EXHIBIT 10.35
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INVESTMENT AGREEMENT
BY AND AMONG
PLATINUM UNDERWRITERS HOLDINGS, LTD.,
THE ST. XXXX COMPANIES, INC.,
AND
RENAISSANCERE HOLDINGS, LTD.
DATED AS OF SEPTEMBER 20, 2002
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TABLE OF CONTENTS
1. Purchase and Sale of Shares ................................................ 2
1.1 Sale and Issuance of Shares .................................. 2
1.2 Purchase Price ............................................... 2
1.3 The Closing .................................................. 3
1.4 Subsequent Exercise of Over-Allotment Option in the IPO ...... 3
2. Representations and Warranties of the Company .............................. 3
3. Representations and Warranties of St. Xxxx ................................. 7
4. Representations and Warranties of the Purchaser ............................ 8
5. Conditions to the Purchaser's Obligation at Closing ........................ 10
5.1 Representations and Warranties ............................... 10
5.2 RenRe Agreements ............................................. 11
5.3 Opinions ..................................................... 11
5.4 Initial Public Offering of Common Shares and Units ........... 11
5.5 Formation Agreement .......................................... 11
5.6 Prospectus ................................................... 11
5.7 Amendments to Quota Share Agreements ......................... 11
6. Conditions to the Company's Obligations at Closing ......................... 11
6.1 Representations and Warranties ............................... 11
6.2 RenRe Agreements ............................................. 12
6.3 Initial Public Offering of Common Shares and Units ........... 12
7. Board of Directors ......................................................... 12
7.1 Nomination of Directors ...................................... 12
7.2 Resignations ................................................. 13
7.3 Board ........................................................ 14
7.4 Non Assignability ............................................ 14
7.5 Purchaser Confidentiality .................................... 14
7.6 Company Confidentiality ...................................... 16
7.7 Specific Performance ......................................... 16
8. Legend ..................................................................... 17
9. Termination ................................................................ 17
9.1 Grounds for Termination ...................................... 17
9.2 Effect of Termination ........................................ 18
10. Miscellaneous .............................................................. 18
10.1 Survival ..................................................... 18
10.2 Mutual Covenants ............................................. 18
10.3 Expenses ..................................................... 18
10.4 Entire Agreement ............................................. 19
10.5 Severability ................................................. 19
10.6 Liability .................................................... 19
10.7 Notices ...................................................... 20
10.8 Governing Law, etc ........................................... 21
10.9 Jurisdiction ................................................. 21
10.10 Waiver of Jury Trial ......................................... 21
(i)
10.11 Captions ...................................................... 21
10.12 Public Announcements .......................................... 22
10.13 Indemnity ..................................................... 22
10.14 Recovery from Company Directors and Officers .................. 23
10.15 No Limited on Rights of Parties to Compete .................... 23
Exhibit A Transfer Restrictions, Registration Rights and Standstill Agreement .. E-A-1
Exhibit B Option Agreement ..................................................... E-B-1
Exhibit C Services and Capacity Reservation Agreement .......................... E-C-1
Exhibit D Draft of Amendment No. 6 to Registration Statement ................... E-D-1
Exhibit E Formation Agreement Amendment ........................................ E-E-1
Exhibit F Quota Share Agreement Amendments ..................................... E-F-1
Schedule 2.7 Platinum Governmental Consents
Schedule 2.12 Intercompany Agreements
Schedule 3.3 St. Xxxx Governmental Consents
Schedule 4.4 RenRe Governmental Consents
Schedule 9.1 Termination
(ii)
INVESTMENT AGREEMENT
THIS INVESTMENT AGREEMENT (this "Agreement") is made as of the 20th day of
September, 2002, by and among Platinum Underwriters Holdings, Ltd., a Bermuda
company (the "Company"), The St. Xxxx Companies, Inc., a Minnesota corporation
("St. Xxxx") and RenaissanceRe Holdings, Ltd., a Bermuda company (the
"Purchaser").
WHEREAS, the Company plans to conduct an initial public offering (the
"IPO") of its common shares, par value $0.01 per share (the "Common Shares"),
and a concurrent initial public offering of its equity security units (the
"ESUs"), each unit initially consisting of a contract to purchase Common Shares
from the Company on a date to be specified in 2005 and a 1/40 or 2.5% ownership
interest in a senior note of Platinum Underwriters Finance, Inc., an indirect
subsidiary of the Company, due on a date to be specified in 2007, in connection
with the Formation and Separation Agreement, to be entered into prior to the
date of completion of the IPO, between the Company and St. Xxxx (the "Formation
Agreement"); capitalized terms used but not defined herein have the meanings
ascribed thereto in the Formation Agreement;
WHEREAS, the Company wishes (i) to sell to the Purchaser, and the
Purchaser wishes to purchase from the Company, the number of Common Shares set
forth in this Agreement at the time of delivery of the Firm Public Offering
Shares, (ii) to sell to the Purchaser the number of Optional RenRe Shares (as
defined herein) as the Purchaser may specify pursuant to this Agreement at the
time of delivery (if any) of the Optional Public Offering Shares and (iii) to
grant to the Purchaser an option to purchase up to an additional 2,500,000
Common Shares (the "RenRe Option") pursuant to an option agreement in the form
attached hereto as Exhibit B (the "RenRe Option Agreement");
WHEREAS, the Company and the Purchaser wish to enter into a business
relationship and to document the terms thereof;
WHEREAS, in connection with the sale of Common Shares and of the RenRe
Option to the Purchaser hereunder, the Company has prepared a private placement
offering memorandum dated the date hereof (as amended or supplemented prior to
the closing of the purchase of the Common Shares and the RenRe Option, the
"Offering Memorandum") including a description of the Common Shares and the
RenRe Option, and a description of the Company; and
WHEREAS, the Company, St. Xxxx and the Purchaser have agreed that this
Agreement, together with the Transfer Restrictions, Registration Rights and
Standstill Agreement relating to the Shares attached as Exhibit A (the
"Standstill Agreement"), the RenRe Option Agreement attached as Exhibit B, the
Services and Capacity Reservation Agreement (the "Services Agreement") attached
as Exhibit C (the Standstill Agreement, the RenRe Option Agreement and the
Services Agreement, collectively, the "RenRe Agreements"), the other exhibits
and schedules hereto and the Confidentiality Agreement (as defined herein),
shall constitute the entire understanding and agreement among the Company, St.
Xxxx and the Purchaser with regard to the subject matter hereof;
NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:
1. Purchase and Sale of Shares.
1.1 Sale and Issuance of Shares.
(a) Subject to the terms and conditions of this Agreement, the
Company agrees to sell to the Purchaser, and the Purchaser agrees to
purchase from the Company, in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended (the "Act"), at the
time of the delivery of the Firm Public Offering Shares (as defined in the
Formation Agreement), (i) 3,960,000 Common Shares (the "Firm RenRe
Shares"), which Common Shares shall equal 9.9% of the sum of the
outstanding Firm Public Offering Shares, Firm St. Xxxx Shares and Firm
RenRe Shares, and (ii) and the RenRe Option;
(b) in the event of any exercise of the Over-Allotment Option
by the underwriters in the underwriters' discretion in whole or in part,
subject to the terms and conditions of this Agreement, the Company agrees
to sell to the Purchaser, in a transaction exempt from the registration
requirements of the Act, at the time of delivery of the Optional Public
Offering Shares, an additional number of Common Shares (the "Optional
RenRe Shares", and together with the Firm RenRe Shares, the "Shares") to
be determined in the Purchaser's discretion and notice thereof to be
provided to the Company by the Purchaser at a reasonable time prior to the
closing of the sale of the Optional Public Offering Shares, but not to
exceed the lesser of (i) the number of Common Shares required for the
Purchaser to retain a 9.9% ownership interest in the Company, and (ii)
594,000 Common Shares (which is the maximum number of additional Common
Shares that may be necessary for Purchaser to retain its 9.9% ownership of
the sum of the outstanding Firm Public Offering Shares, Optional Public
Offering Shares, Firm St. Xxxx Shares, Optional St. Xxxx Shares, Firm
RenRe Shares and Optional RenRe Shares).
(c) The parties hereto shall conduct the IPO, the ESU
Offering, the St. Xxxx Investment and the sale of the Common Shares
hereunder in accordance with the terms (including amounts invested, price
per share, percentage ownership, and valuations) set forth in the schedule
transmitted electronically by the Chief Financial Officer of the Purchaser
to representatives of St. Xxxx and the Company at approximately 3:00 p.m.
on September 18, 2002 (which schedule sets forth a minimum and maximum
price per share and other financial terms based upon the price per share),
with such changes thereto as the parties shall otherwise agree.
1.2 Purchase Price.
(a) The aggregate purchase price for the Firm RenRe Shares and
the RenRe Option shall be equal to the product of (i) the "Initial Public
Offering Price" less the "Underwriting Discount" for one Common Share
specified on the front cover page of the final prospectus with respect to
the IPO of the Common Shares multiplied by (ii) the number of Firm RenRe
Shares being sold to the Purchaser.
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(b) The aggregate purchase price for the Optional RenRe Shares
shall be equal to the product of (i) the "Initial Public Offering Price"
less the "Underwriting Discount" for one Common Share specified on the
front cover page of the final prospectus with respect to the IPO of the
Common Shares (such per share price to be equal to the Firm Per Share
RenRe Price) multiplied by (ii) the number of Optional RenRe Shares being
sold to the Purchaser.
1.3 The Closing. The closing (the "Closing") of the purchase and
sale of the Firm RenRe Shares (and if the Over-Allotment Option is
exercised prior to the Closing, the Optional RenRe Shares) shall be held
at the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, simultaneously with the initial closing of the IPO. At the
Closing, the Company will deliver certificates for the Shares registered
in the name of the Purchaser (or such Person or Persons as the Purchaser
shall designate by written notice at least five days prior to the Closing,
provided that any such Person is a foreign corporation within the meaning
of Section 7701(a)(3) and (5) of the Code (a "Foreign Corporation")
substantially all of the capital stock of which is directly or indirectly
owned by the Purchaser, is a Qualified Institutional Buyer (as such term
is defined in Rule 144A under the Act) and enters into a Standstill
Agreement in the form of Exhibit A) against payment of the purchase price
therefor by wire transfer in immediately available funds to an account or
accounts outside the United States of America specified by the Company.
1.4 Subsequent Exercise of Over-Allotment Option in the IPO. (a) if
the underwriters in the IPO exercise their Over-Allotment Option at any
time after the closing date of the IPO, a second closing will be held at
the offices of Xxxxxxxx & Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx,
simultaneously with the second closing of the IPO (the "Second Closing").
(b) At the Second Closing, the Company will deliver
certificates for the Optional RenRe Shares registered in the name of the
Purchaser (or such Person or Persons as the Purchaser shall designate by
written notice at least five days prior to the Second Closing, provided
that any such Person is a Foreign Corporation substantially all of the
capital stock of which is directly or indirectly owned by the Purchaser,
is a Qualified Institutional Buyer (as such term is defined in Rule 144A
under the Act) and enters into a Standstill Agreement in the form of
Exhibit A) against payment of the purchase price therefor by wire transfer
in immediately available funds to an account or accounts specified by the
Company outside the United States of America.
2. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Purchaser that:
2.1 The Offering Memorandum, as of the date hereof did not contain,
and as of the Closing and the Second Closing (if any) will not contain, an
untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading;
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2.2 The Company has been duly organized and is validly existing as a
company in good standing under the laws of Bermuda, with corporate power
and authority to own its properties and conduct its business as described
in the Offering Memorandum, and has been duly qualified as a foreign
company for the transaction of business and is in good standing under the
laws of each other jurisdiction in which it owns or leases properties or
conducts any business so as to require such qualification, or is subject
to no material liability or disability by reason of the failure to be so
qualified in any such jurisdiction; each subsidiary of the Company has
been duly organized and is validly existing as a corporation or a company
in good standing under the laws of its jurisdiction of organization, with
corporate power and authority to own its properties and conduct its
business as described in the Offering Memorandum, and has been duly
qualified as a foreign corporation or company for the transaction of
business and is in good standing under the laws of each jurisdiction in
which it owns or leases properties or conducts any business, or will own
or lease property or conduct business at the Closing, so as to require
such qualification, or is subject to no material liability or disability
by reason of the failure to be so qualified in any such jurisdiction;
2.3 The Company is duly authorized to execute, deliver and perform
this Agreement and the RenRe Agreements; this Agreement has been duly
authorized, executed and delivered by the Company and each of the RenRe
Agreements has been duly authorized by the Company and, assuming that the
parties to this Agreement and the RenRe Agreements other than the Company
have the power and authority to enter into and perform such agreements and
that such agreements have been duly authorized, executed and delivered by
such parties and are valid, legal and binding agreements of such parties,
enforceable against such parties in accordance with their terms, this
Agreement is, and the RenRe Agreements, when executed and delivered will
be, valid and binding agreements of the Company, enforceable against the
Company in accordance with its or their terms except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium, or other laws now or hereafter in effect affecting creditors'
rights generally, (ii) the enforceability thereof is subject to the
general principles of equity (whether such enforceability is considered in
a proceeding in equity or at law) and (iii) no representation or warranty
is made with respect to the enforceability of indemnification and
contribution provisions relating to violations under the Act contained in
the Standstill Agreement;
2.4 The Company has an authorized capitalization as set forth in the
Offering Memorandum, and all of the issued shares of capital stock of the
Company have been duly authorized and validly issued, are fully paid and
non-assessable and conform in all material respects to the description of
the capital stock contained in the Offering Memorandum; all of the issued
shares of capital stock of each subsidiary of the Company have been duly
authorized and validly issued, are fully paid and non-assessable and will
be owned directly or indirectly by the Company at the Closing, free and
clear of all liens, encumbrances, equities or claims; except as described
in the RenRe Option Agreement and in the Offering Memorandum under the
captions "Certain Relationships and Related Transactions--Formation and
Separation Agreement--Pre-Emptive Rights", "Certain Relationships and
Related Transactions--Option Agreement" and "Description of the Equity
Security Units", the holders of outstanding shares of capital stock of the
Company
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are not entitled to pre-emptive or other rights to acquire the Shares;
there are no outstanding securities convertible into or exchangeable for,
or warrants, rights or options to purchase from the Company, or
obligations of the Company to issue, Common Shares or any other class of
capital stock of the Company (except as set forth in the Offering
Memorandum under the captions "Management", "St. Xxxx Investment and
Principal Shareholders", "Certain Relationships and Related
Transactions--Option Agreement", "Description of the Equity Security
Units" and "Underwriting"); there are no restrictions on subsequent
transfers of the Shares under the laws of Bermuda or the United States
(other than, pursuant to the securities laws of the United States, by
affiliates of the Company and other than as described in the Offering
Memorandum under the caption "Description of Our Common Shares"); and no
party has the right to require the Company to register securities except
as disclosed in the Offering Memorandum;
2.5 All of (i) the Shares to be issued and sold by the Company to
the Purchaser hereunder, (ii) the Common Shares issuable upon exercise of
the RenRe Option, (iii) the Common Shares to be issued and sold by the
Company in the IPO (the "IPO Shares") and (iv) the St. Xxxx Shares have
been duly authorized and, when issued and delivered against payment
therefor as provided herein and therein, will be validly issued and fully
paid and non-assessable and will conform in all material respects to the
description of the Common Shares contained in the Offering Memorandum;
2.6 The issue and sale of the IPO Shares, the ESUs, the RenRe Option
and the St. Xxxx Shares by the Company, the issuance of the Common Shares
of the Company upon exercise of the RenRe Option, and the compliance by
the Company with all of the provisions of this Agreement and the RenRe
Agreements will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, or give
rise to a right of termination under (i) the memorandum of association or
bye-laws or other organizational document of the Company or any of its
subsidiaries, (ii) any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company or any of its
subsidiaries is a party or by which the Company or any of its subsidiaries
is bound or to which any of the properties or assets of the Company or any
of its subsidiaries is subject, or (iii) any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction
over the Company or any of its subsidiaries or any of their properties,
except, in the case of clause (ii) or (iii), as would not, individually or
in the aggregate, have a material adverse effect on the consolidated
financial position, shareholders' equity or results of operations of the
Company and its subsidiaries (taken as a whole) following the Closing, or
affect the due authorization and valid issuance of the IPO Shares, the
Shares, the ESUs, the RenRe Option or the St. Xxxx Investment Shares;
2.7 Neither the Company nor any of its subsidiaries is in violation
of its memorandum of association or bye-laws or other organizational
documents or in default in the performance or observance of any material
obligation, agreement, covenant or condition contained in any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or
instrument to which it is a party or by which it or any of its properties
may be bound; and, except as set forth on Schedule 2.7, no consents,
approvals, authorizations, orders, registrations or qualifications of or
with any court or governmental
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agency or body having jurisdiction over the Company is required for the
execution, delivery or performance by the Company of this Agreement or the
RenRe Agreements;
2.8 No stamp or other issuance or transfer taxes or duties and no
capital gains, income, withholding or other taxes are payable by or on
behalf of the Purchaser to Bermuda or any political subdivision or taxing
authority thereof or therein in connection with the sale and delivery by
the Company of the Shares or the RenRe Option to or for the account of the
Purchaser; and no registration, documentary, recording, transfer or other
similar tax, fee or charge by any Bermuda government authority is payable
in connection with the execution, delivery, filing, registration or
performance of this Agreement;
2.9 Assuming the accuracy of the representations and warranties set
forth in Sections 4.5 through 4.9, the offer, sale and issuance of the
Shares and the RenRe Option to be issued in conformity with the terms of
this Agreement and the issuance of the Common Shares to be issued upon
exercise of the RenRe Option constitute transactions exempt from the
registration requirements of Section 5 of the Act and in compliance with
all applicable securities laws of the United States and each of the states
whose laws govern the issuance of any Shares or the RenRe Option;
2.10 The sale of the Shares, the RenRe Option and any Common Shares
issuable upon exercise of the RenRe Option will not be registered under
any U.S. federal or state securities law, and the Shares and the RenRe
Option will be offered and sold in reliance upon the exemptions from
registration provided by the no-action letters regarding Black Box
Incorporated (publicly available June 26, 1990) and Squadron, Ellenoff,
Plesent & Xxxxxx (publicly available February 28, 1992) (the "Black Box
No-Action Relief"), and applicable exemptions under state securities laws.
In this connection, the Company represents that it is familiar with the
Black Box No-Action Relief;
2.11 Assuming the Purchaser has the requisite power and authority to
be the lawful owner of the Shares, upon issuance and delivery to the
Purchaser or its designee at the Closing or the Second Closing of
certificates representing the Firm RenRe Shares and the Optional RenRe
Shares, as applicable, good and marketable title to such Shares will pass
to the Purchaser or its designee free and clear of any liens or
encumbrances;
2. 12 The Company has made available to the Purchaser or its
representatives copies of the current drafts as set forth on Schedule 2.12
of each agreement between the Company and St. Xxxx or any of their
respective affiliates contemplated by the Formation Agreement, and each
agreement executed by such parties will not contain any material changes
from the draft agreement previously made available to the Purchaser or its
representatives (excluding changes contemplated by Exhibit F hereto), and
no additional agreements shall have been entered into between any of such
parties after the date of this Agreement, in each case except for material
changes or new such agreements approved by the Purchaser, and provided,
further that it is understood that a security arrangement in favor of St.
Xxxx Reinsurance Company Limited will be implemented by Platinum Re (UK)
Limited, such arrangement to be similar to the trust agreements referenced
in items
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19 and 20 of Schedule 2.12 (with appropriate changes in light of
applicable United Kingdom requirements and practice).
2.13 The certificate of the Chief Executive Officer of the Company
delivered pursuant to the second sentence of Section 5.1 shall be deemed a
representation and warranty by the Company to the Purchaser as to the
matters covered thereby; and
2.14 Except for the representations and warranties contained in this
Agreement and the RenRe Agreements and the disclosure set forth in the
Offering Memorandum, neither the Company nor any other Person makes any
express or implied representation or warranty on behalf of or with respect
to the Company or any of the Post-closing Subsidiaries of the Company, and
the Company hereby disclaims any representation or warranty not contained
herein or therein.
3. Representations and Warranties of St. Xxxx. St. Xxxx hereby represents
and warrants that:
3.1 St. Xxxx has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Minnesota;
3.2 St. Xxxx is duly authorized to execute, deliver and perform this
Agreement; this Agreement has been duly authorized, executed and delivered
by St. Xxxx and, assuming that parties to this Agreement other than St.
Xxxx have the power and authority to enter into and perform this Agreement
and that this Agreement has been duly authorized, executed and delivered
by such parties and are valid, legal and binding agreements of such
parties, enforceable against such parties in accordance with their terms,
this Agreement is a valid and binding agreement of St. Xxxx, enforceable
against St. Xxxx in accordance with its terms, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization,
moratorium, or other laws now or hereafter in effect affecting creditors'
rights generally, and (ii) the enforceability thereof is subject to the
general principles of equity (whether such enforceability is considered in
a proceeding in equity or at law);
3.3 Except as set forth on Schedule 3.3, no consents, approvals,
authorizations, orders, registrations or qualifications of or with any
court or governmental agency or body having jurisdiction over St. Xxxx is
required for the execution, delivery or performance by St. Xxxx of this
Agreement;
3.4 The execution, delivery and performance by St. Xxxx with all
applicable provisions of this Agreement and the consummation of the
transactions herein contemplated will not conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, or give rise to a right of termination under (i) the
certificate of incorporation or by-laws of St. Xxxx, (ii) any indenture,
mortgage, deed of trust, loan agreement or other agreement or instrument
to which St. Xxxx is a party or by which St. Xxxx is bound or to which any
of the properties or assets of St. Xxxx is subject, or (iii) any statute
or any order, rule or regulation of any court or governmental agency or
body having jurisdiction over St. Xxxx or any of its properties, except,
in the
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case of clause (ii) or (iii), as would not, individually or in the
aggregate, have a material adverse effect on the consolidated financial
position, shareholders' equity or results of operations of St. Xxxx and
its subsidiaries, taken as a whole, or of the Transferred Business;
3.5 The historical financial statements and schedules of Predecessor
included in the Offering Memorandum present fairly in all material
respects the underwriting results of Predecessor as of the dates and for
the periods indicated, comply as to form with the applicable accounting
requirements of the Act and have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved (except as otherwise noted therein);
3.6 Except for the representations and warranties contained in this
Agreement, St. Xxxx does not make any express or implied representation or
warranty on behalf of or with respect to St. Xxxx or the Transferred
Business, and St. Xxxx hereby disclaims any representation or warranty not
contained herein.
4. Representations and Warranties of the Purchaser. The Purchaser hereby
represents and warrants that:
4.1 The Purchaser has been duly organized and is validly existing as
a company in good standing under the laws of Bermuda;
4.2 The Purchaser is duly authorized to execute, deliver and perform
this Agreement and the RenRe Agreements; this Agreement has been and each
of the RenRe Agreements when executed and delivered at or prior to the
Closing will have been duly authorized, executed and delivered by the
Purchaser and, assuming that parties to this Agreement and the RenRe
Agreements other than the Purchaser have the power and authority to enter
into and perform such agreements and that such agreements have been duly
authorized, executed and delivered by such parties and are valid, legal
and binding agreements of such parties, enforceable against such parties
in accordance with their terms, this Agreement is, and the RenRe
Agreements, when executed and delivered will be, valid and binding
agreements of RenRe, enforceable against RenRe in accordance with its or
their terms, except that (i) such enforcement may be subject to
bankruptcy, insolvency, reorganization, moratorium, or other laws now or
hereafter in effect affecting creditors' rights generally, (ii) the
enforceability thereof is subject to the general principles of equity
(whether such enforceability is considered in a proceeding in equity or at
law) and (iii) no representation or warranty is made with respect to the
enforceability of indemnification and contribution provisions relating to
violations under the Act contained in the Standstill Agreement;
4.3 The execution, delivery and performance by the Purchaser with
all applicable provisions of this Agreement and the Standstill Agreement
and the consummation of the transactions herein and therein contemplated
will not conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, or give rise to a
right of termination under (i) the memorandum of association or bye-laws
of the Purchaser, (ii) any indenture, mortgage, deed of trust, loan
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agreement or other agreement or instrument to which the Purchaser is a
party or by which the Purchaser is bound or to which any of the properties
or assets of the Purchaser is subject, or (iii) any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Purchaser or any of its properties, except, in the
case of clause (ii) or (iii), as would not, individually or in the
aggregate, have a material adverse effect on the consolidated financial
position, shareholders' equity or results of operations of the Purchaser
and its subsidiaries, taken as a whole;
4.4 Except as set forth on Schedule 4.4, no consents, approvals,
authorizations, orders, registrations or qualifications of or with any
court or governmental agency or body having jurisdiction over the
Purchaser is required for the execution, delivery or performance by the
Purchaser of this Agreement or any of the RenRe Agreements.
4.5 The Purchaser hereby confirms that the Shares and the RenRe
Option to be acquired by the Purchaser will be acquired for investment for
the Purchaser's own account or the account of any subsidiary of the
Purchaser, substantially all of the capital stock of which is directly or
indirectly owned by Purchaser (provided that any such subsidiary is a
Foreign Corporation and a Qualified Institutional Buyer (as such term is
defined in Rule 144A under the Act)), not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that
the Purchaser has no present intention of selling, granting any
participation in, or otherwise distributing the same, provided that
nothing in this Section 4.5 shall prevent the Purchaser from transferring
the Shares and the RenRe Option to be acquired by the Purchaser in
accordance with the Standstill Agreement, and in any case in accordance
with all applicable law. The Purchaser further represents that the
Purchaser is a foreign person within the meaning of Sec. 801.1(e)(2)(i) of
the Premerger Notification Rules, 16 CFR Sec. 801.1(e)(2)(i);
4.6 The Purchaser understands that the Shares and the RenRe Option
it is purchasing have not been registered under the Act in reliance on the
exemptions from registration provided by the no-action letters regarding
Black Box Incorporated (publicly available June 26, 1990) and Squadron,
Ellenoff, Plesent & Xxxxxx (publicly available February 28, 1992) (the
"Black Box No-Action Relief"), and absent registration, may not be offered
or sold within the United States except pursuant to an exemption from such
registration or in a transaction not subject to the registration
requirements of the Act. In this connection, the Purchaser represents that
it is familiar with the Black Box No-Action Relief and Rule 144 under the
Act, understands the resale limitations imposed by Rule 144 and by the Act
and acknowledges and accepts that the Shares and the RenRe Option it is
purchasing have not been registered by the Company for sale to it in
reliance on the Black Box No-Action Relief;
4.7 The Purchaser is a Foreign Corporation and a Qualified
Institutional Buyer (as such term is defined in Rule 144A under the Act);
4.8 The Purchaser has not been offered Common Shares in the IPO by
any of the underwriters of the IPO, and prior to the date of this
Agreement has not attended a road show presentation in connection with the
IPO;
-9-
4.9 The Purchaser has been furnished access to such information and
documents as it has requested, including all draft agreements set forth on
Schedule 2.12, and has been afforded an opportunity to ask questions of
and receive answers from representatives of the Company concerning the
Company and the Transferred Business;
4.10 The Purchaser is a "non-resident" for the purposes of the
Xxxxxxx Xxxxxxxx Xxxxxxx Xxx 0000 and regulations made thereunder;
4.11 The certificate of the Chief Executive Officer, Chief Financial
Officer or any Executive Vice President of the Purchaser delivered
pursuant to the second sentence of Section 6.1 shall be deemed a
representation and warranty by the Purchaser to the Company hereunder as
to the matters covered thereby;
4.12 To the Purchaser' s knowledge, based upon actual knowledge, a
review of documents publicly filed with the Securities and Exchange
Commission by the Purchaser and the beneficial owners of equity securities
of the Purchaser, neither the Purchaser nor any other Person (including
any direct or indirect shareholder of the Purchaser) is or will become a
"United States shareholder" of the Company within the meaning of Section
951(b) of the Code as the result of (i) the acquisition by the Purchaser
of any Common Shares, the RenRe Option or any other rights under this
Agreement or the RenRe Agreements or (ii) the nomination or election of a
Purchaser Designee to the Company's board of directors pursuant to Section
7 of this Agreement. For purposes of the representation in this Section
4.12, the Purchaser will assume that all direct and indirect shareholders
of the Purchaser own no Common Shares and possess no voting rights in the
Company other than as a result of the items described in (i) and (ii)
above;
4.13 The Purchaser will promptly submit a Disclaimer of Control with
the Maryland Insurance Administration in connection with the transactions
and arrangements contemplated hereby; and
4.14 Except for the representations and warranties contained in this
Agreement and the RenRe Agreements, neither RenRe nor any other Person
makes any express or implied representation or warranty on behalf of or
with respect to RenRe, and RenRe hereby disclaims any representation or
warranty not contained herein or therein.
5. Conditions to the Purchaser's Obligation at Closing. The obligation of
the Purchaser to purchase the Firm RenRe Shares and the RenRe Option at the
Closing is subject to the fulfillment to its satisfaction on or prior to the
Closing of the following conditions:
5.1 Representations and Warranties. The representations and
warranties made by the Company and St. Xxxx in Sections 2 and 3 shall be
true and correct as of the Closing with the same force and effect as if
they had been made on and as of such date, the Company shall not have
breached in any material respect its covenants and agreements made and the
Company shall have performed or satisfied all conditions on its part to be
performed or satisfied herein at or prior to the Closing. The Chief
Executive Officer or the Treasurer of the Company shall have delivered at
the Closing a certificate
-10-
stating that each of the conditions specified in the preceding sentence
has been fulfilled which certificate shall also be delivered at any Second
Closing.
5.2 RenRe Agreements. The Company shall have duly executed and
delivered the RenRe Agreements.
5.3 Opinions. Xxxxxxx, Xxxx & Xxxxxxx, counsel to the Company, shall
have delivered to the Purchaser their written opinions, reasonably
acceptable to the Purchaser, dated the day of the Closing, with respect to
(a) the due organization of the Company, (b) the due authorization,
issuance and non-assessability of the Shares, the RenRe Option and the
Common Shares issuable upon exercise of the RenRe Option, (c) the due
authorization and execution of this Agreement, the Standstill Agreement
and the RenRe Option Agreement by the Company and (d) the absence of
pre-emptive rights as a result of the issuance of the Shares and the RenRe
Option, which opinion shall also be delivered at any Second Closing.
5.4 Initial Public Offering of Common Shares and Units. The closing
of the IPO and the sale of the ESUs each substantially on the terms set
forth in the draft of Amendment No. 6 to the Company's Registration
Statement on Form S-1 attached as Exhibit D hereto shall have occurred (or
shall occur simultaneously with the Closing).
5.5 Formation Agreement. The delivery of the Cash Contribution and
the transfer of the Transferred Assets as contemplated by the draft
Formation Agreement referenced as item 1 on Schedule 2.12 hereto shall
have occurred (or shall occur simultaneously with the Closing), and the
Formation Agreement shall have been executed by the parties thereto and
shall be in full force and effect. St. Xxxx and the Company shall have
amended the Formation Agreement to insert the provision in the form
attached as Exhibit E hereto.
5.6 Prospectus. The information set forth in the final prospectus
used in connection with the 1PO shall not differ in any material respects
from that set forth in the Offering Memorandum.
5.7 Amendments to Quota Share Agreements. St. Xxxx and the Company
shall have caused the parties to the Quota Share Agreements filed as
exhibits to Amendment No. 6 to the Company's Registration Statement on
Form S-1 (attached as Exhibit D hereto) to amend such agreements to insert
the provisions substantially in the form attached as Exhibit F hereto.
6. Conditions to the Company's Obligations at Closing. The obligation of
the Company to sell the Firm RenRe Shares and the RenRe Option to the Purchaser
at the Closing (or, if applicable, the Optional RenRe Shares at the Second
Closing) is subject to the fulfillment to the Company's satisfaction on or prior
to the Closing (or, if applicable, the Second Closing) of the following
conditions:
6.1 Representations and Warranties. The representations and
warranties of the Purchaser in Section 4 shall be true and correct as of
the Closing or the Second Closing,
-11-
as applicable, with the same force and effect as if they had been made on
and as of such date, the Purchaser shall not have breached in any material
respect its covenants and agreements made herein and the Purchaser shall
have performed or satisfied all conditions on its part to be performed or
satisfied herein at or prior to the Closing or the Second Closing, as
applicable. The Chief Executive Officer, Chief Financial Officer or the
Treasurer of the Purchaser shall have delivered at the Closing or the
Second Closing, as applicable, a certificate stating that each of the
conditions specified in the preceding sentence has been fulfilled.
6.2 RenRe Agreements. The Purchaser shall have duly executed and
delivered the RenRe Agreements.
6.3 Initial Public Offering of Common Shares and Units. The closing
of the IPO and of the ESU Offering shall have occurred (or shall occur
simultaneously with the Closing).
7. Board of Directors.
7.1 Nomination of Directors. (a) So long as the Purchaser and its
subsidiaries beneficially own, in the aggregate, a number of Common Shares
equal to at least 62.5% of the sum of the Firm RenRe Shares and the
Optional RenRe Shares (if any) purchased under this Agreement (as adjusted
for stock splits, recapitalizations or the like), the Company will
nominate, at each shareholder meeting at which directors are elected, and
use its commercially reasonable efforts to cause the election of, one
person designated by Purchaser (the "Purchaser Designee") to the Company's
Board of Directors and to maintain such person as a director of the
Company, provided, however, that no officer, director or employee of the
Purchaser or of any of its subsidiaries may be a Purchaser Designee. The
initial Purchaser Designee and any subsequent Purchaser Designee must be
reasonably acceptable to the Company. The Company agrees to use its
commercially reasonable efforts to cause the appointment of the Purchaser
Designee to the executive committee of its Board of Directors and, subject
to applicable law, rules or regulations of the Securities and Exchange
Commission (the "SEC") or rules of any securities exchange on which the
Company' s Common Shares are listed, to the nominating committee and
corporate governance committee of its Board of Directors, if any.
(b) The Company agrees to use its commercially reasonable
efforts to cause the election of a Purchaser Designee to the Company's
board of directors, including by soliciting proxies from its shareholders
for such Purchaser Designee and by voting all management proxies in favor
of such Purchaser Designee except for such proxies that specifically
indicate to the contrary or where prohibited by applicable law. The
Purchaser agrees to vote any Common Shares directly or indirectly owned by
it in favor of its nominee to the Company's Board of Directors at any
meeting of shareholders of the Company.
(c) The Company further agrees that if any Purchaser Designee
ceases to be a director of the Company for any reason whatsoever (other
than as a result of
-12-
action in conformity with paragraph 7.2 below), it will promptly seek the
approval of the remaining directors to appoint a new Purchaser Designee to
fill such vacancy.
(d) So long as Purchaser and its subsidiaries beneficially
own, in the aggregate, a number of Common Shares equal to at least 62.5%
of the sum of the Firm RenRe Shares and the Optional RenRe Shares (if any)
purchased under this Agreement (as adjusted for stock splits,
recapitalizations or the like), Purchaser shall have the right to
designate a representative (the "Observer") to attend (but not to vote at)
meetings of the Board of Directors and to receive notices, agendas,
minutes and all other materials distributed to participants of such
meetings, provided, however, that the Company reserves the right to
withhold any information and to exclude such Observer from any meeting or
portion thereof if, by access to such information or by attendance at such
meeting the Company, acting reasonably and in good faith, determines that
(i) based upon advice of nationally recognized outside counsel, such
Observer receiving such information or having such access could reasonably
be expected to cause the Company or any of its subsidiaries to violate
applicable law, or (ii) such Observer receiving such information or having
such access could reasonably be expected to adversely affect the
attorney-client privilege between the Company and its counsel. Any person
designated by Purchaser to be its Observer (with the exception of
Purchaser's Chief Executive Officer and Chief Financial Officer, each of
whom is hereby deemed to be acceptable to the Company) must be reasonably
acceptable to the Company.
(e) Notwithstanding anything to the contrary in this
Agreement, if there shall occur a Change in Control of the Purchaser, the
Company shall have no obligation or duties under Section 7.1 (a)-(d) and,
upon request of the Company, the Purchaser shall cause the Purchaser
Designee to immediately resign from the Company's Board of Directors. A
"Change in Control" of Purchaser shall be deemed to have occurred if (i)
any person or group (as defined for purposes of Section 13 of the
Securities Exchange Act of 1934, as amended) (excluding Purchaser or any
wholly-owned subsidiary thereof) becomes the beneficial owner of more than
50% of the outstanding equity securities representing the right to vote
for the election of directors or (ii) there shall occur a merger,
consolidation or other business combination in which Purchaser is acquired
(unless the stockholders of Purchaser immediately before such business
combination own, directly or indirectly, immediately following such
business combination, at least a majority of the combined voting power of
the entity resulting from such business combination).
7.2 Resignations. If the Purchaser beneficially owns less than a
number of Common Shares equal to 62.5% of the sum of the Firm RenRe Shares
and the Optional RenRe Shares (if any) purchased under this Agreement (as
adjusted for stock splits, recapitalizations or the like), upon the
request of the Company the Purchaser shall cause the Purchaser Designee to
immediately resign as a director of the Company. The Purchaser agrees to
enter into a written agreement with any Purchaser Designee, whereby the
Purchaser Designee shall obligate himself to so resign under the
circumstances set forth in Section 7.1(e) or this Section 7.2.
-13-
7.3 Board. For three years from the anniversary of the date of the
Closing (the "Limitation Period"), the Company shall not increase the
number of directors on its board of directors to more than nine without
the prior written consent of the Purchaser, such consent to be provided in
the Purchaser's sole discretion; provided, however, that such three-year
Limitation Period shall be extended for up to additional two years so long
as Purchaser is accounting for its investment in the Company via the
equity method and Purchaser reasonably believes (and shall represent to
the Company upon its reasonable request) that its ability to continue to
equity account for its investment in the Company would be compromised by
an increase in the number of directors.
7.4 Non Assignability. Notwithstanding anything to the contrary in
this Agreement or any of the RenRe Agreements, the rights and obligations
of the Purchaser under this Article 7 may not be assigned by the Purchaser
without the prior written consent of the Company.
7.5 Purchaser Confidentiality. Commencing upon completion of the IPO
and the Closing hereunder:
(a) The Purchaser shall, shall cause its Subsidiaries to, and
shall use commercially reasonable efforts to cause any officer, director,
employee, agent or representative of the Purchaser or any of its
Subsidiaries (collectively, the "Purchaser Representatives") to, keep all
Company Confidential Information (as defined herein) confidential and
shall not use any Company Confidential Information in any manner to the
detriment of the Company, except that (i) Company Confidential Information
may be used by the Purchaser or any of its Subsidiaries in connection with
performing any of its respective obligations under, or furnishing any of
the services required to be performed or furnished by the Purchaser or any
of its Subsidiaries under, this Agreement or any of the RenRe Agreements,
and Company Confidential Information may be disclosed to those Purchaser
Representatives who need to know such information for the purpose of
performing any of such obligations or furnishing any of such services (it
being understood that such Purchaser Representatives shall be informed by
the Purchaser of the confidential nature of such information), (ii)
Company Confidential Information received by the Purchaser Designee or the
Observer may be used by the Purchaser, its Subsidiaries and the Purchaser
Representatives for purposes of evaluating Purchaser's continued
investment in the Company (it being understood that such Purchaser
Representatives shall be informed by the Purchaser of the confidential
nature of such information), (iii) any disclosure of such information may
be made to which the Company consents in writing, and (iv) the Purchaser
may make the disclosures contemplated by Section 7.5(b). The Company
acknowledges and agrees that Purchaser, its Subsidiaries and its
Affiliates are actively engaged in the business of reinsurance and
insurance and other risk-exposed activities and markets, and nothing in
this Section 7.5 shall be deemed to limit or restrict the conduct of the
business of such entities as currently conducted or proposed to be
conducted except as explicitly provided herein.
(b) In the event that the Purchaser or the Purchaser
Representatives are requested or become legally compelled (by law,
regulation, stock exchange rule, oral questions, interrogatories, requests
for information or document subpoena, civil
-14-
investigative demand or similar process) to disclose any of the Company
Confidential Information, the Purchaser shall provide the Company with
prompt written notice of such request so that the Company may seek a
protective order or other appropriate remedy (and the Purchaser shall
cooperate in obtaining such protective order or other appropriate remedy)
and/or waive compliance with the provides of this Section 7.5. In the
event that such protective order or other remedy is not obtained, or that
the Company waives compliance with the provisions of this Section 7.5, the
Purchaser shall furnish only that portion of that Company Confidential
Information which the Purchaser is advised by counsel is legally required.
