EX-99.(C)(V) 9 tm2420342d8_ex99-cv.htm EXHIBIT 99.(C)(V)

Exhibit (c)(v)


	STRICTLY PRIVATE & CONFIDENTIAL	DRAFT - CONFIDENTIAL

		INVESTMENT BANKING

Project Elk

Discussion Materials

Goldman Sachs & Co. LLC

April 10, 2024

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		DRAFT - CONFIDENTIAL

	Disclaimer	INVESTMENT BANKING

These materials have been prepared and are provided by Goldman Sachs on a confidential basis solely for the information and assistance of the Board of Directors and senior management of Elk (the "Company") in connection with their consideration of the matters referred to herein. These materials and Goldman Sachs’ presentation relating to these materials (the “Confidential Information”) may not be disclosed to any third party or circulated or referred to publicly or used for or relied upon for any other purpose without the prior written consent of Goldman Sachs. The Confidential Information was not prepared with a view to public disclosure or to conform to any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and Goldman Sachs does not take any responsibility for the use of the Confidential Information by persons other than those set forth above. Notwithstanding anything in this Confidential Information to the contrary, the Company may disclose to any person the US federal income and state income tax treatment and tax structure of any transaction described herein and all materials of any kind (including tax opinions and other tax analyses) that are provided to the Company relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind. The Confidential Information has been prepared by the Investment Banking Division of Goldman Sachs and is not a product of its research department.

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		DRAFT - CONFIDENTIAL

	Overview of Stork Proposals Key Terms	INVESTMENT BANKING

	Original Proposal (24-Mar-2024)	Revised Proposal (07-Apr-2024)	Revised Proposal (09-Apr-2024)
Aggregate Consideration¹	$4.948bn (stated) $327 per share (Stork-implied)	$5.100bn (stated) $336.62 per share (implied)	$5.121bn (implied) $338 per share (stated)²


Pre-Closing Dividend	$750mm	$500mm	$500mm


Advisors	n      Hired Simpson Thacher (M&A), Willkie Farr & Gallagher (regulatory), Cleary Gottlieb Steen & Hamilton (funds) as legal advisors, Oliver Wyman as actuarial advisor, and EY and KPMG as accounting / tax advisors n      Yet to finalize financial advisor(s)	n      Hired JP Morgan and Ardea as financial advisors, Simpson Thacher (M&A), Willkie Farr & Gallagher (regulatory), Cleary Gottlieb Steen & Hamilton (funds) as legal advisors, Oliver Wyman as actuarial advisor, and EY and KPMG as accounting / tax advisors	n      No changes relative to 07-Apr-2024 proposal


Exclusivity	n      N/A	n      Request to engage in exclusivity through 09-May-2024	n      No changes relative to 07-Apr-2024 proposal


Go Shop / Termination Fee	n      N/A	n      Request no go-shop provision	n      Go shop limited to 25 days n      Termination fee of $102mm (2% of total consideration)


Due Diligence	n      Confirmatory in nature only given significant due diligence completed when making initial investment in Elk n      Key areas include refresh of reserve adequacy analysis, review of latest asset tape, marks of illiquid and semi-liquid assets, reinsurance trust investment guidelines, quality of earnings review, and customary financial / operational / accounting / tax / legal / regulatory due diligence	n      Additional diligence areas: —     Review ability of Elk’s plan around a $500mm capital distribution in 2024 —     Engage with BMA and Rating Agencies with respect to the ability to distribute capital to shareholders before the closing of the transaction	n      No changes relative to 07-Apr-2024 proposal

Source: Stork IOI submitted on 24-Mar-2024, Stork Revised IOI submitted on 07-Apr-2024, Stork Revised IOI submitted on 09-Apr-2024.

¹Inclusive of pre-closing dividend. ² Per share price dependent on 15.152mm share count and could adjust with change in share count.


