EX-99.(C)(6) 6 a19-9723_3ex99dc6.htm EX-99.(C)(6)

Exhibit (c)(6)

Materials Prepared For: Employers Mutual Casualty Company Strictly Private & Confidential March 22, 2019

 

GENERAL INFORMATION AND LIMITATIONS This presentation, and any oral or video presentation that supplements it, have been developed by and are proprietary to Sandler O’Neill & Partners, L.P. and were prepared exclusively for the benefit and internal use of the recipient. Neither the printed presentation nor the oral or video presentation that may supplement it, nor any of their contents, may be reproduced, distributed or used for any other purpose without the prior written consent of Sandler O’Neill & Partners, L.P. The analyses contained herein rely upon information obtained from the recipient or from public sources, the accuracy of which has not been verified, and cannot be assured, by Sandler O’Neill & Partners, L.P. Moreover, many of the projections and financial analyses herein are based on estimated financial performance prepared by or in consultation with the recipient and are intended only to suggest reasonable ranges of results. Finally, the printed presentation is incomplete without any oral or video presentation that supplements it. Sandler O’Neill & Partners, L.P. prohibits employees from offering, directly or indirectly, favorable research, a specific rating or a specific price target, or offering or threatening to change research, a rating or a price target to a company as consideration or inducement for the receipt of business or compensation. Sandler O’Neill also prohibits research analysts from being compensated for their involvement in, or based upon, specific investment banking transactions. Sandler O’Neill & Partners, L.P. is a limited partnership, the sole general partner of which is Sandler O’Neill & Partners, Corp., a New York corporation. Sandler O’Neill & Partners, L.P. is a registered broker-dealer and a member of the Financial Industry Regulatory Authority, Inc. Sandler O’Neill Mortgage Finance, L.P. is a wholly-owned indirect subsidiary of Sandler O’Neill & Partners, Corp. This material is protected under applicable copyright laws and does not carry any rights of publication or disclosure.

 

NPV Analysis: Modified Company Projections Key Assumptions • • • Projected combined ratio of 95% for the property & casualty segment No change to management’s reinsurance segment projections Dividend payout ratio of 50% Key Financial Metrics Earnings per Share Dividends per Share Implied Payout Ending Book Value per Share $ 2.88 $ 1.44 50.0% $ 27.30 $ 2.99 $ 1.49 50.0% $ 28.71 $ 3.07 $ 1.54 50.0% $ 30.04 $ 3.12 $ 1.56 50.0% $ 31.51 $ 3.24 $ 1.62 50.0% $ 32.91 3.0% 3.0% 4.8% Net Present Value Calculation and Sensitivity Analysis 2023 Book Value per Share P/B Multiple 2023 Terminal Value PV of Terminal Value PV of Dividends Net Present Value Implied P/B Multiple $ 32.91 1.63x $ 53.49 2023 Earnings per Share P/E Multiple 2023 Terminal Value PV of Terminal Value PV of Dividends Net Present Value Implied P/E Multiple (2019E) $ 3.24 16.5x $ 53.38 $ 34.76 $ 5.92 $ 34.69 $ 5.92 $ 40.68 $ 40.61 1.55x 14.1x Discount Rate Discount Rate P/B Multiple P/E Multiple 2 8.0%9.0%10.0% 15.0x 16.5x 18.0x 39.1137.4635.90 42.41$ 40.6138.91 45.7143.7741.92 8.0%9.0%10.0% 1.50x 1.63x 1.75x 39.6838.0136.42 42.48$ 40.6838.98 45.2843.3641.53 P/E Terminal Value P/B Terminal Value For the Year Ended December 31,'19-'23 2019P2020P2021P2022P2023PCAGR

 

Valuation Methodology: Historical Discount to Peer Group 5-Year Price/Book Multiples Observations Over the last 5 years, EMCI has traded at a 25% discount to the selected peer group and 28% discount to the universe of public P&C companies on a price/book basis As of the date of the acquisition proposal, EMCI’s discount to the peer group was at its widest level in the last five years The “normalized” discount to the current price/book trading multiple of the peer group would imply a price/book multiple of 1.18x. Applying a range of standard acquisition premiums would suggest the following valuation ranges: • 1.80x 1.58x 1.59x 1.60x • 1.40x • 1.23x 1.20x Historical Discount to Peer Group 1.00x 0.80x Acquisition Premium SNL P&C:1.49x 0.60x ECHO Peers SNL P&C As of 3/19/2019. 3 5-Year Average (Ending 11/15/2018): EMCI:0.98x Peers:1.31x SNL P&C:1.36x As of 11/15/2018: EMCI:0.90x Peers:1.58x 25.0% 25.0% 30.0% 35.0% 38.68 $ 40.22 41.77

 