(c) For purposes of this Section 7.5, "Company Confidential
Information" shall mean all confidential business, financial or other
information of the Company or its Subsidiaries furnished by or on behalf
of the Company or its Subsidiaries other than information which (i) was
already in possession of the Purchaser or its Subsidiaries, (A) provided
that such information is not known by the Purchaser to be subject to a
confidentiality agreement with or other obligation of secrecy to the
Company or another party and (B) was not Evaluation Material obtained
pursuant to the Confidentiality Agreement (as defined below), (ii) is or
becomes generally available to the public other than as a result of a
disclosure by the Purchaser or the Purchaser Representatives in violation
of this Agreement or the Confidentiality Agreement, (iii) is independently
developed by the Purchaser or its Subsidiaries without reference to the
Company Confidential Information, or (iv) becomes available to the
Purchaser or any of its Subsidiaries on a non-confidential basis from a
source other than the Company or its advisors, provided that such source
is not known by the Purchaser or any of its Subsidiaries to be bound by a
confidentiality agreement with or other obligation of secrecy to the
Company or another party.
(d) Unless otherwise agreed to by the Purchaser and the
Company, the obligations of the Purchaser under Sections 7.5(a), 7.5(b)
and 7.5(c) shall be binding until termination of the Services Agreement.
(e) The Purchaser hereby agrees that, unless otherwise agreed
to by the Company, during the eighteen-month period commencing on the date
of Closing neither the Purchaser nor any of its Subsidiaries will hire or
solicit to employ any employees of the Company or any of its Subsidiaries
with the title of Assistant Vice President or more senior, so long as they
are employed by the Company or any of its subsidiaries, without obtaining
the prior written consent of the Company, except that the Purchaser shall
not be precluded from hiring any employee who has been terminated by the
Company prior to commencement of employment discussions between the
Purchaser and such employee, provided such hiring is consistent with such
employee's contractual obligations to the Company, and the Purchaser
shall not be precluded from engaging in a general solicitation of
employment by virtue of a newspaper advertisement or other medium of
general circulation.
(f) The Purchaser shall cause the Observer to hold in
confidence and trust any information it obtains in connection with
attending meetings (or receiving materials in connection with such
meetings) of the Company' s Board of Directors
-15-
pursuant to Section 7.1(d) of this Agreement, and to act in a fiduciary
manner with respect to such information as if such representative was a
member of the Company's Board of Directors.
(g) The Confidentiality Agreement, dated as of July 23, 2002
(as amended or supplemented through the date hereof, the "Confidentiality
Agreement"), among the Company, St. Xxxx and the Purchaser shall continue
in full force and effect until the completion of the IPO and the Closing
of the transactions contemplated hereunder, at which time it shall
terminate with no further force and effect.
7.6 Company Confidentiality. Commencing upon completion of the IPO
and the Closing hereunder:
(a) The Company shall, shall cause its Subsidiaries to,
and shall use commercially reasonable efforts to cause any officer,
director, employee, agent or representative of the Company or any of its
Subsidiaries (collectively, the "Company Representatives") to, keep all
Purchaser Confidential Information (as defined herein) confidential and
shall not use any Purchaser Confidential Information in any manner to the
detriment of the Purchaser, except that (i) any Purchaser Confidential
Information may be made to which the Purchaser consents in writing, and
(ii) the Company may make the disclosures contemplated by Section 7.6(b).
The Purchaser acknowledges and agrees that the Company, its Subsidiaries
and its Affiliates are expected to be actively engaged in the business of
reinsurance and insurance and other risk-exposed activities and markets,
and nothing in this Section 7.6 shall be deemed to limit or restrict the
conduct of the business of such entities as currently conducted or
proposed to be conducted except as explicitly provided herein.
(b) In the event that the Company or the Company
Representatives are requested or become legally compelled (by law,
regulation, stock exchange rule, oral questions, interrogatories, requests
for information or document subpoena, civil investigative demand or
similar process) to disclose any of the Purchaser Confidential
Information, the Company shall provide the Purchaser with prompt written
notice of such request so that the Purchaser may seek a protective order
or other appropriate remedy (and the Company shall cooperate in obtaining
such protective order or other appropriate remedy) and/or waive compliance
with the provides of this Section 7.6. In the event that such protective
order or other remedy is not obtained, or that the Purchaser waives
compliance with the provisions of this Section 7.6, the Company shall
furnish only that portion of that Purchaser Confidential Information which
the Company is advised by counsel is legally required.
(c) For purposes of this Section 7.5, "Purchaser
Confidential Information" shall mean all confidential business, financial
or other information of the Purchaser or its Subsidiaries furnished by or
on behalf of the Purchaser or its Subsidiaries other than information
which (i) was already in possession of the Company or its Subsidiaries,
provided that such information is not known by the Company to be subject
to a confidentiality agreement with or other obligation of secrecy to the
Purchaser or another party, (ii) is or becomes generally available to the
public other than as a result of
-16-
a disclosure by the Company or the Company Representatives in violation of
this Agreement, (iii) is independently developed by the Company or its
Subsidiaries without reference to the Purchaser Confidential Information,
or (iv) becomes available to the Company or any of its Subsidiaries on a
non-confidential basis from a source other than the Purchaser or its
advisors, provided that such source is not known by the Company or any of
its Subsidiaries to be bound by a confidentiality agreement with or other
obligation of secrecy to the Purchaser or another party.
(d) Unless otherwise agreed to by the Purchaser and the
Company, the obligations of the Company under Sections 7.6.(a), 7.6.(b)
and 7.6(c) shall be binding until termination of the Services Agreement.
7.7 Specific Performance. Each of the Purchaser and the Company
acknowledges that the other party would not have an adequate remedy at law
for money damages if any of the covenants or agreements of the other party
in Section 7.5 or 7.6 of this Agreement were not performed in accordance
with its terms and therefore agrees that the other party shall be entitled
to specific enforcement of such covenants or agreements and to injunctive
and other equitable relief in addition to any other remedy to which it may
be entitled, at law or in equity.
8. Legend. The Company and the Purchaser agree that the certificates for
the Shares shall bear the following legend thereon, which legend shall remain
until the date the securities represented by such certificates are transferred
in accordance with the provisions of the Standstill Agreement. In the event of
the termination of the Standstill Agreement pursuant to Section 13 thereof, the
second sentence of the legend shall be removed:
THESE SECURITIES WERE SOLD IN A PRIVATE PLACEMENT, WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AND MAY BE OFFERED OR SOLD ONLY IF
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR IF AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THESE SECURITIES ARE SUBJECT TO THE PROVISIONS
OF A STANDSTILL AGREEMENT DATED ________________, 2002, BY AND BETWEEN THE
ISSUER AND THE PURCHASER IDENTIFIED THEREIN, AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN ACCORDANCE THEREWITH.
9. Termination.
9.1 Grounds for Termination. This Agreement may be terminated by any
party as set forth on Schedule 9.1 This Agreement may also be terminated:
(a) at any time prior to the Closing, by mutual written
agreement of the Company, St. Xxxx and the Purchaser;
(b) at any time prior to the Closing, by any of St. Xxxx, the
Company or the Purchaser if there shall be any law or regulation that
makes consummation of the transactions contemplated hereby illegal or
otherwise prohibited or if consummation of the transactions contemplated
-17-
hereby would violate any nonappealable final order, decree or judgment of any
court or governmental body having competent jurisdiction; or
(c) at any time prior to the Closing, if St. Xxxx notifies in writing the
Company and the Purchaser that it has abandoned the IPO.
The party desiring to terminate this Agreement pursuant to clause 9.1(b) shall
give written notice of such termination to the other parties.
9.2 Effect of Termination. If this Agreement is terminated as
permitted by Section 9.1, such termination shall be without liability of
either the Company or the Purchaser (or any stockholder, director,
officer, employee, agent, consultant, advisor or representative of such
party) to any other party; provided that no such termination shall relieve
any party of liability for any breach of this Agreement prior to such
termination.
10. Miscellaneous.
10.1 Survival. The representations and warranties set forth in
Section 2, Sections 3.1 through 3.4 and Section 4 shall survive until
three years after the date of the Closing. Except as otherwise provided
herein, all covenants and agreements (but not representations and
warranties, which are governed by the preceding sentence) of the parties
herein shall survive the Closing until expiration of the applicable
statute of limitations.
10.2 Mutual Covenants. The Company, St. Xxxx and the Purchaser
mutually covenant to use their commercially reasonable efforts to obtain
any required regulatory approvals, consents or acceptances required for
the consummation of the transactions contemplated by this Agreement as
promptly as is practicable after the date hereof. For greater certainty,
the Purchaser will use commercially reasonable efforts to seek acceptance
by the Maryland Insurance Administration of its Disclaimer of Control of
the Company.
10.3 Expenses. Irrespective of whether the Closing is effected, the
Company shall pay all expenses incident to the performance of its
obligations under this Agreement, including (a) the preparation, printing
and delivery to the Purchaser of the Offering Memorandum (including
financial statements and any schedules or exhibits and any document
incorporated therein by reference) and of each amendment or supplement
thereto, (b) the preparation, printing and delivery to the Purchaser of
this Agreement, (c) the preparation, issuance and delivery of the
certificates for the Shares to the Purchaser, including any transfer
taxes, any stamp or other duties payable upon the sale, issuance and
delivery of the Shares to the Purchaser, and (d) the fees and
disbursements of the Company's counsel, accountants and other advisors;
provided, however, that nothing in the foregoing shall affect the
allocation of expenses as between the Company and St. Xxxx as set forth in
the Formation Agreement. Except as provided in this Section, the Purchaser
shall pay all of its own costs and expenses in connection with the
transactions contemplated hereby, including the fees of its counsel. The
Purchaser acknowledges and agrees that neither St. Xxxx nor any of its
subsidiaries is a guarantor of, or is otherwise
-18-
responsible for, the Company's profitability or viability. The Purchaser
further acknowledges that the organization of the Company and the
provisions of this Agreement are designed to attempt to ensure that
neither St. Xxxx nor any of its subsidiaries can alone control the
business or affairs of the Company. The Purchaser further acknowledges
that, except as expressly set forth herein, all representations and
warranties contained herein concerning the Company have been given by the
Company and not by St. Xxxx. The Purchaser further acknowledges that all
representations and warranties of St. Xxxx set forth in Sections 3.5 and
3.6 will expire at the Closing and that any inaccuracies in such
representations and warranties shall not give rise to any claim by the
Purchaser against St. Xxxx.
10.4 Entire Agreement. This Agreement, the RenRe Agreements, the
other exhibits and schedules hereto and the Confidentiality Agreement
(which Confidentiality Agreement shall terminate as of Closing) contain
the entire understanding of the parties with respect to the subject matter
of such agreements and supersede all prior agreements and undertakings,
both written and oral, between the parties hereto with respect to the
subject matter of such agreements. This Agreement may not be amended nor
may any provision be waived except by a writing signed, in the case of an
amendment, by each party hereto and, in the case of a waiver, by the party
against whom the waiver is to be effective. No failure or delay by any
party in exercising any right, power or privilege hereunder shall operate
as a waiver thereof unless the other party is materially prejudiced
thereby, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right,
power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.
This Agreement is not assignable by either of the parties without the
prior written consent of the other, except that prior to Closing, this
Agreement may be transferred or assigned by the Purchaser to any one or
more of its subsidiaries, substantially all of the capital stock of which
is directly or indirectly owned by the Purchaser, that is a Foreign
Corporation and a Qualified Institutional Buyer (as such term is defined
in Rule 144A under the Act), provided that each such assignee enters into
an agreement substantially identical to this Agreement and reasonably
satisfactory to the Company and St. Xxxx and a Standstill Agreement
substantially in the form of Exhibit A, provided further that no such
transfer will relieve the Purchaser of its obligations hereunder. This
Agreement shall be binding upon and inure to the benefit of the parties
hereto, any subsidiary to whom the Shares are delivered pursuant hereto,
and their respective successors and permitted assignees.
10.5 Severability. If any term, provision or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions and restrictions
of this Agreement shall remain in full force and effect, unless such
action would substantially impair the benefits to any party of the
remaining provisions of this Agreement.
10.6 Liability. Notwithstanding anything to the contrary herein, no
party shall have any liability to any other party hereto if the Closing is
not effected for any reason other than for breach of this Agreement by any
such party. In no event shall any party
-19-
have any liability to any other party hereto for lost profits or
consequential, special or other than actual damages.
10.7 Notices. Any notices and other communications required to be
given pursuant to this Agreement shall be deemed to have been duly given
or made as of the date delivered or mailed if delivered personally, mailed
by registered or certified mail (postage prepaid, return receipt
requested), or delivered by facsimile or by telex, as follows:
If to the Company:
Platinum Underwriters Holdings, Ltd.
Clarendon Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxxxx XX00
Xxxxxxx
Xxxxxxxxx: General Counsel
Telecopier: (000) 000-0000
with a copy to:
Xxxxx X. Xxxxxx
Xxxxx Xxxxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
If to St. Xxxx:
The St. Xxxx Companies, Inc.
000 Xxxxxxxxxx Xxxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: General Counsel
Telecopier: (000) 000-0000
with a copy to:
Xxxxxx X. Xxxxxxxx
Xxxxxxxx & Xxxxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
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If to the Purchaser:
RenaissanceRe Holdings Ltd.
Xxxxxxxxxxx Xxxxx
0-00 Xxxx Xxxxxxxx
Xxxxxxxx XX00 Xxxxxxx
Attention: Xxxxxxx X. Xxxxxxxxx, General Counsel
Facsimile: (000) 000-0000
with a copy to:
Xxxx X. X'Xxxxxxxx
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Telecopier: (000) 000-0000
10.8 Governing Law, etc. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without
regard to the conflicts of laws rules of such State. This Agreement may be
executed in one or more counterparts, which together will constitute a
single agreement.
10.9 Jurisdiction. Except as otherwise expressly provided in this
Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of
or in connection with, this Agreement or the transactions contemplated
hereby shall be brought in the United States District Court for the
Southern District of New York or, if such court shall not have
jurisdiction over such suit, any New York State court sitting in New York
City, so long as such courts shall have subject matter jurisdiction over
such suit, action or proceeding, and that any cause of action arising out
of this Agreement shall be deemed to have arisen from a transaction of
business in the State of New York, and each of the parties hereby
irrevocably consents only with respect to such suits, actions or
proceedings to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and
irrevocably waives, to the fullest extent permitted by law, any objection
that it may now or hereafter have to the laying of the venue of any such
suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient forum. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 10.7 shall be
deemed effective service of process on such party.
10.10 Waiver of Jury Trial. Each of the parties hereto irrevocably
waives any and all right to trial by jury in any legal proceeding arising
out of or related to this Agreement or the transactions contemplated
hereby.
10.11 Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
-21-
10.12 Public Announcements. No party to this Agreement shall make,
or cause to be made, any press release or public announcement (other than
with respect to any required disclosure under the Securities Act of 1933,
as amended, the Securities Exchange Act of 1934, as amended, the U.K.
Financial Services and Markets Xxx 0000 or applicable insurance law) in
respect of this Agreement or the transactions contemplated hereby or
otherwise communicate with any news media without the prior written
consent of the other parties, and the parties shall cooperate as to the
timing and contents of any such press release or public announcement.
10.13 Indemnity.
(a) The Company shall indemnify and hold harmless, to the
fullest extent permitted by law, Purchaser from any losses, damages,
expenses or liabilities ("Damages"), arising out of actions or claims of
third parties (excluding Purchaser's subsidiaries and controlled
affiliates) arising out of any untrue statement or alleged untrue
statement of any material fact contained in the registration statements on
Form S-1 relating to the IPO and the sale of the ESUs, in any prospectus
or preliminary prospectus included in such registration statement or in
any amendment or supplement thereto filed with the SEC (collectively,
"Registration Documents") or insofar as such Damages arise out of the
omission or alleged omission from any Registration Document of a material
fact required to be stated therein or necessary to make the statements
made therein not misleading, and will reimburse the Purchaser for any
legal or other expenses reasonably incurred by the Purchaser in
investigating or defending any such actions or claims as such expenses are
incurred; provided that the Company is not liable in any such case to the
extent that any such Damages arise out of an untrue statement or alleged
untrue statement or omission or alleged omission made in any Registration
Document in reliance upon and in conformity with written information
furnished to the Company by or on behalf of the Purchaser expressly for
inclusion in such Registration Document.
(b) Purchaser shall indemnify and hold harmless, to the
fullest extent permitted by law, the Company against any Damages to which
the Company may become subject, under the Securities Act or otherwise,
insofar as such Damages arise out of any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Documents or insofar as such Damages arise out of the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the
Registration Documents in reliance upon and in conformity with written
information furnished to the Company by Purchaser expressly for inclusion
in such Registration Document; and will reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection
with investigating or defending any such action or claim as such
expenses are incurred.
(c) St. Xxxx and the Company each hereby agree and acknowledge
that as of the date hereof the only information provided by the Purchaser
for inclusion in the draft of Amendment No. 6 to the Company's
Registration Statement on Form S-1 attached as Exhibit D hereto consists
of (i) the last sentence of the first paragraph under
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the heading "Prospectus Summary - The Company - RenaissanceRe's Share
Ownership and Business Arrangements", (ii) the first sentence of the last
paragraph under the heading "Prospectus Summary - The Company -
RenaissanceRe's Share Ownership and Business Arrangements", (iii) the
final sentence of the first paragraph under the heading "Certain
Relationships and Related Transactions - The RenaissanceRe Investment",
and (iv) the final sentence of the first paragraph under the heading
"Certain Relationships and Related Transactions - The RenaissanceRe
Investment - Business Arrangements", and that, as between St. Xxxx, the
Company and the Purchaser, the Purchaser shall bear no other
responsibility for the preparation of the Registration Statement other
than as to the written information furnished to the Company by or on
behalf of the Purchaser expressly for inclusion in such Registration
Document.
10.14 Recovery from Company Directors and Officers. In any legal
action commenced by the Purchaser against the Company, any of its
Subsidiaries or the officers and/or directors of the Company or such
Subsidiaries, the Purchaser will not recover from any officer or director
of any of the Company or its Subsidiaries any amount that is in excess of
the amount the Company and/or such Subsidiaries are able to indemnify such
officer or director, other than in the circumstance where such
indemnification of such officer or director by the Company and/or such
Subsidiaries is restricted due to such officer or director having engaged
in fraud, intentional misconduct or criminal acts. The Purchaser and the
Company agree that the officers and directors of the Company and its
Subsidiaries are third party beneficiaries of the agreement set forth in
this Section 10.14.
10.15 No Limit on Right of Parties to Compete. Nothing in this
Agreement or any agreement contemplated hereby shall in any circumstances
be interpreted to limit or prevent, in any respect, the Company from
competing with the Purchaser, or the Purchaser from competing with the
Company.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year hereinabove first written.
RENAISSANCERE HOLDINGS, LTD.
By: /s/ Xxxx X. Xxxxxx
-----------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
PLATINUM UNDERWRITERS HOLDINGS, LTD.
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name:
Title:
THE ST. XXXX COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT A
[Letterhead of Platinum Underwriters Holdings, Ltd.]
___________ __, 2002
RenaissanceRe Holdings Ltd
Xxxxxxxxxxx Xxxxx
0-00 Xxxx Xxxxxxxx
Pembroke HM 19
Bermuda
TRANSFER RESTRICTIONS, REGISTRATION RIGHTS
AND STANDSTILL AGREEMENT
Ladies and Gentlemen:
Pursuant to an Investment Agreement, dated September 20, 2002, among
Platinum Underwriters Holdings, Ltd, a Bermuda company (the "Company"), The St.
Xxxx Companies, Inc. ("St. Xxxx") and the Purchaser identified therein
("Purchaser") (the "Investment Agreement"), the Company has agreed to sell to
Purchaser or its permitted assignees, and Purchaser has agreed to purchase from
the Company, (i) 3,960,000 Common Shares, par value $0.01 per share, of the
Company and, in certain circumstances described in the Investment Agreement, has
the right to purchase up to an additional 594,000 Common Shares (collectively,
the "Shares") and (ii) an option (the "RenRe Option") to purchase up to
2,500,000 additional Common Shares pursuant to the RenRe Option Agreement
attached as Exhibit B to the Investment Agreement.
Unless the context otherwise requires, each reference herein to the
Securities Act, the Exchange Act or Rule 144 (or any other rule, regulation or
form promulgated under either such statute) shall be deemed to mean, as of any
time, such statute, rule, regulation or form as then in effect, after all
amendments thereto, or, if not then in effect, any successor statute, rule,
regulation or form as then in effect, after all amendments thereto.
The Company and Purchaser are entering into this Agreement to define the
future relationship between the Company and Purchaser and in consideration of
the mutual covenants and agreements contained herein.
1. Certain Definitions. As used in this Agreement, the following capitalized
terms have the respective meanings set forth below:
"Affiliate" means, with respect to one person, any other person that
directly or indirectly through one or more intermediaries controls or is
controlled by or is under common control with such person.
"Beneficial owner" and "beneficially own" means, with respect to any
person
E-A-1
(i) securities that such person or any of such person's Affiliates,
directly or indirectly, has the right to vote or dispose of or has
"beneficial ownership" of (as determined pursuant to Rule i3d-3 of the
General Rules and Regulations under the Exchange Act, including without
limitation pursuant to any agreement, arrangement or understanding,
whether or not in writing; provided that a person shall not be deemed the
"beneficial owner" of, or to "beneficially own," (A) securities tendered
pursuant to a tender or exchange offer made by such person or any of such
person's Affiliates until such tendered securities are accepted for
payment, purchase or exchange, (B) any security as a result of an oral or
written agreement, arrangement or understanding to vote such security if
such agreement, arrangement or understanding: (1) arises solely from a
revocable proxy given in response to a public proxy or consent
solicitation made pursuant to, and in accordance with, the applicable
provisions of the General Rules and Regulations under the Exchange Act,
and (2) is not also then reportable by such Person on Schedule 13D under
the Exchange Act (or any comparable or successor report); or
(ii) securities that are beneficially owned, directly or indirectly, by
any other person (or any Affiliate thereof) with which such person (or any
of such person's Affiliates) has any agreement, arrangement or
understanding (whether or not in writing, but excluding customary
agreements with and between underwriters and selling group members with
respect to a bona fide public offering of securities until the expiration
of forty days after the date of such acquisition), for the purpose of
acquiring, holding, voting (except pursuant to a revocable proxy as
described in the proviso to subparagraph (i) above) or disposing of any
Voting Securities.
"Common Shares" means the common shares, par value U.S. $0.01 per share,
of the Company.
"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended.
"Purchaser Group" means RenRe and its Subsidiaries at such time.
"Registrable Shares" means, at any time, any and all Common Shares owned
by the Purchaser Group, whether issued to RenRe pursuant to the Investment
Agreement or the RenRe Option or otherwise acquired, as the case may be, other
than shares that have ceased to be Registrable Shares. Common Shares cease to be
Registrable Shares (a) when a registration statement with respect to the
disposition of such shares has become effective under the Securities Act and
such shares shall have been disposed of pursuant to such registration statement,
or (b) when such shares have been sold pursuant to Rule 144 under the Securities
Act.
"Registration Expenses" means any and all expenses incident to performance
of or compliance with the demand rights set forth in Section 3(a) and piggy-back
rights set forth in Section 3(b), including, (a) all SEC and stock exchange or
National Association of Securities Dealers, Inc. registration and filing fees,
(b) all fees and expenses of complying with state securities or blue sky laws
(including reasonable fees and disbursements of counsel for the underwriters in
connection with blue sky qualifications of the Registrable Shares), (c) the cost
of printing or preparing any registration statement, prospectus, offering
circular, agreement among underwriters, underwriting agreement, blue sky
memorandum, share certificates and any other
E-A-2
documents in connection with the offering, purchase, sale and delivery of the
Registrable Shares, (d) the costs and charges of any transfer agent and
registrar and any custodian or attorney-in-fact appointed to act on behalf of
Purchaser, (e) all messenger and delivery expenses of the Company, (f) the
reasonable fees and expenses of any qualified independent underwriter, (g) the
reasonable fees and disbursements of counsel for the Company and the Company' s
independent public accountants, including the expenses of any special audits
and/or "cold comfort" letters required by or incident to such performance and
compliance and (h) any road show and marketing expenses; provided that Purchaser
shall pay the fees and disbursements of its own counsel, if any, and all
underwriting discounts, commissions and transfer taxes, if any, relating to the
sale or disposition of its Registrable Shares.
"Securities Act" means the U.S. Securities Act of 1933, as amended.
"Subsidiary" means, as to any person, (i) any corporation 50% of whose
stock of any class or classes having by the terms thereof ordinary voting power
to elect a majority of the directors of such corporation (irrespective of
whether or not at the time stock of any class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency) is at the time owned by such person and/or one or more Subsidiaries
of such person and (ii) any other person in which such person and/or one or more
Subsidiaries of such person has a 50% equity interest at the time.
"Voting Securities" means securities of the Company with the power to vote
with respect to the election of directors generally, including, without
limitation, Common Shares (or, where reference is made to the "voting securities
of another corporation," such term shall mean securities that are generally
entitled to vote in the election of directors of such other corporation).
"Wholly Owned Subsidiary" means, as to any person, (i) any corporation
100% of whose stock of any class or classes having by the terms thereof ordinary
voting power to elect a majority of the directors of such corporation
(irrespective of whether or not at the time stock of any class or classes of
such corporation shall have or might have voting power by reason of the
happening of any contingency) is at the time owned by such person and/or one or
more Wholly Owned Subsidiaries of such person and (ii) any other person in which
such person and/or one or more Wholly Owned Subsidiaries of such person has a
100% equity interest at the time.
2. Restrictions on Transfers.
(a) Purchaser agrees that, prior to the first anniversary of the Closing
(as defined in the Investment Agreement), it will not, directly or indirectly,
sell, transfer or otherwise dispose of any of the Shares or any interest
therein, except that Purchaser may transfer Shares under the following
circumstances:
(i) to any Wholly Owned Subsidiary of Purchaser that enters into a
standstill agreement with the Company containing terms and conditions
substantially identical to those in this Agreement, provided that any such
transferee shall not, at the time of the transfer or at any time
thereafter, be other than a Foreign Corporation (as such term is defined
in the Investment Agreement) and a Qualified Institutional Buyer (as such
term is defined in
E-A-3
Rule 144A under the Securities Act), and in any case in accordance with
all applicable law;
(ii) pursuant to any tender offer or exchange offer which is recommended
by the Board of Directors of the Company; or
(iii) in a transfer by operation of law upon consummation of a merger or
consolidation of Purchaser into another person.
(b) Notwithstanding anything to the contrary in this Agreement, Purchaser
may not, at any time, directly or indirectly, sell, transfer or otherwise
dispose of more than 9.9% of the Common Shares outstanding at the time of such
sale, transfer or other disposition to any person that generates 50% or more of
its gross revenue in its most recent fiscal year for which financial statements
are available, by writing property or casualty insurance or reinsurance, except
in the following circumstances: (i) in connection with any tender offer or
exchange offer made to all holders of outstanding Common Shares; (ii) to a
Wholly Owned Subsidiary of Purchaser provided that such Wholly Owned Subsidiary
agrees in writing with the Company to the same transfer restrictions as are
contained in this Section 2; or (iii) in a transfer by operation of law upon
consummation of a merger or consolidation of Purchaser into another person.
(c) For the avoidance of doubt, no transfer of Shares, RenRe Option Shares
or the RenRe Option or any interest therein pursuant to this Section 2 or
pursuant to the Option Agreement shall result in any increase in the number of
Demand Requests (as defined below) available.
3. Registration Rights.
(a) Demand Rights.
(i) From and after the first anniversary of the Closing (unless the
Company consents to an earlier date, such consent not be unreasonably
withheld), Purchaser has the right, on four occasions, to require the
Company to file a registration statement on Form X-0, X-0 or S-3 (or Form
F-1, F-2 or F-3) or any similar or successor to such Forms under the
Securities Act for a public offering Registrable Shares, by delivering to
the Company written notice, with a copy to St. Xxxx, stating that such
right is being exercised, naming, if applicable, the members of the
Purchaser Group whose Registrable Shares are to be included in such
registration (collectively, the "Demanding Shareholders"), specifying the
number of each such Demanding Shareholder's Registrable Shares to be
included in such registration and describing the intended method of
distribution thereof (a "Demand Request"); provided that, from and after
the fifth anniversary of the Closing, Purchaser has the right to two
additional Demand Requests if on such date Purchaser is the beneficial
owner (directly or indirectly) of more than 9.9% of the Common Shares then
outstanding. Upon receipt of a Demand Request, the Company shall use its
reasonable best efforts to promptly effect the registration under the
Securities Act of the Registrable Shares included in the Demand Request to
permit the Demanding Shareholders to sell or otherwise dispose of its
Registrable Shares included in the registration in accordance with the
method or methods of distribution intended by the Demanding Shareholders.
The
E-A-4
rights and obligations of the parties listed under this Section 3(a)(i)
are subject to the other provisions of this Agreement.
(ii) The Company's obligations pursuant to Section 3(a)(i) above are
subject to the following conditions:
(A) the Company is not obligated to fulfill a Demand Request
if it has fulfilled a Demand Request received during the period of
12 months immediately preceding the date of receipt of such Demand
Request;
(B) the Company is not obligated to fulfill a Demand Request
unless the Demand Request is for such number of Registrable Shares
with a market value that is equal to at least $50 million as of the
date of such Demand Request, provided that the last Demand Request
(as specified in Section 3(a)(i) of this Agreement) will not be
subject to the limitations of this Section 3(a)(ii)(B);
(C) the Company shall, if requested by Purchaser, undertake a
"road show" and other customary marketing efforts in connection with
the sale of Registrable Shares pursuant to such registration, at
such times and in such manner as Purchaser may reasonably request;
(D) the Company is not obligated to fulfill the requirements
herein with regard to any registration relating to a Demand Request:
(1) during any period of time (not to exceed ninety (90)
days in the aggregate during any period of twelve (12)
consecutive months) after the Company has determined to
proceed with a Securities Act registration of any of its
securities and is diligently proceeding to complete such
registration or any offering of securities pursuant thereto
(whether for its own account or that of any shareholder but
excluding any registration on Form S-8 under the Securities
Act or any similar or successor form) if, in the judgment of a
nationally recognized investment banking firm (which may be
acting as managing underwriter for any such offering or as
financial advisor to the Company), the fulfillment of such
requirements or such filing would have an adverse effect on
the offering,
(2) during any period of time (not to exceed ninety (90)
days during any period of twelve (12) consecutive months) when
the Company is in possession of material, non-public
information that the Company would not be required to disclose
publicly in the absence of any Securities Act registration of
its securities, and the disclosure of which would be
materially injurious to the Company, or
(3) during any period of time (not to exceed ninety (90)
days during any period of twelve (12) consecutive months) when
the Company is engaged in, or has determined to engage in and
is proceeding diligently with, any program for the purchase
of, or any tender offer or exchange offer for, its capital
securities, and determines, on advice of nationally
E-A-5
recognized independent U.S. counsel knowledgeable in such
matters, that such program or offer and the requested
registration may not proceed concurrently without violating
Regulation M under the Exchange Act;
(E) the Company is not required to maintain the effectiveness
of a registration statement filed pursuant to Section 3(a)(i) for a
period in excess of 90 consecutive days, which period shall be
tolled during any period in which the Company invokes its rights
under Section 3(f); provided, however, that, from and after the
third anniversary of the Closing and receipt thereafter by the
Company of written instructions from Purchaser to such effect, in
the case of any registration of Registrable Shares on Form S-3 or
F-3 which are intended to be offered on a continuous or delayed
basis, such 90-day period shall be extended until all such
Registrable Securities are sold, provided that Rule 415, or any
successor rule under the Securities Act, permits an offering on a
continuous or delayed basis, provided further that applicable rules
under the Securities Act governing the obligation to file a
post-effective amendment permit, in lieu of filing a post-effective
amendment which (1) includes any prospectus required by Section
10(a) of the Securities Act or (2) reflects facts or events
representing a material or fundamental change in the information set
forth in the registration statement, the incorporation by reference
of information required to be included in (1) and (2) above to be
contained in periodic reports filed pursuant to Section 12 or 15(d)
of the Exchange Act in the registration statement and provided
further that Purchaser shall give the Company written notice, with a
copy to St. Xxxx, at least ten business days prior to the beginning
of any fiscal quarter in which Purchaser intends to attempt to sell,
transfer or otherwise distribute any Common Shares pursuant to this
subsection (E) which are offered on a continuous or delayed basis,
which notice shall specify the aggregate number of Common Shares
Purchaser intends to attempt to sell, transfer or dispose of in such
fiscal quarter:
(F) and shall not be required to file or maintain any
registration statement that permits a delayed or continuous offering
to be made for more than 30 consecutive days, which period shall be
tolled during any period in which the Company invokes its rights
under Section 3(f), after such registration statement becomes
effective;
(G) any underwriting agreement entered into in connection with
any public offering pursuant to this Section 3 shall contain a
provision pursuant to which the managing underwriter of any such
public offering shall agree to use its reasonable best efforts to
avoid selling Registrable Shares to any one person or group of
related persons (other than another dealer acting as an underwriter
or member of any selling group in connection with such public
offering) if, as a result of such sale, any person would
beneficially or of record own directly or indirectly through a
foreign corporation, or constructively under applicable rules
contained in the Internal Revenue Code of 1986, as amended (the
"Code"), more than 9.9% of the Voting Securities; and
E-A-6
(H) Purchaser is entitled to designate any one or more lawful
methods of distribution permitted pursuant to the registration
statement (including a firm commitment underwriting) to be the
method of distribution for the registration pursuant to this Section
3(a), and Purchaser will sell its Registrable Shares included in the
registration in the designated methods (and, in the case of any
underwriting, on the same terms and conditions as the Company and
any other selling shareholder); the intended methods of distribution
shall be indicated in the Demand Request and shall be finally
determined prior to filing the registration statement. In any
distribution pursuant to a Demand Request involving an underwriter,
Purchaser is entitled to select any nationally recognized investment
banking firm to act as underwriter, provided that with respect to
any Demand Requests and piggy-back registrations for which the
Company bears the costs and expenses pursuant to Section 3(g), such
selection of an underwriter by Purchaser is subject to the consent
of the Company, such consent not to be unreasonably withheld.
(iii) Subject to Section 3(c), the Company may elect to include in
any registration statement filed pursuant to this Section 3(a) any Common
Shares to be issued by it or held by any of its Subsidiaries or by any
other shareholders only to the extent such shares are offered and sold
pursuant to, and on the terms and subject to the conditions of, any
underwriting agreement or distribution arrangements entered into or
effected by the Demanding Shareholders.
(iv) Purchaser may withdraw a Demand Request at any time. A Demand
Request withdrawn pursuant to this Section 3(a)(iv) is deemed not to have
been made for purposes of Section 3(a) and is of no further effect if and
only if Purchaser pays or reimburses the Company for all expenses and
costs incurred by the Company in connection with such Demand Request.
(b) "Piggy-Back" Rights. If at any time after the Closing the Company
proposes to register, for its own account or for the account of any shareholder,
any Common Shares on a registration statement on Form X-0, X-0 or S-3 (or Form
F-1, F-2 or F-3) or any similar or successor to such Forms under the Securities
Act for purposes of a public offering of such Common Shares, other than pursuant
to a Demand Request, Purchaser has the right to include any Registrable Shares
in such registration. The Company shall give prompt written notice of any such
proposal, including the intended method of distribution of such Common Shares,
to Purchaser. Subject to Section 3(c), upon the written request (a "Piggy-Back
Request") of Purchaser, given within fifteen (15) business days after the
transmittal of any such written notice, the Company will use its reasonable best
efforts to include in such public offering any or all of the Registrable Shares
then held by Purchaser or, if applicable, the Purchaser Group, to permit the
sale of such Registrable Shares pursuant to the intended method or methods of
distribution; provided that any participation in such public offering by
Purchaser must be on substantially the same terms as the Company's and each
other shareholder's participation therein; and provided further, that the total
number of Common Shares to be included in any such public offering may not
exceed the Maximum Number (as defined below), and Common Shares must be
allocated to give effect to this proviso as provided in Section 3(c). Purchaser
has the right to withdraw a Piggy-Back Request by giving written notice to the
Company of its election to withdraw such
E-A-7
request at least five (5) business days prior to the proposed filing date
of such registration statement. Each Piggy-Back Request by Purchaser must
specify the members of the Purchaser Group whose Registrable Shares are to
be included in the registration and the number of shares for each such
member. The Company is entitled to select any nationally recognized
investment banking firm as underwriter in a registration pursuant to this
Section 3(b).
(c) Allocation of Securities Included in a Public Offering. If the
managing underwriter or placement agent for any public offering effected
pursuant to Section 3(a) or Section 3(b) (or, if there is none, a nationally
recognized investment banking firm acting as financial advisor to the Company)
advises the Company and Purchaser in writing that the number of Common Shares
sought to be included in such public offering (including those sought to be
offered by the Company and those sought to be offered by St. Xxxx and Purchaser)
exceeds the maximum number of Common Shares whose inclusion in such public
offering would not be reasonably likely to have an adverse effect on the price,
timing or distribution of the Common Shares included in such public offering
(the "Maximum Number"), the Company shall allocate Common Shares to be included
in such public offering up to the Maximum Number as follows:
(i) in the case of any registration pursuant to Section 3(a), first
to the Demanding Shareholders, subject, if applicable, to allocation below
the Maximum Number in such manner as they may agree among themselves;
then, as to any excess, to the Company; and
(ii) in the case of any registration pursuant to Section 3(b), first
to the Company for its own account; then to Purchaser and each other
shareholder designated by the Company, subject to allocation below the
Maximum Number pro rata according to the number of Registrable Shares held
by the Purchaser Group or by such other shareholder, as the case may be.
Purchaser may allocate any allocation made to it pursuant to this Section 3(c)
among the members of the Purchaser Group as it wishes. The Company may allocate
any allocation made to it pursuant to Section 3(c)(i) among itself, its
Subsidiaries and its shareholders as it wishes, and may allocate any allocation
made to it for its own account pursuant to Section 3(c)(ii) among itself and its
Subsidiaries as it wishes.
(d) Indemnification.
(i) The Company shall indemnify, to the extent permitted by law, and
hold harmless Purchaser and each member of the Purchaser Group and each
underwriter against any losses, claims, damages or liabilities, joint or
several, or actions in respect thereof ("Claims"), to which such
indemnified party may become subject, under the Securities Act or
otherwise, insofar as such Claims arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in the registration statement, in any prospectus or preliminary
prospectus included in such registration statement or in any amendment or
supplement thereto filed with the SEC (collectively, "Registration
Documents") or insofar as such Claims arise out of or are based upon the
omission or alleged omission to state in any Registration Document a
material fact required to be stated therein or necessary to make the
statements made
E-A-8
therein not misleading, and will reimburse any such indemnified party for
any legal or other expenses reasonably incurred by such indemnified party
in investigating or defending any such Claim as such expenses are
incurred; provided that the Company is not liable in any such case to the
extent that any such Claim arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
in any Registration Document in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such
indemnified party specifically for use in the preparation of such
Registration Document.
(ii) In connection with any registration in which Purchaser is
participating, Purchaser shall indemnify, to the extent permitted by law,
and hold harmless the Company and each underwriter against any Claims to
which each such indemnified party may become subject under the Securities
Act or otherwise, insofar as such Claims arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact
contained in any Registration Document, or insofar as any claims arise out
of or are based upon the omission or alleged omission to state in any
Registration Document a material fact required to be stated therein or
necessary to make the statements made therein not misleading; provided,
however, that such indemnification is payable only if, and to the extent
that, any such Claim arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in any
Registration Document in reliance upon and in conformity with written
information furnished to the Company by or on behalf of Purchaser or any
member of the Purchaser Group specifically for use in the preparation of
such Registration Document.
