EX-99.2 4 d259679dex992.htm INVESTOR PRESENTATION SLIDES Investor Presentation Slides
Alleghany Combination with
Transatlantic
November 21, 2011
Exhibit 99.2


1
Safe Harbor Disclosure
Cautionary Note Regarding Forward Looking Statements
In addition to historical information, this document contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended.  These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Alleghany
and Transatlantic operate and beliefs of and assumptions made by Alleghany and management and Transatlantic management, involve uncertainties that could significantly affect the financial results of
Alleghany or Transatlantic or the combined company.  Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are
intended to identify such forward-looking statements, which generally are not historical in nature.  Such forward-looking statements include, but are not limited to, statements about the benefits of the
transaction involving Alleghany and Transatlantic, including future financial and operating results, the combined company's plans, objectives, expectations and intentions. All statements that address
operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to creating value for stockholders, increasing capital and investments,
achieving diversification and returns with minimal integration risk, maintaining financial ratings, integrating our companies, providing stockholders with a more attractive currency, and the expected
timetable for completing the proposed transaction – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions
that are difficult to predict.  Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will
be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.  For example, these forward-looking statements
could be effected by factors including, without limitation, risks associated with the ability to consummate the merger and the timing of the closing of the merger; the ability to successfully integrate the
our operations and employees; the ability to realize anticipated benefits and synergies of the transaction; the potential impact of announcement of the transaction or consummation of the transaction on
relationships, including with employees, credit rating agencies, customers and competitors; the ability to retain key personnel; the ability to achieve targets for investment returns, revenues, and book
value per share; risks that the unsolicited exchange offer and consent solicitation commenced by Validus Holdings, Ltd. disrupt current plans and operation; changes in financial markets, interest rates
and foreign currency exchange rates; greater frequency or severity of unpredictable catastrophic events; negative rating agency actions; the adequacy of each party’s loss reserves; the cyclical nature of
the property and casualty insurance industry; and those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (“SEC”) by Alleghany and Transatlantic from
time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed reports on Form 10-K and 10-Q. Neither Alleghany nor Transatlantic undertakes any duty
to update any forward-looking statements contained in this press release.
Additional Information about the Proposed Transaction and Where to Find It
In connection with the proposed transaction, Alleghany intends to file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Alleghany and Transatlantic that also
constitutes a prospectus of Alleghany.  Transatlantic and Alleghany also plan to file other relevant documents with the SEC regarding the proposed transaction.  INVESTORS ARE URGED TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION.  You may obtain a free copy of the joint proxy statement/prospectus (if and when it becomes available) and other relevant documents filed by Alleghany
and Transatlantic with the SEC at the SEC’s website at www.sec.gov.  You may also obtain these documents by contacting Transatlantic’s Investor Relations department at Transatlantic Holdings, Inc.,
80 Pine Street, New York, New York 10005, or via e-mail at investor_relations@transre.com; or by contacting Alleghany at Alleghany Corporation, 7 Times Square Tower, New York, New York
10036.