Valuation Methodology: Analysis of Current Trading Statistics for Peer Group Travelers Companies, Inc. TRV $ 132.93 $ 35,013 1.53x 1.88x 12.1x 12.4% 12.8% 2.32% Cincinnati Financial Corporation CINF 84.58 13,797 1.76x 1.76x 24.0x 7.2% 7.1% 2.65% W. R. Berkley Corporation WRB 83.08 10,137 1.86x 1.96x 21.4x 9.0% 8.9% 0.72% American Financial Group, Inc. AFG 96.25 8,596 1.73x 1.83x 11.1x 14.6% 14.4% 1.66% Hanover Insurance Group, Inc. THG 114.80 4,658 1.64x 1.75x 14.4x 11.6% 12.5% 2.09% Selective Insurance Group, Inc. SIGI 62.56 3,689 2.06x 2.07x 15.4x 12.7% 12.4% 1.28% State Auto Financial Corporation STFC 33.13 1,436 1.75x NA 17.9x 8.6% 9.6% 1.21% Employers Holdings, Inc. EIG 40.11 1,317 1.29x 1.35x 16.0x 7.6% 7.0% 2.19% United Fire Group, Inc. UFCS 44.74 1,124 1.26x 1.30x 44.7x 2.8% 3.6% 2.77% Donegal Group Inc. DGICA 13.37 378 0.95x 0.97x 17.3x 7.2% 6.7% 4.26% Note: Unless otherwise noted, trading multiples are based on reported financial metrics as of FY2018. 2019E and 2020E metrics are based on analyst estimates. 4 EMCI (Counterproposal)$ 40.00$ 8651.53x1.53x28.1x EMCI (Proposal)$ 30.00$ 6481.15x1.15x21.1x EMCI$ 32.20$ 6961.23x1.23x22.6x5.4%5.8%2.86% Median1.69x1.76x16.6x8.8%9.2%2.14% Mean1.58x1.65x19.4x9.4%9.5%2.12% Trading Metrics ClosingMarket Current Stock Price as a Multiple of Current Stock PriceCap.Tangible2019E Implied ROAE Dividend CompanyTicker(3/19/19)($M)BVPSBVPSEPS2019E2020EYield

 

Valuation Methodology: Multiples Paid in Recent Acquisitions of Publicly-Traded P&C Insurance Companies ($ in millions) 08/28/18 Apollo Global Management Aspen Insurance Holdings $42.75 $2,603 100% / 0% 1.11x 1.12x NM 12.3x 08/22/18 Hartford Financial Services Navigators Group 70.00 2,151 100% / 0% 1.69 1.73 34.5x 20.6 03/19/18 Fidelity National Financial Stewart Information Services 50.20 1,207 50% / 50% 1.77 2.76 24.4 13.5 03/05/18 AXA XL Group 57.60 15,388 100% / 0% 1.50 1.93 NM 14.4 02/13/18 Kemper Corporation Infinity Property and Casualty 121.01 1,324 43% / 57% 1.84 2.05 29.5 19.1 01/22/18 AIG Validus Holdings 68.00 5,536 100% / 0% 1.54 1.74 NM 15.3 07/26/17 Markel Corporation State National Companies 21.00 923 100% / 0% 2.76 2.89 16.4 14.5 05/02/17 Intact Financial Corporation OneBeacon Insurance Group 18.10 1,732 100% / 0% 1.66 1.65 18.3 25.5 Note: Includes transactions since 1/1/17. Deal value multiples based on GAAP metrics. (1) Imputed acquisition price assumes modified company projections as shown on page 2. Sources: S&P Global Market Intelligence. 5 Imputed Acquisition Price - Mean (1) $45.38$51.89-$48.65 Imputed Acquisition Price - Median (1) $43.80$48.05-$42.94 Mean1.73x1.99x24.6x16.9x Median1.671.8424.414.9 AnnounceDeal ValueAggregateMix ofDeal Value per Share as a Multiple of DateAcquirerTargetPer ShareEquity Value Cash/StockBVPSTBVPSLTM EPSNTM EPS

 

Multiples Paid in Acquisitions Involving ($ in millions) Downstream Mutual Affiliates 09/29/11 Nationwide Mutual Ins. Co. Harleysville Group, Inc. $60.00 $816 2.08x 34.3x 21.9x 11/04/07 Alfa Mutual Group Alfa Corporation 22.00 833 2.04 16.5 16.8 10/25/00 State Auto Mutual Ins. Co. Meridian Ins. Group, Inc. 30.00 107 1.79 35.6 NA 06/03/98 Nationwide Mutual Ins. Co. ALLIED Group, Inc. 48.25 1,489 3.45 23.3 21.2 Note: Deal value multiples based on GAAP metrics. (1) Imputed acquisition price assumes modified company projections as shown on page 2. Sources: S&P Global Market Intelligence. 6 Imputed Acquisition Price - Mean (1)$61.26-$57.44 Imputed Acquisition Price - Median (1)$53.89-$60.92 Mean2.34x27.4x20.0x Median2.0628.821.2 AnnounceDeal ValueAggregateDeal Value per Share as a Multiple of DateAcquirerTargetPer ShareEquity ValueBVPSLTM EPSNTM EPS