(iii) Any person entitled to indemnification under Section 3(d)(i)
or (ii) above shall notify promptly the indemnifying party in writing of
the commencement of any Claim if a claim for indemnification in respect
thereof is to be made against an indemnifying party under this Section
3(d), but the omission of such notice shall not relieve the indemnifying
party from any liability which it may have to any indemnified party
otherwise than under Section 3(d)(i) or (ii). In case any action is
brought against an indemnified party and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party is entitled to
participate in, and, to the extent that it chooses, to assume the defense
thereof with counsel reasonably acceptable to the indemnified party, who
may be counsel for the indemnifying party unless the indemnified party
reasonably concludes such counsel would have a conflict of interest in
representing both indemnified and indemnifying parties (provided, that the
Company is not responsible for the fees and expenses of more than one
counsel for all indemnified parties with respect to any Claim or group of
Claims alleged to have arisen from similar facts); and, after notice from
the indemnifying party to the indemnified party that it so chooses, the
indemnifying party is not liable for any legal or other expenses
subsequently incurred by the indemnified party in connection with the
defense thereof other than reasonable costs of investigation. The
indemnifying party is not liable for any settlement of any proceeding
effected without its written consent, but if settled with such consent or
if there be a final judgment for the plaintiff, the indemnifying party
agrees to indemnify the indemnified party from and against any loss or
liability by reason of such settlement or judgment. No indemnifying party
may, without the prior written consent of the indemnified party, effect
any settlement of any pending or threatened proceeding in
E-A-9
respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party,
unless such settlement includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter
of such proceeding.
(iv) If for any reason the foregoing indemnity is unavailable to, or
is insufficient to hold harmless, an indemnified party in respect of any
Claim, (a) if the indemnified party is an underwriter, then each
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of any Claim in such proportion as is
appropriate to reflect the relative benefits received by Purchaser and the
Company, on the one hand, and the indemnified party, on the other, from
the offering of securities to which such Registration Documents relate,
(b) as between the Company and Purchaser, the indemnifying party shall
contribute to the amount paid or payable by the indemnified party as a
result of any Claim in such proportion as is appropriate to reflect the
relative benefits to and the relative fault of the indemnifying party, on
the one hand, and the indemnified party, on the other, in connection with
the statements or omissions that resulted in such Claims, as well as any
other relevant equitable considerations. If, however, the allocation
provided in clause (a) or (b) of the immediately preceding sentence is not
permitted by applicable law, or if the indemnified party failed to give
the notice required by clause (iii) above, then each indemnifying party
shall contribute to the amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect both the relative benefits
and the relative fault of the indemnifying party and the indemnified party
in connection with the statements or omissions that resulted in such
Claims as well as any other relevant equitable considerations. The
relative benefits received by Purchaser and the Company, on the one hand,
and by the underwriters, on the other, shall be deemed to be in the same
proportion as the total net proceeds from the offering of the securities
(before deducting expenses) received by Purchaser and the Company, on the
one hand, bear to the total underwriting discounts and commissions
received by the underwriters, on the other hand, in connection with such
offering. The relative fault shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates
to information supplied by the indemnifying party or by the indemnified
party and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The
amount paid or payable in respect of any Claim shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party
in connection with investigating or defending any such Claim. No person
guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) is entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
(v) As a condition to their obligations under this Section 3(d),
each of the Company and Purchaser must have received from each underwriter
of Registrable Shares included in a registration statement filed under the
Securities Act pursuant to Section 3(a) or 3(b) an undertaking to
indemnify, to the extent permitted by law, and hold harmless the Company
and Purchaser against (or if such indemnity is unavailable or is
insufficient to hold harmless an indemnified party, to provide
contribution, on substantially the same basis provided to such underwriter
in accordance with Section 3(d)(iv), in respect of) any
E-A-10
Claims to which each such indemnified party may become subject under the
Securities Act or otherwise, insofar as such Claims arise out of or are
based upon any untrue statement or alleged untrue statement of any
material fact contained in any Registration Document, or insofar as any
claims arise out of or are based upon the omission or alleged omission to
state in any Registration Document a material fact required to be stated
therein or necessary to make the statements made therein not misleading;
provided, however, that such indemnification (or contribution, as the case
may be) shall be payable only if, and to the extent that, any such Claim
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in any Registration
Document in reliance upon and in conformity with written information
furnished to the Company by or on behalf of such underwriter specifically
for use in the preparation thereof. Notwithstanding the foregoing, no
underwriter shall be required to contribute any amount in excess of the
amount by which the total price at which the Registrable Shares
underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such underwriter otherwise
has been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. The obligation of any
underwriters to provide indemnification (or contribution, as the case may
be) pursuant to this paragraph (v) shall be several in proportion to their
respective underwriting commitments and not joint.
(vi) The maximum liability of Purchaser to indemnify or contribute
payments pursuant to this Section 3(d) may not exceed the aggregate net
proceeds from the sale of Common Shares (including the sale of Common
Shares, if any, pursuant to the exercise of an over-allotment option) to
Purchaser in such registration.
(vii) The obligations of the Company pursuant to this Section 3(d)
are in addition to any liability which the Company may otherwise have and
extends, upon the same terms and conditions, to each officer, director and
general partner of any underwriter or Purchaser and to each person, if
any, who controls any underwriter or Purchaser within the meaning of the
Securities Act. The obligations of Purchaser pursuant to this Section 3(d)
are in addition to any liability which Purchaser may otherwise have and
extends, upon the same terms and conditions, to each officer, director and
general partner of the Company, any underwriter and to each person, if
any, who controls the Company or any underwriter within the meaning of the
Securities Act. The obligations of any underwriter pursuant to this
Section 3(d) are in addition to any liability which such underwriter may
otherwise have and extends, upon the same terms and conditions, to each
officer, director and general partner of the Company or Purchaser and to
each person, if any, who controls the Company or Purchaser within the
meaning of the Securities Act.
(viii) The indemnification provisions set forth in this section are
the sole and exclusive remedy of the parties hereto for any and all claims
for indemnification under this Agreement.
(e) Requirements with Respect to Registration. If and whenever the Company
is required by the provisions hereof to use its reasonable best efforts to
register any Registrable Shares under the Securities Act, the Company shall, as
promptly as practicable:
E-A-11
(i) Prepare and file with the SEC a registration statement with
respect to such Registrable Shares and use its reasonable best efforts to
cause such registration statement to become and remain effective for the
periods specified herein.
(ii) Prepare and file with the SEC such amendments and supplements
to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement current
and to comply with the provisions of the Securities Act and any
regulations promulgated thereunder with respect to the sale or other
disposition of such Registrable Shares, for as long as a prospectus
relating to any such Registrable Shares is required to be delivered under
the Securities Act, subject to the limitation in Section 3(a)(ii)(F).
(iii) Furnish to each member of the Purchaser Group participating in
the offering copies (in reasonable quantities) of summary, preliminary,
final, amended or supplemented prospectuses, in conformity with the
requirements of the Securities Act and any regulations promulgated
thereunder, and other documents as reasonably may be required in order to
facilitate the disposition of such Registrable Shares, but only while the
Company is required under the provisions hereof to keep the registration
statement current.
(iv) Use its reasonable best efforts to register or qualify the
Registrable Shares covered by such registration statement under such other
securities or blue sky laws of such jurisdictions in the United States as
the managing underwriter or placement agent (or, if none, Purchaser) shall
reasonably request, and do any and all other acts and things which may be
reasonably necessary to enable such managing underwriter, placement agent
or Purchaser to consummate the disposition of the Registrable Shares in
such jurisdictions; provided, however, that in no event is the Company
required to qualify to do business as a foreign corporation in any
jurisdiction where it is not so qualified; to execute or file any general
consent to service of process under the laws of any jurisdiction; to take
any action that would subject it to service of process in suits other than
those arising out of the offer and sale of the securities covered by the
registration statement; or to subject itself to taxation in any
jurisdiction where it has not theretofore done so unless the Company shall
have received a reasonably satisfactory indemnity in respect thereto; or
to subject itself to any insurance regulation in any jurisdiction in which
it has not theretofore been so subject.
(v) Notify Purchaser, at any time when a prospectus relating to any
Registrable Shares covered by such registration statement is required to
be delivered under the Securities Act, of the Company's becoming aware
that the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and, subject to the limitation in Section 3(a)(ii), promptly
prepare and furnish to Purchaser and each underwriter a reasonable number
of copies of a prospectus supplemented or amended so that, as thereafter
delivered to the purchasers of the Registrable Shares, such prospectus
shall not include an untrue statement of a material fact or omit to state
a
E-A-12
material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing.
(vi) As soon as practicable after the effective date of such
registration statement, and in any event within eighteen (18) months
thereafter, make generally available to Purchaser an earnings statement
(which need not be audited) covering a period of at least twelve (i2)
consecutive months beginning after the effective date of the registration
statement, which earning statement shall satisfy the provisions of Section
11(a) of the Securities Act, including at the Company's option, Rule 158
thereunder.
(vii) Deliver promptly to Purchaser, upon Purchaser's written
request, copies of all correspondence between the SEC and the Company, its
counsel or auditors and all memoranda relating to discussions with the SEC
or its staff with respect to the registration statement and permit
Purchaser to do such investigation, upon reasonable advance notice, with
respect to information contained in or omitted from the registration
statement as it deems reasonably necessary. Purchaser agrees that it will
use its reasonable best efforts not to interfere unreasonably with the
Company's business when conducting any such investigation. Purchaser shall
not, and shall not permit any member (other than a member controlling
Purchaser) of the Purchaser Group and shall use its reasonable best
efforts to cause any member of the Purchaser Group controlling Purchaser
and any underwriter in connection with such offering not to, disclose any
material non-public information received from the Company pursuant to this
Section 3(e)(vii) unless such material non-public information becomes
generally known on a non-confidential basis other than as a result of the
breach of any obligation of confidentiality.
(viii) The Company agrees that it will use its reasonable best
efforts to obtain "cold comfort" letters from the Company's independent
public accountants (including one letter when such registration statement
goes effective and one at the closing) in customary form and covering such
matters of the type customarily covered by such "cold comfort" letters.
(ix) Enter into underwriting or placement agreements in the
customary form, including, without limitation, representations and
warranties and indemnification and contribution provisions for any
underwriter or placement agent selling Registrable Shares hereunder.
(x) Use its commercially reasonable efforts to qualify (and remain
qualified) for registration on Form S-3 or F-3, as applicable.
(f) Use of Registration Statement. Purchaser shall, and shall cause each
other member (other than a member controlling Purchaser) of the Purchaser Group
and shall use its reasonable best efforts to cause each member of the Purchaser
Group controlling Purchaser and each underwriter in connection with any public
offering to, upon receipt by Purchaser of the Company's notice pursuant to
Section 3(e)(v), promptly discontinue the disposition of Registrable Shares
pursuant to the prospectus and registration statement contemplated by such
notice, until such time as Purchaser and the underwriters have received copies
of the amended or supplemented prospectus contemplated by Section 3(e)(v) and
upon such receipt by Purchaser,
E-A-13
Purchaser shall, and shall use its reasonable best efforts to cause each
underwriter in connection with any public offering to, deliver to the Company
all copies in the possession of Purchaser or any such underwriter at the time of
receipt by Purchaser of the Company's notice pursuant to Section 3(e)(v) of any
prospectus covering Registrable Shares.
(g) Expenses.
(i) The Company shall pay (to the extent permitted by the Bermuda
Companies Act 1981 as then in effect) the Registration Expenses (other
than underwriting discounts and commissions, which shall be borne by
Purchaser) incurred in connection with the first two Demand Requests, and
Purchaser shall pay the Registration Expenses (including the underwriting
discounts and commissions) incurred in connection with all other Demand
Requests, provided that in each case, each of the Company and Purchaser
shall pay the expenses of its own legal counsel and provided further, that
to the extent the Company files a registration statement in response to a
Demand Request made prior to the first anniversary of the Closing,
Purchaser will pay the Registration Expenses (including the underwriting
discounts and commissions) and such Demand Request shall not be considered
one of the first two Demand Requests for purposes of this Section 3(g)(i).
(ii) With respect to the Registration Expenses (other than
underwriting discounts and commissions, which shall be borne by Purchaser)
incurred in connection with any piggy-back registration under Section
3(b), Purchaser shall only pay such portion of such expenses that is equal
to the fraction, (A) the numerator of which is the number of Registrable
Shares registered (subject to any cutback) pursuant to the applicable
Piggy-Back Request of Purchaser, and (B) the denominator of which is the
total number of Common Shares registered under the applicable registration
statement.
(h) Certain Obligations of Purchaser. Purchaser shall provide such
information to the Company as the Company may reasonably request in connection
with any registration hereunder of Registrable Shares for Purchaser's account
and shall dispose of any such Registrable Shares pursuant to any registration
hereunder in the manner contemplated thereby, and shall notify the Company in
writing if it becomes aware of any material change or inaccuracy in such
information.
(i) Transfer of RenRe Option. In the event Purchaser transfers the RenRe
Option to one or more transferees pursuant to Section 6(c) of the RenRe Option
Agreement, following execution by any such transferee and delivery to the
Company of an instrument reasonably acceptable to the Company acknowledging that
such transferee has become a party to this Agreement and assumed Purchaser's
rights and obligations hereunder, all references herein to Purchaser with
respect to Registrable Shares consisting of Common Shares issuable pursuant to
the RenRe Option Agreement shall be deemed to apply (i) in the case of a
transfer of the RenRe Option in whole, solely to the transferee of the RenRe
Option and (ii) in the case of a transfer of the RenRe Option in part,
collectively either to the transferees of the RenRe Option or, if Purchaser has
retained a portion of the RenRe Option, to Purchaser and such transferee(s). The
Company shall be entitled to rely solely upon the instructions of Purchaser or
the transferee of the RenRe Option designated in writing by RenRe with respect
to any rights granted hereunder
E-A-14
to the holders of Registrable Option Shares. The number of demand and piggy back
registration rights afforded Purchaser hereunder shall apply in aggregate to
Purchaser and any and all said transferees, without any increase in the number
of said demand and piggy back registration rights. There are no registration
rights with respect to the RenRe Option itself.
(j) Lock-up Arrangements. Purchaser agrees that, upon the request of the
Company, it shall agree to any lock-up arrangement requested by any underwriter
for up to a 90 day period following the effectiveness of any Securities Act
registration statement covering the Company's capital securities (but excluding
any registration on Form S-8 under the Securities Act or any similar successor
form), provided, that if such registration statement relates to a public
offering of Common Shares, other than pursuant to a Demand Request, Purchaser
has the right to submit a Piggy-Back Request to the Company pursuant to Section
3(b) without regard to the notice requirement in such section.
(k) Availability of Rule 144. The Company shall use its reasonable best
efforts to ensure that the information requirement set forth in paragraph (c) of
Rule 144 is satisfied so that the safe harbor provided by Rule 144 is available
to Purchaser for all transfers of Registrable Shares made after the 90th day
after the Company becomes subject to the reporting requirements of Section 13 of
the Exchange Act. Upon request made by Purchaser at any time during such period,
the Company will provide Purchaser with a written statement confirming that the
Company has been subject to and has complied with the reporting requirements as
provided in said paragraph (c), unless the Company has included such a statement
in its then-latest annual or quarterly report filed with the SEC.
(l) Termination of Certain Rights. The rights of Purchaser to make a
Piggy-Back Request pursuant to Section 3(b) shall terminate on the first day
after the Closing on which Purchaser does not have a right to make a Demand
Request pursuant to Section 3(a) (the "Termination Date"); provided that, as to
any Registrable Shares that are subject to a Demand Request or Piggy-Back
Request duly delivered on or prior to the Termination Date, such termination
will be delayed until such shares have been disposed of pursuant to such
registration statement or such offering has been completed or abandoned.
4. Standstill and Voting Provisions; Share Repurchases.
(a) Purchaser agrees that except as contemplated in the Investment
Agreement, Purchaser and its Subsidiaries will not, and Purchaser will use its
commercially reasonable efforts to cause its Affiliates and any officer,
employee, agent or representative of Purchaser or such Affiliates (collectively,
the "Representatives") to not, directly or indirectly, (i) advise or encourage
any party or entity with respect to the voting of any Voting Securities in an
attempt to cause a Change in Control of the Company, (ii) initiate or otherwise
solicit shareholders of the Company for the granting of any proxy or the
approval of one or more shareholder proposals, or induce any other party or
entity to seek any proxy or to initiate any shareholder proposal, that in any
case results or is designed to result in a Change in Control of the Company, or
(iii) directly or indirectly acquire, announce an intention to acquire, or agree
to acquire, by purchase or otherwise, beneficial ownership of any Voting
Securities, if, immediately after any such acquisition, Purchaser or any
Subsidiary of Purchaser would beneficially or of record own, in the aggregate,
more than 19.9% of the Voting Securities then outstanding, except with the prior
E-A-15
written approval of the Company, provided, that nothing herein shall limit the
ability of Purchaser or any of its Affiliates to discuss any matter, including a
Change in Control of the Company, with St. Xxxx or any of its Affiliates. A
"Change in Control" of the Company is deemed to have occurred if (i) any person
or group (as defined for purposes of Section 13 of the Securities Exchange Act
of 1934, as amended) (excluding the Company or any Subsidiary thereof) becomes
the beneficial owner of more than 50% of the outstanding equity securities of
the Company representing the right to vote for the election of directors or (ii)
there shall occur a merger, consolidation or other business combination in which
the Company is acquired (unless the shareholders of the Company immediately
before such business combination own, directly or indirectly, immediately
following such business combination, at least a majority of the combined voting
power of the entity resulting from such business combination).
(b) In the event that the Company determines to effect repurchases of its
Common Shares (and, if applicable, New Securities, as defined below) in a
repurchase program approved by its board of directors, then Purchaser must sell
to the Company, on each day on which any Common Shares are so repurchased at a
price equal to the average price of repurchases by the Company on such day, such
number of Common Shares necessary to limit Purchaser's beneficial ownership
interest in the Company to no more than 19.9% of the outstanding Voting
Securities (on an Unadjusted Basis (as defined in the Company's bye-laws)) after
all such repurchases, or such higher limit as the Company may approve in
writing; provided, that Purchaser may require that any repurchases from it by
the Company must be at the average purchase price of any repurchases effected by
the Company on such day pursuant to Rule 10b-18 under the Exchange Act. The
precise number of Common Shares to be repurchased by the Company from Purchaser
will be rounded up to the nearest round lot number.
(c) Notwithstanding anything in Section 4(b) to the contrary, if (i)
Purchaser beneficially owns less than 19.9% of the outstanding Voting Securities
on an Unadjusted Basis (as defined in the Company's bye-laws) or such higher
limit as the Company may approve in writing other than as a result of any
voluntary sale of Common Shares by Purchaser, and (ii) Purchaser thereafter
purchases Common Shares to maintain such beneficial ownership level at 19.9% or
such higher limit as the Company may approve in writing either (A) in accordance
with its pre-emptive rights under Section 5 or (B) in the open market, in each
case within 60 days after suffering such dilution, then any repurchases by the
Company of its Common Shares in the period that is six months plus one day from
the trade date of any such purchase by Purchaser in accordance with clause (A)
or (B) may only be effected in a manner that either does not trigger Purchaser's
obligation pursuant to Section 4(b) to sell back Common Shares to the Company,
or would not result in any requirement by Purchaser to disgorge profits pursuant
to Section 16(b) of the Exchange Act.
(d) Purchaser shall use its commercially reasonable efforts to cause all
Voting Securities beneficially owned directly or indirectly by it or any
Subsidiary to be present for quorum purposes, in person or represented by proxy
at every meeting of holders of Common Shares (or, if applicable, in any matter
to be acted upon by written consent of shareholders without a meeting).
E-A-16
5. Pre-emptive Rights.
(a) If the Company proposes to issue (a "Dilutive Transaction") any Common
Shares or any securities convertible into or exchangeable for or carrying in any
way the right to acquire Common Shares (the "New Securities"), Purchaser will
have the right to subscribe for up to such number of New Securities as is
necessary to maintain Purchaser' s beneficial ownership interest in the Company
at the same percentage owned immediately prior to the Dilutive Transaction
(assuming conversion or exchange of the New Securities; provided, however, that
Purchaser shall not have a right to subscribe for any New Securities if the
ownership of such New Securities would cause Purchaser to beneficially own in
excess of 19.9% of the outstanding Voting Securities, or such higher limit as
the Company may approve in writing. The precise number of New Securities to be
issued to Purchaser will be rounded up to the nearest round lot number. For the
avoidance of doubt, the issuance of Common Shares upon the settlement of the
Purchase Contracts forming part of the ESUs is deemed to be a Dilutive
Transaction.
(b) If the Company proposes to issue New Securities, it shall give
Purchaser 30 days' written notice of its intention, describing the type and
number of New Securities and the price and terms upon which the Company proposes
to issue the same. Purchaser shall have ten days from the date of receipt of any
such notice to agree to purchase up to Purchaser's pro rata share of New
Securities specified above for the same price paid to the Company in connection
with such Dilutive Transaction (i.e., less underwriting discounts and
commissions) by giving written notice to the Company and stating therein the
quantity of New Securities to be purchased.
(c) In the event that Purchaser fails to exercise its pre-emptive right
within the ten-day notice period, the Company shall have 120 days thereafter to
sell the New Securities with respect to which Purchaser's pre-emptive right was
not exercised, upon the same terms specified in the Company's notice to
Purchaser (except that underwriting discounts and commissions may be paid),
provided that the Company shall not be obligated to issue such New Securities.
To the extent the Company does not sell all the New Securities offered within
such 120-day period, the Company shall not thereafter issue or sell such New
Securities without first again offering such securities to Purchaser in the
manner provided above.
(d) Notwithstanding anything in this Section 5 to the contrary, the
parties hereby agree that
(i) any New Securities issued pursuant to (A) any director or
employee benefit plans of the Company or (B) any acquisition transaction
engaged in by the Company are not to be deemed Dilutive Transactions and
that, consequently, no preemptive rights will attach with respect to New
Securities issued pursuant to clauses (A) and (B);
(ii) Purchaser's pre-emptive rights to subscribe for New Securities
will terminate without any further action by either party hereto at such
time as Purchaser beneficially owns less than 6.25% of the outstanding
Common Shares;
(iii) Purchaser shall have no pre-emptive rights with respect to any
proposed Dilutive Transaction if (A) to the extent a proposed Dilutive
Transaction is an
E-A-17
underwritten public offering, the underwriters request a reduction of the
number of New Securities to be issued, or (B) prior to a Dilutive
Transaction a nationally recognized investment bank mutually agreed by the
parties advises Purchaser and the Company in writing that Purchaser
exercising pre-emptive rights in connection with such Dilutive Transaction
would materially hinder or interfere with such proposed Dilutive
Transaction;
(iv) with respect to any New Securities that are securities
convertible into or exchangeable for or carrying in any way the right to
acquire Common Shares ("Convertible New Securities"), the terms of such
Convertible New Securities issuable to Purchaser upon exercise of the
pre-emptive rights shall contain provisions which preclude conversion into
or exchange for the underlying Common Shares until such time as
Purchaser's ownership of Voting Securities measured immediately after such
conversion or exchange is no more than 19.9% of the total number of
outstanding Voting Securities, or such higher limit as the Company may
approve in writing. Ownership for this purpose will be determined under
Section 958 of the Code. These special limitations on conversions or
exchanges shall lapse upon a transfer of the Convertible New Securities by
Purchaser to a person with which Purchaser has no constructive ownership
relationship under Section 958 of the Code; and
(v) Purchaser shall have no pre-emptive rights in the event of an
issuance of Common Shares upon the conversion or exchange of New
Securities with respect to the issuance of which Purchaser had pre-emptive
rights.
(e) Cooperation.
(i) For so long as Purchaser has the right to exercise any
pre-emptive rights pursuant to this Section 5, each party hereto shall use
its commercially reasonable efforts to obtain all authorizations,
consents, orders and approvals of all governmental authorities and
officials that may be or become necessary in connection with Purchaser's
exercise of such rights, and will cooperate reasonably with the other
party in promptly seeking to obtain all such authorizations, consents,
orders and approvals. The parties hereto agree to cooperate reasonably,
complete and file any joint applications for any authorizations from any
governmental authorities reasonably necessary or desirable to effectuate
the transactions contemplated by this Section 5. The parties hereto agree
that they will keep each other apprised of the status of matters relating
to the exercise of the pre-emptive rights contemplated under this Section
5, including reasonably promptly furnishing the other with copies of
notices or other communications received by the Company or Purchaser, from
all third parties and governmental authorities with respect to the
pre-emptive rights contemplated by this Section 5.
(ii) For so long as Purchaser has the right to exercise any
pre-emptive rights pursuant to this Section 5, the Company and Purchaser
agree to reasonably promptly prepare and file, if necessary, any filing
under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as
amended, with the Federal Trade Commission (the "FTC") and the Antitrust
Division of the Department of Justice (the "DOJ") in order to enable
Purchaser to exercise such pre-emptive rights under this Section 5. Each
party hereby
E-A-18
covenants to cooperate reasonably with the other such party to the extent
reasonably necessary to assist in making any reasonable supplemental
presentations to the FTC or the DOJ, and, if requested by the FTC or the
DOJ, to reasonably promptly amend or furnish additional information
thereunder.
(iii) Any reasonable out-of-pocket costs and expenses arising in
connection with actions taken pursuant to this Section 5(e) shall be borne
by Purchaser.
6. Specific Performance. Each of Purchaser and the Company acknowledges
that the other party would not have an adequate remedy at law for money damages
if any of the covenants or agreements of the other party in this Agreement were
not performed in accordance with its terms and therefore agrees that the other
party shall be entitled to specific enforcement of such covenants or agreements
and to injunctive and other equitable relief in addition to any other remedy to
which it may be entitled, at law or in equity.
7. Legend. Each of the Company and Purchaser agrees that the certificates
for the Shares and the RenRe Option shall bear the following legend thereon,
which legend shall remain until the date the securities represented by such
certificates are transferred in accordance with the provisions of this
Agreement. In the event of the termination of this Agreement pursuant to Section
13, the second sentence of the legend shall be removed:
THESE SECURITIES WERE SOLD IN A PRIVATE PLACEMENT, AND ANY COMMON SHARES
ISSUED UPON EXERCISE HEREOF WILL BE ISSUED AND SOLD, WITHOUT REGISTRATION
UNDER THE SECURITIES ACT OF 1933, AND MAY BE OFFERED OR SOLD ONLY IF
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR IF AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. THESE SECURITIES ARE SUBJECT TO THE PROVISIONS
OF A TRANSFER RESTRICTIONS, REGISTRATION RIGHTS AND STANDSTILL AGREEMENT
DATED ___________________, 2002, BY AND BETWEEN THE ISSUER AND THE
PURCHASER IDENTIFIED THEREIN, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN
ACCORDANCE THEREWITH.
8. Entire Agreement. This Agreement, the Investment Agreement, the
Services Agreement, the RenRe Option Agreement and the Confidentiality Agreement
(which Confidentiality Agreement shall terminate as of Closing), contain the
entire understanding of the parties with respect to the subject matter of such
agreements. This Agreement may not be amended or any provision waived except by
a writing signed, in the case of an amendment, by each party hereto and, in the
case of a waiver, by the party against whom the waiver is to be effective. No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof unless the other party is materially
prejudiced thereby, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege. The rights and remedies herein provided shall be cumulative and
not exclusive of any rights and remedies provided by law.
9. Assignment. This Agreement is not assignable by either of the parties
without the prior written consent of the other, except that this Agreement may
be assigned by the Purchaser to (1) any Subsidiary of Purchaser that is a
Foreign Corporation (as defined in the Investment
E-A-19
Agreement) and a Qualified Institutional Buyer (as such term is defined in Rule
144A under the Act), provided that such assignee enters into an assumption
agreement reasonably satisfactory to the Company, and, provided further that no
assignment pursuant to this clause shall relieve Purchaser of its obligations
hereunder, and (ii) Purchaser may assign in whole or in part its rights and
obligations under this Agreement (excluding Sections 4 and 5 hereof) to any
transferee of Registrable Shares representing more than 4% of the outstanding
Common Shares. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns.
10. Severability. If any term, provision or restriction of this Agreement
is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions and restrictions of this
Agreement shall remain in full force and effect, unless such action would
substantially impair the benefits to either party of the remaining provisions of
this Agreement.
11. Notices. Any notices and other communications required to be given
pursuant to this Agreement shall be deemed to have been duly given or made as of
the date delivered or mailed if delivered personally, mailed by registered or
certified mail (postage prepaid, return receipt requested), or delivered by
facsimile or by telex, as follows:
If to the Company:
Platinum Underwriters Holdings, Ltd.
Clarendon Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxxxx XX (00)
Xxxxxxx
Xxxxxxxxx: General Counsel
Telecopier: (000) 000-0000
with copies to:
Xxxxx X. Xxxxxx
Xxxxx Xxxxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
If to Purchaser:
RenaissanceRe Holdings Ltd.
Xxxxxxxxxxx Xxxxx
0-00 Xxxx Xxxxxxxx
Xxxxxxxx XX00 Xxxxxxx
Attention: Xxxxxxx X. Xxxxxxxxx, General Counsel
Telecopier: (000) 000-0000
E-A-20
with copies to:
Xxxx X. X'Xxxxxxxx
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Telecopier: (000) 000-0000
12. Effectiveness of Agreement. This Agreement shall become effective only
upon the execution and delivery of this Agreement by the parties hereto and the
occurrence of the Closing under the Investment Agreement.
13. Termination. This Agreement shall terminate upon the occurrence of any
of the following:
(a) the written agreement of the Company and Purchaser to terminate this
Agreement; or
(b) Purchaser shall cease to own Voting Securities.
provided, that the provisions set forth in Section 4(a) hereof will continue in
effect until six months after the termination of this Agreement.
14. Expenses. Except as otherwise provided herein, all costs and expenses
incurred in connection with this Agreement shall be paid by the party incurring
such cost or expense.
15. Governing Law, etc. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without regard to the
conflicts of laws rules of such State. This Agreement may be executed in one or
more counterparts, which together will constitute a single agreement.
16. Jurisdiction. Except as otherwise expressly provided in this
Agreement, the parties hereto agree that any suit, action or proceeding seeking
to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby shall be
brought in the United States District Court for the Southern District of New
York or, if such court shall not have jurisdiction over such suit, any New York
State court sitting in New York City, so long as such courts shall have subject
matter jurisdiction over such suit, action or proceeding, and that any cause of
action arising out of this Agreement shall be deemed to have arisen from a
transaction of business in the State of New York, and each of the parties hereby
irrevocably consents only with respect to such suits, actions or proceedings to
the jurisdiction of such courts (and of the appropriate appellate courts
therefrom) in any such suit, action or proceeding and irrevocably waives, to the
fullest extent permitted by law, any objection that it may now or hereafter have
to the laying of the venue of any such suit, action or proceeding in any such
court or that any such suit, action or proceeding which is brought in any such
court has been brought in an inconvenient forum. Without limiting the foregoing,
each party agrees that service of process on such party by hand delivery as
provided in Section 11 shall be deemed effective service of process on such
party.
E-A-21
17. Waiver of Jury Trial. Each of the parties hereto irrevocably waives
any and all right to trial by jury in any legal proceeding arising out of or
related to this Agreement or the transactions contemplated hereby.
18. Captions. The captions herein are included for convenience of
reference only and shall be ignored in the construction or interpretation
hereof.
E-A-22
If you are in agreement with the foregoing, please sign the accompanying
copy of this letter and return it to the Company, whereupon this letter shall be
a binding agreement between you and the Company.
Very truly yours,
PLATINUM UNDERWRITERS HOLDINGS,
LTD.
By:
----------------------------
Name:
Title:
Accepted and agreed as of the date first written above:
RENAISSANCERE HOLDINGS, LTD.
By:
---------------------------
Name:
Title:
E-A-23
EXHIBIT B
RENAISSANCERE OPTION AGREEMENT
NONE OF THE RENRE OPTION (AS DEFINED BELOW) AND THE COMMON SHARES DELIVERABLE
UPON EXERCISE OF THE RENRE OPTION HAVE BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933. NEITHER THE RENRE OPTION, NOR ANY INTEREST THEREIN, NOR ANY COMMON
SHARES DELIVERABLE UPON EXERCISE THEREOF MAY BE ASSIGNED OR OTHERWISE
TRANSFERRED, DISPOSED OF OR ENCUMBERED EXCEPT FOLLOWING RECEIPT BY PLATINUM
UNDERWRITERS HOLDINGS, LTD. (THE "COMPANY") OF EVIDENCE SATISFACTORY TO IT,
WHICH MAY INCLUDE AN OPINION OF UNITED STATES COUNSEL, THAT SUCH TRANSFER DOES
NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR STATE SECURITIES LAWS AND
UPON OBTAINMENT OF ANY REQUIRED GOVERNMENT APPROVALS. TRANSFER (AS DEFINED IN
THE COMPANY'S BYE-LAWS) OF THE RENRE OPTION OR ANY INTEREST THEREIN, OR ANY
COMMON SHARES DELIVERABLE UPON EXERCISE THEREOF, MAY BE DISAPPROVED BY THE BOARD
OF DIRECTORS OF THE COMPANY IF, IN ITS REASONABLE JUDGMENT, IT HAS REASON TO
BELIEVE THAT SUCH TRANSFER MAY EXPOSE THE COMPANY, ANY SUBSIDIARY THEREOF, ANY
SHAREHOLDER OR ANY PERSON CEDING INSURANCE TO THE COMPANY OR ANY SUCH SUBSIDIARY
TO ADVERSE TAX OR REGULATORY TREATMENT IN ANY JURISDICTION. COMMON SHARES
OBTAINED UPON EXERCISE OF THE RENRE OPTION ARE SUBJECT TO SUBSTANTIAL
RESTRICTIONS ON TRANSFER AS SET FORTH IN SECTION 6(C) OF THIS OPTION AGREEMENT.
This OPTION AGREEMENT is made this [_] day of September 2002 between
PLATINUM UNDERWRITERS HOLDINGS, LTD., a company organized under the laws of the
Islands of Bermuda (the "Company"), and RENAISSANCERE HOLDINGS LTD., a company
organized under the laws of the Islands of Bermuda ("RenRe").
RECITALS:
WHEREAS, the Company is contemplating an initial public offering (the
"Public Offering") of its common shares of par value U.S. $0.01 per share (the
"Common Shares");
WHEREAS, RenRe and the Company have entered into an Investment Agreement,
dated as of September 20, 2002 (the "Investment Agreement") in which RenRe and
the Company have set forth certain terms of their continuing relationship
following the Public Offering; and
WHEREAS, as contemplated by the Investment Agreement, contingent upon the
consummation of the Public Offering, RenRe will purchase from the Company a
number of Common Shares determined as set forth in the Investment Agreement and
the RenRe Option, as defined below, exercisable under the circumstances
specified in this Agreement.
NOW, THEREFORE, in furtherance of the transactions contemplated by the
Investment Agreement, and in consideration of the mutual promises, covenants and
agreements set forth
E-B-1
therein and herein, the receipt and sufficiency of which are acknowledged, the
parties hereby agree as follows:
1. (a) The Company grants RenRe an option (the "RenRe Option") to purchase for
cash up to 2,500,000 Common Shares (the "RenRe Option Shares") following the
completion of the Public Offering.
(b) The RenRe Option is exercisable, at an exercise price per Common Share
equal to 120 percent of the initial public offering price per Common Share (the
"RenRe Option Price"), in whole or in part at any time prior to the tenth
anniversary of the completion of the Public Offering (the "Exercise Period").
(c) An "Exercise Date" is any day during an Exercise Period, other than a
Saturday, Sunday or other day on which banking institutions in New York City or
Bermuda are authorized or obligated by law or executive order to close (a
"Business Day"). A RenRe Option may be exercised as provided herein until 12:01
A.M., New York City time, on the first day after the expiration of the Exercise
Period.
(d) Notwithstanding anything to the contrary in this Agreement, RenRe's
beneficial ownership interest in the Common Shares may not at any time and under
any circumstances exceed i9.9% of the then outstanding Common Shares or such
higher limit as the Company may approve in writing. It is agreed and understood
that, prior to any exercise of the RenRe Option, RenRe shall, if necessary,
dispose of such number of Common Shares so that, immediately after any exercise
of the RenRe Option, except with the prior written approval of the Company,
RenRe will not beneficially own more than 19.9% of the then outstanding Common
Shares.
(e) RenRe Option Shares upon issue will rank equally in all respects with
the other Common Shares of the Company, but in no case will any RenRe Option
Shares carry any option or other right to subscribe for further additional
shares.
(f) RenRe is not, solely by virtue hereof, entitled to any rights of a
shareholder in the Company either at law or in equity.
(g) Upon any merger, amalgamation, consolidation, scheme of arrangement or
similar transaction involving the Company and any third party that is not a
subsidiary of the Company, or any sale of all or substantially all the assets of
the Company to any third party that is not a subsidiary of the Company (each, a
"Transaction") in which all holders of Common Shares become entitled to receive,
in respect of such shares, any capital stock, rights to acquire capital stock or
other securities of the Company or of any other person, any cash or any other
property, or any combination of the foregoing (collectively, "Transaction
Consideration"), the RenRe Option shall entitle RenRe to receive all Transaction
Consideration that RenRe would have been entitled to if it had exercised the
RenRe Option in full immediately prior to the Transaction (to the extent it
remains unexercised and without regard to the limitations in Section 1(c)
hereof), in each case upon payment by RenRe of the RenRe Option Price as in
effect immediately prior to such time. In determining the kind and amount of
Transaction Consideration that RenRe would be entitled to receive in respect of
any Transaction pursuant to this Section 1(g), RenRe shall be entitled to
exercise any rights of election as to the kinds and amounts of consideration
receivable
E-B-2
in such Transaction that are provided to holders of Common Shares in such
Transactions. Any adjustment in respect of a Transaction pursuant to this
Section 1(g) shall become effective immediately after the effective time of such
Transaction, retroactive to any record date therefor. The Company shall take
such action as is necessary to ensure that RenRe shall be entitled to receive
Transaction Consideration upon the terms and conditions provided in this Section
1(g). Notwithstanding the foregoing, if an adjustment is made pursuant to this
Section 1(g) in respect of a Transaction that involves a Change of Control (as
defined below), RenRe shall be entitled to exercise the RenRe Option pursuant to
this Section 1(g) without regard to Section 1(c) hereof. A Transaction is deemed
to have involved a "Change of Control" if the beneficial owners of the
outstanding Common Shares immediately prior to the effective time of such
Transaction are not the beneficial owners of a majority of the total voting
power of the surviving or acquiring entity in the Transaction, as the case may
be, immediately after such effective time.
2. (a) To exercise the RenRe Option in accordance with Section 1(b) hereof,
RenRe shall provide written notice to the Company of its intention to exercise
all or a portion of the RenRe Option at least ten (10) Business Days prior to
the intended Exercise Date (such notice must indicate the number of the RenRe
Option Shares RenRe intends to purchase upon exercise of the RenRe Option and
must be in writing signed by or on behalf of RenRe and delivered or sent to the
Company in accordance with Section 8 hereof).
(b) The Company shall issue and allot RenRe Option Shares upon exercise of
the RenRe Option and payment of the total price payable therefor.
(c) Concurrently with the issuance of the RenRe Option Shares pursuant to
Section 2(b) above, RenRe shall pay the aggregate RenRe Option Price for any
exercise hereunder by wire transfer of immediately available funds to an account
specified at least five (5) Business Days in advance by the Company such RenRe
Option Price being an amount in U.S. dollars equal to the product of (i) the
number of RenRe Option Shares that RenRe intends to purchase pursuant to any
exercise of the RenRe Option and (ii) the RenRe Option Price.
(d) Notwithstanding anything to the contrary in this Agreement, the RenRe
Option may not be exercised under this Agreement unless the required regulatory
approvals set forth in Section 5 shall have been obtained.
3. (a) In case the Company at any time after the date that the number of Common
Shares issuable pursuant to the Public Offering and the RenRe Investment has
been determined:
(A) declares or pays a dividend or makes any other
distribution with respect to its capital stock in Common Shares such
that the number of Common Shares outstanding is increased,
(B) subdivides or splits-up its outstanding Common Shares,
such that the number of Common Shares outstanding is increased,
(C) combines its outstanding Common Shares into a smaller
number of Common Shares or
E-B-3
(D) effects any reclassification of the Common Shares other
than a change in par value (including any such reclassification in
connection with an amalgamation or merger in which the Company is
the surviving entity or a reincorporation of the Company),
the number of Common Shares purchasable upon exercise of the RenRe Option shall
be proportionately adjusted so that RenRe will be entitled to receive the kind
and number of Common Shares or other securities of the Company which it would
have been entitled to receive after the happening of any of the events described
above if the RenRe Option had been exercised immediately prior to the happening
of such event or any record date with respect thereto. An adjustment made
pursuant to this paragraph 3(a) shall become effective immediately after the
effective date of such event retroactive to the record date, if any, for such
event.