		DRAFT - CONFIDENTIAL

	Overview of Stork Proposals Premiums and Multiples \| ($ in millions, except per share data)	INVESTMENT BANKING

	Analysis at Various Prices
Consideration Paid by Stork			$ 4,198	$ 4,600		$ 4,621
Consideration Paid by Stork			$ 4,198	$ 4,600		$ 4,621
Pre-Closing Dividend			750	500		500
Total Equity Purchase Price			$ 4,948	$ 5,100		$ 5,121
Implied Purchase Price Per Share¹			$ 326.83	$ 336.62		$ 338.00
							Reference Valuation
				Multiple			Peer Trading Comparables
			Original Bid	Revised Bid	Revised Bid		Traditional	Other
			Price	Price		Price	Bermuda	Bermuda	Precedent
Metric	Value	Current	(24-Mar-24)	(07-Apr-24)		(09-Apr-24)	Reinsurers²	Reinsurers³	Transactions
Implied Purchase Premiums
Day Before Stork Original Letter (22-Mar-2024)	$ 292.50	-	11.7 %	15.1 %	15.6 %
Current Share Price (09-Apr-2024)	292.17	-	11.9	15.2	15.7
All-Time-High (28-Mar-2024)	310.76		5.2	8.3	8.8
52-Week-High (28-Mar-2024)	310.76	-	5.2	8.3	8.8
52-Week-Low (20-Oct-2023)	232.05	-	40.8	45.1	45.7
30-Day VWAP	298.91	-	9.3	12.6	13.1
60-Day VWAP	294.11	-	11.1	14.5	14.9
90-Day VWAP	285.99	-	14.3	17.7	18.2
VWAP Since Stork Investment (08-Nov-2023)	284.13	-	15.0	18.5	19.0
Implied Price / Book Value Multiples
YE 2023 Book Value (incl. AOCI)	$ 5,025	0.87 x	0.98 x	1.01 x		1.02 x	1.20 x	0.78 x	1.09 x
YE 2023 Book Value (excl. AOCI)	5,361	0.81	0.92	0.95	0.96		1.11	0.78	1.18
YE 2023 Book Value (Management Adjusted)⁴	5,391	0.81	0.92	0.95	0.95		-	-	-
Q1'24 Preliminary Book Value (incl. AOCI)	5,092	0.86	0.97	1.00	1.01		-	-	-
Q1'24 Preliminary Book Value (excl. AOCI)	5,459	0.80	0.91	0.93	0.94		-	-	-
Implied Price / Tangible Book Value Multiples
YE 2023 Tangible Book Value (incl. AOCI)	$ 4,962	0.88 x	1.00 x	1.03 x		1.03 x	1.23 x	0.78 x	1.11 x
YE 2023 Tangible Book Value (excl. AOCI)	5,298	0.82	0.93	0.96	0.97		1.15	0.78	-
YE 2023 Tangible Book Value (Management Adjusted)⁴	5,328	0.82	0.93	0.96	0.96		-	-	-
Implied Price / Management Projected Earnings Multiples
2024E Earnings - Per Management	$ 659	6.6 x	7.5 x	7.7 x		7.8 x	6.1 x	6.6 x	-
2025E Earnings - Per Management	572	7.6	8.7	8.9	9.0		5.7	7.0	-

Source: Elk Management preliminary projections, FactSet as of 09-Apr-2024, Company filings. ¹ Based on Elk computed diluted shares outstanding inclusive of ordinary shares, non-voting ordinary shares, RSUs, PSUs and JSOP shares as of Q1’24. Analysis accounts for share count dilution applied to valuation range. ² Traditional Bermuda Reinsurers include Everest Re, RenaissanceRe, Axis Capital, and Fidelis. ³Other Bermuda Reinsurers include Hamilton, Greenlight Re and SiriusPoint. ⁴ Adjusted for net realized and unrealized gains / (losses) on fixed maturities available for sale, fixed maturities trading, and funds held, change in fair value of insurance contracts, and amortization of fair value adjustments.


		DRAFT - CONFIDENTIAL

	Detailed Equity Capitalization and Share Count Table	INVESTMENT BANKING

Security Type

Q1'24 Change of

Control

Q1'24 Standalone

YE 2023 Standalone

Voting Ordinary Shares

14.631

Restricted Stock Units

0.154

Performance Stock Units

0.095

0.351

0.292

Director Share Units

0.051

Joint Share Ownership Plan (Treasury Stock Method)

0.221

Fully Diluted Shares Outstanding

15.152

14.982

14.923

Source: Elk management, company filings as of YE 2023. Note: Based on Stork’s stated offer price of $338 per share.