EX-99.2 3 dex992.htm SLIDES PRESENTED TO CERTAIN SECURITY HOLDERS OF NORTH AMERICAN INSURANCE LEADERS Slides presented to certain security holders of North American Insurance Leaders
North American Insurance Leaders, Inc.
Acquisition of
the Business of Deep South
August 2007
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Exhibit 99.2


This presentation is intended to provide up-dated information for the shareholders of NAIL and is not intended to be a request for your vote on the transaction at the Shareholder’s meeting that will consider the transaction. A stockholder meeting will be announced to obtain stockholder approval for the transactions. NAO intends to file with the Securities and Exchange Commission a proxy statement and other relevant materials in connection with the transaction. Such proxy statement will be made available to NAO’s stockholders and will constitute the method by which we can request your vote on the transaction. NAO’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTION, NAO AND DEEP SOUTH. Investors and stockholders may obtain free copies of these materials (when they are available) and other documents filed with the SEC at the SEC’s website at www.sec.gov. A free copy of the proxy statement when it becomes available may also be obtained from North American Insurance Leaders, Inc. at 885 Third Avenue, 31st Floor, New York, New York 10022.

NAO, Deep South and their respective officers and directors may be deemed to be participants in the solicitation of proxies from NAO’s stockholders with respect to the transaction. Investors and stockholders may obtain more detailed information regarding the direct and indirect interests of NAO, Deep South and their respective officers and directors in the proposed transaction by reading NAO’s proxy statement, which will be filed with the SEC.


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North American Insurance Leaders, Inc.
Forward-Looking Statements
This presentation may include forward-looking statements. These forward-looking
statements include comments with respect to our objectives and strategies, and the results of
our operations and business.
By their nature, however, these forward-looking statements involve numerous assumptions,
risks, uncertainties and opportunities, both general and specific. The risk exists that these
statements may not be fulfilled. Investors should not place undue reliance on these forward-
looking statements as a number of factors could cause future company results to differ
materially from these statements.
Potential risks and uncertainties include fluctuations in interest rates and stock indices;
cyclical changes in our business; increased competition on the basis of commissions or other
factors; developments in the financial or capital markets; the loss of key personnel or the
inability to recruit additional personnel; changes in the availability, cost or quality of
insurance capacity; severe weather conditions; changes in our relationships with the
agencies and agents that distribute our products; and a decline in Praetorians financial
ratings. The foregoing list is not exhaustive.
When relying on forward-looking statements to make decisions, investors should carefully
consider the aforementioned factors as well as other uncertainties and events.
Investors and stockholders may obtain more detailed information regarding the direct and
indirect interests of NAO, Deep South and their respective officers and directors in the
proposed transaction by reading NAOs
proxy statement, which will be filed with the SEC.


Overview of the Transaction
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4
North American Insurance Leaders, Inc.
Overview of the Transaction
On August 10, 2007,  North American Insurance Leaders, Inc. (AMEX: NAO), a special
purpose acquisition corporation, announced the signing of a definitive agreement to acquire
the business of Deep South (Deep South), one of the largest managing general insurance
agencies in the United States
Under the terms of the agreement, NAO will acquire Deep South for an initial payment of an
estimated $110 million.  The initial payment will be equal to 5.94x pro forma EBITDA for
2007.
The
initial
payment
will
be
comprised
of
approximately
83%
cash
and
17%
shares
of
NAO common stock
Deep South stockholders will have the additional opportunity to receive up to approximately
$65 million in cash and stock through an earn out arrangement based on the future financial
performance of Deep South over the two years following closing 
David J. Disiere, Founder of Deep South, has entered into a two-year employment agreement
and a five year non-compete with the company
The combined company will continue to trade on the American Stock Exchange and will be
headquartered in Dallas, Texas 


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North American Insurance Leaders, Inc.
Key Transaction Terms
Est. Closing Price:
$109.9 million
Cash -
$90.7 million (83%)
Stock -
$19.2 million (17%)
Closing Payment Adjustment:
The closing payment will be adjusted to equal 5.94x pro forma
EBITDA for the year ended December 31, 2007 (Governing
EBITDA)
Year 1 Earn Out Payment:
Up to +/-
$32.5 million. To achieve the maximum payment,
2008 EBITDA to exceed 125% of Governing EBITDA ($23.1
million). Earn out starts at 93% of Governing EBITDA
Year 2 Earn Out Payment:
Up to +/-
$32.5 million. To achieve the maximum payment,
2009 EBITDA to exceed 150% of Governing EBITDA ($27.8
million). Earn out starts at 107% of Governing EBITDA


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North American Insurance Leaders, Inc.
Key Transaction Terms (continued)
Board Representation:
David Disiere
to nominate two members to the Board
Anticipated Closing:
By the end on the first quarter of 2008