2
Safe Harbor Disclosure
Alleghany and Transatlantic and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.  Information about Alleghany’s directors and executive officers is available in Alleghany’s proxy statement dated
March 17, 2011 for its 2011 Annual Meeting of Stockholders.  Information about Transatlantic’s directors and executive officers is available in Transatlantic’s proxy statement 
dated April 8, 2011 for its 2011 Annual Meeting of Stockholders.  Other information regarding the participants in the proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the merger 
when they become available.  Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. 
You may obtain free copies of these documents from Alleghany or Transatlantic using the sources indicated above.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. 
Additional Information about the Validus Exchange Offer
This communication is neither an offer to purchase nor the solicitation of an offer to sell any securities.  In response to the exchange offer commenced by Validus Holdings, Ltd.
("Validus"), Transatlantic has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC.  
available free of charge at the SEC’s website (www.sec.gov).  You may also obtain these documents by contacting Transatlantic’s Investor Relations department at Transatlantic
Holdings, Inc., 80 Pine Street, New York, New York 10005, or via e-mail at investor_relations@transre.com. 
Additional Information about the Validus Consent Solicitation
On November 3, 2011, Validus filed an amended preliminary consent solicitation statement with the SEC relating to Validus’s proposals to, among other things, remove seven of
Transatlantic’s directors and nominate three new directors to the Transatlantic Board.  Transatlantic has filed with the SEC a preliminary consent revocation statement on Schedule
Preliminary Revocation Statement, the definitive revocation statement, when it is available, and any other relevant documents for free at the SEC’s website (www.sec.gov).  You
may also obtain these documents for free by contacting Transatlantic’s Investor Relations department at Transatlantic Holdings, Inc., 80 Pine Street, New York, New York 10005, or
via e-mail at investor_relations@transre.com.
Transatlantic, Alleghany and their respective directors and executive officers may be deemed to be participants in a solicitation of Transatlantic’s stockholders in connection with the
Validus consent solicitation.  Information about Transatlantic’s directors and executive officers, and a description of their direct or indirect interests, by security holdings or
otherwise, is available in Transatlantic’s Preliminary Revocation Statement, which was filed with the SEC on September 20, 2011.  Information about Alleghany’s directors and
executive officers is available in Alleghany’s proxy statement dated March 17, 2011 for its 2011 Annual Meeting of Stockholders.
Investors
and
security
holders
are
urged
to
read
the
Solicitation/Recommendation
Statement
on
Schedule
14D-9
because
it
contains
important
information
about
the
Validus
exchange
offer.
All
documents,
when
filed,
will
be
14A
(the
“Preliminary
Revocation
Statement”)
in
connection
with
Validus’s
solicitation
of
written
consents.
Investors
and
security
holders
are
urged
to
read
the
Preliminary
Revocation
Statement
and
Transatlantic’s
definitive
consent
revocation
statement,
when
it
is
available,
because
they
contain
important
information.
Investors
can
get the 


3
Key Terms
Based on Alleghany share price of $314.26 as of November 18, 2011
(1)
Based on 57.384 million Transatlantic basic shares outstanding as of November 18, 2011
Transaction
Merger of Transatlantic into a wholly owned subsidiary of Alleghany
Stock portion is tax free
Stock / cash election subject to proration
Consideration
0.145 shares of Alleghany ($45.57) and $14.22 cash per Transatlantic share
Implied offer price of $59.79
Deal Value
Total deal value of $3,431mm
(1)
$816mm in cash
$2,615mm in stock
Pro Forma Ownership
51% by Alleghany stockholders
49% by Transatlantic stockholders
Board of Directors
11 members from Alleghany’s board and 3 from Transatlantic’s board
Management
Weston M. Hicks –
President & Chief Executive Officer of Alleghany
Joseph P. Brandon –
President of Alleghany Insurance Holdings LLC
Michael C. Sapnar –
President and CEO of Transatlantic
Robert F. Orlich –
Senior Advisor and Transatlantic Board member
Approvals
Stockholder approvals of both Alleghany and Transatlantic
Customary regulatory approvals
Investor Support
Transatlantic’s largest stockholder, Davis Selected Advisers, supports the transaction
Expected Closing
First quarter of 2012


4
Combination of Leading Specialty Franchises
Top 10 global reinsurer
Best-in-class D&O, E&O and medical
malpractice reinsurer
Leading property cat writer
Business
Distinctive total return investment
strategy
Premier excess & surplus lines insurer
Size and Ratings
Stockholders’
Equity: $2.8bn
Gross Premiums Written: $1.1bn
(1)
Financial Strength Rating of “A”
by
A.M. Best
(2)
Stockholders’
Equity: $4.3bn
Gross Premiums Written: $4.2bn
(1)
Financial Strength Rating of “A+”
by
S&P and “A”
by A.M. Best
(1)
Last twelve months as of September 30, 2011
(2)
For RSUI and Capitol Transamerica
Transatlantic
Alleghany
Complementary Strengths
Leader in specialty insurance
Investment expertise
Strong underwriting culture
Leader in specialty reinsurance
Global footprint
Strong underwriting culture
Leading franchise across specialty insurance and reinsurance
Increased breadth of distribution
Greater underwriting diversification
Improved financial strength and flexibility
Enhanced stockholder value creation opportunity