(b) In case the Company issues rights, options or warrants to all holders
of its outstanding Common Shares entitling them to subscribe for or purchase
Common Shares at a price per share which is lower at the record date mentioned
below than the then Current Market Value (as defined in Section 3(d)), the
number of RenRe Option Shares that RenRe may purchase thereafter upon the
exercise of the RenRe Option will be determined by multiplying the number of
RenRe Option Shares theretofore purchasable upon exercise of the RenRe Option by
a fraction, of which the numerator is the sum of (A) the number of Common Shares
outstanding on the record date for determining shareholders entitled to receive
such rights, options or warrants plus (B) the number of additional Common Shares
offered for subscription or purchase, and of which the denominator shall be the
sum of (A) the number of Common Shares outstanding on the record date for
determining shareholders entitled to receive such rights, options or warrants
plus (B) the number of shares which the aggregate offering price of the total
number of Common Shares so offered would purchase at the Current Market Value
(as defined below in Section 3(d)) per share of Common Shares at such record
date. Such adjustment shall be made whenever such rights, options or warrants
are issued, and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such rights, options or
warrants.
(c) In the event the Company distributes to all holders of its Common
Shares any of the capital stock of any of its subsidiaries (each, a
"Subsidiary"), the RenRe Option will upon such distribution be deemed to be an
option to purchase the kind and number of shares of the capital stock of the
Subsidiary which RenRe would have been entitled to receive after such
distribution had the RenRe Option been exercised immediately prior to such
distribution or any record date with respect thereto. The roll-over of the RenRe
Option into an option to purchase shares of capital stock of the applicable
Subsidiary pursuant to this Section 3(c) will become effective immediately after
the effective date of the distribution of shares of the capital stock of the
applicable Subsidiary to shareholders of the Company described above.
(d) For the purpose of any computation under Section 3(b), the "Current
Market Value" of such Common Shares on a specified date is deemed to be the
average of the daily closing prices per share for the ten consecutive Trading
Days (as defined below) ending on the day before the applicable record date.
"Trading Day" means each Monday, Tuesday, Wednesday, Thursday and Friday, other
than any day on which the Common Shares are not traded on the applicable
securities exchange or on the applicable securities market. The closing price
for each day is the reported last sale price regular way or, in case no such
reported sale
E-B-4
takes place on such day, the average of the reported closing bid and asked
prices regular way, in either case on the New York Stock Exchange or, if the
Common Shares are not listed or admitted to trading on such Exchange, on the
principal national securities exchange on which the Common Shares are listed or
admitted to trading or, if not listed or admitted to trading on any national
securities exchange, on the NASDAQ National Market or, if the Common Shares are
not listed or admitted to trading on any national securities exchange or quoted
on the NASDAQ National Market, the average of the closing bid and asked prices
in the over-the-counter market as furnished by any New York Stock Exchange
member firm reasonably selected from time to time by the Board of Directors of
the Company for that purpose.
(e) In the event the Company shall, in any calendar year, by dividend or
otherwise, distribute to all or substantially all holders of its Common Shares
(the "Current Distribution") (i) any dividend or other distribution of cash,
evidences of indebtedness, or any other assets or properties (other than as
described in Sections 3(a)-(c) above) or (ii) any options, warrants or other
rights to subscribe for or purchase any of the foregoing, with a fair value (as
determined in good faith by the Company's Board of Directors) per Common Share
that, when combined with the aggregate amount per Common Share paid in respect
of all other such distributions to all or substantially all holders of its
Common Shares within such calendar year, exceeds (1) for calendar year 2003, the
Initial Dividend (as defined below) or (2) for any subsequent calendar year, an
amount equal to the Initial Dividend increased at a rate of 10% per annum from
January 1, 2003, compounded annually on December 31 of each year commencing in
2003 (such excess of the Current Distribution being herein referred to as the
"Excess Distribution Amount"), the per share RenRe Option Price in effect
immediately prior to the close of business on the date fixed for such payment
shall be reduced by the Excess Distribution Amount, such reduction to become
effective immediately prior to the opening of business on the day following the
date fixed for such payment. The "Initial Dividend" means the distributions
described in items (i) and (ii) above paid by the Company to all or
substantially all holders of its Common Shares during the 2003 calendar year as
determined by the Company' s Board of Directors, up to a maximum of $0.44 per
Common Share.
(f) Whenever the number of Common Shares purchasable by RenRe upon the
exercise of the RenRe Option is adjusted, as herein provided, the RenRe Option
Price shall be adjusted by multiplying the RenRe Option Price immediately prior
to such adjustment by a fraction, of which the numerator shall be the number of
RenRe Option Shares purchasable upon the exercise of the RenRe Option
immediately prior to such adjustment, and of which the denominator shall be the
number of RenRe Option Shares purchasable immediately thereafter.
(g) No adjustment in the number of RenRe Option Shares purchasable upon
the exercise of the RenRe Option need be made under Section 3(b) and (c) if the
Company issues or distributes, pursuant to this Agreement, to RenRe the shares,
rights, options, warrants, securities or assets referred to in those paragraphs
which RenRe would have been entitled to receive had the RenRe Option been
exercised prior to the happening of such event or the record date with respect
thereto. No adjustment need be made for a change in the par value of the RenRe
Option Shares.
(h) For the purpose of this Section 3, the term "Common Shares" shall mean
(i) the class of stock consisting of the Common Shares of the Company, or (ii)
any other class of stock
E-B-5
resulting from successive changes or reclassification of such shares other than
consisting solely of changes in par value. In the event that at any time, as a
result of an adjustment made pursuant to Section 3(a) above, RenRe will become
entitled to receive any securities of the Company other than Common Shares,
thereafter the number of such other securities so receivable upon exercise of
the RenRe Option and the RenRe Option Price of such securities will be subject
to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the RenRe Option Shares contained
in paragraphs (a) through (f), inclusive, above; provided, however, that the
RenRe Option Price will at no time be less than the aggregate par value of the
Common Shares or other securities of the Company obtainable upon exercise of the
RenRe Option.
(i) In the case of Section 3(b), upon the expiration of any rights,
options or warrants or if any thereof shall not have been exercised, the RenRe
Option Price and the number of Common Shares purchasable upon the exercise of
the RenRe Option shall, upon such expiration, be readjusted and shall thereafter
be such as they would have been had they been originally adjusted (or had the
original adjustment not been required, as the case may be) as if (A) the only
Common Shares so issued were the Common Shares, if any, actually issued or sold
upon the exercise of such rights, options or warrants and (B) such Common
Shares, if any, were issued or sold for the consideration actually received by
the Company upon such exercise plus the aggregate consideration, if any,
actually received by the Company for the issuance, sale or grant of all such
rights, options or warrants whether or not exercised; provided, further, that no
such readjustment may have the effect of increasing RenRe Option Price or
decreasing the number of Common Shares purchasable upon the exercise of the
RenRe Option by an amount in excess of the amount of the adjustment initially
made in respect to the issuance, sale or grant or such rights, options or
warrants.
(j) In the case of Section 3(b), on any change in the number of Common
Shares deliverable upon exercise of any such rights, options or warrants, other
than a change resulting from the antidilution provisions hereof, the number of
RenRe Option Shares thereafter purchasable upon the exercise of the RenRe Option
shall forthwith be readjusted to such number as would have been obtained had the
adjustment made upon the issuance of such rights, options or warrants not
converted prior to such change (or rights, options or warrants related to such
securities not converted prior to such change) been made upon the basis of such
change.
(k) The Company may at its option, at any time during the term of the
RenRe Option, reduce the then current RenRe Option Price to any amount and for
any period of time deemed appropriate by the Board of Directors of the Company,
including such reductions in the exercise price as the Company considers to be
advisable in order that any event treated for Federal income tax purposes as a
dividend of stock or stock rights shall not be taxable to the recipients.
4. The Company undertakes to use commercially reasonable efforts to increase its
authorized share capital prior to the dates upon which the RenRe Option shall
become exercisable to a level sufficient to satisfy any exercise of the RenRe
Option.
5. (a) For so long as the RenRe Option is exercisable hereunder, each party
hereto shall (i) use its commercially reasonable efforts to obtain all
authorizations, consents, orders and approvals of all governmental authorities
and officials that may be or become necessary for the
E-B-6
performance of its obligations pursuant to this Agreement and (ii) cooperate
reasonably with the other party in promptly seeking to obtain all such
authorizations, consents, orders and approvals. The parties hereto agree to
cooperate reasonably, complete and file any joint applications for any
authorizations from any governmental authorities reasonably necessary or
desirable to effectuate the transactions contemplated by this Agreement. The
parties hereto agree that they will keep each other apprised of the status of
matters relating to the exercise of the RenRe Option, including reasonably
promptly furnishing the other with copies of notices or other communications
received by the Company or RenRe, from all third parties and governmental
authorities with respect to the RenRe Option.
(b) For so long as the RenRe Option is exercisable, the Company and RenRe
agree to reasonably promptly prepare and file, if necessary, any filing under
the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR
Act") with the Federal Trade Commission (the "FTC") and the Antitrust Division
of the Department of Justice (the "DOJ") in order to enable RenRe to exercise
such RenRe Option pursuant to this Agreement. Each party hereby covenants to
cooperate reasonably with the other such party to the extent reasonably
necessary to assist in making reasonable supplemental presentations to the FTC
or the DOJ, and, if requested by the FTC or the DOJ, to reasonably promptly
amend or furnish additional information thereunder.
(c) Any reasonable out-of-pocket costs and expenses arising in connection
with actions taken pursuant to this Section 5 shall be borne by RenRe.
6. (a) The RenRe Option and the RenRe Option Shares may not be assigned or
otherwise transferred, disposed of or encumbered by RenRe (or any subsequent
transferee) in whole or in part except as provided in this Section 6.
(b) In the event of a merger of RenRe into another person, or a sale,
transfer or lease to another person of all or substantially all the assets of
RenRe, the RenRe Option or the RenRe Option Shares may be transferred as part of
such transaction to the other party to such transaction.
(c) On and after the date which is the second anniversary of the closing
date of the Public Offering, RenRe may transfer the RenRe Option or the RenRe
Option Shares, in whole or in part, in one or more private transaction(s) to up
to three institutional accredited investors; provided, however, that any
proposed transfer is conditioned upon
(i) receipt by the Company of evidence satisfactory to it, which may
include an opinion of United States counsel that such transfer would not
require registration under the Securities Act or state securities laws and
upon the obtainment of any required government approvals (which approvals
the Company agrees to use commercially reasonable efforts to assist in
obtaining); and
(ii) the proposed transferee executing and delivering instruments
reasonably acceptable to the Company acknowledging
(A) that the RenRe Option and the RenRe Option Shares have not
been registered under the Securities Act and, accordingly, the
transferee may not offer,
E-B-7
sell, assign, pledge or otherwise transfer the RenRe Option or any
RenRe Option Shares except pursuant to an effective registration
statement under the Securities Act covering such RenRe Option Shares
or pursuant to an available exemption from the registration
requirements of the Securities Act and in compliance with all
applicable state securities laws;
(B) that the Company is entitled to decline to register any
transfer (as defined in the Company' s bye-laws) of RenRe Option
Shares, and any transfer of RenRe Option and RenRe Option Shares
shall be void, unless (i) such transfer is made pursuant to and in
accordance with Rule 144 (provided that the Company (or its
designated agent for such purpose) may request a certificate
satisfactory to it of compliance by the transferor with the
requirements of Rule 144), (ii) such transfer is made pursuant to
another available exemption from the registration requirements of
the Securities Act (provided that, if not already a party hereto,
the intended transferee agrees to abide by the provisions of this
Section 6(c)(ii), and provided, further, that, if the Company
requests, the transferor first provides the Company (or such agent)
with evidence satisfactory to it, which may include an opinion of
U.S. counsel satisfactory to the Company, to the effect that such
transfer is made pursuant to another available exemption from the
registration requirements of the Securities Act), (iii) such
transfer is made pursuant to an effective registration statement
under the Securities Act covering the RenRe Option Shares being
transferred, including a registration statement filed pursuant to
the Standstill Agreement and in all cases pursuant to this clause
(B) such transfer is in compliance with all applicable state
securities laws (the Company being entitled to waive or modify the
foregoing transfer requirements, generally or in any particular
case, to the extent that it determines, on advice of U.S. counsel,
that compliance with such requirements is not necessary to ensure
compliance with the Securities Act or any applicable state
securities laws, or such modification is necessary to ensure
compliance with the Securities Act or any applicable state
securities laws, as the case may be) and (iv) such transferee agrees
to be bound by the provisions of this Agreement;
(C) that, except as provided below, no RenRe Option Share
shall be held in book-entry form, and each certificate representing
a RenRe Option Share shall be evidenced by a certificate bearing a
restrictive legend (the "Legend") substantially in the form set
forth below:
THE COMMON SHARES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT
BE OFFERED, SOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTWE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OR AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND COMPLIANCE WITH APPLICABLE STATE SECURITIES
LAWS. SUCH SHARES MAY NOT BE HELD IN BOOK-ENTRY FORM. SUCH SHARES
ARE ALSO SUBJECT TO RESTRICTIONS ON TRANSFER (AS DEFINED IN THE
BYE-LAWS OF
E-B-8
THE COMPANY) SET FORTH IN THE TRANSFER RESTRICTIONS, REGISTRATION
RIGHTS AND STANDSTILL AGREEMENT, DATED AS OF SEPTEMBER__, 2002,
BETWEEN RENAISSANCERE HOLDINGS LTD. AND PLATINUM UNDERWRITERS
HOLDINGS, LTD. (THE "COMPANY"), WHICH MAY REQUIRE, AMONG OTHER
THINGS, THE PRIOR RECEIPT BY THE COMPANY FROM THE TRANSFEROR OR THE
TRANSFEREE OF EVIDENCE SATISFACTORY TO IT, WHICH MAY INCLUDE AN
OPINION OF U.S. COUNSEL OR UNDERTAKINGS TO BE BOUND BY SUCH
AGREEMENT. SUCH SHARES ARE ALSO SUBJECT TO RESTRICTIONS IN THE
BYE-LAWS OF THE COMPANY, INCLUDING RESTRICTIONS ON TRANSFER AND
VOTING INTENDED TO ENSURE THAT NO PERSON BECOMES OR IS DEEMED TO
BECOME A 10% SHAREHOLDER OF THE COMPANY (AS EXPLAINED IN SUCH
BYE-LAWS).
(D) that the transferee shall become a party to the Transfer
Restrictions, Registration Rights and Standstill Agreement, with the
attendant rights and obligations thereunder, provided, further, that
any proposed transfer may be disapproved by the Board of Directors
of the Company if, in their reasonable judgment, they have reason to
believe that such transfer may expose the Company, any subsidiary
thereof, any shareholder or any person ceding insurance to the
Company or any such subsidiary to adverse tax or regulatory
treatment in any jurisdiction. in connection with or following any
transfer of RenRe Option Shares in accordance with clause (i) or
(iii) of Section 6(c)(ii)(B) (except in the case of a transfer of
RenRe Option Shares to an "affiliate" of RenRe, as such term is
defined in the Securities Act, in accordance with clause (i) of
Section 6(c)(ii)(B)), and upon the surrender of any certificate or
certificates representing such RenRe Option Shares to the Company
(or such agent), the Company shall cause to be issued in exchange
therefore a new certificate or certificates that represent the same
Common Shares and do not bear the Legend (or shall permit such
shares to be held in book-entry form). The Company shall use
commercially reasonable efforts to cause each RenRe Option Share
transferred as contemplated by clause (i) or (iii) of Section
6(c)(ii)(B) to be duly listed on each securities exchange, and to be
accepted for quotation in each interdealer quotation system, on or
in which any Common Shares are listed or quoted at the time of such
transfer (provided that the approval for such listing or quotation
has been obtained by the Company), in each case so that the RenRe
Option Share so transferred will be freely transferable on each such
exchange and in each such system to the same extent as the Common
Shares then listed thereon or quoted therein; and
(E) such transferee shall not become a "10% Shareholder" (as
defined in Section 6(d) below) immediately after such transfer
(assuming for purposes of this determination that the RenRe Option
Shares were actually owned by the transferee); and
(iii) such transfer not resulting, directly or indirectly, in a
transfer to any Specified Person (as defined below) of more than 9.9% of
the Common Shares
E-B-9
outstanding at the time of such transfer, or the right to acquire pursuant
to the RenRe Option more than 9.9% of the Common Shares outstanding at the
time of such transfer, except in the following circumstances: (A) in
connection with any tender offer or exchange offer made to all holders of
outstanding Common Shares; (B) to any Wholly Owned Subsidiary (as defined
in the Standstill Agreement) of RenRe provided that such Wholly Owned
Subsidiary agrees in writing with the Company to the same transfer
restrictions as are contained in this Section 6(c); or (C) a transfer by
operation of law upon consummation of a merger or consolidation of RenRe
into another Person (as defined in the Investment Agreement). For purposes
of this Section 6(c)(iii), "Specified Person" means any Person that
generates 50% or more of its gross revenue in its most recent fiscal year
for which financial statements are available by writing property or
casualty insurance or reinsurance.
(d) In connection with any transfer of all or a portion of the RenRe
Option pursuant to Section 6(c), the Company shall prepare an option agreement
substantially identical to this Agreement (or, in the case of a partial
transfer, option agreements) issuable to the transferee (and transferor, in the
case of partial transfer) upon surrender to the Company of the existing option
agreement upon consummation of the transfer. Upon said consummation, the
transferee shall have such rights and obligations with respect to the number of
RenRe Option Shares covered by the portion of the RenRe Option transferred to
such transferee as the rights and obligations of RenRe hereunder. As used
herein, "10% Shareholder" means a person who owns, in aggregate, (i) directly,
(ii) with respect to persons who are United States persons, by application of
the attribution and constructive ownership rules of Sections 958(a) and 958(b)
of the Code or (iii) beneficially, directly or indirectly, within the meaning of
Section 13(d)(3) of the United States Securities Exchange Act of 1934, issued
shares of the Company carrying 10% or more of the total combined voting rights
attaching to all issued shares.
(e) Any transferee of all or part of the RenRe Option pursuant to Section
6(c) hereof (or any subsequent transferee who holds any portion of the RenRe
Option as a result of a transfer pursuant to this Section 6(e)) may transfer, in
whole but not in part, its portion of the RenRe Option to a subsequent
transferee; provided that any such transfer shall be subject to the terms and
conditions set forth in Sections 6(c) and 6(d) hereof.
7. The issuance of share certificates upon the exercise of the RenRe Option
shall be without charge to RenRe. The Company shall pay, and indemnify RenRe
from and against, any issuance, stamp, documentary or other taxes (other than
transfer taxes and income taxes), or charges imposed by any governmental body,
agency or official by reason of the exercise of the RenRe Option or the
resulting issuance of Common Shares.
8. This Agreement may not be amended except in a written instrument signed by
the Company and RenRe.
9. All notices, requests, claims, demands and other communications hereunder
shall be in writing and shall be deemed to have been duly given if delivered by
hand (with receipt confirmed), or by certified mail, postage prepaid and return
receipt requested, or by facsimile addressed as follows (or to such other
address as a party may designate by written notice to the others) and shall be
deemed given on the date on which such notice is received:
E-B-10
If to RenRe:
RenaissanceRe Holdings Ltd.
Xxxxxxxxxxx Xxxxx
0-00 Xxxx Xxxxxxxx
Xxxxxxxx XX00 Xxxxxxx
Attention: Xxxxxxx X. Xxxxxxxxx, General Counsel
Facsimile: (000) 000-0000
with a copy to:
Xxxx X. X'Xxxxxxxx
Xxxxxxx Xxxx & Xxxxxxxxx
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
If to the Company:
Platinum Underwriters Holdings, Ltd.
Clarendon Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxxxx XX00
Xxxxxxx
Xxxxxxxxx: General Counsel
Facsimile: (000) 000-0000
with a copy to:
Xxxxx X. Xxxxxx
Xxxxx Xxxxxxxxxx LLP
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Facsimile: (000) 000-0000
10. This Agreement, the Standstill Agreement, the Services Agreement, the
Confidentiality Agreement (which Confidentiality Agreement shall terminate as of
Closing) and the Investment Agreement constitute the entire agreement between
the parties hereto with respect to the subject matter hereof and supersede all
prior agreements and understandings, oral and written, between the parties
hereto with respect to the subject matter hereof.
11. This Agreement shall inure to the benefit of and be binding upon the parties
hereto, and their respective successors and permitted assigns. Nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the parties hereto, and their respective successors and permitted assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
E-B-11
12. This Agreement may not be assigned by any party hereto, except to a party to
whom RenRe transfers the RenRe Option or RenRe Option Shares in accordance with
Section 6 of this Agreement or Section 2 of the Standstill Agreement, and then
only in accordance with those sections.
13. The headings contained in this Agreement are for convenience only and do not
affect the meaning or interpretation of this Agreement.
14. (a) This Agreement shall be governed by, and construed in accordance with,
the law of the State of New York (without regard to principles of conflict of
laws).
(b) The parties hereto shall promptly submit any dispute, claim, or
controversy arising out of or relating to this Agreement, including effect,
validity, breach, interpretation, performance, or enforcement (collectively, a
"Dispute") to binding arbitration in New York, New York at the offices of
Judicial Arbitration and Mediation Services, Inc. ("JAMS") before an arbitrator
(the "Arbitrator") in accordance with JAMS' Comprehensive Arbitration Rules and
Procedures and the Federal Arbitration Act, 9 U.S.C. Sections 1 et seq. The
Arbitrator shall be a former judge selected from JAMS' pool of neutrals. The
parties agree that, except as otherwise provided herein respecting temporary or
preliminary injunctive relief, binding arbitration shall be the sole means of
resolving any Dispute. Judgment on any award of the Arbitrators may be entered
by any court of competent jurisdiction.
(c) The costs of the arbitration proceeding and any proceeding in court to
confirm or to vacate any arbitration award or to obtain temporary or preliminary
injunctive relief as provided in paragraph (d) below, as applicable (including,
without limitation, actual attorneys' fees and costs), shall be borne by the
unsuccessful party and shall be awarded as part of the Arbitrator's decision,
unless the Arbitrator shall otherwise allocate such costs in such decision.
(d) This Section 14 shall not prevent the parties hereto from seeking or
obtaining temporary or preliminary injunctive relieve in a court for any breach
or threatened breach of any provision hereof pending the hearing before and
determination of the Arbitrator. The parties hereby agree that they shall
continue to perform their obligations under this Agreement pending the hearing
before and determination of the Arbitrator, it being agreed and understood that
the failure to so provide will cause irreparable harm to the other party hereto
and that the putative breaching party has assumed all of the commercial risks
associated with such breach or threatened breach of any provision hereof by such
party.
(e) The parties agree that the State and Federal courts in The City of New
York shall have jurisdiction for purposes of enforcement of their agreement to
submit Disputes to arbitration and of any award of the Arbitrator.
15. Capitalized terms used but not defined in this Agreement have the meanings
specified in the Investment Agreement.
16. This Agreement becomes effective contingent upon the consummation of the
Public Offering automatically and with no action on the part of any person.
E-B-12
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year hereinabove first written.
RENAISSANCERE HOLDINGS LTD.
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
PLATINUM UNDERWRITERS HOLDINGS, LTD.
By: /s/ Xxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President & CEO
THE ST. XXXX COMPANIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT C
Services and Capacity Reservation Agreement
E-C-1
SERVICES AND CAPACITY RESERVATION AGREEMENT
This Agreement, dated as of November__, 2002, is entered into by and
between Platinum Underwriters Holdings, Ltd. ("Platinum"), a company organized
and existing under the laws of Bermuda and RenaissanceRe Holdings Ltd.
("RenaissanceRe"), a company organized and existing under the laws of Bermuda.
WHEREAS, Platinum has requested that RenaissanceRe cause
Renaissance Reinsurance Ltd. or another one or more of its affiliates reasonably
acceptable to Platinum (such affiliates, collectively, "Renaissance") to provide
certain services and reserve capacity for one or more of Platinum's reinsurance
subsidiaries (such subsidiaries, collectively, the "Company");
WHEREAS, RenaissanceRe has agreed to cause Renaissance to provide
services and reserve capacity for the Company pursuant to the terms hereof;
NOW THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. SERVICES AND CAPACITY RESERVATION TO BE PROVIDED.
(a) Consulting Services.
Upon request of Platinum, no more frequently than twice for each
Annual Period (as hereinafter defined), in October and March or at such other
times as may be agreed to by Renaissance, Renaissance shall:
(i) following receipt from the Company of necessary information
requested by Renaissance pursuant to the final paragraph of this Section 1(a),
provide advice and analysis to the Company with respect to the risk measurement
and management of the Company's aggregate catastrophe exposures; and
(ii) analyze such of the Company's property catastrophe treaties as
are furnished to Renaissance and provide a retrocession pricing indication, such
analysis to indicate which underlying treaties are causing debits and credits in
the quotations to be provided under paragraph (b) of this Section 1;
provided, however, that neither RenaissanceRe nor Renaissance shall
make any management decisions on behalf of the Company or undertake to commit
the Company to any course of action, and all decisions as to the Company's
catastrophe treaties and catastrophe exposure shall be the sole responsibility
of the Company.
All such services (the "Consulting Services") shall be performed by
Renaissance from Renaissance's offices located in Bermuda. At no time shall
Renaissance render such services to the Company at the Company's offices. It is
understood and agreed that nothing herein shall obligate Renaissance to perform
services in contravention of other contractual relationships.
The Company shall provide to Renaissance any information that
Renaissance shall reasonably deem necessary to perform such services, subject to
any applicable privilege and confidentiality limitations.
(b) Mandatory Reservation of Retrocessional Capacity.
Renaissance will provide, upon written request of Platinum and with
respect to each Annual Period, a quote for specifically requested non-marine
property catastrophe retrocessional coverage for the Company (the
"Retrocessional Coverage"). The maximum aggregate amount of Retrocessional
Coverage that Renaissance agrees to hold available for the Company shall be
US$100,000,000 for each Annual Period. Quotations shall be made at least 30 days
before the inception of each Annual Period and shall be made on an excess of
loss or proportional basis, as requested by Platinum. Such quotations shall be
based on Renaissance's analysis of exposure, limit, retention, exclusions and
other treaty terms at the time of the quote and such other factors that
Renaissance deems necessary or appropriate. The rates quoted with respect to the
Retrocessional Coverage shall not be reduced as a result of the compensation
paid by Platinum pursuant to Section 3 of this Agreement.
(c) Retrocessional Quotations
With respect to Section 1(b) above, it is mutually understood that
it is the parties expectation that the rates quoted will be comparable, as
determined solely by Renaissance, to similar third party assumed retrocessional
quotations provided by Renaissance.
2. TERM.
Renaissance shall provide the services described in Section 1 for
five consecutive annual periods commencing on October 1, 2002 and ending on
September 30, 2007 (the "Annual Periods").
3. PRICE OF SERVICES.
(a) In consideration for the obligation of Renaissance to provide
Consulting Services and mandatory reservation of retrocessional capacity to the
Company pursuant to
-2-
Section 1 above, Platinum shall pay Renaissance US$4,000,000 at the inception of
this Agreement and on each October 1 beginning October 1, 2003 through and
including October 1, 2006.
(b) No later than thirty (30) days after the end of each Annual
Period, Platinum shall pay Renaissance an adjustment fee ("Adjustment Fee")
equal to the amount, if any, by which 3.5% of the aggregate gross written
non-marine non-finite property catastrophe premium (including reinstatements) of
the Company (as classified by the Company in accordance with accepted industry
practice) for the applicable Annual Period exceeds the amount paid with respect
to Section 3(a). In the event that 3.5% of such gross written non-marine
non-finite property catastrophe premium (including reinstatements) in an Annual
Period is less than or equal to the amount paid with respect to Section 3(a),
Renaissance shall not be entitled to an Adjustment Fee for that Annual Period.
(c) The consideration provided in Section 3(a) and (b) above shall
be in addition to any retrocessional premiums paid to Renaissance with respect
to the Retrocessional Coverage bound by Renaissance for the benefit of Platinum
and the Company
4. CONFIDENTIAL AND PROPRIETARY INFORMATION.
The parties acknowledge that this Agreement does not constitute a
sale, lease, license, or other transfer by Renaissance of any proprietary
systems or intellectual property of Renaissance.
5. RELATIONSHIPS AMONG THE PARTIES.
Nothing in this Agreement shall cause the relationship between the
Company on the one hand and Renaissance on the other to be deemed to constitute
an agency, partnership or joint venture. The terms of this Agreement are not
intended to constitute any of the parties or their affiliates a joint employer
for any purpose. Each of the parties agrees that the provisions of this
Agreement as a whole are not intended to, and do not, constitute control of the
other party (or any affiliates thereof) or provide it with the ability to
control such other party (or any affiliates thereof), and each party hereto
expressly disclaims any right or power under this Agreement to exercise any
power whatsoever over the management or policies of the other (or any affiliates
thereof). Nothing in this Agreement shall oblige either party hereto to act in
breach of the requirements of any law, rule or regulation applicable to it,
including securities, insurance and trade regulation laws and regulations,
written policy statements of securities commissions, insurance and other
regulatory authorities, and the by-laws, rules, regulations and written policy
statements of relevant securities and self-regulatory organizations.
6. GOVERNING LAW.
This Agreement shall be governed by, and construed in accordance
with, the laws of the State of New York, without regard to its conflict of laws
principles.
-3-
7. ARBITRATION.
(a) As a condition precedent to any right of action under this Agreement,
any dispute or difference between the parties hereto relating to the formation,
interpretation, or performance of this Agreement, or any transaction under this
Agreement, whether arising before or after termination, shall be submitted for
decision to a panel of three arbitrators (the "Panel") at the offices of
Judicial Arbitration and Mediation Services, Inc. in accordance with the
Streamlined Arbitration Rules and Procedures of Judicial Arbitration and
Mediation Services, Inc.
(b) The party demanding arbitration shall do so by written notice
complying with the terms of Section 11. The arbitration demand shall state the
issues to be resolved and shall name the arbitrator appointed by the demanding
party.
(c) Within 30 days of receipt of the demand for arbitration, the
responding party shall notify the demanding party of any additional issues to be
resolved in the arbitration and the name of the responding party's appointed
arbitrator. If the responding party refuses or neglects to appoint an arbitrator
within 30 days following receipt of the written arbitration demand, then the
demanding party may appoint the second arbitrator, but only after providing 10
days' written notice of its intention to do so, and only if such other party has
failed to appoint the second arbitrator within such 10 day period.
(d) The two arbitrators shall, before instituting the hearing, select an
impartial arbitrator who shall act as the umpire and preside over the hearing.
If the two arbitrators fail to agree on the selection of a third arbitrator
within 30 days after notification of the appointment of the second arbitrator,
the selection of the umpire shall be made by the American Arbitration
Association. Upon resignation or death of any member of the Panel, a replacement
will be appointed in the same fashion as the resigning or deceased member was
appointed. All arbitrators shall be active or former officers of
property/casualty insurance or reinsurance companies, or Lloyd's underwriters,
and shall be disinterested in the outcome of the arbitration.
(e) Within 30 days after notice of appointment of all arbitrators, the
Panel shall meet and determine timely periods for briefs, discovery procedures
and schedules for hearings. The Panel shall have the power to determine all
procedural rules for the holding of the arbitration, including but not limited
to the inspection of documents, examination of witnesses and any other matter
relating to the conduct of the arbitration. The Panel shall interpret this
Agreement as an honorable engagement and not as merely a legal obligation and
shall make its decision considering the custom and practice of the applicable
insurance and reinsurance business. The Panel shall be relieved of all judicial
formalities and may abstain from following the strict rules of law. The decision
of any two arbitrators shall be binding and final. The arbitrators shall render
their decision in writing within 60 days following the termination of the
hearing. Judgment upon the award may be entered in any court of competent
jurisdiction.
-4-
(f) Except as otherwise provided herein, all proceedings pursuant hereto
shall be governed by the laws of the State of New York without giving effect to
any choice or conflict of laws provision or rule (whether of the State of New
York or any other jurisdiction) that would cause the application of the laws of
any jurisdiction other than the State of New York.
(g) The parties agree that any disputes subject to arbitration pursuant to
this Section 7 that may also be subject to arbitration proceedings between
respective affiliates of the parties shall be consolidated with and subject to
arbitration pursuant to this Section 7. The parties further agree that all
issues that are limited to a specific foreign jurisdiction under an agreement
between the respective affiliates of the parties shall be determined by this
Panel pursuant to the consolidation, in reference to the governing law of the
applicable agreement.
(h) Each party shall bear the expense of its own arbitrator and shall
share equally with the other party the expense of the umpire and of the
arbitration.
(i) Arbitration hereunder shall take place in New York, New York unless
the parties agree otherwise.
8. ASSIGNMENT.
Neither this Agreement nor the rights or obligations hereunder shall
be assignable by either party hereto, by operation of law or otherwise, without
the prior written consent of the other party hereto, and any purported
assignment shall be null and void. Subject to the foregoing, this Agreement
shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns.
9. ENTIRE AGREEMENT.
This Agreement constitutes the entire agreement, and supersedes all
prior agreements and understandings (oral and written), by and among the parties
hereto with respect to the subject matter hereof.
10. NO THIRD PARTY RIGHTS.
Nothing contained in this Agreement, express or implied, establishes
or creates, or is intended or will be construed to establish or create, any
right in or remedy of, or any duty or obligation to, any third party.
11. NOTICES.
All notices, requests, claims, demands, and other communications
hereunder will be in writing and shall be deemed to have been duly given if
delivered by hand (with receipt confirmed), or by certified mail, postage
prepaid and return receipt requested, or by
-5-
facsimile addressed as follows (or to such other address as a party may
designate by written notice to the others) and shall be deemed given on the date
on which such notice is received:
If to RenaissanceRe:
RenaissanceRe Holdings Ltd.
Xxxxxxxxxxx Xxxxx
0-00 Xxxx Xxxxxxxx
Xxxxxxxx XX00 Xxxxxxx
Attention: Xxxxxxx X. Xxxxxxxxx, General Counsel
Facsimile: (000) 000-0000
If to Platinum:
Platinum Underwriters Holdings, Ltd.
Xxxxxxxxx Xxxxx
0 Xxxxxx Xxxxxx
Xxxxxxxx XX 00
Xxxxxxx
Xxxx.: Xxxxxxx X. Xxxxxxxxxxx
Facsimile: (000) 000-0000
12. COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.
13. AMENDMENT; MODIFICATION.
The parties may by written agreement, subject to any regulatory
approval as may be required, (a) extend the time for the performance of any of
the obligations or other acts of the parties hereto (b) waive any inaccuracies
in the documents delivered pursuant to this Agreement, and (c) waive compliance
with or modify, amend or supplement any of the agreements contained in this
Agreement or waive or modify performance of any of the obligations of any of the
parties hereto. This Agreement may not be amended or modified except by an
instrument in writing duly signed on behalf of the parties hereto.
14. WAIVER.
No failure by any party to take any action or assert any right
hereunder shall be deemed to be a waiver of such right in the event of the
continuation or repetition of the circumstances giving rise to such right,
unless expressly waived in writing.
-6-
15. SEVERABILITY.
To the extent any provision of this Agreement shall be invalid or
unenforceable, it shall be considered deleted herefrom and the remaining
provisions of this Agreement shall be unaffected and shall continue in full
force and effect.
16. HEADINGS.
Headings contained in this Agreement are for reference purposes
only. They shall not affect in any way the meaning or interpretation of this
Agreement.
17. CONDITION PRECEDENT.
The closing of the initial public offering of common stock of
Platinum is a condition precedent to the effectiveness of this Agreement and the
rights, duties and obligations of the parties hereunder.
18. INDEMNIFICATION
(a) Platinum unconditionally agrees to indemnify and hold harmless
RenaissanceRe, Reniassance and each of its officers, directors, employees,
representatives, agents, affiliates and successors (each, an "Indemnified
Person"), from and against any and all liabilities of, costs incurred by
(including, without limitation, reasonable fees and expenses, including
reasonable counsel fees and expenses), or damages to any Indemnified Person
arising under or resulting from or in connection with, or in any way related to,
this Agreement and the transactions and services contemplated hereby
(collectively, "Losses"), including such Losses incurred by third parties for
which any Indemnified Person may be liable; provided, however, there shall be
excluded from such indemnification any such liabilities, costs or damages that
arise out of, or are based upon, any action or failure to act by RenaissanceRe,
Renaissance or their respective directors, employees, representatives, agents,
affiliates or successors, other than an action or failure to act undertaken at
the request of Platinum, that is found in a final judicial determination to
constitute bad faith, willful misconduct or gross negligence on the part of such
party.
(b) An Indemnified Person who is claiming indemnification from
Platinum pursuant to the provisions of 18(a) above, shall promptly deliver a
written notification of each claim for indemnification, accompanied by a copy of
all papers served, if any, and specifying in detail the nature of, basis for,
and estimated amount of the claim for indemnification to Platinum (the
"Indemnifying Person"). If an Indemnified Person fails to promptly notify the
Indemnifying Person, then the obligation to indemnify shall be reduced by the
amount of liability that is attributable to or becomes definite as a result of
the delay in notification. The Indemnifying Person shall have the right to
assume the defense of any matter for which a claim of indemnification is made
against it with counsel it selects, at its own expense. The Indemnifying Person
shall not, except with the consent of each Indemnified Person, which consent
shall not be unreasonably withheld or delayed, consent to
-7-
the entry of any judgment, or enter into any settlement, that does not include
the giving by the claimant or plaintiff to the Indemnified Person of a release
from all liability in respect to the claim or litigation. Each Indemnified
Person shall cooperate in providing Information, formulating a defense or as
otherwise reasonably requested by the Indemnifying Person.
(c) Each Indemnified Person shall provide written, detailed
statements to the Indemnifying Person, on a calendar monthly basis, of any
expenses, costs or other liabilities for which indemnification is claimed. The
Indemnifying Person shall reimburse such amounts within thirty (30) business
days of receiving any such statement or shall notify in writing the Indemnified
Person claiming indemnification if it denies liability and the reasons for the
denial.
19. TERMINATION.
This Agreement may not be terminated except as provided herein.
Notwithstanding the foregoing, either party may terminate this Agreement in the
event that the other is deemed impaired or insolvent by applicable regulatory or
judicial authorities or is the subject of conservation, rehabilitation,
liquidation, bankruptcy or other similar insolvency proceedings.
20. OBLIGATIONS.
RenaissanceRe shall cause Renaissance to perform each of
Renaissance's obligations under this Agreement and shall be responsible for any
breach by Renaissance of such obligations. Platinum shall cause the Company to
perform each of the Company's obligations under this Agreement and shall be
responsible for any breach by the Company of such obligations.
21. SURVIVAL.
The provisions of Sections 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 18, 20
and 21 hereof shall survive termination of this Agreement.
-8-
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date first
above written.
RENAISSANCERE HOLDINGS LTD.
---------------------------------------
By:
Name:
Title:
PLATINUM UNDERWRITERS HOLDINGS, LTD.
---------------------------------------
By:
Name:
Title:
-9-
EXHIIBIT D
Draft of Amendment No. 6 to Registration Statement
E-D-1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 2002
REGISTRATION NO. 333-86906
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx
XXXXXX XXXXXX
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PLATINUM UNDERWRITERS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
BERMUDA 6719 NOT APPLICABLE
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Classification Identification Number)
Incorporation or Code Number)
Organization)
----------------------
XXXXXXXXX XXXXX
0 XXXXXX XXXXXX
XXXXXXXX XX 00
BERMUDA
(000) 000-0000
(Address, including Zip code, and telephone number, including area code,
of registrant's principal executive offices)
CT CORPORATION SYSTEM
0000 XXXXXXXX, 00xx XX.
XXX XXXX, XXX XXXX 00000
(000) 000-0000
(Name, address, including Zip code, and telephone number, including
area code, of agent for service)
----------------------
COPIES TO:
XXXXXX X. XXXXX, ESQ. XXXX XXXXXXX, ESQ.