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North American Insurance Leaders, Inc.
Deep South is a Leading Managing General Agency Focused on
Commercial Auto Insurance
Exceptional niche commercial auto insurance program
$224 million of premiums produced in 2006
Sells through over 2,000 retail agents principally across the Sunbelt
Concentrates on less competitive small account niche
Underwrites policies and administers claims for long term carrier partner
Value
added
loss
control
inspection
program
provides
incremental
fees
Unique, proactive claims handling focused on early settlement
Highly profitable commission and fee based revenue model
Average pro forma EBITDA margin of 27.2% over the past five years
Deep South management has identified potential cost savings
Profit commissions allow Deep South to share in underwriting results
Strong management team
David Disiere
committed for two years
Anticipate announcing a new Chief Executive Officer shortly


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North American Insurance Leaders, Inc.
Deep South has Excellent Growth Prospects
Strong historic growth
2002
2006 net revenue growth of 21.9%
Six-month 2007 net revenue growth of 16.8%
2002
2006 pro forma EBITDA growth of 18.9%
Well positioned for robust growth into medium term
Softening
rate
environment
favors
MGA
growth
as
many
carriers
turn
to
MGAs
for
incremental written premium
Outstanding platform for accelerated growth through:
New products (Gulf property initiative)
Geographic diversification (Florida, California)
Additional underwriting capacity from current and new carriers
Acquisitions in fragmented MGA market
Flexibility to convert to insurer at opportune point in insurance cycle


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North American Insurance Leaders, Inc.
Purchase Price Represents Attractive Valuation
Upfront consideration to pro forma EBITDA of 5.94x compares favorably to
comparable transactions
Negotiated transaction
not an auction process
(1) Excludes potential earn-out payments.
Source: Company documents and KBW estimates
Average EBITDA Acquisition Multiples for Selected Insurance Broker
and Insurance Service Company Transactions
7.2x
8.9x
9.2x
8.9x
3.0x
5.0x
7.0x
9.0x
11.0x
2004
2005
2006
2007
Initial purchase
price multiple
(1)
5.94x


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North American Insurance Leaders, Inc.
Deep South’s Growth and Margin Compare Favorably to
Publicly-Traded Peers
($ in millions)
Enterprise Value
LTM
EBITDA
Market
LTM
EBITDA
Price/Earnings
EPS Growth
EBITDA
Growth
Margin
Value (8/9/07)
Revenue
LTM
2007E
2008E
LTM
2007E
2008E
'07-08E
LT
Margin
'05-06
2006
Company
($mm)
(x)
(x)
(x)
(x)
(x)
(x)
(x)
(%)
(%)
(%)
(%)
(%)
Insurance Brokers
Brown & Brown Inc.
3,894
4.4
10.9
10.5
9.3
21.3
19.8
18.5
7.1
15.0
40.1
13.0
38.9
A.J. Gallagher & Co.
2,962
1.8
13.3
10.7
8.9
23.4
17.8
18.2
(2.3)
10.4
13.5
(4.2)
16.4
National Financial Partners
2,048
2.0
14.5
13.8
11.5
20.5
17.2
14.5
18.2
16.0
14.1
14.4
13.7
Hilb Rogal & Hobbs Co.
1,681
2.3
8.6
8.2
7.6
20.3
18.7
17.2
9.0
11.8
26.4
5.3
26.8
Median
2,505
2.2
12.1
10.6
9.1
20.9
18.2
17.7
8.1
13.4
20.3
9.1
21.6
Deep South
(1)
10.8
29.3
(1) Represents pro forma results. See slide 23 for pro forma adjustments.
Source: SNL Datasource, FactSet, KBW Research, Bloomberg, company press releases, earnings call transcripts and respective company SEC filings.


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North American Insurance Leaders, Inc.
Insiders Will Have Strong Incentive to Create Value
(1)
Based on treasury stock method at an assumed trust value per share as of December 31, 2007 of $8.00.  Assumes no redemption by NAO shareholders.
(2)
Assumes shares valued at $8.00.
Insiders will own approximately 30% of the pro forma company
Share Analysis
Fully Diluted
Ownership %
Amount (mm)
Amount
(1)
(mm)
Basic
Fully Diluted
(1)
Public Shares Outstanding
14.4
14.4
70.6%
58.5%
NAO Initial Holder Shares
3.6
3.6
17.6%
14.6%
Shares Issued to Deep South in Transaction
(2)
2.4
2.4
11.8%
9.8%
Total Shares
20.4
20.4
100.0%
82.9%
Total Warrants Outstanding
16.8
4.2
17.1%
Total Shares and Warrants Outstanding
37.1
24.6
100.0%


Overview of Deep South
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North American Insurance Leaders, Inc.
Overview of Deep South
Founded in 1967
Leading MGA focused on commercial auto insurance
Full service distributor of commercial insurance products
Operates in 24 states
Approximately 400 employees located in eleven offices
Products marketed through over 2,000 independent agents
$224 million of premium produced in 2006
Highly profitable with a pro forma EBITDA margin of 29.3% in 2006