5
Alleghany—Profile
(299)
Less: Holding Company Debt
3,148
Sub-total Insurance and Investments
2,848
Total Equity Capital
1,183
Corporate Investments
1,966
Sub-total Insurance
247
Other Insurance Operations / Investments
309
Capitol Transamerica
1,410
RSUI
Book Value
($ in millions)
Leader in excess & surplus lines insurance
Low-risk specialty insurer focused on small
commercial and surety business
Pacific Comp, Homesite
Alleghany owns and manages operating subsidiaries and investments, anchored by a core position in P&C insurance
Founded in 1929 and headquartered in New York, NY
Total invested assets of $4.8bn
Principally value-oriented equity holdings
Note:  As of September 30, 2011


6
50.0
100.0
150.0
200.0
250.0
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
YTD
Alleghany—Corporate Philosophy
Source: FactSet, market data as of November 18, 2011
Focus on Book Value
per Share Growth
Long-term Conservative
Orientation
S&P 500
Alleghany BVPS
Alleghany Price
Semi-autonomous
Subsidiary Operating
Model
Alleghany has a demonstrated track record of creating long-term stockholder value
2000 – 9M11 CAGR (%)
Alleghany
Alleghany
BVPS
Price
S&P 500
8.8%
6.2%
(0.8)%


7
(1)
92.6%
83.0%
84.7%
90.1%
72.5%
71.3%
115.3%
90.2%
83.5%
98.8%
89.0%
85.7%
90.3%
81.7%
83.5%
98.8%
91.7%
88.8%
60.0%
70.0%
80.0%
90.0%
100.0%
110.0%
120.0%
2003
2004
2005
2006
2007
2008
2009
2010
9M11
Alleghany GAAP Combined Ratio versus Peer Average
(1)
Includes all current insurance operations
(2)
Peer group average includes Allied World, Arch Capital, AXIS Capital, HCC Insurance, Markel, RLI and W.R. Berkley
Alleghany—Superior Underwriting Performance
Alleghany Average
(1)
:
87.0%
Peer Group Average
(2)
:
89.8%
RSUI: consistent performer –
generated ~$1bn of underwriting profits since acquisition in July
2003
Capitol Transamerica: lower risk profile in specialty small commercial lines and surety
Alleghany   
Peer Group Average  


8
Alleghany
S&P 500
Difference
(%)
(%)
(% ppts)
2004
37.9
10.9
27.0
2005
35.3
4.9
30.3
2006
8.5
15.8
(7.3)
2007
19.2
5.5
13.7
2008
(31.4)
(37.0)
5.6
2009
29.3
26.5
2.9
2010
17.1
15.1
2.0
2011
(1)
3.5
1.3
2.2
Cumulative
159.4
32.0
127.4
Alleghany—Proven Investment Performance
Equity Portfolio Performance
(1)
Year to date as of October 31, 2011