XXXXXX X. XXXXXXXX, FRIED, FRANK, HARRIS, XXXXXXX &
ESQ. XXXXXXXX
XXXXXXXX & XXXXXXXX ONE NEW YORK PLAZA
000 XXXXX XXXXXX XXX XXXX, XXX XXXX 00000
NEW YORK, NEW YORK (000) 000-0000
10004
(000) 000-0000
----------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
----------------------
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 of the Securities
Act of 1933, check the following box./ /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering./ /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering./ /
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering./ /
If the delivery of the prospectus is expected to be made pursuant to
Rule 434 under the Securities Act, check the following box./ /
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED PER SHARE PRICE(1)(2) REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------
Common Shares ($0.01 par value per share) $ 23.00 $ 794,558,000 $ 73,099(3)
---------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as
amended.
(2) A portion of the shares to be registered represents shares that are to
be offered outside of the United States but that may be resold from
time to time in the United States. Such shares are not being registered
for the purpose of sales outside the United States.
(3) Previously paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
Subject to Completion. Dated September 23, 2002.
The information in this preliminary prospectus is not complete and may be
changed. These securities may not be sold until the registration statement filed
with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell nor does it seek an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
FILED PURSUANT TO RULE 424(b)(1)
REGISTRATION NO. 333-86906
30,040,000 Shares
PLATINUM UNDERWRITERS HOLDINGS, LTD.
Common Shares
This is an initial public offering of 30,040,000 Common Shares of
Platinum Underwriters Holdings, Ltd. All of the Common Shares are being sold by
Platinum Holdings.
Prior to this offering, there has been no public market for Platinum
Holdings' Common Shares. It is currently estimated that the initial public
offering price per Common Share will be between $22.00 and $23.00. The Common
Shares have been approved for listing on the New York Stock Exchange under the
symbol "PTP" subject to notice of issuance.
Immediately after this offering, public shareholders, The St. Xxxx
Companies, Inc. and RenaissanceRe Holdings Ltd. will own 75.1%, 15.0% and 9.9%
of the outstanding Common Shares, respectively, assuming no exercise by the
underwriters, St. Xxxx and RenaissanceRe of their options to purchase additional
Common Shares in connection with this offering.
In addition, we will, by means of a separate prospectus, concurrently
offer % equity security units for an aggregate offering price of $125
million, plus up to an additional $18.75 million if the underwriters' option to
purchase additional equity security units is exercised in full. Each unit will
initially consist of (a) a contract to purchase Common Shares from Platinum
Holdings on , 2005 and (b) an ownership interest in a % senior note,
which we will guarantee, of Platinum Underwriters Finance, Inc., which will be
our wholly owned subsidiary, due , 2007.
See "Risk Factors" beginning on page 21 to read about certain factors
you should consider before buying Common Shares.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
PER
SHARE TOTAL
----- -----
Initial public offering price $ $
Underwriting discount $ $
Proceeds, before expenses, to Platinum Holdings $ $
To the extent that the underwriters sell more than 30,040,000 Common
Shares, the underwriters have the option to purchase up to an additional
4,506,000 Common Shares from Platinum Holdings at the initial public offering
price less the underwriting discount.
The underwriters expect to deliver the Common Shares against payment in
New York, New York, on , 2002.
XXXXXXX, SACHS & CO. XXXXXXX XXXXX & CO. XXXXXXX XXXXX XXXXXX
BANK OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON
JPMORGAN
Prospectus dated , 2002.
TABLE OF CONTENTS
Page
----
Prospectus Summary 1
Risk Factors 21
Dilution 41
Use of Proceeds 42
Dividend Policy 43
Capitalization 44
Pro Forma Financial Information 45
Management's Discussion and Analysis of Pro Forma Financial Condition and Underwriting Results 51
Business 76
Management 109
St. Xxxx Investment and Principal Shareholders 120
Certain Relationships and Related Transactions 122
Description of our Common Shares 140
Shares Eligible for Future Sale 147
Description of the Equity Security Xxxxx 000
Xxxxxxx Tax Considerations 150
Underwriting 162
Validity of Common Shares 164
Experts 165
Available Information 000
Xxxxxxxxxxxxxx xx Xxxxx Xxxxxxxxxxx Xxxxx Xxxxxx Xxxxxx Federal Securities Laws and Other Matters 165
The Predecessor Business 167
Index to Consolidated Financial Statements and Financial Information E-1
PROSPECTUS SUMMARY
Platinum Underwriters Holdings, Ltd. is a newly formed company that
will conduct its business through three operating subsidiaries, Platinum
Underwriters Reinsurance, Inc. ("Platinum US"), Platinum Re (UK) Limited
("Platinum UK") and Platinum Underwriters Bermuda, Ltd. ("Platinum Bermuda").
Platinum UK and Platinum Bermuda are newly formed companies, while Platinum US
has been in existence since 1995 and is an inactive, wholly owned subsidiary of
The St. Xxxx Companies. Platinum UK is, and upon completion of this initial
public offering, Platinum US will be, owned through Platinum Regency Holdings
("Platinum Ireland"), a newly formed and wholly owned intermediate Irish holding
subsidiary of Platinum Underwriters Holdings, Ltd. Platinum US will be owned
directly by Platinum Underwriters Finance, Inc. ("Platinum Finance"), a newly
formed Delaware corporation, which, upon completion of this initial public
offering, will be a wholly owned subsidiary of Platinum Ireland.
The "Company", "Platinum", "we", "us" and "our" refer to Platinum
Underwriters Holdings, Ltd's consolidated operations, including Platinum US,
unless the context otherwise indicates. "Platinum Holdings" refers solely to
Platinum Underwriters Holdings, Ltd. Concurrent with the completion of this
initial public offering, St. Xxxx will contribute to Platinum between $114
million and $119 million in cash, which we refer to as the "Cash Contribution."
The St. Xxxx Companies, Inc. and its subsidiaries will also contribute to
Platinum substantially all of their continuing reinsurance business and related
assets, including all of the outstanding capital stock of Platinum US, referred
to herein as the "Transferred Business", having a net tangible book value of
approximately $11 million as of June 30, 2002. Reinsurance is an arrangement in
which a reinsurance company indemnifies an insurer or other reinsurer, which is
referred to as a "ceding company" or "cedent", against all or a portion of the
insurance or reinsurance risks underwritten by the ceding company under one or
more policies. "St. Xxxx" refers to The St. Xxxx Companies, Inc., which is
sponsoring our formation, and, unless the context otherwise requires, its
subsidiaries. "St. Xxxx Re" refers to the reinsurance segment of St. Xxxx xxxxx
to this initial public offering, which includes the continuing business and
related assets being transferred to Platinum upon completion of this initial
public offering as well as the reinsurance business that will remain with St.
Xxxx after this offering and not be renewed and will thereafter expire when
claims are ultimately resolved, which is referred to as the "run-off".
We intend to commence our property and casualty reinsurance business
operations, whereby we indemnify insurers and other reinsurers against all or a
portion of their insurance or reinsurance risks for property loss and related
damage and negligence resulting in bodily injury or property damage, upon
completion of this initial public offering of Common Shares, which we refer to
as the "Public Offering".
Concurrently with the completion of the Public Offering, St. Xxxx will
make the Cash Contribution and contribute the Transferred Business to us in
exchange for our issuance to St. Xxxx, on a private placement basis, of
6,000,000 Common Shares and a ten-year option, referred to as the "St. Xxxx
Option", which will entitle St. Xxxx to buy from us up to 6,000,000 additional
Common Shares at a price per share equal to 120% of the initial public offering
price. St. Xxxx will own 15.0% of Platinum Holdings' outstanding Common Shares
following the Public Offering, the St. Xxxx Investment and the RenaissanceRe
Investment (each as defined below), which Common Shares will be limited to 9.9%
of the voting power of the outstanding Common Shares. If the underwriters
exercise their option to purchase additional Common Shares in the Public
Offering, St. Xxxx has the option to purchase, at a price per share equal to the
initial public offering price, less the underwriting discount, as many
additional Common Shares as are required in order for it to retain its 15.0%
interest (a maximum of 900,000 additional Common Shares). In this prospectus, we
refer to our issuance to St. Xxxx of the 15.0% interest in our Common Shares and
the St. Xxxx Option in exchange for the Cash Contribution and the Transferred
Business as the "St. Xxxx Investment".
1
Also concurrently with the completion of the Public Offering,
RenaissanceRe Holdings Ltd. (including its subsidiaries, unless the context
otherwise requires, "RenaissanceRe"), a Bermuda company that provides
reinsurance and insurance coverage, will purchase from us in a private
placement, at a price per share equal to the initial public offering price, less
the underwriting discount, 3,960,000 Common Shares, or 9.9% of the Common Shares
outstanding upon completion of the Public Offering, the St. Xxxx Investment and
the RenaissanceRe Investment. If the underwriters exercise their option to
purchase additional Common Shares in the Public Offering, RenaissanceRe has the
option to purchase, at a price per share equal to the initial public offering
price, less the underwriters' discount, as many additional Common Shares as are
required in order for it to retain its 9.9% interest (a maximum of 594,000
Common Shares). As additional consideration, RenaissanceRe will receive a
ten-year option, referred to as the "RenaissanceRe Option", to purchase up to an
additional 2,500,000 Common Shares at a price per share equal to 120% of the
initial public offering price. In this prospectus, we refer to this private
placement as the "RenaissanceRe Investment". The closing of this private
placement to RenaissanceRe is conditioned on the completion of the Public
Offering, the ESU Offering and the St. Xxxx Investment.
In addition, we will, by means of a separate prospectus, concurrently
offer % equity security units for an aggregate offering price of $125
million, plus up to an additional $18.75 million if the underwriters' option to
purchase additional equity security units is exercised in full, (the "ESU
Offering"). Each unit consists of (a) a contract to purchase Common Shares from
Platinum Holdings on , 2005 and (b) an ownership interest in a % senior note,
which we will guarantee, of Platinum Finance, due , 2007.
We will have a total capitalization of between approximately $949
million (assuming an initial public offering price of $22.00, a Cash
Contribution of $114 million and no exercise of the underwriters', St. Paul's or
RenaissanceRe's options to purchase additional Common Shares or additional
equity security units) and approximately $1,135 million (assuming an initial
public offering price of $23.00, a Cash Contribution of $119 million and full
exercise of the underwriters', St. Paul's and RenaissanceRe's options to
purchase additional Common Shares in connection with the Public Offering and
additional equity security units), upon completion of the Public Offering, the
ESU Offering, the St. Xxxx Investment and the RenaissanceRe Investment. The
determination of the amount of the Cash Contribution will be made when the terms
of the Public Offering are finally determined. The pro forma net tangible, book
value per Common Share following the Public Offering, the ESU Offering, the St.
Xxxx Investment and the RenaissanceRe Investment will be $21.07 per share based
on an assumed initial public offering price of $22.50 per Common Share (the
mid-point of the range stated on the front cover page) and a Cash Contribution
of $117 million (the midpoint of the $114 million to $119 million range of the
Cash Contribution), assuming no exercise of the underwriters' options to
purchase additional Common Shares or additional equity security units.
In this prospectus, amounts are expressed in U.S. dollars and the
financial statements have been prepared in accordance with accounting principles
generally accepted in the United States of America ("U.S. GAAP"), except as
otherwise indicated.
THE COMPANY
GENERAL
Our objective is to provide property and casualty reinsurance coverages
to a diverse clientele of insurers and select reinsurers on a worldwide basis.
We will operate principally by using reinsurance brokers to market our products
and principally as a lead reinsurer on treaty reinsurance business. In treaty
reinsurance, a reinsurer accepts a specified portion of a category of risks
insured by a ceding insurer or reinsurer. A substantial majority of our business
will be written as excess-of-loss reinsurance, which indemnifies the reinsured
against all or a specified portion of loss
2
above a specified amount. We intend to organize our worldwide reinsurance
business around three operating segments:
- GLOBAL PROPERTY AND MARINE. The Global Property and Marine
operating segment will include principally property
reinsurance coverages and marine reinsurance coverages. Marine
reinsurance coverages include all types of marine vessels and
related warehouses and liabilities. We intend to focus our
underwriting activities primarily on catastrophe
excess-of-loss and per risk excess-of-loss contracts.
Catastrophes are events such as hurricanes and earthquakes
that produce pre-tax losses before reinsurance which, in our
definition, are in excess of $10 million to us or $1 billion
to the insurance industry, and per risk excess-of-loss
contracts cover losses in excess of a specified level on a
single risk, rather than aggregate losses for all covered
risks. We intend to write other types of property reinsurance
as well, including selected property proportional reinsurance,
where we will share a proportional part of the original
premiums and losses of the reinsured. This segment generated
$315 million, or 22.8%, of Platinum's 2001 pro forma net
premiums written, which are gross written premiums less
premiums ceded to reinsurers.
- GLOBAL CASUALTY. The Global Casualty operating segment will
include principally general and automobile liability,
professional liability, workers' compensation, accident and
health coverages and casualty clash (casualty clash covers
losses arising from a single set of circumstances covered by
more than one cedent's insurance policy or multiple claimants
on one policy). We intend to focus our underwriting activities
primarily on excess-of-loss reinsurance coverages. This
segment generated $592 million, or 42.8%, of Platinum's 2001
pro forma net premiums written.
- FINITE RISK. The Finite Risk operating segment, which writes
policies under which our aggregate risk and return are
generally capped at a finite amount, will include principally
non-traditional reinsurance treaties, including multi-year
excess-of-loss (in which the cedent funds the agreed level of
loss activity over a multi-year period, and the reinsurer
charges an additional amount to provide a profit margin and to
cover its costs and the risk that losses are worse than the
agreed level), aggregate stop loss (which provides protection
from losses arising from a wide range of circumstances in
excess of an aggregate specified level), finite quota share
(in which the reinsurer's losses and profit potential are
capped at specified amounts), loss portfolio transfer (which
typically transfers to the reinsurer all liabilities for
incurred losses, subject to an aggregate loss limit specified
in the contract), and adverse loss development contracts
(which typically provide reinsurance coverage for losses in
excess of the carried loss reserves of the ceding company at
the transaction date). We intend to provide clients, either
directly or through brokers, with customized solutions for
their risk management and other financial management needs. We
intend to focus our finite risk underwriting activities
primarily on multi-year excess-of-loss and aggregate stop loss
reinsurance treaties. Coverage classes within these products
will primarily include property, casualty and marine
exposures. This segment generated $475 million, or 34.4%, of
Platinum's 2001 pro forma net premiums written.
In addition, we may write other property and casualty reinsurance on an
opportunistic basis. For a discussion of the basis on which pro forma net
premiums written were determined, see "--Selected Pro Forma Financial
Information and Operating Data" below.
BACKGROUND AND THE TRANSFERRED BUSINESS
St. Xxxx and its subsidiaries constitute one of the oldest insurance
organizations in the United States, dating back to 1853. Through its division
St. Xxxx Re, St. Xxxx has been engaged in the reinsurance business since 1983.
In December of 2001, in an effort to enhance the profitability of its
3
reinsurance business, St. Xxxx decided to narrow the product focus of its
reinsurance operations and to exit certain lines of that business. As part of
this effort, St. Xxxx Re reduced its anticipated 2002 exposure and expenses by
exiting unprofitable lines of business and reducing the number of reinsurance
branch offices outside the U.S. The narrowing of reinsurance product lines
included exiting aviation, bond and credit reinsurance coverages, as well as
certain financial risk and capital markets lines. International branch office
closings included Munich, Brussels, Hong Kong, Sydney and Singapore. In addition
to curtailing various reinsurance operations, St. Paul's management decided that
its reinsurance business and its primary insurance business should ideally
operate as separate entities because of their different risk profiles and
business characteristics.
Accordingly, St. Xxxx determined to sponsor the formation of Platinum
Holdings and its subsidiaries. Contingent upon the completion of the Public
Offering, St. Xxxx will contribute to us the Cash Contribution and the
Transferred Business through the arrangements described below:
- CASH CONTRIBUTION. At the completion of the Public Offering,
St. Xxxx will make the Cash Contribution in the amount of
between $114 million and $119 million. The determination of
the amount of the Cash Contribution will be made when the
terms of the Public Offering are finally determined. An
assumed Cash Contribution of $117 million will result in a
pro forma net tangible book value per Common Share of $21.07
following the Public Offering, the ESU Offering, the St. Xxxx
Investment and the RenaissanceRe Investment based on an
assumed initial public offering price of $22.50 per Common
Share (the midpoint of the range stated on the front cover
page) and assuming no exercise of the underwriters', St.
Paul's or RenaissanceRe's options to purchase additional
Common Shares in connection with the Public Offering or
additional equity security units. Cash Contributions of $114
million and $119 million will result in net tangible book
values of $20.59 and $21.54 per Common Share, respectively,
assuming an initial public offering price of $22.00 and
$23.00 respectively, and assuming no exercise of the
underwriters' options to purchase additional Common Shares or
additional equity security units.
- RENEWAL OPPORTUNITIES AND COMMITMENTS. We will be acquiring
from St. Xxxx Re its existing customer lists and the right to
seek to renew substantially all of St. Xxxx Re's continuing
reinsurance contracts. We also will assume commitments, if
any, of St. Xxxx Re to offer reinsurance coverages in the
future.
- ASSUMED REINSURANCE CONTRACTS. Through 100% quota share
retrocession agreements (the "Quota Share Retrocession
Agreements"), we will reinsure substantially all of the
reinsurance contracts St. Xxxx Re entered into on or after
January 1, 2002, which we refer to as the "Assumed Reinsurance
Contracts". St. Xxxx Re will retain all of its reinsurance
exposure not being transferred to us and will administer the
associated run-off. Consequently, we will not assume any
underwriting exposure with respect to reinsurance contracts
entered into by St. Xxxx xxxxx to January 1, 2002, except as
noted below with respect to finite reinsurance. We will
receive as consideration cash in an amount equal to the
aggregate of all loss, allocated loss adjustment expense
(which is the expense incurred in settling claims), ceding
commission reserves (which are commissions payable to ceding
insurers) and unearned premium reserves (which are reserves
equal to the difference between premiums written and premiums
earned) subject to agreed upon adjustments, net of ceding
commissions under the Quota Share Retrocession Agreements as
of the transfer date (which is 12:01 a.m., on the later of
the business day immediately following the date of the
completion of the Public Offering or October 1, 2002).
Underwriting gain or loss with respect to the Assumed
Reinsurance Contracts for the period from January 1, 2002 to
the transfer date will be retained by St. Xxxx.
4
- The terms of the Quota Share Retrocession Agreements provide,
with limited exceptions, that retrocessional reinsurance,
which is reinsurance obtained by a reinsurer to insure against
all or a portion of its reinsurance written, purchased by St.
Xxxx Re shall be for our expense and shall inure to our
benefit in respect of the Assumed Reinsurance Contracts,
providing us with remaining retrocessional reinsurance
coverage for such contracts through 2002 or the earlier
termination or expiration of the various retrocession
agreements. We will bear all the risk associated with
non-payment by third party retrocessionaires under such
retrocessional reinsurance. All the Quota Share Retrocession
Agreements will take effect as of 12:01 a.m. on the later of
the business day immediately following the date of the
completion of the Public Offering or October 1, 2002.
Accordingly, while St. Xxxx will be contractually committed to
effect the transfer, the effective time of the transfer of the
Assumed Reinsurance Contracts will occur after the sale to
investors of Common Shares in the Public Offering.
- In the case of business written in the U.S., we will have the
right to underwrite specified reinsurance business on behalf
of St. Xxxx for a period of one year following the completion
of the Public Offering in cases where we are unable to
underwrite that business ourselves because, despite using our
reasonable best efforts, we have not obtained a necessary or
desirable regulatory license or approval to do so or we have
not yet been approved as a reinsurer by the cedent, and we
will reinsure such business pursuant to the Quota Share
Retrocession Agreements. In the case of the U.K. business, St.
Xxxx will, if necessary, continue to write such business
through the agency of Platinum UK in cases where we are unable
to underwrite that business ourselves because, despite using
our reasonable best efforts, we have not obtained the required
license from the Financial Services Authority, until the
earlier of the first anniversary of the completion of the
Public Offering, or Platinum UK obtaining the required
license, and we will reinsure such business pursuant to the
Quota Share Retrocession Agreements. This will allow us to
participate in reinsurance business which is bound after the
completion of the Public Offering without any delay
occasioned by the start-up of our operations, including the
lack of required licenses, and facilitate the transition of
St. Xxxx Re's business to us.
- For a period of three years following the completion of the
Public Offering, we will underwrite on behalf of St. Xxxx,
with fee consent of St. Xxxx, renewals of in-force contracts
of finite reinsurance. St. Xxxx will retrocede to us 100% of
the unpaid and future losses under currently in-force
contracts, and we will have the option to reinsure losses
under certain renewed contracts and will be required to offer
to reinsure losses under other renewed contracts, for a fair
market retrocession premium pursuant to the Quota Share
Retrocession Agreements. Under the Quota Share Retrocession
Agreements, a portion of future premiums will be applied to
settle balances related to prior year experience for the
benefit of St. Xxxx. St. Xxxx will have an option to renew
this arrangement with us for a subsequent period of two years.
In the U.K., this arrangement will be limited to finite
treaties which St. Xxxx Re has entered into with a small
number of identified cedents and any further finite treaties
which may be entered into on behalf of St. Xxxx Re UK prior to
September 30, 2003.
- RELATED ASSETS. We will be acquiring from St. Xxxx tangible and
intangible assets relating to the continuing businesses being
transferred to us, including furniture and equipment, systems and
software, assignments of leases, licenses and other assets, as well as
all of the outstanding capital stock of Platinum US.
- EMPLOYEES. Upon or following the completion of the Public Offering, we
expect to employ approximately 150 employees previously employed by St.
Xxxx Re.
5
St. Xxxx has agreed with us that, subject to certain exceptions, for a
period of two years following the completion of the Public Offering, it will not
offer reinsurance of the type covered by the Assumed Reinsurance Contracts and
for which we have acquired renewal rights or hire certain of our employees.
For discussion of the share ownership interests St. Xxxx will obtain
for its contribution of the Transferred Business, see "St. Paul's Share
Ownership" below.
OUR ORGANIZATION
The following chart summarizes our corporate structure upon completion
of the transactions contemplated by this prospectus. Our operating business will
be conducted by Platinum US, Platinum UK and Platinum Bermuda. Platinum Bermuda
expects to reinsure up to approximately 70% of the reinsurance written by
Platinum US and a portion of the reinsurance written by Platinum UK after the
Public Offering, excluding business subject to the Quota Share Retrocession
Agreements and except that St. Xxxx will continue to write reinsurance in the
U.K. and reinsure it 100% to Platinum US for up to one year following the
completion of the Public Offering or until Platinum UK is licensed, whichever is
earlier. For a discussion of potential future limits on the portion of the
reinsurance written by Platinum UK after the completion of the Public Offering
which can be reinsured to Platinum Bermuda, see "Business--Our Business--
Regulation--U.K. Regulation--Proposed Limits on Concentration of Reinsurance
Exposures".
[ORGANIZATIONAL CHART]
MANAGEMENT AND DIRECTORS
We have assembled a senior management team of experienced insurance
industry professionals, whose backgrounds include underwriting and marketing
property and casualty reinsurance worldwide. Xxxxxx X. Xxxxxx, who is the
Chairman of Platinum Holdings' Board of Directors, Xxxxxx X. Xxxxxx, who is
Platinum Holdings' President and Chief Executive Officer, Xxxxxxx X. Xxxxxx, who
is Chief Financial Officer of Platinum Holdings, Xxxxxxx X. Xxxxxxxxxxx, who is
General Counsel of Platinum Holdings, Xxxxxxx X. Xxxxx, who will be Chief
Underwriting
6
Officer of Platinum US, and Xxxx X. Xxxxxxx, who will be Chief Actuary of
Platinum US, in each case upon completion of the Public Offering, have extensive
experience in the global property and casualty reinsurance industry. The new
senior management team intends to initiate a number of actions to improve the
underwriting performance and profitability of the Company. These actions are
described more fully under "Platinum's Strategy" below.
Our Board of Directors consists of seven member: Xx. Xxxxxx; Xx.
Xxxxxx; Xxx X. Xxxxxxx, Chairman of the Board of Directors and Chief Executive
Officer of The St. Xxxx Companies, Inc.; X. Xxxxxxx Xxxxxxx, Chairman of
Mercantile Bankshares Corporation; Xxxxxxxx X. Bank, Senior Vice President of
Tawa Associate Ltd.; Xxx X. Xxxxxxxxxx, President and Chief Executive Officer of
Ohio Casualty Corporation; and Xxxxx X. Xxxxxx, retired Chairman of Xxxxxx Re
Inc.
OUR COMPETITIVE STRENGTHS
We believe that with our experienced management team, unencumbered
capital base and the long-term potential of the business and assets of St. Xxxx
Re obtained from St. Xxxx, we will have the benefits of being both an
established business and a new market entrant. As a well-capitalized, focused
reinsurer, we believe we will be able to expand our relationships with clients
of St. Xxxx Re as well as new clients to a greater extent than if our operations
were part of a multi-line insurer such as St. Xxxx.
We intend to focus our initial marketing efforts on those brokers and
their clients with which St. Xxxx Re has established business relationships. We
feel that the existing portfolio of business generated by St. Xxxx Re represents
a valuable asset given the renewal nature of the reinsurance industry and the
importance of continuity of relationships. We believe that the market
perceptions and reputation established by St. Xxxx Re with respect to service
and responsiveness will benefit us in light of the transfer of personnel and
underwriting activities from St. Xxxx Re to us.
PLATINUM'S STRATEGY
Our goal is to achieve superior long-term returns for our shareholders,
while establishing Platinum as a conservative risk manager and market leader in
certain classes of property and casualty reinsurance.
- BUILD OUR FUTURE ON A STRONG FOUNDATION. We will commence
operations with the benefit of the Transferred Business;
- RENEWAL RIGHTS AND ASSUMED REINSURANCE CONTRACTS. Our
initial portfolio will contain a diversity of
business that would normally take many years to
develop. We will be acquiring St. Xxxx Re's existing
customer lists and the right to seek to renew its
continuing in-force reinsurance contracts, which
produced 2001 pro forma net premiums written of
approximately $1.4 billion.
- FULLY OPERATIONAL INFRASTRUCTURE. We will select
experienced employees from the skilled St. Xxxx Re
employee base. These employees have broker and ceding
company relationships and underwriting pricing and
claims experience that will allow us to be fully
staffed and operational in key underwriting and
support functions.
- ADD NEW EXECUTIVE LEADERSHIP TO EXISTING TALENT. In order to
take full advantage of the historical strengths of St. Xxxx
Re, we have significantly strengthened our senior management
team with the addition of Xx. Xxxxxx and Xx. Xxxxxx. Xx.
Xxxxxx and Xx. Xxxxxx have extensive experience in leading
publicly traded reinsurance companies and intend to implement
a number of initiatives to create a more focused and more
profitable reinsurance business.
7
- FOCUS ON PROFITABILITY, NOT MARKET SHARE. Our new
management team intends to pursue a strategy that
emphasizes underwriting discipline and profitability
over market share. Key elements of this strategy will
be prudent risk selection, appropriate pricing
through strict underwriting discipline and increasing
our writings of lines of business, which we believe
will contribute to our long-term profitability.
- EXERCISE DISCIPLINED UNDERWRITING AND RISK
MANAGEMENT. We intend to exercise risk management
discipline by (i) maintaining a diverse spread of
risk in our book of business across products and
geographic zones, (ii) focusing on excess-of-loss
contracts as opposed to proportional contracts, and
(iii) reducing our aggregate catastrophe exposure.
- OPERATE A LEAN AND EXPENSE-FOCUSED UNDERWRITING
BUSINESS. We believe a lean underwriting culture will
support our focus on profitability and allow us to be
more responsive to changing market conditions. We
intend to keep our headcount low and maintain a
limited number of offices. In addition, we expect to
originate most of our business from brokers, rather
than directly from ceding companies or cedents, which
are insurance companies seeking reinsurance
coverages, which we believe will keep our expenses
low.
- GROW OUR BUSINESS BY LEVERAGING OUR GLOBAL PLATFORM. We intend
to operate in all three of the world's leading reinsurance
markets with offices in New York, London and Bermuda. St. Xxxx
Re has conducted authorized reinsurance activities in the U.S.
and London for many years. Our new Bermuda subsidiary will
provide us with both a new market in which to write
reinsurance and the flexibility to provide reinsurance
products that are best facilitated by an offshore company.
- OPERATE FROM A POSITION OF FINANCIAL STRENGTH. As a newly
formed company, our initial capital position is unencumbered
by any development of loss reserves for business written prior
to January 1, 2002, which are reserves established to reflect
estimated cost of loss payments that ultimately will be
required to be paid. We expect to have between approximately
$949 million and $987 million of total capital following the
Public Offering, the ESU Offering, the St. Xxxx Investment and
the RenaissanceRe Investment, assuming no exercise of the
underwriters', St. Paul's or RenaissanceRe's options to
purchase additional Common Shares in connection with the
Public Offering or additional equity security units, to
support our anticipated underwriting activities. Our
investment strategy will focus on security and stability in
our investment portfolio by maintaining a diversified
portfolio that will consist primarily of investment grade
fixed-income securities.
RECENT INDUSTRY TRENDS
After an extended period of increased competition and eroding premiums,
the reinsurance markets began experiencing improvements in rates, terms and
conditions in the first quarter of 2000. These improvements continued in 2001
and were accelerated by the terrorist attack of September 11, 2001, which
resulted in a range of estimated property and casualty insurance losses to the
insurance industry of between $30 billion and $35 billion, the largest estimated
catastrophe losses ever experienced by the industry. We believe property and
other reinsurance premiums have often risen in the aftermath of significant
catastrophe losses. As claims are reserved, industry surplus is depleted and the
industry's capacity to write new business diminishes. At the same time, there
appears to be heightened awareness that commercial properties are exposed to a
variety of risks. We believe that market trends similar to those that have
occurred in past cycles are developing in the current environment. With respect
to January, April and July 2002 renewals, St. Xxxx Re experienced substantial
rate increases, generally ranging from 20% to 50% depending on
8
the line of business. We believe that the current imbalance between the
increased demand for property-related insurance and reinsurance and the reduced
supply of this type of coverage will continue at least for the immediate future.
ST. PAUL'S SHARE OWNERSHIP
St. Xxxx has determined that the efficiency, profitability and
competitive position of its reinsurance operations can be maximized by
separating them from St. Paul's primary insurance operations. Despite the
separation of the two businesses, St. Xxxx will continue to participate in
future financial results of the reinsurance business through its ownership of
Common Shares as a result of the St. Xxxx Investment.
In return for the Cash Contribution and the Transferred Business, we
will issue 6,000,000 Common Shares to St. Xxxx (so that St. Xxxx will own 15.0%
of our outstanding Common Shares following the Public Offering, the St. Xxxx
Investment and the RenaissanceRe Investment) and the St. Xxxx Option. St. Paul's
Common Shares will be limited to 9.9% of the voting power of the outstanding
Common Shares. If the underwriters exercise their option to purchase additional
Common Shares in the Public Offering, St. Xxxx will have the option to purchase
additional Common Shares, at a price per share equal to the initial public
offering price less the underwriting discount, in order for it to retain its
15.0% interest. In addition, we will grant St. Xxxx the St. Xxxx Option, which
is a ten-year option to purchase up to 6,000,000 Common Shares at 120% of the
initial public offering price. Exercise of such option by St. Xxxx in full
immediately after completion of the Public Offering, the St. Xxxx Investment and
the RenaissanceRe Investment would increase its percentage interest in our
Common Shares to approximately 26.1%, assuming no exercise of the underwriters',
St. Paul's or RenaissanceRe's options to purchase additional Common Shares in
connection with the Public Offering or of the RenaissanceRe Option. However, St.
Xxxx has agreed with us that, prior to any exercise of the St. Xxxx Option, it
will, if necessary, dispose of a sufficient number of Common Shares so that,
immediately after exercise of the St. Xxxx Option, St. Xxxx would not be a
"United States 25% Shareholder" as defined under "Description of Our Common
Shares--Restrictions on Transfers". St. Xxxx has informed us that it currently
intends to continue its share ownership in Platinum Holdings for the foreseeable
future.
RENAISSANCERE'S SHARE OWNERSHIP AND BUSINESS ARRANGEMENTS
In connection with the RenaissanceRe Investment, we will issue to
RenaissanceRe 3,960,000 Common Shares (so that RenaissanceRe will own 9.9% of
our outstanding Common Shares following the Public Offering, the St. Xxxx
Investment and the RenaissanceRe Investment) and the RenaissanceRe Option. If
the underwriters exercise their option to purchase additional Common Shares in
the Public Offering, RenaissanceRe will have the option to purchase additional
Common Shares, at a price per share equal to the initial public offering price
less the underwriting discount, in order for it to retain its 9.9% interest. In
addition, we will grant RenaissanceRe the RenaissanceRe Option, which is a
ten-year option to purchase up to 2,500,000 Common Shares at 120% of the initial
public offering price. Exercise of such option by RenaissanceRe in full
immediately after completion of the Public Offering, the St. Xxxx Investment and
the RenaissanceRe Investment would increase its percentage interest in our
Common Shares to approximately 15.2%, assuming no exercise of the underwriters',
St. Paul's or RenaissanceRe's options to purchase additional Common Shares in
connection with the Public Offering or of the St. Xxxx Option. RenaissanceRe has
agreed with us that, prior to any exercise of the RenaissanceRe Option, it will,
if necessary, dispose of a sufficient number of Common Shares so that,
immediately after exercise of the RenaissanceRe Option, RenaissanceRe would not
beneficially own more than 19.9% of our outstanding voting securities (or up to
24.9% with our approval). See "Description of Our Common
9
Shares--Restrictions on Transfers". RenaissaoceRe has informed us that it
currently intends to continue its share ownership in Platinum Holdings for the
foreseeable future.
We have entered into an investment agreement with St. Xxxx and
RenaissanceRe, which provides RenaissanceRe with, among other things, the right
to nominate one director to our board and, in addition, to designate a
non-voting representative to attend our board meetings, subject to certain
conditions.
We also will enter into an agreement, which we refer to as the
"Services and Capacity Reservation Agreement" in this prospectus, with
RenaissanceRe, pursuant to which in exchange for certain payments by us to
RenaissanceRe, RenaissanceRe will provide services to us in connection with the
reviewing and repositioning of our property catastrophe book of business for a
period of five years. These services will include assisting us in measuring risk
and managing our aggregate catastrophe exposures. In addition, we expect that we
and RenaissanceRe may refer business to each other, to be accepted in the
discretion of the referee, and that compensation will be paid for referral
business at negotiated rates.
RenaissanceRe is a Bermuda company principally engaged, through its
operating subsidiaries, in providing reinsurance and insurance coverage that is
subject to the risk of natural and man-made catastrophes. For a further
discussion of our relationship with RenaissanceRe, see "Certain Relationships
and Related Transactions--The RenaissanceRe Investment".
PRINCIPAL EXECUTIVE OFFICES
Platinum Holdings was organized on April 19, 2002 as a company limited
by shares under Bermuda law. Platinum Holdings' principal executive offices are
located at Xxxxxxxxx Xxxxx, 0 Xxxxxx Xxxxxx, Xxxxxxxx XX 00, Bermuda. Its
telephone number is (000) 000-0000.
10
THE PUBLIC OFFERING, THE ST. XXXX INVESTMENT, THE RENAISSANCERE INVESTMENT
AND THE ESU OFFERING
Common Shares Offered in the Public
Offering 30,040,000 shares.
Common Shares Privately Placed to St. Xxxx 6,000,000 shares.
Common Shares Privately Place to
RenaissanceRe 3,960,000 shares.
Common Shares Outstanding after the Public
Offering, the St. Xxxx Investment and the
RenaissanceRe Investment 40,000,000 shares.
NYSE Symbol PTP.
St. Xxxx Investment and the RenaissanceRe At the completion of the Public Offering, St. Xxxx will make the Cash
Investment Contribution in the amount of between $114 million and $119 million and will
contribute to Platinum the Transferred Business, which had a net tangible book
value of approximately $11 million as of June 30, 2002 (after reflecting a
dividend of $15 million to be made to United States Fidelity and Guaranty
Company, the Parent of Platinum US, immediately prior to St. Paul's
contribution to Platinum of all the outstanding common stock of Platinum US as
part of the Transferred Business). St. Paul's Cash Contribution, together with
the net tangible book value of the Transfered Business as of June 30, 2002,
will represent an amount equal to the initial public offering price less the
underwriters' discount for the Common Shares privately placed to St. Xxxx.
RenaissanceRe will pay, in return for the Common Shares privately placed to
it, a per share purchase price equal to the initial public offering price less
the underwriters' discount, or in aggregate between $83 million and $86
million. An assumed initial public offering price of $22.50, a Cash
Contribution of $117 million and a purchase price of $84 million from
RenaissanceRe, will result in a pro forma net tangible book value per Common
Share of $21.07 following the Public Offering, the ESU Offering, the St. Xxxx
Investment and the RenaissanceRe Investment, assuming no exercise of the
underwriters', St. Paul's or RenaissanceRe's options to purchase additional
Common Shares in connection with the Public Offering or additional equity
security units. Cash Contributions of $114 million and $119 million and $83
million to $86 million from the RenaissanceRe Investment will result in net
tangible book values of $20.59 and $21.54 per Common Share, respectively,
assuming initial public offering prices of $22.00 and $23.00, respectively, and
assuming no exercise of the underwriters', St. Paul's or RenaissanceRe's
options to purchase additional Common Shares in connection with the Public
Offering or additional equity security units.
11
Use of Proceeds Assuming the Common Shares are offered at an initial public offering price of
$22.50 per Common Share (the midpoint of the range stated on the front cover
page), the net proceeds, before expenses from the Public Offering are estimated
to be between approximately $640 million (assuming no exercise of the
underwriters option to purchase additional Common Shares) and $736 million
(assuming full exercise of the underwriters option to purchase additional Common
Share). Assuming the Common Shares are offered at an initial public offering
price of $22.50 per Common Share, the Case Contribution will result in
additional proceed of $117 million and the RenaissanceRe Investment will result
in additional proceeds of $84 million, and if St. Xxxx and RenaissanceRe each
exercised in full their option to purchase additional Common Share in connection
with the Public Offering there would be $32 million additional proceeds. We also
expect to receive estimated net proceeds of approximately $120 million from the
ESU Offering (or $138 million if the underwriters exercise in fall their option to
purchase additional units). All but approximately $20 million of the net proceeds
from the ESU Offering (or approximately $23 million, if the underwriters exercise
in full their option to purchase additional equity security units) will be
contributed to Platinum US. The remaining net proceeds from the ESU Offering will
be retained by Platinum Finance. A portion of the net proceeds from the Public
Offering, the RenaissanceRe Investment and the Cash Contribution currently
estimated at approximately $10 million, will be retained by Platinum Holding and
the balance will be contributed to the capital of Platinum US (in an amount net
less than $250 million), Platinum UK (in an amount not less than $150 million, upon
its being licensed in the United Kingdom), Platinum Ireland (in on amount not less
than $100 million, substantially all of which will be used to purchase a surplus
note issued by Platinum US), and Platinum Bermuda (in an amount not less than $375
million). See "Use of Proceeds".
Dividend Policy The Board of Directors of the Company intends to declare and pay quarterly cash
dividends of $ per Common Share beginning in the first quarter of 2003. The
declaration and payment of dividends to holders of Common Share will be at the
discretion of the Board of Directors but will be prohibited if certain contract
adjustment payments in respect of the equity security units are deferred. See
"Dividend Policy".
ESU Offering Concurrently with the Public Offering we will offer, by means of a separate
prospectus % equity security units for an aggregate offering price of $125
million, plus an additional $18.75 million if the underwriters' option to
purchase additional equity security units is exercised in full. Each unit will
initially consist of (a) a contract to purchase Common shares from Platinum
Holdings and (b) a 1/40, or 2.5%, ownership interest in a senior note of
Platinum Finance, due , 2007, with a principal amount of $1,000.