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North American Insurance Leaders, Inc.
Program Profile
Full-service distributor providing underwriting, claims management and
administrative services
Specializes in the less competitive, small owner/operator market
segment
Average annual premium per policy of approximately $16,300
Loss ratio of 65% for the 2006/2007 treaty period
In 2006, approximately 64% of premium written on non-admitted paper
The non-admitted market provides more flexibility on rate and form
Praetorian, a group of insurance companies owned by QBE, provides risk-bearing
capacity to Deep South
Three year agreement executed in conjunction with the transaction
15% participation in underwriting results of the business going forward


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North American Insurance Leaders, Inc.
Geographic Footprint
Deep South currently produces business through nine regional offices and is in the
process of opening additional locations in Phoenix and Los Angeles 
Dallas, TX –
Corporate
Office
Little Rock, AR
Shreveport, LA
Cincinnati, OH
Nashville, TN
Atlanta, GA
Miami, FL
Denver, CO
Albuquerque, NM
Phoenix, AZ
Los Angeles, CA


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North American Insurance Leaders, Inc.
Lines of Business
2006 Direct Premiums Produced
$224 million
Inland marine
6%
Commercial auto
73%
General liability
20%
Commercial
property
1%


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North American Insurance Leaders, Inc.
Underwriting / Loss Control
Staff of over 50 underwriters
Nine regional offices staffed with an underwriting manager
Focus on local and intermediate usage vehicles
Less than 500 mile radius
Over 95% of commercial auto policies in 2006
Proprietary hybrid coding tool
Each account is inspected by a loss control engineer within 60 days of binding a
policy
Underwriters have the ability to cancel accounts post inspection
Non-refundable fee charged for inspection services


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North American Insurance Leaders, Inc.
Claims
Aggressive claims management, resulting in loss mitigation and cost containment
Quick strike team provides 24/7 on-site emergency response
Adjusters average approximately 75 cases, well below industry norms
Claims staff includes seven lawyers and three physicians
Special investigative unit to examine potential fraudulent claims
Claims management services billed to Praetorian on an hourly basis


Deep South Financial Review
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North American Insurance Leaders, Inc.
Financial Overview
Prudent top line growth
Focus on loss ratio
Incremental fee income through loss control inspection fees
Claims management fees billed on an hourly basis
Low expense base


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North American Insurance Leaders, Inc.
Significant Revenue Growth
% Growth
7.7%           12.8%        13.6%       25.6%     
14.7%          NA            12.8%  
$41.0
$46.2
$52.5
$65.9
$75.6
$32.5
$36.7
$0
$20
$40
$60
$80
2002
2003
2004
2005
2006
6M 2006
6M 2007
Note: Results include claims management operations.


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North American Insurance Leaders, Inc.
High Profit Margin
Deep South produced an average pro forma EBITDA margin (net of commissions
paid to retail agents) of 27.2% over the past five years
Note: Results include claims management operations.
29.9%
21.2%
25.6%
30.1%
29.3%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
2002
2003
2004
2005
2006


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North American Insurance Leaders, Inc.
Historical Financial Results
($ in thousands)
Year ended December 31,
2002
2003
2004
2005
2006
Gross Premiums Written
169,459
$
189,255
$
208,248
$
231,886
$
223,791
$
Revenues
Commissions
31,759
34,182
39,734
48,181
51,236
Loss control fees
5,698
7,490
8,767
9,979
9,962
Claims management fees
3,031
4,124
3,514
7,975
13,865
Investment income
181
100
158
198
511
Other
288
296
295
(456)
-
Total revenues
40,956
46,192
52,468
65,878
75,575
Expenses
Commission expense
17,007
18,787
20,777
22,975
22,648
Operating expense
16,806
22,327
24,716
31,988
37,833
Total expenses
33,813
41,114
45,492
54,963
60,482
EBITDA
7,143
5,077
6,975
10,915
15,093
EBITDA Margin (net revenues)
29.8%
18.5%
22.0%
25.4%
28.5%
Pro Forma EBITDA Adjustments
Corporate jet expense
(1)
-
728
1,080
1,506
2,789
One-time revenue item
(2)
-
-
-
-
(4,025)
Legal and professional fees
(1)
11
2
50
494
453
Total pro forma adjustments
11
730
1,130
1,999
(782)
Pro Forma EBITDA
7,154
5,808
8,105
12,914
14,311
Pro Forma EBITDA Margin (net revenues)
29.9%
21.2%
25.6%
30.1%
29.3%
(1) Non-GAAP measure. Represents expenses that will no longer be a part of the business going forward.
(2) Represents a one-time payment from Praetorian for claims services performed in prior years.


Summary
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North American Insurance Leaders, Inc.
Outlook and Opportunities
State expansion and new product offerings
Opening regional offices in Phoenix and Los Angeles in 2007
Coastal property book of business
Hire new underwriting teams
Trucking team from AIG hired in 2007
Potential to increase profit share participation


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North American Insurance Leaders, Inc.
Summary
Deep South has built a leading commercial lines managing general
agent
The company has produced attractive margins while maintaining underwriting
discipline
Transaction structured with proper incentives
Deep South management is confident about existing growth prospects
NAOs
expertise positions the company for growth through acquisition