9
Long Standing Presence in Key Markets
Top 10 global P&C reinsurer by premiums
24 locations with local underwriters
Provide customized products for many markets
Capital allocated to highest return geographies
Highly efficient low-cost operating platform
Transatlantic—Leading Global P&C Reinsurer
Top-10 Global P&C Reinsurer
Company
2010 P&C Reinsurance
Net Premiums Earned
($mm)
Munich Re
19,044
Berkshire Hathaway
(1)
9,682
Swiss Re
(
²
)
9,566
Hannover Re
(
³
)
7,238
SCOR
4,415
PartnerRe
(4)
4,033
Transatlantic
3,859
Everest Reinsurance
(5)
3,308
Axis Capital
1,741
XL
1,502
As of September 30, 2011:
Stockholders’
Equity: $4.3bn
Capital and Surplus: $4.0bn
LTM Net Premiums Written: $3.9bn
(1)
Reinsurance
premiums
include
results
for
Berkshire
Hathaway
Reinsurance
Group
and
General
Re;
excludes
life
businesses
for
these
entities
(2)
Swiss
Re
net
premiums
earned
estimated
based
on
insurance
mix
of
gross
premiums
earned
(3)
Hannover
Re
writes
direct
insurance
through
Inter
Hannover
based
in
London
and
Compass
Insurance
Ltd.
In
Johannesburg.
Data
on
premiums
not
available
for
these
operations
(4)
Excludes life reinsurance premiums
(5)
Includes premiums for U.S. Insurance segment
Source:Company filings; includes results from non-life segments


10
Med Malpractice
Claims Made
Other Liability
Claims Made
Transatlantic—Leader in Specialty Classes of Reinsurance
US Market Leader by Share and Reputation
(1)
Professional Liability
(2)
Flaspöhler Ranking:
Medical Malpractice
(2)
Flaspöhler Ranking:
(1)
Represents
Transatlantic’s
share
of
insurance
industry
premium
volume
ceded
to
non-affiliates.
Based
on
premiums
from
statutory filings
for
all
Med
Mal
and
Other Liability class writers
(2)
Based
on
annual.
2006,
2008
and
2010
based
on
Flaspöhler
Survey™
(Brokers
Evaluate
Reinsurers
/
Non-Life
/
U.S.).
2007
and
2009
based
on
Flaspöhler
Survey™
(Cedants Evaluate Reinsurers / Non-Life / U.S.)
(3)
Ranked #1 in 2011 YTD for both Professional Liability and Medical Malpractice
#1
#2
#1
#1
#1
#1
#1
#2
#1
#1
18.7%
24.7%
28.6%
28.1%
26.1%
9.7%
9.6%
12.3%
14.8%
16.3%
2006
2007
2008
2009
2010³


11
PMLs as % of Stockholders’ Equity
Transatlantic—Strong Catastrophe Risk Management
Comprehensive approach to catastrophe risk
management
Modeled loss: Current after-tax
1-in-250 year event losses are below 20% of
stockholders’
equity
Limit loss: Fixed notional caps established as %
of surplus for stressed scenarios (e.g., highly
destructive storm paths)
Never sold out of an investment position in order to
pay a claim
Longevity: survived and thrived for more than 30
years through several cataclysmic events
Catastrophe Loss –
% Property Premiums
(1)
PML as % of Stockholders’
Equity
A balanced approach to catastrophe risk
Source: SNL Financial, company filings, press releases and transcripts
Notes:
(1)
Cumulative cat losses for 2008 through Q2 2011 as a percentage of cumulative NPE from non-life operations for 2008 through Q2 2011.
(2)
Includes both Max Capital and Harbor Point prior to merger.
13.4%
15.2%
8.0%
10.7%
8.4%
16.1%
Florida Wind
Japan Wind
Japan
Earthquake
Europe Wind
Northeast U.S.
Wind
California
Earthquake
13.4%
15.2%
8.0%
10.7%
8.4%
16.1%
Florida Wind
Japan Wind
Japan
Earthquake
Europe Wind
Northeast U.S.
Wind
California
Earthquake
24.2%
23.3%
19.8%
15.7%
14.9%
12.8%
10.5%
10.0%
9.9%
7.1%
6.3%
6.0%
4.5%
3.1%
RNR
MRH
PTP
VR
PRE
AXS
AHL
RE
ALTE¹
ENH
TRH
ACGL
XL
ACE
(2)