12
The purchase contract underlying an equity security unit will obligate holders
to purchase, and us to sell, for $25, on , 2005, a number of newly issued Common
Shares equal to a settlement rate based on the average trading price of our
Common Shares at that time. We will make quarterly contract adjustment payments
on the purchase contracts at the annual rate of % of the stated amount of $25
per purchase contract, subject to our rights to defer these payments.
The senior notes of Platinum finance will be unsecured and senior obligations of
Platinum Finance, quaranteed as to principal and interest by Platinum Holdings
on a senior and unsecured basis. The notes will mature on , 2007. Each note will
initially bear interest at the rate of % per year, payable quarterly. The
applicable interest rate on the notes will be reset, and the notes remarketed,
as described under "Description of the Equity Security Units".
During any period in which we defer contract adjustment payments, in general we
cannot declare or pay any dividend or distribution on our Common Shares or take
specified other actions. We do not expect to defer the contract adjustment
payments.
The completion of the ESU Offering and the completion of the Public Offering are
conditioned on each other.
Underwriters' Options to Purchase Additional If the underwriters exercise their option to purchase additional Common Shares
Securities in whole or in part, St. Xxxx has the option to purchase (at a price per share
equal to the initial public offering price less the underwriting discount) in
the aggregate up to an additional 900,000 Common Shares, in order to maintain its
proportionate initial share ownership in Platinum Holdings at 15.0%, and
RenaissanceRe has the option to purchase (at a price per share equal to the
initial public offering price less the underwriting discount) in the aggregate
up to an additional 594,000 Common Shares, in order to maintain its
proportionate initial share ownership in Platinum Holdings at 9.9%. As a result,
if the underwriters' St. Paul's and RenaissanceRe's options to purchase additional
Common Shares in connection with the Public Offering are exercise in full, there
would be 46,000,000 Common Share outstanding upon completion of the Public
Offering, the St. Xxxx Investment and the RenaissanceRe Investment, and, if the
underwriters' option to purchase additional equity security units is exercised in
full, $143,75 million of equity security units outstanding upon completion of the
ESU Offering.
13
St. Xxxx Option We will grant St. Xxxx a ten-year option, exercisable in whole or in part, to
purchase up to 6,000,000 Common Shares at 120% of the initial public offering
price. Exercise of such option by St. Xxxx in full immediately after completion
of the Public Offering, the St. Xxxx Investment and the RenaissanceRe Investment
would increase its percentage interest in our Common Shares to approximately
26.1%, assuming no exercise of the underwriters'. St. Paul's or RenaissanceRe's
options to purchase additional Common Share in connection with the Public
Offering or of the RenaissanceRe Option. The option has antidilution provisions
as described in this prospectus. St. Xxxx has agreed with us that, prior to any
exercise of the St. Xxxx Option, it will, if necessary, dispose of a sufficient
number of common Shares so that, immediately after exercise of the St. Xxxx
Option, St. Xxxx will not be a "United States 25% Shareholder" as defined under
"Description of Our Common Shares--Restrictions on Transfer."
RenaissanceRe Option We will grant RenaissanceRe a ten-year option, exercisable in whole or in
part, to purchase up to 2,500,000 Common Shares at 120% of the initial public
offering price. Exercise of such option by RenaissanceRe in full immediately
after completion of the Public Offering, the St. Xxxx Investment and the
RenaissanceRe Investment would increase its percentage interest in our Common
Shares to approximately 15.2%, assuming no exercise of the underwriters' option
to purchase additional Common Shares in connection with the Public Offering or
of the St. Xxxx Option. The option has antidilution provisions as described in
this prospectus. RenaissanceRe has agreed with us that, prior to any exercise of
the RenaissanceRe Option, it will, if necessary, dispose of a sufficient number of
Common Shares so that, immediately after exercise of the RenaissanceRe Option,
RenaissanceRe will not beneficially own more than 19.9% of our outstanding voting
securities (or up to 24.9% with our approval). See "Description of Our Common
Shares--Restrictions on Transfer."
14
SELECTED PRO FORMA FINANCIAL INFORMATION AND OPERATING DATA
Financial information in this prospectus is presented in U.S. dollars
and on the basis of U.S. GAAP unless otherwise indicated.
In this prospectus, we are presenting unaudited pro forma financial
information of Platinum Holdings with respect to the Transferred Business,
contingent upon the completion of this Public Offering. This pro forma financial
information is based on the terms of the agreements between Platinum and St.
Xxxx effecting the transfer of the Transferred Business, the material terms of
which are described under "Certain Relationships and Related Transactions",
which we refer to herein as the "Inception Agreements".
We caution that the Platinum pro forma consolidated balance sheet and
pro forma combined underwriting results presented herein are not indicative of
the actual results that we expect to achieve once we commence operations. Many
factors may cause our actual results to differ materially from the pro forma
consolidated balance sheet and underwriting results including, but not limited
to, the following:
- Platinum's pro forma combined statement of underwriting
results includes premium and loss development on business
entered into prior to January 1, 2002. Under the Quota Share
Retrocession Agreements, we are assuming no premium or loss
development on business entered into prior to January 1, 2002.
Therefore, our reported premiums written and earned and
reported losses and loss adjustment expenses, which are the
expenses of settling claims, in our initial years of operation
could be substantially lower than as presented in Platinum's
pro forma combined statement of underwriting results. As such,
our reported results in our initial years of operation will
not be subject to prior year development for periods prior to
January 1, 2002.
- Following the Public Offering, we will report underwriting
results under the Quota Share Retrocession Agreements for the
period prior to the later of the business day immediately
after the date of completion of the Public Offering or October
1, 2002 based on the application of retroactive reinsurance
accounting, resulting in the premiums earned and losses
incurred by St. Xxxx during such period being excluded from
our statement of underwriting results. Due to this exclusion,
following the Public Offering, our reported 2002 premiums
written and earned and our net underwriting results in 2002
could be substantially different than as presented in
Platinum's pro forma combined statement of underwriting
results.
- Platinum's pro forma consolidated balance sheet reflects the
inception of the Quota Share Retrocession Agreements assuming
transferred balances as of June 30, 2002. Platinum's actual
consolidated balance sheet will report transferred amounts
determined as of 12:01 a.m. on the later of the business day
immediately after the date of completion of the Public
Offering or October 1, 2002. Accordingly, underwriting gain or
loss with respect to the; Assumed Reinsurance Contracts for
the period from January 1, 2002 through such date will be
retained by St. Xxxx.
- Although we expect to continue to be afforded the benefits of
most of St. Xxxx Re's retrocessional reinsurance program
through their expiration during 2002, we may enter into
retrocessional reinsurance contracts with significantly
different terms and conditions from those that have been made
available to us from St. Xxxx Re and which form the basis of
our initial operations.
15
- The additional and reinstatement premiums, which are premiums
charged for the restoration of the limit of a catastrophe
contract to its full amount after payment of losses, recorded
in 2001 by St. Xxxx Re's Finite Risk operating segment were
primarily caused by losses relating to the September 11, 2001
terrorist attack. These additional and reinstatement premiums
were unusually high and not necessarily indicative of the
recurring premium volume we expect to write in that business
segment.
- Platinum's pro forma financial statements continue to reflect
the discounting of the liability for certain Assumed
Reinsurance Contracts based on our current intention to make
arrangements to permit such discounting. If we do not put such
arrangements in place, reinsurance contracts of a similar type
entered into in the future would be reported on an
undiscounted basis.
PRO FORMA CONSOLIDATED BALANCE SHEET DATA
We have prepared our unaudited pro forma consolidated balance sheet as
of June 30, 2002 to reflect our initial capitalization in the amount of $120,000
and adjusted to reflect, among other things,
- amounts reflecting (a) the receipt of approximately $725
million, representing the estimated net proceeds from the
Public Offering and the RenaissanceRe Investment based on an
assumed initial public offering price of $22.50 per Common
Share (the midpoint of the range stated on the front cover
page), without giving effect to any exercise of the
underwiters', St. Paul's or RenaissanceRe's options to
purchase additional Common Shares in connection with the
Public Offering, (b) the redemption of the Common Shares that
were issued at inception and capital contributed prior to the
Public Offering, (c) the payment of certain formation and
organization expenses, as discussed in Notes 2 and 12 to our
consolidated balance sheet, on pages F-5 and F-12 of this
prospectus, which totals $5.1 million, of which $2.1 million
has been expensed as of June 30,2002, and (d) our entering
into the Services and Capacity Reservation Agreement as of
June 30, 2002. Additional formation and organization expenses
will be incurred prior to closing. It is further assumed that
the net proceeds from the Public Offering will be invested in
long-term, taxable fixed income securities;
- amounts representing the receipt of St. Paul's Cash
Contribution of $117 million (the midpoint of the $114
million to $119 million range for the Cash Contribution) and
the contribution of the Transferred Business at historical
cost in exchange for the issuance of Common Shares and the St
Xxxx Option. Amounts related to net tangible assets
contributed to Platinum by St. Xxxx are recorded at St. Paul's
book value as of June 30, 2002. Assets include the net assets
of Platinum US (which reflect a dividend of $15 million to be
made to United States Fidelity and Guaranty Company, its
parent, immediately prior to St. Paul's contribution of
Platinum US) as well as tangible assets and other intangible
assets such as broker arid customer lists and contract renewal
rights and licenses;
- amounts reflecting the receipt of approximately $120 million,
representing the estimated net proceeds from the ESU Offering
and recognition of the present value of future contract
adjustment payments payable on the purchase contracts
contained within the equity security units, without giving
effect to any exercise of the underwriters' option to purchase
additional equity security units. It is further assumed that
the net proceeds from the ESU Offering will be invested in
long-term, taxable fixed income securities; and
16
- amounts reflecting Platinum entering into the Quota Share
Retrocession Agreements with St. Xxxx Re reinsuring the
Assumed Reinsurance Contracts as of June 30, 2002.
AT JUNE 30, 2002
----------------
($ IN MILLIONS,
EXCEPT PER SHARE
AMOUNT)
Cash and invested assets $ 1,193
Deferred acquisition costs 22
Other assets(1) 19
----------------
Total assets $ 1,234
----------------
Unpaid losses and loss adjustment expense reserves $ 102
Unearned premium reserves 152
Debt obligations(2) 125
Other liabilities(1)(3) 12
Total shareholders equity(3) 843
----------------
Total liabilities and shareholders's Equity(3) $ 1,234
----------------
Book value per Common Share(1)(3)(4) $ 21.07
--------------
(1) Reflects Platinum entering into, and accruing for, the Services and
Capacity Reservation Agreement as of June 30, 2002.
(2) Reflects senior notes issued in connection with the ESU Offering.
(3) Reflects the present value of the contract adjustment payments in connection
with the ESU Offering.
(4) Reflects the issuance of 40,000,000 Common Shares in the Public Offering,
the St. Xxxx Investment and the RenaissanceRe Investment.
17
PRO FORMA COMBINED UNDERWRITING RESULTS
We have prepared our unaudited pro forma combined statements of
underwriting results to represent our reinsurance business as if we had
commenced our operations and the Public Offering, the ESU Offering, the St. Xxxx
Investment and the RenaissanceRe Investment had been completed as of January 1,
2001. Our presentation of our pro forma underwriting results assumes that all
of the Inception Agreements were entered into as of January 1, 2001. We have
based our presentation on St. Xxxx Re's actual underwriting results for the
periods presented. We have then adjusted these historical results to remove any
of St. Xxxx Re's reinsurance businesses that will not be part of Platinum
following the completion of the Public Offering, including
- amounts related to St. Xxxx Re's reinsurance business
representing lines of business that will not be transferred to
Platinum, including aviation and bond and credit reinsurance,
certain financial risk and capital markets reinsurance
products, and certain North American business previously
underwritten in London. Platinum will not obtain the renewal
rights to these lines of business and will not assume
liabilities related to these lines of business, and Platinum's
management does not intend to write these lines of business in
the future, and
- amounts related to St. Xxxx Re's allocations from the St. Xxxx
corporate aggregate excess-of-loss reinsurance programs that,
will not be available to Platinum.
Except as noted above, the pro forma combined underwriting results
assume that all other retrocessional reinsurance with respect to the Assumed
Reinsurance Contracts entered into in 2002 and prior years will remain available
to Platinum.
Also, as noted above, we have based our pro forma underwriting results
on the assumption that all of the Inception Agreements were entered into on
January 1, 2001, including the Services and Capacity Reservation Agreement.
Our future results will depend in part on the amount of our investment
income, which cannot be predicted and which will fluctuate depending upon the
types of investments we select, our underwriting results and market factors.
Actual tax expense in future periods will be based on underwriting results plus
investment income and other income and expense items not reflected in the pro
forma combined underwriting results. Our effective tax rate will reflect the
proportion of income recognized by our operating subsidiaries, with Platinum US
taxed at the U.S. corporate income tax rate (35%), Platinum UK taxed at the U.K.
corporate tax rate (generally 30%), Platinum Ireland taxed at the Irish
corporate tax rate (25% on non-trading income and 16% on trading income, the
latter rate to be reduced to 12.5% as of January 1, 2003), and Platinum Bermuda
taxed at a zero corporate tax rate. In 2002, we expect to have a greater portion
of our income subject to U.S. taxation and U.K. taxation than we expect to have
in the future because our Bermuda operations are entirely new but can be
expected to grow as a proportion of our business. As a result of changes in the
geographic distribution of taxable income as well as changes in the amount of
our non-taxable income and expense, the relationship between our reported income
before tax and our income tax expense may change significantly from one period
to the next.
18
SIX MONTH
ENDED
JUNE 30, YEAR ENDED
---------------------- DECEMBER 31,
2002 2001 2001
------- ------- ------------
($ IN MILLIONS)
NET PREMIUMS EARNED
Net premiums written $ 602 $ 576 $ 1,382
Changed in unearned premiums, Net (29) (88) (80)
------- ------- -------
Net premiums earned 573 488 1,302
LOSSES AND UNDERWRITING EXPENSES
Losses and loss adjustment expenses 350 344 1,440
Policy acquisition expenses 144 149 237
Other underwriting expenses 34 37 69
------- ------- -------
Total Underwriting loss and expenses $ 528 $ 530 1,746
------- ------- -------
UNDERWRITING GAIN (LOSS) $ 45 $ (42) $ (444)
------- ------- -------
SELECTED RATIOS - U.S. GAAP
Loss and loss adjustment expenses ratio 61.2% 70.6% 110.6%
Underwriting expense ratio 31.1% 38.1% 23.5%
------- ------- -------
Combined ratio 92.3% 108.7% 134.1%
------- ------- -------
SELECTED RATIOS-STATUTORY
Loss and loss adjustment expense ratio 61.2% 70.6% 110.6%
Underwriting expense ratio 29.6% 32.3% 22.1%
------- ------- -------
Combined ratio 90.8% 102.9 132.7%
======= ======= =======
Impact of catastrophes on combined ratio(1) (3.0)% 3.7% 40.9%
======= ======= =======
------------
(1) Excludes ceded losses under St. Xxxx Re's aggregate excess-of-loss
treaties, because such treaties extend to non-catastrophic as well as
catastrophic losses as described below. The 3% benefit from
catastrophes on the June 30, 2002 combined ratio is driven by a lack of
catastrophes in the first six months of 2002 and favorable loss
development in 2002 on catastrophe losses incurred in prior years.
Included in the 2001 pro forma combined underwriting results are
pre-tax losses related to the September 11, 2001 terrorist attack totaling $468
million. This amount includes gross losses and loss adjustment expenses of $819
million, $123 million of ceded reinsurance, $137 million of additional and
reinstatement premiums and $91 million of reduced contingent commission
expenses. The determination of the impact of catastrophes on the combined ratio
(which is a combination of the expense ratio and the loss ratio) excludes the
ceded losses under St. Xxxx Re's aggregate excess-of-loss treaties; these
treaties provide coverage for excess losses arising from catastrophic and
non-catastrophic events. The benefits of St. Xxxx Re's aggregate excess-of-loss
treaty for 2002 will remain available to Platinum for the balance of 2002 unless
earlier terminated pursuant to its terms.
19
PRO FORMA UNDERWRITING RESULTS BY OPERATING SEGMENT
The following provides a summary of the pro forma underwriting results
for our three operating segments. To provide a more meaningful indication of the
underlying performance of our business segments, the results exclude the impact
of St. Xxxx Re's aggregate excess-of-loss treaties and the impact of the
September 11, 2001 terrorist attack.
SIX MONTHS ENDED
JUNE 30, YEAR ENDED
---------------------- DECEMBER 31,
2002 2001 2001
------- ------- ------------
($ IN MILLIONS)
NET PREMIUM WRIITEN
Global Property and Marine $ 215 $ 196 $ 356
Global Casualty 248 288 611
Finite Risk 146 129 365
------- ------- -------
Total $ 609 $ 613 $ 1,332
UNDERWRITING GAIN (LOSS)
Global Property and Marine $ 64 $ 11 $ 62
Global Casualty (29) (89) (119)
Finite Risk 30 (6) (26)
------- ------- -------
Total $ 65 $ (84) $ (83)
COMBINED RATIO
Global Property and Marine 65.8% 93.1% 82.1%
Global Casualty 112.3% 138.1% 112.1%
Finite Risk 78.9% 104.8% 107.1%
------- ------- -------
Total 88.7% 116.0% 106.6%
======= ======= =======
20
RISK FACTORS
Before investing in our Common Shares, you must carefully consider the
following risk factors. These risks could materially affect our business,
results of operations or financial condition and cause the trading price of the
Common Shares to decline. You could lose part or all of your investment.
RISKS RELATED TO OUR BUSINESS
IF WE ARE UNABLE TO IMPLEMENT OUR BUSINESS STRATEGY OR OPERATE OUR
BUSINESS AS WE CURRENTLY EXPECT, OUR RESULTS MAY BE ADVERSELY AFFECTED.
Platinum Holdings, Platinum UK, Platinum Bermuda, Platinum Ireland and
Platinum Finance were recently formed. Platinum US, a wholly owned subsidiary of
St. Xxxx, has been in existence since 1995 as an inactive insurance company.
None of these companies has any operating history. Businesses, such as ours,
which are starting up or in their initial stages of development present
substantial business and financial risks and may suffer significant losses. We
must develop business relations, establish operating procedures, hire staff,
obtain facilities, implement new systems, obtain licenses and complete other
tasks appropriate for the conduct of our intended business activities. If we are
unable to implement these actions to operate our business as we currently
expect, our results may be adversely affected. As a result of industry factors
or factors specific to Platinum, we may have to alter our anticipated methods of
conducting our business, such as the nature, amount and types of risks we
assume.
WE MAY NOT BE ABLE TO SUCCESSFULLY CONTINUE THE BUSINESS BEING
CONTRIBUTED BY ST. XXXX RE BECAUSE WE DO NOT HAVE ST. PAUL'S
ESTABLISHED NAME RECOGNITION AND CAPITAL BASE.
Although we anticipate commencing our operations with an existing
reinsurance business, including renewal opportunities, broker and cedent
relationships, a workforce and other tangible and intangible assets that are
being contributed by St. Xxxx Re, we may not be able to successfully continue
this business. We will not have any of the benefits which may have flowed to the
business from being affiliated with St. Xxxx, including its name recognition,
its reputation in the industry and its strong capital base. In addition, we will
not have certain offices that produced 2002 business but that were closed in
late 2001 and early 2002. It is possible that clients of St. Xxxx Re will choose
not to renew expiring contracts with us and will choose to reinsure with our
competitors. It is possible that cedents will choose to not do business with us
because we will have a smaller capital base or lower ratings than St. Xxxx has
or because the cedents' credit approval committees will not approve doing
business with us. It is possible that clients that do renew expiring contracts
with us may demand policy terms that are less favorable to us or may renew only
with reduced coverage limits. In addition, certain of the Assumed Reinsurance
Contracts afford the reinsured party a right to cancel coverage upon transfer of
the Transferred Business to us. While we expect that few, if any, cancellations
will occur, substantial cancellations would adversely affect our future results
of operations, particularly in the near-term. We may not be able to maintain the
broker relationships established by St Xxxx Re, or retain those employees of St.
Xxxx Re who are expected to join us upon completion of the Public Offering. We
may not be able to build upon this base of business or operate our business as
successfully as St. Xxxx Re. It is also possible that the restructuring of St.
Xxxx Re that St. Xxxx initiated in December 2001 and the Public Offering may
adversely affect our ability to maintain the St. Xxxx Re business that is being
transferred to us.
NEITHER OUR PRO FORMA FINANCIAL INFORMATION NOR THE HISTORICAL COMBINED
FINANCIAL INFORMATION OF ST. XXXX RE IN THIS PROSPECTUS IS AN INDICATOR
OF OUR FUTURE ACTUAL RESULTS.
As a newly formed company, we have no actual results of operations. We
are, therefore, presenting in this prospectus our pro forma financial
information with respect to the reinsurance business which St. Xxxx will be
transferring to us, as if the Public Offering, the ESU Offering, the St.
21
Xxxx Investment and the RenaissanceRe Investment had been completed and we had
commenced our operations as of January 1, 2001. We are also presenting
historical combined financial information of St. Xxxx Re to illustrate the
underwriting results of our actual historical reinsurance business.
We caution that our pro forma financial information and the historical
combined financial information of St. Xxxx Re presented in this prospectus are
not necessarily comparable with or indicative of the actual results that we
expect to achieve once we commence operations for the reasons set forth below:
- Platinum's pro forma combined statement of underwriting results
includes premium and loss development on business entered into
prior to January 1, 2002. Under the Quota Share Retrocession
Agreements, we are assuming no premium or loss development on
business entered into prior to January 1, 2002. Therefore, our
reported premiums written and earned and reported losses and loss
adjustment expenses in our initial years of operation could be
substantially lower than as presented in Platinum's pro forma
combined statement of underwriting results. As such, our reported
results in our initial years of operation will not be subject to
prior year development for periods prior to January 1, 2002.
- Following the Public Offering, we will report underwriting
results under the Quota Share Retrocession Agreements for the
period prior to the later of the business day immediately after
the date of completion of the Public Offering or October 1, 2002
based on the application of retroactive reinsurance accounting,
resulting in the premiums earned and losses incurred by St. Xxxx
during such period being excluded from our statement of
underwriting results. Due to this exclusion, following the Public
Offering, our reported 2002 premiums written and earned and our
net underwriting results in 2002 could be substantially different
than as presented in Platinum's pro forma combined statement of
underwriting results.
- Platinum's pro forma consolidated balance sheet reflects the
inception of the Quota Share Retrocession Agreements assuming
transferred balances as of June 30, 2002. Platinum's actual
consolidated balance sheet will report transferred amounts
determined as of 12:01 a.m. on the later of the business day
immediately after the date of completion of the Public Offering
or October 1, 2002. Accordingly, underwriting gain or loss with
respect to the Assumed Reinsurance Contracts for the period from
January 1, 2002 through such date will be retained by St. Xxxx.
- Although we expect to continue to be afforded the benefits of
most of St. Xxxx Re's retrocessional reinsurance program through
their expiration during 2002, we may enter into retrocessional
reinsurance contracts with significantly different terms and
conditions from those that have been made available to us from
St. Xxxx Re and which form the basis of our initial operations.
- The additional and reinstatement premiums recorded in 2001 by St.
Xxxx Re's Finite Risk operating segment were primarily caused by
losses relating to the September 11, 2001 terrorist attack. These
additional and reinstatement premiums were unusually high and not
necessarily indicative of the recurring premium volume we expect
to write in that business segment.
- Platinum's pro forma financial statements continue to reflect the
discounting of the liability for certain Assumed Reinsurance
Contracts based on our current intention to make arrangements to
permit such discounting. If we do not put such arrangements in
place, reinsurance contracts of a similar type entered into in
the future would be reported on an un-discounted basis.
Our future consolidated financial results will also depend on the
amount of our investment income, which cannot be predicted and which will
fluctuate depending upon the types of
22
investments we select, our underwriting results and market factors, such as the
level of interest rates, as well as our consolidated effective tax rate.
INTENSE COMPETITION COULD ADVERSELY AFFECT OUR PROFITABILITY.
The property and casualty reinsurance industry is highly competitive
and, except for regulatory considerations, there are relatively few barriers to
entry. We will compete with major U.S. and non-U.S. reinsurers, including
several Bermuda-based reinsurers that write property and casualty reinsurance
and that target the same market as we do and utilize similar business
strategies.
In addition to reinsurance company competitors, other financial
institutions are now able to offer services similar to those that we expect to
offer. Financial institutions have also created alternative capital market
products that compete with reinsurance products, such as reinsurance
securitization. Such alternative products may be perceived to be more beneficial
for ceding companies than reinsurance offered by reinsurance companies and may
result in lower demand for certain of our products.
Since we have no operating history, many of our competitors have
greater name and brand recognition than we currently do. Many of them also have
more (in some cases substantially more) capital and greater marketing and
management resources than we expect to have, and may offer a broader range of
products and more competitive pricing than we expect to or will be able to
offer.
Our competitive position will be based on many factors, including our
perceived overall financial strength, ratings assigned by independent rating
agencies, geographic scope of business, client relationships, premiums charged,
contract terms and conditions, products and services offered (including the
ability to design customized programs), speed of claims payment, reputation,
experience and qualifications of employees and local presence. Since we have not
yet commenced operations, we may not be able to compete successfully on any of
these bases. If competition limits our ability to write new business at adequate
rates, our return on capital may be adversely affected.
THE SEPTEMBER 11, 2001 TERRORIST ATTACK HAS GENERATED SUBSTANTIAL NEW
CAPITAL INFLOWS INTO THE REINSURANCE INDUSTRY, INCREASING COMPETITION
WHICH COULD ADVERSELY AFFECT OUR PROFITABILITY.
Following the terrorist attack of September 11, 2001, a number of new
reinsurers and other entities have been formed and a number of existing market
participants have raised new capital in an effort to participate in an improving
marketplace. These new and better financed companies are expected to increase
the level of competition in the industry, which may affect our competitive
position. While we believe that we and our competitors will be able to raise
premium rates in the near and intermediate term, the additional competition
following the September 11, 2001 terrorist attack may limit such increases or
result in decreases in premium rates.
WE ARE NOT YET RATED BY A.M. BEST AND THIS COULD AFFECT OUR COMPETITIVE
POSITION WITH CUSTOMERS.
Competition in the types of reinsurance business that we intend to
underwrite is based on many factors, including the perceived financial strength
of the reinsurer and ratings assigned by independent rating agencies. A.M. Best
Company, Inc. ("Best's") is generally considered to be a significant rating
agency with respect to the evaluation of insurance and reinsurance companies.
Best's ratings are based on a quantitative evaluation of performance with
respect to profitability, leverage and liquidity and a qualitative evaluation of
spread of risk, reinsurance program, investments, reserves and management.
Insurance ratings are used by insurers and reinsurance intermediaries as an
important means of assessing the financial strength and quality of reinsurers.
In addition, a ceding company's own rating may be adversely affected by the lack
of a rating of its reinsurer. Therefore, the lack of a rating may dissuade a
ceding company from reinsuring with us and may influence a ceding company to
reinsure with a competitor of ours that has an insurance rating.
23
Our management has met with Best's, which has advised us that it
expects to assign an initial financial strength rating of "A" (Excellent) to our
operating subsidiaries upon the completion of the Public Offering and the
receipt of the offering proceeds in line with certain representations we made to
Best's. In addition, the rating assignment is contingent upon the funding of our
operating subsidiaries to the levels indicated by our management as well as the
execution of all pertinent transactions as detailed by this prospectus. The
rating assignment further contemplates the initiation of certain capital support
agreements between Platinum Holdings and its operating subsidiaries.
However, we may not obtain the "A" rating if we do not receive a
sufficient amount of proceeds from the Public Offering in order to capitalize
our operating subsidiaries at the levels we indicated to Best's, execute the
transactions described in this prospectus or otherwise satisfy the conditions
set by Best's for the assignment to us of such a rating.
CONSOLIDATION IN THE INSURANCE INDUSTRY COULD LEAD TO LOWER MARGINS FOR
US AND LESS DEMAND FOR OUR REINSURANCE PRODUCTS AND SERVICES.
The insurance industry is undergoing a process of consolidation as
industry participants seek to enhance their product and geographic reach, client
base, operating efficiency and general market power through merger and
acquisition activities. These larger entities may seek to use the benefits of
consolidation to, among other things, implement price reductions for their
products and services. If competitive pressures compel us to reduce our prices,
our operating margins would decrease.
As the insurance industry consolidates, competition for customers may
become more intense and the importance of acquiring and properly servicing each
customer will become greater. We could incur greater expenses relating to
customer acquisition and retention, which could reduce our operating margins. In
addition, insurance companies that merge may be able to enhance their
negotiating position when buying reinsurance and may be able to spread their
risks across a consolidated, larger capital base so that they require less
reinsurance.
WE ARE DEPENDENT ON KEY EXECUTIVES.
Our success will depend in substantial part upon the continued service
of Xxxxxx X. Xxxxxx as our Chairman of the Board of Directors and Xxxxxx X.
Xxxxxx as our President and Chief Executive Officer. Xx. Xxxxxx'x employment
contract will expire on March 4, 2007 unless extended. Xx. Xxxxxx will serve as
a consultant to Platinum US through March 1, 2005 unless his consulting contract
is extended. Our success will also depend on our ability to attract and retain
additional executives and underwriting personnel. We believe that there are only
a limited number of available, qualified executives in the reinsurance industry,
and our inability to hire additional senior executives or the loss of the
services of any of our senior executives could delay or prevent us from fully
implementing our business strategy and could significantly and negatively affect
our business.
Under Bermuda law, non-Bermudians (other than spouses of Bermudians)
may not engage in any gainful occupation in Bermuda without a work permit. None
of our executive officers is a Bermudian, and all such officers will be working
in Bermuda under work permits. Xx. Xxxxxx has obtained a temporary work permit,
and we are seeking longer-term work permits from the Bermuda authorities for him
as well as for Xxxxxxx X. Xxxxxxxxxxx, Xxxxxxx X. Xxxxxx and any other persons
who will be employees of Platinum Holdings or Platinum Bermuda who are not
Bermuda citizens. The Bermuda government recently announced a new policy that
places a six-year term limit on individuals with work permits, subject to
certain exemptions for key employees. It is possible that we could lose the
services of one or more of these people if we are unable to obtain or renew
their work permits, which could significantly and adversely affect our business.
24
THE OCCURRENCE OF SEVERE CATASTROPHIC EVENTS MAY HAVE A MATERIAL
ADVERSE EFFECT ON OUR FINANCIAL RESULTS AND FINANCIAL CONDITION.
Because we intend to underwrite property and casualty reinsurance and
will have large aggregate exposures to natural and man-made disasters, we expect
that our loss experience generally will include infrequent events of great
severity. The frequency and severity of catastrophe losses are inherently
unpredictable. Consequently, the occurrence of losses from catastrophic events
is likely to cause a material adverse effect on our results of operations and
financial condition. For example, St. Xxxx Re recorded pre-tax catastrophe
losses of $135 million in 2000 and $143 million in 1999, materially impacting
its results of operations during those years. In addition, catastrophes are an
inherent risk of our business and a catastrophe or series of catastrophes can be
expected to have a material adverse effect on our ability to write new business,
and our financial condition and results of operations, possibly to the extent of
eliminating our shareholders' equity and statutory surplus (which is the amount
remaining after all liabilities, including loss reserves, are subtracted from
all admitted assets, as determined under statutory accounting principles, which
are the principles prescribed or permitted by U.S. insurance regulatory
authorities). Increases in the values and geographic concentrations of insured
property and the effects of inflation have historically resulted in increased
severity of industry losses in recent years and we expect that those factors
will increase the severity of catastrophe losses in the future.
Under the Quota Share Retrocession Agreements, St. Xxxx retains
underwriting gain or loss with respect to the Assumed Reinsurance Contracts for
the period from January 1, 2002 to the transfer date, which is 12:01 a.m. on the
later of the business day immediately after the date of completion of the Public
Offering or October 1, 2002. Accordingly, St. Xxxx retains underwriting losses,
if any, with respect to catastrophes arising before the transfer date to the
extent reserves are established therefor as of such date. Platinum bears all
underwriting loss from catastrophes occurring on or after the transfer date and
any underwriting loss or gain resulting from reestimation of catastrophe losses
established by St. Xxxx as of the transfer date. Under the Quota Share
Retrocession Agreements, premiums attributable to policy periods prior to the
transfer date are retained by St. Xxxx, and premiums attributable to periods on
or following the transfer date are for Platinum's benefit. Consistent with St.
Paul's accounting practices, St. Xxxx and Platinum intend to allocate 2002
premiums attributable to catastrophe coverage before and after the transfer date
between themselves on a pro rata basis over the applicable policy period,
without adjustment for seasonality that exists for certain catastrophe losses.
Certain catastrophic events, such as hurricane and windstorm exposure in North
America, tend to occur more frequently in the latter half of the calendar year.
Accordingly, Platinum's premium income attributable to certain catastrophe
coverages and earned in the period following the time of effectiveness of the
Quota Share Retrocession Agreements may not, due to seasonality among other
factors, sufficiently match Platinum's exposure to losses from certain
catastrophic events which may occur in the remaining part of 2002.
THE SEPTEMBER 11, 2001 TERRORIST ATTACK MAY RESULT IN GOVERNMENT
INTERVENTION IMPACTING THE INSURANCE AND REINSURANCE MARKETS.
In response to the tightening of supply in certain insurance markets
resulting from, among other things, the terrorist attack of September 11, 2001,
the U.S. government and other governments may intervene in the insurance and
reinsurance markets. Following the September 11, 2001 terrorist attack, various
proposed legislation that is designed to ensure the availability of insurance
coverage for terrorist acts has been introduced in the U.S. Congress.
Legislation has been adopted in the U.S. House of Representatives designed,
among other things, to provide federal government loans over a short-term period
to commercial insurers and reinsurers for funding losses arising from terrorist
acts against U.S. properties, which loans would be repaid through industry
assessments and, if losses exceed a threshold, policyholder assessments.
Similar, alternative legislation has been adopted in the U.S. Senate; the Senate
legislation provides for
25
direct government assistance to commercial insurers and reinsurers for covered
losses that exceed a per-company "deductible." We cannot predict whether any
such legislation will be enacted or what form it may take. You should note that
governmental intervention could significantly and adversely affect us by, among
other things:
- providing competing insurance and reinsurance capacity in the
markets and to the customers we expect to target;
- regulating the terms of insurance and reinsurance capacity and
reinsurance policies in a manner that could significantly and
adversely affect us, directly or indirectly, by requiring
coverage for terrorist acts to be offered by insurers and
reinsurers, benefiting our competitors, reducing the demand for
our products or benefiting insurers as compared to reinsurers
such as ourselves;
- providing sources of liquidity to U.S. companies that may not be
available to our non-U.S. subsidiaries; or
- otherwise disproportionally benefiting U.S. or other foreign
countries' companies over Bermuda-based companies such as
Platinum Holdings and its Bermuda subsidiary.
THE SEPTEMBER 11, 2001 TERRORIST ATTACK HAS CAUSED UNCERTAINTY AS TO
FUTURE INSURANCE AND REINSURANCE COVERAGE FOR TERRORIST ACTS, AND WE
MAY IN THE FUTURE HAVE SUBSTANTIAL EXPOSURE TO SUCH ACTS.
Following the terrorist attack of September 11, 2001, there is
uncertainty in the insurance and reinsurance markets about the extent to which
future coverages will extend to terrorist acts. There is also uncertainty about
the definition of terrorist acts. We believe that coverage of claims that are
the result of terrorist acts (as they are ultimately defined by industry and
government standards) will generally be excluded from property catastrophe
reinsurance contracts covering large commercial risks above specified property
values, but generally will not be excluded for smaller commercial coverages,
personal lines written for individuals or families or other coverages.
Accordingly, we presently continue to incur exposure to terrorist acts. The
extent to which coverage for terrorist acts will be offered by the insurance and
reinsurance markets in the future is uncertain. Coverage for losses resulting
from terrorist acts may be offered separately in the reinsurance market, and we
may or may not offer such coverage in the future. If our and the insurance
industry's attempts to exclude terrorist acts from contracts covering large
commercial risks that exceed specified values were to fail, we could incur large
unexpected losses if further terrorist attacks occur.
THE FAILURE TO BE EFFECTIVE OF ANY OF THE LOSS LIMITATION METHODS WE
EMPLOY COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR FINANCIAL CONDITION
OR OUR RESULTS OF OPERATIONS.
Our property and casualty reinsurance contracts cover unpredictable
events such as hurricanes, windstorms, hailstorms, earthquakes, volcanic
eruptions, fires, industrial explosions, freezes, riots, floods, and other
natural or man-made disasters. We intend to seek to limit our loss exposure by
writing the majority of our products on an excess-of-loss basis. We also intend
to limit the aggregate amount of all treaties for each client and to execute
prudent underwriting of each program written. In the case of treaties where we
reinsure a proportionate part of premiums and losses, which are referred to as
pro rata or proportional treaties, we intend to seek per occurrence
limitations or caps on the ratio of losses to premiums, which are referred to as
loss cap ratios, to limit the impact of losses from any one event. A limited
number of the Assumed Reinsurance Contracts do not contain these limits, which
means that there is no contractual limit to the losses that we may be required
to pay pursuant to such Assumed Reinsurance Contracts. In addition, we intend to
seek to limit our loss exposure by geographic diversification. Geographic zone
limitations involve significant underwriting judgments, including the
specification of the areas constituting the zones and the inclusion of a
particular policy within a particular zone's limits. Various provisions of our
policies, such as limitations or exclusions from coverage or choice of forum,
may not be enforceable in the manner we intend, due to, among other things,
disputes relating to coverage
26
and choice of legal forum. Underwriting is a matter of judgment, involving
important assumptions about matters that are inherently unpredictable and beyond
our control, and for which historical experience and probability analysis may
not provide sufficient guidance. One or more catastrophic or other events could
result in claims that substantially exceed our expectations, which could have a
material adverse effect on our financial condition or our results of operations,
possibly to the extent of eliminating our shareholders' equity and statutory
surplus. St. Xxxx Re recorded net pretax losses of $556 million as a result of
the September 11, 2001 terrorist attack, the most significant catastrophe to
date for the property-casualty insurance industry. Contributing to the
significance of these losses were certain contracts having occurrence limits
that excluded natural perils but not man-made disasters. Had these occurrence
limits excluded man-made disasters, St. Xxxx Re's losses would have been
approximately $25 million lower.
WE INTEND TO PURCHASE RETROCESSIONAL REINSURANCE, WHICH WILL SUBJECT US
TO CREDIT RISK AND MAY BECOME UNAVAILABLE ON ACCEPTABLE TERMS.
In order to limit the effect on our financial condition of large and
multiple losses, we intend to buy retrocessional reinsurance, which is
reinsurance for our own account. From time to time, market conditions have
limited, and in some cases have prevented, insurers and reinsurers from
obtaining the types and amounts of reinsurance which they consider adequate for
their business needs. As a result of the September 11, 2001 terrorist attack,
both pricing and terms have become more severe in the retrocessional reinsurance
market, which may limit our ability to obtain desired amounts of retrocessional
reinsurance at acceptable pricing. If we are unable to obtain retrocessional
reinsurance, our financial position and results of operations may be materially
adversely affected. Moreover, the September 11, 2001 terrorist attack, threats
of further terrorist attacks and the military initiatives and political unrest
in Afghanistan, the Middle East and the surrounding regions have adversely
affected general economic, market and political conditions, increasing many of
the risks of our business. Over time, the rating agencies could re-examine the
ratings affecting our industry. We may not be able to obtain our desired amounts
of retrocessional reinsurance on acceptable terms. St. Xxxx Re had
retrocessional arrangements through St. Xxxx, and we may not be able to obtain
replacement agreements. Even if we are able to obtain such retrocessional
reinsurance, we may not be able to negotiate terms as favorable to us as the
terms that St. Xxxx Re was able to obtain through St. Xxxx in prior years. Loss
of all or portions of our retrocessional coverage could subject us to increased
exposure, which could be material.
A retrocessionaire's insolvency or its inability or unwillingness to
make payments under the terms of its reinsurance treaty with us could have a
material adverse effect on us. Therefore, our retrocessions subject us to credit
risk because the ceding of risk to retrocessionaires does not relieve a
reinsurer of its liability to the ceding companies.
IF WE ARE REQUIRED TO INCREASE OUR LOSS RESERVES, OUR OPERATING RESULTS
WILL BE ADVERSELY AFFECTED.
