposed by tax requirements  Partner Approvals  Approved by Arthur board and investment committees at two private equity firms  As a practical matter, have only approved basic termsWill ultimately need approval for definitive agreements, when / if reached  Initial Assessment of Arthur Verbal Indication    Evaluation of Arthur Proposal  3  Notes:Based on 20.0MM diluted shares outstanding as of 2Q’20Reflects price per share in March 2014 offeringBased on August 14, 2020 close price of $16.74/share 
 

   Comments  Timing  Can complete transaction in 2-3 weeksCited motivation to complete quickly given importance of January 1 renewalsOther drivers of timing unclear  Diligence  Not addressed in initial discussionArthur has had ongoing access to data roomShould confirm no material items outstandingWhere are partners in their diligence process?  Funding  Ability for Arthur to finance / guarantee completion?Sources / uses detail not provided  Third Party Approvals  What approvals are necessary and who bears risk?  Service Agreements  Arthur indicated potential room to move if have greater certainty around Henry contract and ability to lower allocationEconomics of Henry and Arthur agreements critical to overall value  Initial Assessment of Arthur Verbal Indication    Evaluation of Arthur Proposal  4 
 

 Preliminary Illustrative Responses to Arthur    Evaluation of Arthur Proposal  5  Valuation  1  $25 price not sufficiently compelling Offer of $25 per share represents:0.64x BVPS13% discount to all-time high of $28.90Substantial discount to sector multiplesRun-off transaction multiples of 0.40x-0.89x P/BV, implying $15.53 - $34.55Bermuda reinsurance transaction multiples of 0.52x -1.26x P/BV, implying $20.19 - $48.91Company has alternatives to drive higher values than this proposalOngoing scrutiny and pressure from activist investor  Form of Offer  Must be provided in writing to properly evaluateNeed substantially more detail around key items, including:StructureFundingDiligenceConditionality  Consideration / Structure  2  Ability for Arthur to sign / close transaction without equity commitment from PE firmsAbility for shareholders to participate in upside would be attractive  Execution / Terms  Merger vs. tender offerMajority of minority requirementAbility to improve price if reach favorable outcome with Henry  4  3 
 

 Section 2  Sensitivity Analyses    6 
 

 Hybrid Scenario  Dividend Discount Model Summary  Projections based on partial combination of scenarios presented in prior presentation as directed by managementAssumes 2 point reduction in fees to AUL: $13.5MM savings expected in 2021Adjustments to Henry assets: $9.4MM savings expected in 2021Assumes 35bp reduction to investment management expenseTransfer $500MM from Henry to investment grade strategyNo sidecarDiscount rate of 10.0% based on Watford’s cost of equityExit multiple of 0.45x BVPS based on Watford’s current trading multiple(1)  Notes:As of 08/11/2020Includes loss reserve equity, senior notes, contingent redeemable preferred shares less intangible assets  Sensitivity Analyses  7  (2) 
 

 Combined Ratio Sensitivity Analysis  Base Case vs. Hybrid Scenario  Base Case:Assumed baseline combined ratio and management feesNo de-risking of portfolioNo sidecarHybrid Scenario:Assumed 2 point reduction in fees to AUL and 35bp reduction to investment management expenseTransfer $500MM from Henry to investment grade strategyNo sidecarDiscount rate of 10.0% based on Watford’s cost of equity  Sensitivity Analyses  8  Base Case  Hybrid Scenario 
 

 Run-Off Reserve Sensitivity    Outcome of run-off scenario dependent on existing reserves and the actual payout of lossesTo assess impact of adverse or favorable development, showing a range of +/- 10% reserve chargeAssumes reserve charge is taken in Q3 2020 and run-off with existing reservesPresent discounted value of Arch run-off fees over 5 years: $39.5 - $46.3MM or $1.98 - $2.31/share  Sensitivity Analyses  9  Run-Off Reserve Development 
 

 Appendix  Supporting Materials    10 
 

 Peer Trading Comparables    Source: Company Filings, Capital IQ, SNL Financial (08/11/2020)Notes:Reflects median annual combined ratio over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual combined ratios over the last 10 fiscal years, or since inception as appropriate Reflects median annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriateReflects standard deviation of annual BVPS growth, including dividends, over the last 10 fiscal years, or since inception as appropriate  Supporting Materials  11  (1)  (2)  (3)  (4)         
 

 Select Precedent Transactions (1 of 2)  Run-Off P&C Transactions  Limited publicly available data on P&C run-off transactionsOn a recent P&C run-off transaction Morgan Stanley worked on, bids were generally in the 0.85-1.00x range of tangible book valueGreenlight Re rumored to have rejected run-off bid at around ~0.9x P/BV in late 2019  12  Select Precedent Transactions  Source: Capital IQ, SNL Financial, Company Filings and MaterialsNotes:Deal value reflects implied value of 100% stake; book value and tangible book value reflect 12/31/2019 figures (nearest available)  (1)  (1)  (1)     
 

 Select Precedent Transactions (2 of 2)      13  Select Precedent Transactions  Supporting Materials  Source: Capital IQ, SNL Financial, Company Filings and MaterialsNotes:Represents premium paid to public shareholders; does not incorporate value to CMIHBook value and tangible book value reflect 2Q20 figures as referenced in Third Point investor presentation, which preceded Sirius earnings announcementPartnerRe 6/30/2015 book value adjusted for $315MM breakup fee payable to AXISUtilizes 2018E EPS (instead of NTM EPS) as NTM artificially low due to 4Q’17 losses  (3)  (3)  (2)  (2)  (1)  (4)   
 

 Top 20 Current Active Institutional Investors (1)    14  Top 20 Institutional Holders by Investment Style (1)  WTRE Ownership Momentum  Institutional Ownership As of 2Q’20  Source: Thomson  Notes:As of 2Q'2020; excludes index funds and broker-dealers    Increase in ownership by ≥ 5%    Decrease in ownership by ≥ 5%  Supporting Materials 
 

   15  Cost of Equity Analysis  Watford Cost of Equity Analysis  Supporting Materials  Source: Capital IQ, SNL Financial (08/11/2020)   
 

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