12
$5.95
$25.22
$28.47
$28.26
$31.03
$36.24
$39.30
$38.60
$44.80
$50.56
$48.19
$60.77
$68.83
$69.67
$2.28
$2.62
$2.99
$3.43
$3.94
$4.53
$5.23
$6.01
$6.83
$7.47
$0.02
$1.39
$1.67
$1.97
3/31/1990
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
9/30/2011
BVPS
Accumulated Dividends
$26.61
$30.14
$30.23
$38.86
$42.29
$42.03
$48.74
$55.09
$53.42
$66.78
$75.66
$77.13
$5.97
$33.31
Transatlantic—Consistent and Long-Term Book Value
Creation
Note:
Book value and dividends adjusted for stock splits. Based on basic shares. dividends are accounted for from payment date


13
Combination with Alleghany
Capital Management
Meaningful combined excess capital with modest financial leverage
Structural Flexibility
Ability to redeploy capital across insurance platforms
Insurance Operations
Premier excess and surplus lines business
EU Passport
Financial capacity to complete initiative underway
Ratings
Transatlantic ratings expected to be maintained
Scale
$7.2bn of pro forma total capital
Expense Synergies
Already one of the most efficient operating platforms and ability to eliminate public company costs
Specialty Focus
Over 60% specialty premiums
Integration Risk
Maintain franchise and brand; limited integration risk
Opportunity for meaningful stockholder value creation
Strategic Objectives for Transatlantic


14
Diversified Operating Portfolio
NPW: $4.6bn
By Risk Class
Source: SNL Financial, Company filings, financials as of 2010
(1)     Short-tail casualty includes accident and health, ocean marine, and surety and credit
By Product
By Geography
NPW: $4.6bn
Insurance: 16%
Reinsurance: 84%
The
combination
provides
a
diversified
pool
of
underwriting
risk
by
product,
geography
and
risk
class
through a shared focus on underwriting discipline
GPW: $5.2bn
Reinsurance  
(Short-tail 
Casualty) ¹ 
20%
Insurance 
(Casualty) 
10%
Reinsurance   
(Long-tail 
Casualty)  
40%
Reinsurance  
(Property) 
25%
Insurance  
(Property) 
6%
Domestic 
58%
International
42%
Property
Non-Catastrophe
17%
Specialty
Reinsurance
40%
Specialty
Insurance
21%
Property
Catastrophe
9%
Traditional
Casualty
13%


15
Strong Combined Balance Sheet 
7% accretive to BVPS to Alleghany
Conservative financial leverage
Increased investment float
Note: As of September 30, 2011
(1)
Alleghany standalone adjusted for $44mm share repurchase in 4Q'11; Transatlantic adjusted for $220mm share repurchase in 4Q'11 (as of November 18, 2011)
(2)
Includes
Transatlantic's
break-up
fee
and
transaction
costs,
Alleghany's
transaction
costs
and
cash
consideration
(3)
Transatlantic's
adjusted
book
value
(as
described
in
Note
1)
adjusted
for
goodwill
and
intangibles
of
$9.5mm
($mm, unless otherwise noted)
Alleghany
Transatlantic
Pro Forma
Cash and Investments
(1) (2)
4,760
13,682
17,484
Debt
299
1,006
1,305
Stockholders' Equity
(2) (3)
2,804
4,075
5,911
Total Capital
3,103
5,081
7,216
Book Value per Share
$327.86
$71.01
$350.34
Total Debt / Capital
9.6%
19.8%
18.1%
Investments per Share
$556.61
$238.42
$1,036.25
Investments Leverage
1.7x
3.4x
3.0x


16
A Winning Combination
Leading franchise across specialty insurance and reinsurance
Combines disciplined underwriting with successful investing
More diversified pool of underwriting risk, by product and geography
Increased breadth of distribution
Strong and deep management team
Cultural fit expected to minimize integration risks
Flexibility to allocate capital to highest risk-adjusted return opportunities, including
Insurance, Reinsurance, Investments and Capital Management