At any time, our loss reserves may prove to be inadequate to cover our
actual losses and benefits experience. To the extent loss reserves may be
insufficient to cover actual losses or loss adjustment expenses, we will have to
add to these loss reserves and incur a charge to our earnings, which could have
a material adverse effect on our financial condition, results of underwriting
and cash flows. St. Xxxx Re has experienced such instances where a re-estimation
of loss reserves has proved to be material and, in 2001, recorded a net
additional provision of $95 million related to losses incurred in prior years.
This provision reflected worse than expected loss emergence in St. Xxxx Re's
North American Property segment, largely driven by certain property business
underwritten through its London office, and in the surplus lines business. We
could experience adverse development on our loss reserves, including those
initially established by St. Xxxx Re and transferred to us pursuant to the
Quota Share Retrocession Agreements.
27
Our loss reserves will not represent an exact calculation of liability,
but rather will be estimates of the expected cost of the ultimate settlement of
losses. We expect that all of our loss reserve estimates will be based on
actuarial and statistical projections at a given time, of facts and
circumstances known at that time and estimates of trends in loss severity and
other variable factors, including new concepts of liability and general economic
conditions. Changes in these trends or other variable factors could result in
claims in excess of our loss reserves.
Unforeseen losses, the type or magnitude of which we cannot predict,
may emerge in the future. These additional losses could arise from changes in
the legal environment, catastrophic events, extraordinary events affecting our
clients such as reorganizations and liquidations or changes in general economic
conditions.
In addition, because we, like other reinsurers, will not separately
evaluate each of the individual risks assumed under reinsurance treaties, we
will be largely dependent on the original underwriting decisions made by ceding
companies. We will be subject to the risk that our ceding companies may not have
adequately evaluated the risks to be reinsured and that the premiums ceded to us
may not adequately compensate us for the risks we assume.
Under U.S. GAAP, Platinum US, Platinum UK and Platinum Bermuda will not
be permitted to establish loss reserves until an event occurs which may give
rise to a loss. Once such an event occurs, reserves will be established based
upon estimates of the total losses incurred by the ceding insurers and an
estimate of the portion of such loss our three operating subsidiaries have
reinsured. As a result, only loss reserves applicable to losses incurred up to
the reporting date may be set aside, with no allowance for the provision of a
contingency reserve to account for expected future losses. Losses arising from
future events will be estimated and recognized at the time the loss is incurred
and could be substantial.
THE PROPERTY AND CASUALTY REINSURANCE BUSINESS IS HISTORICALLY
CYCLICAL, AND WE EXPECT TO EXPERIENCE PERIODS WITH EXCESS UNDERWRITING
CAPACITY AND UNFAVORABLE PRICING.
Historically, property and casualty reinsurers have experienced
significant fluctuations in operating results. Demand for reinsurance is
influenced significantly by underwriting results of primary insurers and
prevailing general economic and market conditions, all of which affect cedents'
decisions as to the amount or portion of risk that they retain for their own
accounts and consequently reinsurance premium rates. The supply of reinsurance
is related to prevailing prices, the levels of insured losses and levels of
industry surplus which, in turn, may fluctuate in response to changes in rates
of return on investments being earned in the reinsurance industry. As a result,
the property and casualty reinsurance business historically has been a cyclical
industry characterized by periods of intense price competition due to excessive
underwriting capacity as well as periods when shortages of capacity permitted
favorable premium levels. We can expect to experience the effects of such
cyclicality.
The cyclical trends in the industry and the industry's profitability
can also be affected significantly by volatile and unpredictable developments,
including what management believes to be a trend of courts to grant increasingly
larger awards for certain damages, natural disasters (such as catastrophic
hurricanes, windstorms, tornadoes, earthquakes and floods), fluctuations in
interest rates, changes in the investment environment that affect market prices
of and income and returns on investments and inflationary pressures that may
tend to affect the size of losses experienced by primary insurance companies.
Although market conditions have improved recently with respect to some lines of
property and casualty reinsurance, we cannot predict whether market conditions
will continue to improve, remain constant or deteriorate. A return to negative
market conditions may affect our ability to write reinsurance at rates that we
consider appropriate relative to the risk assumed. If we cannot write property
and casualty reinsurance at appropriate rates, our ability to transact
reinsurance business would be significantly and adversely affected.
28
A SIGNIFICANT AMOUNT OF OUR INVESTED ASSETS WILL BE SUBJECT TO MARKET
VOLATILITY.
Our investment portfolio will consist initially of fixed income
securities and, in the future, may include marketable equity securities. The
fair market value of these assets and the investment income from these assets
will fluctuate depending on general economic and market conditions. Fixed income
and equity markets have become increasingly volatile in the last year and
particularly since the events of September 11, 2001. Because substantially all
of our invested assets will be classified as available for sale, changes in the
market value of our securities will be reflected in our consolidated balance
sheet. In addition, market fluctuations and market volatility will affect the
value of our investment portfolio and could adversely affect our liquidity.
INCREASES IN INTEREST RATES OR FLUCTUATIONS IN CURRENCY EXCHANGE RATES
MAY CAUSE US TO EXPERIENCE LOSSES.
Because of the unpredictable nature of losses that may arise under
reinsurance policies, our liquidity needs can be expected to be substantial and
to arise at any time. The market value of our fixed income investments will be
subject to fluctuation depending on changes in various factors, including
prevailing interest rates. We expect to hedge our investment portfolio against
interest rate risk. Nevertheless, increases in interest rates during periods
when we sell fixed income securities to satisfy liquidity needs may result in
losses.
Our functional currency will be the U.S. dollar. Our operating currency
generally will also be the U.S. dollar. However, the premiums receivable and
losses payable in respect of a portion of our business will be denominated in
currencies of other countries, principally the industrialized countries.
Consequently, we may, from time to time, experience exchange gains and losses
that could affect our financial position and results of operations. We do not
expect to--and as a practical matter will not be able to--hedge our foreign
currency exposure with respect to potential losses until a loss payable in a
foreign currency occurs (after which we may match such liability with assets
denominated in the same currency or enter into forward purchase contracts for
specific currencies). This type of exposure could be substantial. We also do not
intend to hedge our non-U.S. dollar currency exposure with respect to premiums
receivable, which will be generally collected over the relevant contract term.
We expect to exchange non-U.S. dollar denominated premiums upon receipt. We may
make foreign currency denominated investments, generally for the purpose of
improving overall portfolio yield.
PLATINUM UK MAY NOT BE LICENSED IN THE UNITED KINGDOM AT THE TIME OF
COMPLETION OF THE PUBLIC OFFERING, AND ANY LICENSE, IF OBTAINED, MAY BE
SUBJECT TO LIMITATIONS ON PLATINUM UK'S OPERATIONS.
Platinum UK has applied to the Financial Services Authority ("FSA") to
write the business conducted by St. Xxxx Re in the United Kingdom. Platinum UK
may not be licensed by the FSA at the time of the completion of the Public
Offering. The issuance of the license is at the discretion of the FSA and we may
not be able to obtain such a license. St. Xxxx Re has agreed that it will
continue to write reinsurance in the United Kingdom, at the direction of
Platinum UK, in cases where we are unable to underwrite that business ourselves
because, despite using our reasonable best efforts, we have not obtained a
necessary or desirable regulator license or approval to do so or we have not yet
been approved as a reinsurer by the cedent, until the first anniversary of the
completion of the Public Offering, or until Platinum UK is licensed, whichever
is earlier. Platinum US will reinsure all such business, together with certain
other business written by St. Xxxx Re UK since January 1, 2002. If Platinum UK
does not obtain a license by the first anniversary of the completion of the
Public Offering, or if the license it obtains contains material limitations, or
if we determine to terminate or significantly reduce our operations in the U.K.,
our results of operations could be materially adversely affected, and we may not
be able to conduct our UK operations in the manner described in this prospectus.
29
WE DO NOT YET HAVE IN PLACE A LETTER OF CREDIT FACILITY, AND FAILURE TO
ARRANGE FOR SUCH A FACILITY COULD AFFECT OUR ABILITY TO COMPETE FOR
CERTAIN BUSINESS.
We do not yet have in place a letter of credit facility. Many U.S.
jurisdictions do not permit insurance companies to take credit for reinsurance
obtained from unlicensed or non-admitted insurers on their U.S. statutory
financial statements without appropriate security, which can include a letter of
credit. Platinum UK and Platinum Bermuda will not be licensed in any U.S.
jurisdiction, and Platinum US will not be licensed in certain U.S.
jurisdictions. If we fail to obtain a letter of credit and are unable to
otherwise provide the necessary security, insurance companies may be less
willing to purchase our reinsurance products than if we had a letter of credit.
If this is the ease, there may be a material adverse effect on our results of
operations. If and when we seek to obtain a letter of credit, we may not be able
to obtain one upon terms acceptable to us.
PLATINUM HOLDINGS IS A HOLDING COMPANY AND, CONSEQUENTLY, IT IS
DEPENDENT ON THE PAYMENT OF CASH DIVIDENDS OR THE EXTENSION OF LOANS BY
PLATINUM US, PLATINUM UK AND PLATINUM BERMUDA.
Platinum Holdings is a holding company that will conduct no reinsurance
operations of its own. All operations will be conducted by its wholly-owned
operating subsidiaries, Platinum US, Platinum UK and Platinum Bermuda. As a
holding company, Platinum Holdings' cash flow will consist primarily of
dividends, interest and other permissable payments from its subsidiaries.
Platinum Holdings will depend on such payments to receive funds for general
corporate purposes and to meet its obligations, including the payment of any
dividends to its shareholders. Additionally, under the Bermuda Companies Xxx
0000, Platinum Holdings may declare or pay a dividend only if, among other
things, it has reasonable grounds for believing that it is, or would after the
payment be, able to pay its liabilities as they become due. For a discussion of
the legal limitations on our subsidiaries' ability to pay dividends to Platinum
Holdings, see "Management's Discussion and Analysis of Pro Forma Financial
Condition and Underwriting Results--Liquidity and Capital Resources--
Restrictions on Dividend Payments from our Operating Subsidiaries" and
"Business--Regulation".
THE REGULATORY SYSTEM UNDER WHICH WE OPERATE, AND POTENTIAL CHANGES
THERETO, COULD SIGNIFICANTLY AND ADVERSELY AFFECT OUR BUSINESS.
Platinum Holdings. As the indirect parent of Platinum US, Platinum
Holdings will be subject to the insurance holding company laws of Maryland,
where Platinum US is organized and domiciled. This law generally requires the
insurance holding company and each insurance company directly or indirectly
owned by the holding company to register with the Maryland Insurance
Commissioner and to furnish annually financial and other information. Generally,
all transactions affecting the insurers in the holding company system must be
fair and, if material, require prior notice and approval or non-disapproval by
the Maryland Insurance Commissioner.
Platinum US. Platinum US is organized and domiciled in Maryland and
licensed, authorized or accredited to write reinsurance in 24 states of the
United States and is seeking licenses in eight additional states. State
insurance laws regulate many aspects of its reinsurance business and state
insurance departments in the licensure states will supervise its reinsurance
operations. Its principal insurance regulatory authority will be the Maryland
Insurance Commissioner. The purpose of the state insurance regulatory statutes
is to protect insureds and ceding insurance companies, not our shareholders.
Among other things, Maryland regulation requires Platinum US to maintain minimum
levels of capital, surplus and liquidity, and imposes restrictions on payment of
dividends and distributions. These statutes and regulations may, in effect,
restrict the ability of Platinum US to write
30
new business or, as indicated above, distribute funds to Platinum Holdings. In
recent years, the state insurance regulatory framework has come under increased
federal scrutiny, and some state legislators have considered or enacted laws
that may alter or increase state authority to regulate insurance companies and
insurance holding companies. Moreover, the National Association of Insurance
Commissioners (NAIC), which is an association of the senior insurance regulatory
officials of all 50 states and the District of Columbia, and state insurance
regulators regularly reexamine existing laws and regulations, interpretations of
existing laws and the development of new laws, which may be more restrictive or
may result in higher costs to us than current statutory requirements.
Platinum UK. As described above, upon completion of the Public
Offering, Platinum UK may not be authorized by the FSA to conduct insurance
business in the U.K. However, if and when Platinum UK becomes an authorized
person, its insurance business will be subject to close supervision by the FSA.
We expect the FSA will take a rigorous and proactive approach to its
supervisory duties. Among other things, the FSA is seeking to strengthen its
requirements for senior management arrangements, systems and controls by
requiring insurance companies to maintain risk management teams, to determine
and document policies for dealing with risks and to demonstrate how combinations
of risks have been aggregated and mitigated. In addition, as part of an
initiative to integrate regulation throughout the financial services sector, the
FSA intends to place an increased emphasis on risk identification and management
in relation to the prudential regulation of insurance businesses in the U.K.
Further, in July 2002 the FSA issued proposals aimed at ensuring
adequate diversification of an insurer's or reinsurer's exposures to reinsurers
(whether intra- or extra-group). The proposals are currently in draft form. If
adopted in their current form, the proposals would limit the extent to which
Platinum UK could reinsure business to Platinum Bermuda, and this could
adversely affect our earnings. Final rules and guidance based on these proposals
are expected to be implemented in 2004. However, substantial compliance with
CP143 in its draft form is likely to be an effective condition for receiving FSA
authorization. See "Business--Our Business--Regulation--U.K. Regulation--
Proposed Limits on Concentration of Reinsurance Exposures".
In addition, given that the framework for supervision of insurance
companies in the U.K. is largely formed by European Union ("EU") directives
(which are implemented by member states through national legislation), changes
at the EU level may affect the regulatory scheme under which Platinum UK
operates. A general review of EU insurance directives is currently in progress
and may lead to changes such as increased minimum capital requirements.
Platinum Bermuda. Platinum Bermuda is a registered Bermuda insurance
company and is subject to regulation and supervision in Bermuda. The applicable
Bermuda statutes and regulations generally are designed to protect insureds and
ceding insurance companies, not our shareholders. Platinum Bermuda is not
registered or licensed as an insurance company in any jurisdiction outside
Bermuda. Platinum Bermuda will conduct its business through its offices in
Bermuda and will not maintain an office, and its personnel will not conduct any
insurance activities in the U.S. or elsewhere. Although Platinum Bermuda does
not believe it will be in violation of insurance laws of any jurisdiction
outside Bermuda, inquiries or challenges to Platinum Bermuda's insurance
activities may still be raised in the future.
Platinum Bermuda may be at a competitive disadvantage in jurisdictions
where it is not licensed, authorized or accredited or does not enjoy an
exemption from licensing. Platinum Bermuda may not be able to obtain any
additional licenses, authorizations or accreditations or may be able to do so
only at great cost. Many U.S. jurisdictions do not permit insurance companies to
take credit for reinsurance obtained from unlicensed or non-admitted insurers on
their U.S. statutory
31
financial statements without appropriate security. We expect that Platinum
Bermuda's reinsurance clients will typically require it to post a letter of
credit or enter into other security arrangements, which will increase its costs
of operations relative to reinsurers not required to do so. If Platinum Bermuda
is unable to obtain a letter of credit facility on commercially acceptable terms
or is unable to arrange for other types of security, its ability to operate its
business may be severely limited.
The offshore insurance and reinsurance regulatory framework recently
has become subject to increased scrutiny in many jurisdictions, including in the
United States and in various states within the United States. In the past, there
have been congressional and other proposals in the United States regarding
increased supervision and regulation of the insurance industry, including
proposals to supervise and regulate reinsurers domiciled outside the United
States. If Platinum Bermuda were to become subject to any insurance laws and
regulations of the United States or any U.S. state, which are generally more
restrictive than those applicable to it in Bermuda, at any time in the future,
it might be required to post deposits or maintain minimum surplus levels and
might be prohibited from engaging in lines of business or from writing specified
types of policies or contracts. Complying with those laws could have a material
adverse effect on our ability to conduct business or our results of operations.
WE WILL BE DEPENDENT ON THE BUSINESS PROVIDED TO US BY REINSURANCE
BROKERS AND WE MAY BE EXPOSED TO LIABILITY FOR BROKERS' FAILURE TO MAKE
PAYMENTS TO CLIENTS FOR THEIR CLAIMS.
We intend to market most of our reinsurance products through
reinsurance brokers. The reinsurance brokerage industry generally, and our
sources of business specifically, are concentrated. On a pro forma basis, based
on net premiums written during the six months ended June 30, 2002, the five
brokers from which St Xxxx Re derived the largest portions of its business (with
the approximate percentage of our business derived from such brokers and their
affiliates) are Aon Corporation (25.5%), Xxxxx & XxXxxxxx Companies (20.9%),
Xxxxxxxx Xxxxxx Inc. (19.6%), Xxxxxx Group Holdings (9.4%) and Towers Xxxxxx
(3.0%). Loss of all or a substantial portion of the business provided by such
intermediaries could have a material adverse effect on us. In addition, at least
two of these brokers have announced their intention to form new Bermuda
reinsurance companies that may compete with us, and these brokers may favor
their own reinsurers over other companies, including us.
In accordance with industry practice, we expect to frequently pay
amounts owing in respect of claims under our policies to reinsurance brokers,
for payment over to the ceding insurers. In the event that a broker fails to
make such a payment, depending on the jurisdiction, we may remain liable to the
ceding insurer for the deficiency. Conversely, in certain jurisdictions, when
premiums for such policies are paid to reinsurance brokers for payment over to
us, such premiums will be deemed to have been paid and the ceding insurer will
no longer be liable to us for those amounts whether or not actually received by
us. Consequently, we will assume a degree of credit risk associated with our
brokers during the payment process.
BECAUSE WE ARE DEPENDENT ON CERTAIN CONTRACTUAL RELATIONSHIPS WITH ST.
XXXX, OUR PRINCIPAL SHAREHOLDER, WE MAY EXPERIENCE CONFLICTS OF
INTEREST WITH ST. XXXX THAT MAY BE DETRIMENTAL TO OUR BUSINESS.
Concurrently with the Public Offering, in return for the Cash
Contribution and the contribution of the Transferred Business, we have agreed to
issue 6,000,000 Common Shares to St. Xxxx and to grant to St. Xxxx the St. Xxxx
Option, as described in more detail under "St. Xxxx Investment and Principal
Shareholders". Following the Public Offering and the St. Xxxx Investment, St.
Xxxx will own 15.0% of our Common Shares (which shares will be limited to 9.9%
of the voting power of the outstanding Common Shares), and will be able, through
exercise in full of the St. Xxxx Option, to increase its ownership to
approximately 26.1% of our Common Shares, assuming no exercise of the
32
underwriters', St. Paul's or RenaissanceRe's options to purchase additional
Common Shares or of the RenaissanceRe Option. St Xxxx has agreed with us that,
prior to any exercise of the St. Xxxx Option, it will, if necessary, dispose of
a sufficient number of Common Shares so that, immediately after exercise of the
St. Xxxx Option, St. Xxxx will not be a "United States 25% Shareholder" as
defined under "Description of Our Common Shares--Restrictions on Transfer." St.
Paul's interest in owning Common Shares may be different from that of other
shareholders.
In connection with our formation, we have agreed with St. Xxxx and
certain of its affiliates to enter into, among other things, a Formation and
Separation Agreement, Master Services Agreements, Quota Share Retrocession
Agreements, Run-off Services Agreements and Underwriting Management Agreements.
These agreements, which we refer to as the "Inception Agreements", will become
effective upon the completion of the Public Offering (except the Quota Share
Retrocession Agreements which will take effect at 12:01 A.M., on the later of
the business day immediately following the date of completion of the Public
Offering or October 1, 2002) and will govern our relationship with St. Xxxx with
respect to various intercompany services, which we and St. Xxxx will provide one
another following the completion of the Public Offering. The terms of the
Inception Agreements have been negotiated between Platinum and St. Xxxx but do
not necessarily reflect terms that Platinum or St. Xxxx would agree to with an
independent third party. Notwithstanding these contractual relationships, St.
Xxxx (other than as restricted by the non-competition provisions of the
Formation and Separation Agreement and of the UK Business Transfer Agreement),
and its subsidiaries and affiliates, may from time to time compete with us,
including by assisting or investing in the formation of other entities engaged
in the insurance and reinsurance businesses. Conflicts of interest could also
arise with respect to business opportunities that could be advantageous to St
Xxxx and any of its subsidiaries or affiliates, on the one hand, and us, on the
other hand. Other than as specified in the Inception Agreements, St. Xxxx is
under no obligation to deal with us on any basis other than arm's length or to
treat us as a "preferred provider" or grant us any other preferential treatment.
St. Xxxx or its subsidiaries or affiliates have entered, and may enter, into
agreements and maintain relationships with numerous companies that may directly
compete with us.
RISKS RELATED TO OUR COMMON SHARES
THERE IS NO PRIOR PUBLIC MARKET FOR THE COMMON SHARES.
Prior to the Public Offering, there has been no public trading market
for the Common Shares. If an active trading market does not develop and
continue upon completion of the Public Offering, your investment may become less
liquid and the market price of the Common Shares may decline, even below the
initial public offering price. The initial public offering price per Common
Share in the Public Offering will be determined by agreement among the Company,
St. Xxxx and the representatives of the underwriters and may not be indicative
of the market price of the Common Shares after the Public Offering. The Common
Shares have been approved for listing on the New York Stock Exchange (the
"NYSE") under the symbol "PTP" subject to notice of issuance.
IT MAY BE DIFFICULT TO ENFORCE SERVICE OF PROCESS AND ENFORCEMENT OF
JUDGMENTS AGAINST US AND OUR OFFICERS AND DIRECTORS.
We are a Bermuda company and certain of our officers and directors will
be residents of various jurisdictions outside the U.S.A substantial portion of
our assets and our officers and directors, at any one time, are or may be
located in jurisdictions outside the U.S. Although we have irrevocably appointed
CT Corporation System as an agent in New York, New York to receive service of
process with respect to actions against us arising out of violations of the U.S.
federal securities laws in any federal or state court in the U.S. relating to
the transactions covered by this prospectus, it may be difficult for investors
to effect service of process within the U.S. on our directors and
33
officers who reside outside the U.S. or to enforce against us or our directors
and officers judgments of U.S. courts predicated upon civil liability provisions
of the U.S. federal securities laws.
FUTURE SALES OF COMMON SHARES MAY AFFECT THEIR MARKET PRICE.
Sales of substantial amounts of the Common Shares in the public market
following the Public Offering, the St. Xxxx Investment and the RenaissanceRe
Investment, or the perception that such sales could occur, could adversely
affect the market price of the Common Shares and may make it more difficult for
us to sell our equity securities in the future, or for shareholders to sell
their Common Shares, at a time and price which they deem appropriate. Upon
completion, of the Public Offering, the St. Xxxx Investment and the
RenaissanceRe Investment, there will be 40,000,000 Common Shares outstanding. In
the event the underwriters' option to purchase an additional 4,506,000 Common
Shares is exercised, St. Xxxx has the option to purchase (at a price per share
equal to the initial public offering price less the underwriting discount) in
the aggregate up to an additional 900,000 Common Shares in order to maintain the
proportionate initial share ownership in the Company it obtained prior to the
underwriters exercising their option to purchase additional Common Shares, and
RenaissanceRe has the option to purchase (at a price per share equal to the
initial public offering price less the underwriting discount) in the aggregate
up to an additional 594,000 Common Shares in order to maintain the proportionate
initial share ownership in the Company it obtained prior to the underwriters
exercising their option to purchase additional Common Shares. As a result, if
..the underwriters' option to purchase additional Common Shares is exercised in
full and these additional shares are purchased by St. Xxxx and RenaissanceRe,
there would be 46,000,000 Common Shares outstanding upon completion of the
Public Offering, the St. Xxxx Investment and the RenaissanceRe Investment.
Furthermore, upon the settlement of the purchase contracts forming part of the
equity security units on 2005, an additional number of Common Shares, to be
determined based upon a settlement rate, will be sold to the holders of the
equity security units. In that event, St. Xxxx and RenaissanceRe may exercise
their pre-emptive rights to purchase a corresponding number of Common Shares to
maintain their respective proportionate ownership interests in Platinum
Holdings.
The Common Shares sold in the Public Offering and issuable to the
holders of equity security units on ,2005 will be freely tradeable without
restriction, or future registration under the Securities Act of 1933, as amended
(the "1933 Act"), by persons other than "affiliates" of the Company. The Common
Shares issued in the St. Xxxx Investment and the RenaissanceRe Investment, the
Common Shares issuable pursuant to the St. Xxxx Option and the RenaissanceRe
Option, and the Common Shares St. Xxxx and RenaissanceRe may purchase pursuant
to their pre-emptive rights upon the settlement of the purchase contracts
forming part of the equity security units will be "restricted securities" within
the meaning of the 1933 Act and may not be sold in the absence of registration
under the 1933 Act or an exemption therefrom. St. Xxxx and RenaissanceRe have
been granted rights to require the Company to register Common Shares they own.
Pursuant to a lock-up agreement, each of the Company and St. Xxxx and the
Company's executive officers and directors and RenaissanceRe has agreed that for
a period of 180 days from the closing date of the Public Offering they will not,
without the prior written consent of Xxxxxxx, Xxxxx & Co., sell, offer to sell,
contract to sell or otherwise dispose of any Common Shares or any other
securities convertible into or exercisable or exchangeable for any Common Shares
or grant options to purchase any Common Shares subject to certain limited
exceptions. RenaissanceRe has agreed with us that for a period of one year from
the closing date of the Public Offering it will not sell, offer to sell contract
to sell or otherwise dispose of any Common Shares or any other securities
convertible into or exercisable or exchangeable for any Common Shares or grant
options to purchase any Common Shares, subject to certain limited exceptions.
For a description of the St. Xxxx Investment and the RenaissanceRe Investment,
see "St. Xxxx Investment, RenaissanceRe Investment and Principal Shareholders".
For a description of St. Paul's pre-emptive rights, see
34
"Certain Relationships and Related Transactions--The St. Xxxx Investment--
Formation and Separation Agreement--Pre-emptive Rights". For a description of
RenaissanceRe's pre-emptive rights, see "Certain Relationships and Related
Transactions--The RenaissanceRe Investment--Transfer Restrictions, Registration
Rights and Standstill Agreement--Pre-emptive Rights".
OUR ISSUANCE OF EQUITY SECURITY UNITS MAY HAVE AN ADVERSE EFFECT ON THE
MARKET FOR OUR COMMON SHARES.
Concurrently with the Public Offering, we are offering $125 million of
equity security units, plus up to an additional $18.75 million of equity
security units if the underwriters' option to purchase additional equity
security units is exercised in full. Any market that develops for our equity
security units is likely to influence and be influenced by the market for our
Common Shares. Investors in our equity security units may engage in transactions
in our Common Shares in ways that adversely affect the price of our Common
Shares, including the following:
- sales of our Common Shares by investors who prefer to invest in
us by investing in our equity security units; and
- hedging an investment in our equity security units by selling our
Common Shares.
PUBLIC INVESTORS WILL SUFFER IMMEDIATE DILUTION.
In the St. Xxxx Investment, we will issue to St. Xxxx, as the
consideration for the Cash Contribution and the Transferred Business, 6,000,000
Common Shares and the St. Xxxx Option. If the underwriters exercise their option
to purchase additional Common Shares in full, St. Xxxx has the option to
purchase up to 900,000 additional Common Shares at a price per share equal to
the initial public offering price less the underwriting discount. We will record
the assets contributed to us in the Transferred Business at their net book
value. In the RenaissanceRe Investment, we will issue 3,960,000 Common Shares to
RenaissanceRe at a price per share equal to the initial public offering price
less the underwriting discount. As additional, consideration, RenaissanceRe will
receive the RenaissanceRe Option. If the underwriters and St. Xxxx exercise in
full their options to purchase additional Common Shares in connection with the
Public Offering, RenaissanceRe will have the option to purchase, at a price per
share equal to the initial public offering price less the underwriting discount,
up to 594,000 additional Common Shares at a price per share equal to the initial
public offering price less the underwriting discount. As a result, the initial
public offering price per Common Share will be higher than our net tangible book
value per share. Accordingly, if you purchase Common Shares in the Public
Offering, you will suffer immediate dilution of your investment. Based upon the
issuance and sale of 30,040,000 Common Shares at an assumed initial public
offering price of $22.50 (the midpoint, of the range stated on the front cover
page) an assumed Cash Contribution in the amount of $117 million (the midpoint
of the $114 million to $119 million range for the Cash Contribution) and assumed
proceeds from the RenaissanceRe investment of $84 million (the midpoint of the
$83 million to $86 million range of those proceeds), you will incur immediate
dilution of approximately $1.43 in the net tangible book value per Common Share
(or $1.40 if the underwriters, St. Xxxx and RenaissanceRe exercise their options
to purchase additional Common Shares in connection with the Public Offering in
full).
THERE ARE LIMITATIONS ON THE OWNERSHIP, TRANSFERS AND VOTING RIGHTS OF
OUR COMMON SHARES.
Under our bye-laws, our directors are required to decline to register
any transfer of Common Shares that would result in a person (or any group of
which such person is a member), beneficially owning, directly or indirectly, 10%
or more of the voting shares, or in the case of St. Xxxx and its subsidiaries,
or RenaissanceRe and its subsidiaries, beneficially owning, directly or
indirectly, 25% or more of such shares. Similar restrictions apply to our
ability to issue or repurchase shares. These
35
restrictions on the transfer, issuance or repurchase of shares do not apply to
any issuance of shares to a person (other than St. Xxxx and its subsidiaries and
RenaissanceRe and its subsidiaries) pursuant to a contract to purchase Common
Shares from. Platinum Holdings included in the equity security units. The
directors also may, in their discretion, decline to register the transfer of any
shares if they have reason to believe (1) that, the transfer may lead to adverse
tax or regulatory consequences in any jurisdiction or (2) that the transfer
would violate the registration requirements of the U.S. federal securities laws
or of any other jurisdiction. These restrictions would apply to a transfer of
shares even if the transfer has been executed on the NYSE. A transferor of
Common Shares will be deemed to own those shares for dividend, voting and
reporting purposes until a transfer of those Common Shares has been registered
on our register of shareholders. We are authorized to request information from
any holder or prospective acquirer of Common Shares as necessary to give effect
to the transfer, issuance and repurchase restrictions referred to above, and may
decline to effect any transaction if complete and accurate information is not
received as requested.
In addition, our bye-laws generally provide that any person (or any
group of which such person is a member) beneficially owning, directly or
indirectly, shares carrying 10% or more of the total voting rights attached to
all of our outstanding voting shares, will have the voting rights attached to
its issued shares reduced so that it may not exercise 10% or more of such total
voting rights. Because of the attribution provisions of the U.S. Internal
Revenue Code of 1986, as amended (the "Code"), and the rules of the Securities
and Exchange Commission (the "SEC") regarding determination of beneficial
ownership, this requirement may have the effect of reducing the voting rights of
a shareholder whether or not such shareholder directly holds 10% or more of our
Common Shares. Further, the directors have the authority to require from any
shareholder certain information for the purpose of determining whether that
shareholder's voting rights are to be reduced. Failure to respond to such a
notice, or submitting incomplete or inaccurate information, gives the directors
(or their designee) discretion to disregard all votes attached to that
shareholder's Common Shares. See "Description of Our Common Shares".
The insurance law of Maryland prevents any person from acquiring
control of us or of Platinum US unless that person has filed a notification with
specified information with the Maryland Insurance Commissioner and has obtained
his prior approval. Under the Maryland statute, acquiring 10% or more of the
voting stock of an insurance company or its parent company is presumptively
considered a change of control, although such presumption may be rebutted.
Accordingly, any person who acquires, directly or indirectly, 10% or more of the
voting securities of Platinum Holdings without the prior approval of the
Maryland Insurance Commissioner will be in violation of this law and may be
subject to injunctive action requiring the disposition or seizure of those
securities by the Maryland Insurance Commissioner or prohibiting the voting of
those securities and to other actions determined by the Maryland Insurance
Commissioner. In addition, many U.S. state insurance laws require prior
notification of state insurance departments of a change in control of a
non-domiciliary insurance company doing business in that state. While these
pre-notification statutes do not authorize the state insurance departments to
disapprove the change in control, they authorize regulatory action in the
affected state if particular conditions exist such as undue market
concentration. Any future transactions that would constitute a change in control
of Platinum Holdings may require prior notification in those states that have
adopted preacquisition notification laws.
Common Shares may be offered or sold in Bermuda only in compliance with
the provisions of the Investment Business Act 1998 of Bermuda. In addition,
sales of Common Shares to persons resident in Bermuda for Bermuda exchange
control purposes may require the prior approval of the Bermuda Monetary
Authority. Consent under the Exchange Act of 1972 (and regulations thereunder)
has been obtained from the Bermuda Monetary Authority for the issue and transfer
of
36
the Common Shares being offered pursuant to this offering and between
non-residents of Bermuda for exchange control purposes, provided our Common
Shares remain listed on an appointed stock exchange, which includes the NYSE.
This prospectus will be filed with the Registrar of Companies in Bermuda in
accordance with Bermuda law. In giving such consent, and in accepting this
prospectus for filing, neither the Bermuda Monetary Authority nor the Registrar
of Companies accepts any responsibility for the financial soundness of any
proposal or for the correctness of any of the statements made or opinions
expressed herein.
The Financial Services and Markets Xxx 0000 ("FSMA") regulates the
acquisition of "control" of any U.K. insurance company authorized under FSMA.
Any company or individual that (together with its or his associates) directly or
indirectly acquires 10% or more of the shares in the parent company of a U.K.
authorized insurance company, or is entitled to exercise or control the exercise
of 10% or more of the voting power in such a parent company, would be considered
to have acquired "control" for the purposes of the relevant legislation, as
would a person who had significant influence over the management of such parent
company by virtue of his shareholding in it. A purchaser of more than 10% of the
Common Shares would therefore be considered to have acquired "control" of
Platinum UK.
Under FSMA, any person proposing to acquire "control" over a U.K.
authorized insurance company must give prior notification to the FSA of his
intention to do so. The FSA would then have three months to consider that
person's application to acquire "control". In considering whether to approve
such application, the FSA must be satisfied both that the acquirer is a fit and
proper person to have such "control" and that the interests of consumers would
not be threatened by such acquisition of "control". Failure to make the relevant
prior application would constitute a criminal offense.
The foregoing provisions of our bye-laws and legal restrictions will
have the effect of rendering more difficult or discouraging unsolicited takeover
bids from third parties or the removal of incumbent management.
YOUR INVESTMENT COULD BE MATERIALLY ADVERSELY AFFECTED IF WE ARE DEEMED
TO BE ENGAGED IN BUSINESS IN THE U.S.
Platinum Holdings arid Platinum Bermuda are Bermuda companies. Platinum
UK is a U.K. company, and Platinum Ireland is an Irish company. We believe that
Platinum Holdings, Platinum UK, Platinum Bermuda arid Platinum Ireland will each
operate in such a manner that none of these companies will be subject to U.S.
tax (other than U.S. excise tax on reinsurance premiums and withholding tax on
certain, investment income from U.S. sources) because they will not be engaged
in a trade or business in the U.S. Nevertheless, because definitive
identification of activities which constitute being engaged in a trade or
business in the U.S. is not provided by the Code or regulations or court
decisions, the U.S. Internal Revenue Service (the "IRS") might contend that any
of Platinum Holdings, Platinum UK, Platinum Bermuda or Platinum Ireland are/is
engaged in a trade or business in the U.S. If Platinum Holdings, Platinum UK,
Platinum Bermuda or Platinum Ireland were engaged in a trade or business in the
U.S., arid if Platinum UK, Platinum Bermuda or Platinum Ireland were to qualify
for benefits under the applicable income tax treaty with the United States, but
such trade or business were attributable to a "permanent establishment" in the
U.S. (or in the ease of Platinum Bermuda, with respect to investment income,
arguably even if such income were not attributable to a "permanent
establishment"), Platinum Holdings, Platinum UK, Platinum Bermuda, and/or
Platinum Ireland would be subject to U.S. tax at regular corporate rates on the
income that is effectively connected with the U.S. trade or business, plus an
additional 30% "branch profits" tax. on such income remaining after the regular
tax in certain circumstances, in which case our earnings and your investment,
could be materially adversely affected.
37
IF YOU ACQUIRE 10% OR MORE OF THE COMMON SHARES, CFC RULES MAY APPLY TO
YOU.
Under the Code, each "United States shareholder" of a foreign
corporation that is a "controlled foreign corporation" ("CFC") for an
uninterrupted period of 30 days or more during a taxable year, and who owns
shares in the CFC on the last clay of the CFC's taxable year must include in its
gross income for U.S. federal income tax purposes its pro rata share of the
CFC's "subpart income", even if the subpart F income is not distributed. For
these purposes, any U.S. person who owns, directly or indirectly through a
foreign entity or through the constructive ownership rules of the Code, 10% or
more of the total combined voting power of all classes of stock of a foreign
corporation will be considered to be a "United States shareholder". In general,
a foreign insurance company such as Platinum UK or Platinum Bermuda is treated
as a CFC only if such "United States shareholders" collectively own more than
25% of the total combined voting power or total value of our stock. St. Xxxx
will, for federal income tax purposes, actually or constructively, own
approximately % of the Common Shares upon completion of this offering, assuming
no exercise of the underwriters' option to purchase additional Common Shares,
although, pursuant to our bye-laws, the combined voting power of these shares is
limited to approximately 9,9% of the combined voting power of all Common Shares.
We expect that, because of the limitations on concentration of voting power of
our Common Shares, the dispersion of our share ownership among holders other
than St. Xxxx, the provisions for directed voting on matters requiring action by
the shareholders of Platinum Bermuda, Platinum Ireland and Platinum UK
(including the election of the members of their boards of directors) and the
restrictions on transfer, issuance or repurchase of the Common Shares, you will
not be subject to treatment as a "United States shareholder" of a CFC. In
addition, because under our bye-laws no single shareholder (including St. Xxxx)
is permitted to exercise, after taking into account Common Shares constructively
owned or held indirectly through a foreign entity, as much as 10% of the total
combined voting power of the Company, you should not be viewed as a "United
States shareholder" of a CFC for purposes of these rules. However, these rules
could apply to you. Accordingly, U.S. persons who might, directly, or indirectly
through a foreign entity or through the constructive ownership rules of the
Code, acquire or be deemed to acquire 10% or more of our Common Shares should
consider the possible application of the CFC rules.
UNDER CERTAIN CIRCUMSTANCES, YOU MAY BE REQUIRED TO PAY TAXES ON YOUR
PRO RATA SHARE OF PLATINUM BERMUDA'S AND PLATINUM UK'S RELATED PERSON
INSURANCE INCOME.
If Platinum UK's or Platinum Bermuda's related person insurance income
("RPII") were to equal or exceed 20% of Platinum UK's or Platinum Bermuda's
gross insurance income in any taxable year and direct or indirect insureds (and
persons related to such insureds) own (or are treated as owning directly or
indirectly) 20% or more of the voting power or value of the shares of Platinum
UK or Platinum Bermuda, a U.S. person who owns the Common Shares of Platinum
Holdings directly or indirectly on the last day of the taxable year would be
required to include in its income for U.S. federal income tax purposes the
shareholder's pro rata share of Platinum UK's or Platinum Bermuda's RPII for the
entire taxable year, determined as if such RPII were distributed proportionately
to such United States shareholders at that date regardless of whether such
income is distributed. In addition, U.S. tax-exempt organizations would be
required to treat RPII as unrelated business taxable income if Platinum UK's or
Platinum Bermuda's RPII equaled or exceeded 20% of Platinum UK's or Platinum
Bermuda's gross insurance income in any taxable year. The amount of RPII earned
by Platinum UK or Platinum Bermuda (generally, premium and related investment
income from the direct or indirect insurance or reinsurance of any direct or
indirect U.S. shareholder of Platinum UK or Platinum Bermuda or any person
related to such shareholder, including St Xxxx) will depend on a number of
factors, including the geographic distribution of Platinum UK or Platinum
Bermuda's business and the identity of persons directly or indirectly insured or
reinsured by Platinum UK or Platinum Bermuda. Some of the factors which
determine the extent of RPII in
38
any period may be beyond Platinum UK's or Platinum Bermuda's control.
Consequently, Platinum UK's or Platinum Bermuda's RPII could equal or exceed 20%
of its gross, insurance income in any taxable year and ownership of its shares
by direct or indirect insureds and related persons could equal or exceed the 20%
threshold described above.
The RPII rules provide that if a shareholder who is a U.S. person
disposes of shares in a foreign insurance corporation that has RPII (even if the
amount of RPII is less than 20% of the corporation's gross insurance income) and
in which U.S. persons own 25% or more of the shares, any gain from the
disposition will generally be treated as ordinary income to the extent of the
shareholder's share of the corporation's undistributed earnings and profits that
were accumulated during the period that the shareholder owned the shares
(whether or not such earnings and profits are attributable to RPII). In
addition, such a shareholder will be required to comply with certain reporting
requirements, regardless of the amount of shares owned by the shareholder. These
rules should not apply to dispositions of Common Shares because Platinum
Holdings will not itself be directly engaged in the insurance business and
because proposed U.S. Treasury regulations appear to apply only in the case of
shares of corporations that are directly engaged in the insurance business.
However, the IRS might interpret the proposed regulations in a different manner
and the applicable proposed regulations may be promulgated in final form in a
manner that would cause these rules to apply to dispositions of our Common
Shares.
CHANGES IN U.S. FEDERAL INCOME TAX LAW COULD MATERIALLY ADVERSELY
AFFECT SHAREHOLDERS' INVESTMENT.
Recently proposed U.S. legislation targeting so-called "inversion
transactions" would under certain circumstances treat a foreign corporation as a
U.S. corporation for U.S. federal income tax purposes and under other
circumstances would require obtaining IRS approval of the terms of related-party
transactions. In addition, interest deductions on debt borrowed from or
guaranteed by a related non-U.S. party would be more severely limited than under
existing so-called "earnings stripping" provisions.
The Company and its subsidiaries would appear generally not to be
subject to the proposed legislation directed at inversion transactions as
currently drafted. However, the proposed changes to the earnings stripping
provisions could impose significant restrictions on the amount of interest
deductible by the Company's U.S. subsidiaries on certain debt owed to or
guaranteed by related non-U.S. parties (including the surplus note to be issued
by Platinum US to Platinum Ireland and the senior notes to be issued by Platinum
Finance and guaranteed by the Company). We cannot predict whether the proposed
legislation (or any similar legislation) will be enacted or, if enacted, what
the specific provisions or the effective date of any such legislation would be,
or whether it would have any effect on the Company or its subsidiaries.
If the inversion legislation were enacted and made applicable to the
Company and its subsidiaries, we could be treated as a U.S. corporation. If we
were treated as a U.S. corporation, we would be subject to taxation in the U.S.
at regular corporate rates, in which case our earnings and shareholders'
investments would be materially adversely affected. In addition, the U.S. tax
consequences to our shareholders would be significantly different from those
described below in "Certain Tax Considerations--Taxation of Shareholders--United
States Taxation of U.S. and Non-U.S. Shareholders". If the inversion legislation
were to so apply, however, the earnings stripping provisions would, if also
enacted, be inapplicable to the extent the non-U.S. related-party lender or
guarantor was treated as a U.S. corporation under the inversion legislation.
Prospective investors should consult their tax advisors regarding the U.S. tax
consequences to them, in their particular circumstances, if we were treated as a
U.S. corporation.
39
In addition, a xxxx has been introduced in the House of Representatives
that would effectively deny--by deferring for an extended period--a U.S.-based
insurer or reinsurer that reinsures or retrocedes a portion of its risk with or
to a related foreign-based reinsurer or retrocedent in a low tax rate
jurisdiction (such as Bermuda) a deduction for the portion of the insurance or
reinsurance premium ceded to the related foreign-based party, thereby
effectively subjecting all of the premium income to U.S. tax. Moreover, a senior
official of the U.S. Treasury Department has also identified related party
reinsurance arrangements as an area that requires study because it may result in
an inappropriate shift of income from a U.S. corporate group to its foreign
affiliates, implying that, were that to be the conclusion of such a study,
legislation, possibly in the form of legislation imposing a premium-based tax,
might be needed. Enactment of legislation of either type could materially
adversely affect our earnings and shareholders' investments.
WE MAY BECOME SUBJECT TO TAXES IN BERMUDA AFTER 2016.
We have received a standard assurance from the Bermuda Minister of
Finance, under Bermuda's Exempted Undertakings Tax Protection Xxx 0000, that if
any legislation is enacted in Bermuda that would impose tax computed on profits
or income, or computed on any capital asset, gain or appreciation, or any tax in
the nature of estate duty or inheritance tax, then the imposition of any such
tax will not be applicable to us or to any of our operations or our shares,
debentures or other obligations until March 28, 2016. Consequently, if our
Bermuda tax exemption is not extended past March 28, 2016, we may be subject to
any Bermuda tax after that date. For more information on Bermuda taxation of
Platinum Holdings and Platinum Bermuda, see "Certain Tax Considerations".
BERMUDA COULD BE SUBJECT TO SANCTIONS BY A NUMBER OF MULTINATIONAL
ORGANIZATIONS WHICH COULD ADVERSELY AFFECT BERMUDA COMPANIES.
A number of multinational organizations, including the EU, the
Organization for Economic Cooperation and Development ("OECD"), including its
Financial Action Task Force, and the Financial Stability Forum have all recently
identified certain countries as blocking information exchange, engaging in
harmful tax competition or not. maintaining adequate controls to prevent
corruption, such as money laundering activities. Recommendations to limit such
harmful practices are under consideration by these organizations, and a recent
report, published on November 27, 2001 by the OECD contains an extensive
discussion of specific recommendations. The OECD has threatened non-member
jurisdictions that do not agree to cooperate with the OECD with punitive
sanctions by OECD member countries. It is unclear what these sanctions will be
and if they will be imposed. Bermuda has committed to a course of action to
enable compliance with the requirements of these multinational organizations.
However, the action taken by Bermuda may not be sufficient, to preclude all.
effects of the measures or sanctions described above, which if ultimately
adopted could adversely affect Bermuda companies such as Platinum Holdings and
Platinum Bermuda.
Some of the statements contained in this prospectus, including those
using words such as "believes", "expects", "intends", "estimates", "projects",
"predicts", "assumes", "anticipates", "plans" and "seeks", and variations
thereof are forward-looking statements. Forward-looking statements are
statements other than of historical fact. Since Platinum has no history of
operations, most of the statements relating to Platinum and its business,
including statements relating to its competitive strengths and business
strategies, are forward-looking statements. These forward-looking statements are
subject to risks and uncertainties and are not a guarantee of future
performance. In light of these risks and uncertainties, actual results may
differ materially from those suggested by the forward- looking statements for
various reasons, including those discussed in this section. We may
40
not be able to conduct our business successfully, execute our strategies
effectively or achieve our financial and other objectives.
As with any common stock investment, the price of our Common Shares may
fluctuate widely depending on many factors, including:
- the perceived prospects of our business in particular and the
insurance, asset management, securities and financial services
industries generally;
- differences between our actual financial and operating results
and those expected by investors and analysts;
- changes in analysts' recommendations or projections;
- changes in general economic, market and political conditions; and
- broad market and interest rate fluctuations.
DILUTION
Net tangible book value per Common Share represents the amount of
tangible assets less total liabilities, divided by the number of Common Shares
outstanding. Dilution in net tangible book value per Common Share represents the
difference between the amount per Common Share paid by purchasers of our Common
Shares in the Public Offering and the net tangible book value per Common Share,
immediately after the Public Offering. Because St. Xxxx will make the Cash
Contribution and contribute the Transferred Business, having a net tangible book
value of approximately $11 million as of June 30, 2002. in return for its Common
Shares and the St. Xxxx Option, because we will record the assets so contributed
at their net book value, and because RenaissanceRe will pay a purchase price per
share equal to the initial public offering price less the underwriting discount
in the RenaissanceRe Investment, the initial public offering price per Common
Share will be higher than our net tangible book value per share. Accordingly, if
you purchase Common Shares in the Public Offering, you will suffer immediate
dilution of your investment. After giving effect to (1) St. Paul's Cash
Contribution, ranging from $14 million to $119 million, and its contribution
of the Transferred Business in return for 6,000,000 Common Shares and the St.
Xxxx Option, (2) our sale of 30,040,000 Common Shares in the Public Offering at
an assumed initial, public offering price of $22.00, $22.50 and $23.00,
respectively, per Common Share, (3) proceeds from the RenaissanceRe Investment
ranging from $83 million to $86 million and (4) our sale of $125 million in
equity security units in the ESU Offering, after deduction of underwriting
discounts and commissions and estimated formation, organization and offering
expenses payable by us, resulting in net proceeds to us of approximately $942 to
$980 million, the range of our pro forma net tangible book value as of June 30,
2002 would have been approximately $824 to $862 million, or $20.59 to $21.54 per
Common Share. This represents an immediate dilution in. pro forma net tangible
book value of approximately $1.41 to $1.46 per Common Share to purchasers in
this offering.
IPO PRICE IPO PRICE IPO PRICE
OF $22.00 OF $22.50 OF $23.00
PER SHARE PER SHARE PER SHARE
--------- --------- ---------
St. Xxxx Xxxx Contribution (in millions) $ 114 $ 117 $ 119
RenaissanceRe Investment (in millions) $ 83 $ 84 $ 86
Assumed initial public offering price Per Common Share 22.00 22.50 23.00
Net tangible book value per Common Share after the offering 20.59 21.07 21.54
------ ------ ------
Net tangible book value dilution per common share to investors $ 1.41 $ 1.43 $ 1.46
====== ====== ======
41
As we are newly formed, our net tangible book value before the Public
Offering, the ESU Offering, the St. Xxxx Investment and the RenaissanceRe
Investment was $ 120,000 as of June 30, 2002.
The following table sets forth as of June 30, 2002, the total
consideration paid and the average price per Common Share paid by St. Xxxx, by
RenaissanceRe and by investors, before deducting underwriting discounts and
commissions and estimated formation, organization and offering expenses of $1.06
per Common Share payable by us related to shares purchased by investors,
assuming an initial public offering price of $22.50 (the midpoint of the range
stated on the front, cover page).
COMMON SHARES AVERAGE
PURCHASED PRO FORMA TOTAL CONSIDERATION PRICE PER
---------------------- ----------------------------- COMMON
NUMBER PERCENT AMOUNT PERCENT SHARE
---------- ------- ------------- ------- ---------
St. Xxxx 6,000,000 15.0% $ 127,912,500 14.4% $ 21.32
RenaissanceRe 3,960,000 9.9 84,422,250 9.5 21.32
Investors 30,040,000 75.1 675,900,000 76.1 22.50
---------- ----- ------------- ----- ---------
Total 40,000,000 100.0% $ 888,234,750 100.0% $ 22.21
========== ===== ============= ===== =========
The above table does not include Common Shares issuable upon (1)
exercise of the underwriters' option to purchase additional Common Shares in the
Public Offering and the concurrent optional purchase by St Xxxx or RenaissanceRe
of additional Common Shares to maintain their respective proportionate share
ownership immediately following the Public Offering, (2) exercise of the St.
Xxxx Option, (3) exercise of the RenaissanceRe Option, (4) exercise of options
to be issued to our management and other employees pursuant to our employee
compensation plans or (5) settlement of the purchase contracts contained in the
equity security units. Including the underwriters' option to purchase additional
shares (and the exercise in full by St. Xxxx and RenaissanceRe of their options
to purchase additional shares to maintain their respective ownership levels),
St, Paul's contribution would be for an average price of from $20,85 to $21.79
per share, and RenaissanceRe's contribution would be for an average price of
from $20.85 to $21.79 per share.
USE OF PROCEEDS
Assuming the Common. Shares are offered at an initial public offering
price of $22.50 per Common Share (the midpoint of the range stated on the front
cover page), the net proceeds from the Public Offering are estimated to be
between approximately $640 (assuming no exercise of the underwriters' options to
purchase additional Common Shares) and $736 (assuming full exercise of the
underwriters' option to purchase additional Common Shares). Assuming the Common
Shares are offered at an initial public offering price of $22.50 per Common
Share, the Cash Contribution will result in additional proceeds of $117 million,
and the RenaissanceRe Investment will result in additional proceeds of $84
million. If St Xxxx and RenaissanceRe each, exercise in full their options to
purchase additional Common Shares in connection with the Public Offering, there
would be $32 million of additional proceeds. We also expect, to receive
estimated net proceeds of approximately $120 million from the ESU Offering (or
$138 million if the underwriters exercise in full their option to purchase
additional units). All but approximately $20 million of the net proceeds from
the ESU Offering (or approximately $23 million of the underwriters exercise in
full their option to purchase additional equity security units) will be
contributed to Platinum US. The remaining net proceeds from the ESU Offering
will be retained by Platinum Finance. A portion of the net proceeds of me Public
Offering, the RenaissanceRe Investment and the Cash Contribution, currently
estimated at approximately $10 million, will be retained by Platinum Holdings
and the balance will be contributed to the capital of Platinum US (in an amount
not less than $250 million), Platinum UK (in an amount not less than $150
million, upon its being licensed in the United Kindgom), Platinum
42
Ireland (in an amount not less than $100 million, substantially all of which
will be used to purchase a surplus note issued by Platinum US) and Platinum
Bermuda (in an amount not less than $375 million).
DIVIDEND POLICY
The Company intends to declare and pay quarterly cash, dividends of
$ per Common Share beginning with the first quarter of 2003. The declaration,
and payment, of dividends will be at the discretion of the Board of Directors of
the Company but will be prohibited if certain contract adjustment, payments in
respect of the equity security units are deferred, and will depend upon our
results of operations arid cash flows, the financial position and capital
requirements of Platinum US, Platinum UK and Platinum Bermuda, general business
conditions, legal, tax and regulatory restrictions on the payment of dividends
and other factors the Board of Directors of the Company deems relevant. While
the Company is not itself subject to any significant legal prohibitions on the
payment of dividends, Platinum US will be subject to regulatory constraints
imposed by Maryland insurance law, Platinum UK will be subject to regulatory
constraints imposed by U.K. insurance law, Platinum Ireland will be subject to
constraints imposed by Irish law, and Platinurn Bermuda will be subject to
regulatory constraints imposed by Bermuda insurance law, which affect their
ability to pay dividends to the Company. See "Business--Regulation".
Accordingly, there is no requirement or assurance that dividends will be
declared or paid in the future. In addition, we do not expect that our rate of
dividend increase, if any, will be more than 10% per year, and we have agreed to
adjust the exercise price in the St. Xxxx Option and the RenaissanceRe Option to
the extent dividend increases exceed such rate. See "Certain Relationships and
Related Transactions--The St. Xxxx Investment--St. Xxxx Option Agreement" and
"--The RenaissanceRe Investment--The RenaissanceRe Option Agreement".
43
CAPITALIZATION
The following table sets forth the capitalization of the Company as of
June 30, 2002 and as adjusted to give effect to the Public Offering and the
RenaissanceRe Investment based on an assumed initial public offering price in
the Public Offering of $22.50 per Common Share (the midpoint of the range stated
on the front cover page) and a Cash Contribution of $117 million (the midpoint
of the $114 million to $119 million range for the Cash Contribution), as well as
the ESU Offering. This table assumes no exercise by the underwriters, St. Xxxx
or RenaissanceRe of their options to purchase up to, in aggregate, 6,000,000
additional Common Shares in connection with the Public Offering or to purchase
up to $18.75 million of additional equity security units in the ESU Offering.
ADJUSTMENT FOR
PUBLIC OFFERING,
ADJUSTMENT FOR CASH
PUBLIC OFFERING, CONTRIBUTION,
CASH CONTRIBUTION RENAISSANCERE
AND RENAISSANCERE ADJUSTMENT FOR INVESTMENT AND
ACTUAL INVESTMENT ESU OFFERING ESU OFFERING
--------- ----------------- -------------- ----------------
Debt obligations $ -- $ -- 125,000,000 125,000,000
Shareholders' equity
preferred share, par value
$0.01 per share
(25,000,000 share
authorized, as adjusted;
none outstanding) -- -- -- --
Common Shares, par value
$0.01 per share
(135,000,000 shares
authorized; 200,000,000
shares authorized, as
adjusted; 1,200,000 shares
outstanding;
40,000,000'shares
outstanding, as adjusted) 12,000 388,000 -- 400,000
Additional paid-in capital 108,000 852,242,000 (8,000,000)(1) 844,350,000
Retained earning -- (2,138,000)(2) -- (2,138,000)
--------- ----------------- -------------- -------------
Total shareholders' equity 120,000 850,292,000 (8,000,000) 842,612,000
--------- ----------------- -------------- -------------
Total capitalization $ 120,000 $ 850,492,000 117,000,000 967,612,000
========= ================= ============== =============
------------
(1) Reflects an adjustment representing the present value of the contract
adjustment payments payable in connection with the purchase contracts
contained in the equity security units.
(2) Reflects certain formation and organization expenses as discussed in
Notes 2 and 12 to our consolidated balance sheet. on pages F-5 and F-12
of this prospectus.
44
PRO FORMA FINANCIAL INFORMATION
We caution that the Platinum pro forma consolidated balance sheet and
pro forma combined underwriting results presented herein are not indicative of
the actual results that we expect to achieve once we commence operations. Many
factors may cause our actual results to differ materially from the pro forma
consolidated balance sheet and underwriting results including, but not limited
to, the following:
- Platinum's pro forma combined statement of underwriting
results includes premium and loss development on business
entered into prior to January 1, 2002. Under the Quota Share
Retrocession Agreements, we are assuming no premium or loss
development on business entered into prior to January 1, 2002.
Therefore, our reported premiums written and earned and
reported losses and loss adjustment expenses in our initial
years of operation could be substantially lower than as
presented in Platinum's pro forma combined statement of
underwriting results. As such, our reported results in our
initial years of operation will not be subject to prior year
development for periods prior to January 1, 2002.
- Following the Public Offering, we will report underwriting
results under the Quota Share Retrocession Agreements for the
period prior to the later of the business day immediately
after the date of completion of the Public Offering or October
1, 2002 based on the application of retroactive reinsurance
accounting, resulting in the premiums earned and losses
incurred by St. Xxxx during such period being excluded from
our statement of underwriting results. Due to this exclusion,
following the Public Offering, our reported 2002 premiums
written and earned and our net underwriting results in 2002
could be substantially different than as presented in
Platinum's pro forma combined statement of underwriting
results.
- Platinum's pro forma consolidated balance sheet reflects the
inception of the Quota Share Retrocession Agreements assuming
transferred balances as of June 30, 2002. Platinum's actual
consolidated balance sheet will report transferred amounts
determined as of 12:01 a.m., on the later of the business day
immediately after the date of completion of the Public
Offering or October 1, 2002. Accordingly, underwriting gain or
loss with respect to the Assumed Reinsurance Contracts for the
period from January 1, 2002 through such date will be retained
by St. Xxxx.
- Although we expect to continue to be afforded the benefits of
most of St. Xxxx Re's retrocessional reinsurance program
through their expiration during 2002, we may enter into
retrocessional reinsurance contracts with significantly
different terms and conditions from those that have been made
available to us from St. Xxxx Re and which form the basis of
our initial operations.
- The additional and reinstatement premiums recorded in 2001 by
St. Xxxx Re's Finite Risk operating segment were primarily
caused by losses relating to the September 11, 2001 terrorist
attack. These additional and reinstatement premiums were
unusually high and not necessarily indicative of the recurring
premium volume we expect to write in that business segment.
- Platinum's pro forma financial statements continue to reflect
the discounting of the liability for certain Assumed
Reinsurance Contracts based on our current intention to make
arrangements to permit such discounting. If we do not put such
arrangements in place, reinsurance contracts of a similar type
entered into in the future would be reported on an
undiscounted basis.
45
PRO FORMA CONSOLIDATED BALANCE SHEET
We have prepared our unaudited pro forma consolidated balance sheet as
of June 30, 2002 to reflect our initial capitalization in the amount of $120,000
and adjusted to reflect, among other things,
- amounts reflecting (a) the receipt of approximately $725
million, representing the estimated net proceeds from the
Public Offering and the RenaissanceRe Investment based on an
assumed initial public offering price of $22.50 per Common
Share (the midpoint of the range stated on the front cover
page), without giving effect to any exercise of the
underwriters', St. Paul's or RenaissanceRe's options to
purchase additional Common Shares, (b) the redemption of the
Common Shares that were issued at inception and capital
contributed prior to the Public Offering, (c) the payment of
certain formation and organization expenses, as discussed in
Notes 2 and 12 to our consolidated balance sheet, on pages F-5
and F-12 of this prospectus, which totals $5.1 million, of
which $2.1 million has been expensed as of June 30, 2002, and
(d) our entering into the Services and Capacity Reservation
Agreement as of June 30, 2002, Additional formation and
organization expenses will be incurred, prior to closing. It
is further assumed that the net proceeds from the Public
Offering will be invested in long-term, taxable fixed income
securities;
- amounts representing the receipt of St. Paul's Cash
Contribution of $117 million (the midpoint of the $114
million to $119 million range for the Cash Contribution) and
the contribution of the Transferred
Business at historical cost in exchange for the issuance of
Common Shares and the St. Xxxx Option. Amounts related to net
tangible assets contributed to Platinum by St. Xxxx are
recorded at St. Paul's book value as of June 30, 2002. Assets
include the net assets of Platinum US (which reflect a
dividend of $15 million to be made to United States Fidelity
and Guaranty Company, the parent of Platinum US, immediately
prior to St. Paul's contribution of Platinum US) as well as
certain fixed assets and other intangible assets such as
broker and customer lists and contract renewal rights and
licenses;
- amounts reflecting the receipt of approximately $1.20 million,
representing the estimated net proceeds from the ESU Offering
and recognition of the present value of future contract
adjustment payments payable on the purchase contracts
contained within the equity security units, without giving
effect to any exercise of the underwriters' option to purchase
additional equity security units. It is farther assumed that
the net proceeds from the ESU Offering will be invested in
long-term, taxable fixed income securities; and
- amounts reflecting Platinum entering into the Quota Share
Retrocession Agreements with St. Xxxx Re reinsuring the
Assumed Reinsurance Contracts as of June 30, 2002.
JUNE 30, 2002
ADJUSTMENTS
---------------------------------------------- PRO FORMA
HISTORICAL (1) (2) (3) (4) PLATINUM
---------- --------- --------- ---------- --------- ----------
($ IN THOUSANDS)
ASSETS
Investments $ -- $ 724,837 $ 116,576 $ 120,000 $ -- $ 961,413
Cash 130 (5,230) 4,538 -- 232,146 231,584
Deferred acquisition costs -- -- -- -- 21,794 21,794
Other assets -- 6,962 6,799 5,000 -- 18,761
---------- --------- --------- ---------- --------- ----------
TOTAL ASSETS $ 130 $ 726,569 $ 127,913 $ 125,000 $ 253,940 $1,233,552
========== ========= ========= ========== ========= ==========
LIABILITIES
Unpaid losses and loss adjustment expense reserves $ -- $ -- $ -- $ -- $ 102,217 $ 102,217
Unearned premium reserves -- -- -- -- 151,723 151,723
Debt obligation -- -- -- 125,000 -- 125,000
Other liabilities 10 3,990 -- 8,000 -- 12,000
---------- --------- --------- ---------- --------- ----------
TOTAL LIABILITIES $ 10 $ 3,990 $ -- $ 133,000 $ 253,940 $ 390,940
---------- --------- --------- ---------- --------- ----------
SHAREHOLDERS' EQUITY
Common shares $ 12 $ 328 $ 60 $ -- $ -- $ 400
Additional paid-in capital 108 724,389 127,853 (8,000) -- 844,350
Retained earnings -- (2,138) -- -- -- (2,138)
---------- --------- --------- ---------- --------- ----------
TOTAL SHAREHOLDERS' EQUITY $ 120 $ 722,579 $ 127,913 $ (8,000) $ -- $ 842,612
---------- --------- --------- ---------- --------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 130 $ 726,569 $ 127,913 $ 125,000 $ 253,940 $1,233,552
========== ========= ========= ========== ========= ==========
46
NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET
The following describe amounts included in the "Adjustments" columns above:
1. Amounts reflecting (a) the receipt of approximately $725 million,
representing the estimated net proceeds from the Public Offering and
the RenaissanceRe Investment, based on an assumed initial public
offering price of $22.50 per Common Share (the midpoint of the range
stated on the front cover page), without giving effect to any exercise
of the underwriters', St. Paul's or RenaissanceRe's options to purchase
additional Common Shares, (b) the redemption of the Common Shares that
were issued at inception and capital contributed prior to the Public
Offering, (c) the payment of certain formation and organization
expenses, as discussed in Notes 2 and 12 to our consolidated balance
sheet, on pages F-5 and F-12 of this prospectus, which totals $5.1
million, of which $2.1 million has been expensed as of June 30, 2002,
and (d) our entering into, arid accruing for, the Services and Capacity
Reservation Agreement as of June 30, 2002. Additional formation and
organization expenses will be incurred prior to closing. It is further
assumed that the net proceeds from fee Public Offering will be invested
in long-term, taxable fixed income securities.
2. Amounts representing the receipt of St. Paul's Cash Contribution of
$117 million (the midpoint of the $114 million, to $119 million range
for the Cash Contribution) and the contribution of the Transferred
Business at historical cost in exchange for the issuance of Common
Shares and the St. Xxxx Option. Amounts related to net tangible assets
contributed to Platinum by St. Xxxx are recorded at St. Paul's book
value as of June 30, 2002. Assets include the net assets of Platinum US
(which reflect a dividend of $15 million to be made to United States
Fidelity and Guaranty Company, the parent of Platinum US, immediately
prior to St. Paul's contribution of Platinum US) as well as certain
fixed assets and other intangible assets such as broker and customer
lists and contract renewal rights and licenses.
3. Amounts reflecting the receipt of approximately $120 million,
representing the estimated net proceeds from the ESU Offering and
recognition of the present value of future contract adjustment payments
payable on the purchase contracts contained within the equity security
units, without giving effect to any exercise of the underwriters'
option to purchase additional equity security units. It is further
assumed that the net proceeds from the ESU Offering will be invested in
long-term, taxable fixed income securities.
4. Amounts reflecting Platinum entering into the Quota Share Retrocession
Agreements with St. Xxxx Re reinsuring the Assumed Reinsurance
Contracts as of June 30, 2002.
PRO FORMA COMBINED STATEMENTS OF UNDERWRITING RESULTS FOR THE SIX MONTHS ENDED
JUNE 30, 2002 AND 2001, AND THE YEAR ENDED DECEMBER 31, 2001
We have prepared our unaudited pro forma combined statements of
underwriting results to represent our reinsurance business, as if we had
commenced our operations and the Public Offering, the ESU Offering, the St. Xxxx
investment and the RenaissanceRe Investment had been completed as of January 1,
2001. Our presentation of our pro forma underwriting results assumes that all of
the Inception Agreements were entered into as of January 1, 2001. We have based
our presentation on St. Xxxx Re's actual underwriting results for the periods
presented. We have then adjusted these historical results to remove any of St.
Xxxx Re's reinsurance businesses that, will not be part of Platinum following
the completion of this Public Offering, including
- amounts related to St. Xxxx Re's reinsurance business
representing lines of business that will not be transferred to
Platinum, including aviation and bond and credit reinsurance,
certain financial risk and capital markets reinsurance
products, and certain North American business previously
underwritten in London. Platinum will not obtain the renewal
rights to these lines
47
of business and will not assume liabilities related to these
lines of business, and Platinum's management does not intend
to write these lines of business in the future, and
- amounts related to St. Xxxx Re's allocations from the St. Xxxx
corporate aggregate excess-of-loss reinsurance program that
will not be available to Platinum.
Except as noted above, the pro forma combined underwriting results assume that
all other retrocessional reinsurance with respect to the Assumed Reinsurance
Contracts entered into in 2002 will remain available to Platinum.
Also, as noted above, we have based our pro forma underwriting results
on the assumption that all of the Inception Agreements were entered into on
January 1, 2001, including the Services and Capacity Reservation Agreement.
Our future results will depend in part on the amount of our investment
income, which cannot be predicted and which will fluctuate depending upon the
types of investments we select, our underwriting results and market factors.
Actual tax expense in future periods will be based on underwriting results plus
investment income and other income and expense items not reflected in the pro
forma combined statements of underwriting results. Our effective tax rate will
reflect the proportion of income recognized by our operating subsidiaries, with
Platinum US taxed at the U.S. corporate income tax rate (35%), Platinum UK taxed
at the U.K. corporate tax rate (generally 30%), Platinum Ireland taxed at a 25%
corporate tax rate on non-trading income and a 16% corporate tax rate on trading
income (the latter rate to be reduced to 12.5% as of January 1, 2003), and
Platinum Bermuda taxed at a zero corporate tax rate. In 2002, we expect to have
a greater portion of our income; subject to U.S. taxation and U.K. taxation than
we expect to have in the future because our Bermuda operations are entirely new
but can be expected to grow as a proportion of our business. As a result of
changes in our geographic distribution of taxable income as well as changes in
the amount of our non-taxable income and expense, the relationship between our
reported income before tax and our income tax expense may change significantly
from one period to the next.
ADJUSTMENTS
----------------
SIX MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2002 JUNE 30, 2001
----------------------------------------------- ---------------------------------------------
ADJUSTMENTS
HISTORICAL --------------------- PRO FORMA HISTORICAL PRO FORMA
ST. XXXX RE (1) (2) (3) PLATINUM ST. XXXX RE (1) (2) (3) PLATINUM
----------- ------ ----- ---- --------- ----------- ------ ---- ---- ---------
NET PREMIUM EARNED
Net premium written $ 663 $ (61) -- -- $ 602 $ 701 $ (127) 2 -- $ 576
change in increased premium
Net 19 (48) -- -- (29) (101) $ 14 (1) -- (88)
----------- ------ ----- ---- --------- ----------- ------ ---- ---- ---------
Net premium earned 682 (109) -- -- 573 600 $ (113) 1 -- 488
LOSSES AND UNDERWRITING
EXPENSES
Losses and loss adjustment
Expenses 460 (110) -- -- 350 426 $ (82) -- -- 344
policy acquisition expenses 178 (34) -- -- 144 188 $ (39) -- -- 149
Other underwriting expenses 35 (5) -- 4 34 42 $ (9) -- 4 37
----------- ------ ----- ---- --------- ----------- ------ ---- ---- ---------
Total underwriting losses and
expenses $ 673 $ (149) -- 4 $ 528 $ 656 $ (130) -- 4 $ 530
----------- ------ ----- ---- --------- ----------- ------ ---- ---- ---------
UNDERWRITING GAIN (LOSS) $ 9 $ 40 $ -- (4) $ 45 $ (56) $ 17 1 (4) $ (42)
=========== ====== ===== ==== ========= =========== ====== ==== ==== =========
48
YEAR ENDED DECEMBER 31, 2001
ADJUSTMENTS
HISTORICAL --------------------------- PRO FORMA
ST. XXXX RE (1) (2) (3) PLATINUM
----------- ------- ------- ------- ---------
($ IN MILLION)
NET PREMIUMS EARNED
Net premiums written $ 1,677 $ (228) $ (67) $ -- $ 1,382
Change in unearned premiums, net (84) 4 -- -- (80)
-------- ------- ------- ------- -------
Net Premiums earned 1,593 (224) (67) -- 1,302
LOSSES AND UNDERWRITING EXPENSES
Losses and loss adjustment expenses 1,922 (356) (126) -- 1,440
Policy acquisition expenses 315 (78) -- -- 237
Other underwriting expenses 82 (19) -- 6 69
-------- ------- ------- ------- -------
Total losses and underwriting expenses 2,319 (453) (126) 6 1,746
-------- ------- ------- ------- -------
UNDERWRITING GAIN (LOSS) $ (726) $ 229 $ 59 $ (6) $ (444)
======== ======= ======= ======= =======
NOTES TO PRO FORMA COMBINED STATEMENTS OF UNDERWRITING RESULTS
The following describe amounts deducted in the "Adjustments" columns above:
1. Amounts related to St. Xxxx Re's reinsurance business representing
lines of business that will not be transferred to Platinum, including
aviation and bond and credit reinsurance, certain financial risk and
capital markets reinsurance products, and certain North American
business previously underwritten in London. Platinum will not obtain
the renewal rights to these lines of business and will not assume
liabilities related to these lines of business, and Platinum's
management does not intend to write these lines of business in the
future, and
2. Amounts related to St. Xxxx Re's allocations from St. Paul's corporate
aggregate excess-of-loss reinsurance program.
3. Amounts related to the Services and Capacity Reservation Agreement.
Included in the 2001 pro forma combined underwriting results are
pre-tax losses related to the September 11, 2001 terrorist attack totaling $468
million. This amount includes gross losses and loss adjustment expenses of $819
million, $123 million of ceded reinsurance, $137 million of additional and
reinstatement premiums and $91 million of reduced contingent commission
expenses.
The following presents a reconciliation of the amounts in Adjustment
column 1 to amounts in the Notes to Combined Statements of The St. Xxxx
Companies, Inc. Reinsurance Segment. (Predecessor) (on page F-35 for the six
months ended June 30, 2002 and 2001, and on page F-25 for the year ended
December 31, 2001).
49
Reconciliation of amounts for the six months ended June 30, 2002 and June 30,
2001:
JUNE 30, 2002 JUNE 30, 2001
------------------------------ ------------------------------
NET PREMIUMS UNDERWRITING NET PREMIUMS UNDERWRITING
EARNED RESULT EARNED RESULT
------------ ------------ ------------ ------------
($ IN MILLIONS)
Active related to lines of business
identified by St. Xxxx to be exited including
certain foreign offices, plus allocation of St.
Xxxx corporate aggregate excess-of-loss
reinsurance program (per page F-35) $ 167 $ (44) $ 177 $ (6)
Lines of business written in St. Paul's closed
foreign offices which St. Xxxx has exited but
which are being transferred to platinum as
continuing business (58) 4 (64) (11)
------------ ------------ ------------ ------------
Pro forma adjustment related to lines of
business written by St. Xxxx Re that
will not be transferred to Platinum (per page 48) $ 109 $ (40) $ 113 $ (17)
============ ============ ============ ============
Reconciliation of amounts for the year ended December 31, 2001:
NET PREMIUMS UNDERWRITING
EARNED RESULT
------------ ------------
($ IN MILLIONS)
Activity related to lines of business identified by St. Xxxx to be exited including
certain foreign offices, plus allocation of St. Xxxx corporate aggregate excess-
of-loss reinsurance program (per page F-25) $ 362 $ (318)
Portion of St. Xxxx corporate aggregate excess-of-loss reinsurance program
allocated to lines of business to be exited (24) 20
Lines of business written in St. Paul's closed foreign offices which St. Xxxx has
exited but which are being transferred to Platinum as continuing business (114) 69
------------ ------------
Pro forma adjustment related to lines of business written by St. Xxxx Re that will
not be transferred to Platinum (per page 49) $ 224 $ (229)
============ ============
50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF PRO FORMA FINANCIAL CONDITION
AND UNDERWRITING RESULTS
You should read the following pro forma discussion and analysis in
conjunction with our audited consolidated balance sheet and the related notes
included on pages F-3 through F-12 of this prospectus, as well as our unaudited
pro forma financial information and the related notes set forth under "Pro Forma
Financial Information". Oar audited consolidated balance sheet and our
unaudited pro forma financial information have been prepared in accordance with
U.S. GAAP. The following pro forma discussion and analysis contains
forward-looking statements that involve risks and uncertainties. Our actual
results may differ materially from the results described or implied by the pro
forma discussion and analysis and these forward-looking statements. You should
read the information under "Risk Factors" beginning on page 21 of this
prospectus for information about material risks and uncertainties that affect
our business.
OVERVIEW
Our objective is to provide property and casualty reinsurance coverages
to a diverse clientele of insurers and select reinsurers on a worldwide basis.
We will operate principally by using reinsurance brokers to market our products
and principally as a lead reinsurer on treaty reinsurance business. A
substantial majority of our business will be written as excess-of-loss
reinsurance. We intend to organize our worldwide reinsurance business around
three operating segments:
- GLOBAL PROPERTY AND MARINE. The Global Property and Marine
operating segment will include principally property and marine
reinsurance coverages. We intend to focus our underwriting
activities primarily on catastrophe excess-of-loss and per
risk excess-of-loss contracts. We intend to write other types
of property reinsurance as well, including selected property
pro rata reinsurance. This segment generated $315 million, or
22.8%, of Platinum's 2001 pro forma net premiums written.
Following the completion of the Public Offering, we expect the
proportion of our net premiums written generated by the Global
Property and Marine segment to increase relative to 2001
levels.
- GLOBAL CASUALTY. The Global Casualty operating segment will
include principally general and automobile liability,
professional liability, workers' compensation, accident and
health coverages and casualty clash. We intend to focus our
underwriting activities primarily on excess-of-loss
reinsurance coverages. This segment generated $592 million, or
42.8%, of Platinum's 2001 pro forma net premiums written.
Following the completion of the Public Offering, we expect the
proportion of our net premiums written generated by the Global
Casualty segment to decrease relative to 2001 levels.
- FINITE RISK. The Finite Risk operating segment will include
principally non-traditional reinsurance treaties, including
multi-year excess-of-loss, aggregate stop loss, finite quota
share, loss portfolio transfer, and adverse loss development
contracts. We intend to provide clients, either directly or
through brokers, with customized solutions for their risk
management and other financial management needs. We intend to
focus our finite risk underwriting activities primarily on
multi-year excess-of-loss and aggregate stop loss reinsurance
treaties. Coverage classes within these products will
primarily include property, casualty and marine exposures.
This segment generated $475 million, or 34.4%, of Platinum's
2001 pro forma net premiums written.
In addition, we may write other property and casualty reinsurance on an
opportunistic basis. For a discussion of the basis on which pro forma net
premiums written were determined, see "Pro Forma Financial Information" above.
51
BACKGROUND AND THE TRANSFERRED BUSINESS
St. Xxxx and its subsidiaries constitute one of the oldest insurance
organizations in the United States, dating back to 1853. Through its division
St. Xxxx Re, St. Xxxx has been engaged in the reinsurance business since 1983.
In December of 2001, in an effort to enhance the profitability of its
reinsurance business, St. Xxxx decided to narrow the product focus of its
reinsurance operations and exit certain lines of that business. As part of this
effort, St. Xxxx Re reduced its anticipated 2002 exposure and expenses by
exiling unprofitable lines of business and reducing the number of reinsurance
branch offices outside the U.S. The narrowing of reinsurance product lines
included exiting aviation, bond and credit reinsurance coverages, as well as
certain financial risk and capital markets lines. International branch office
closings included Munich, Brussels, Hong Kong, Sydney and Singapore. In addition
to curtailing various reinsurance operations, St. Paul's management decided that
its reinsurance business and its primary insurance business should ideally
operate as separate entities because of their different risk profiles and
business characteristics. As a result, contingent upon the completion of the
Public Offering, St. Xxxx will make the Cash Contribution and contribute the
Transferred Business through the arrangements described below:
- CASH CONTRIBUTION. At the completion of the Public Offering,
St. Xxxx will make the Cash Contribution, in the amount of
between $114 million and $119 million. The determination of
the amount of the Cash Contribution will be made when the
terms of the Public Offering are finally determined. An
assumed Cash Contribution of $117 million, will result in a
pro forma net tangible book value per Common Share of $21.07
following the Public Offering, the ESU Offering, the St. Xxxx
Investment and the RenaissanceRe Investment based on an
assumed initial public offering
price of $22.50 per Common Share (the midpoint of the range
stated on the front cover page) and assuming no exercise of
the underwriters, St. Paul's or RenaissanceRe's options to
purchase additional Common Shares in connection with the
Public Offering or additional equity security units. Cash
Contributions of $114 million and $119 million will result in
net tangible book values of $20.59 and $21.54 per Common
Share, respectively, assuming initial public offering prices
of $22.00 and $23.00, respectively, and assuming no exercise
of the underwriters' options to purchase additional Common
Shares or additional equity security units.
- RENEWAL OPPORTUNITIES AND COMMITMENTS. We will be acquiring
from St. Xxxx Re its existing customer lists and the right to
seek to renew substantially all of St. Xxxx Re's continuing
reinsurance contracts. We will also assume commitments, if
any, of St. Xxxx Re to offer reinsurance coverages in the
future.
- ASSUMED REINSURANCE CONTRACTS. Through 100% quota share
retrocession agreements (the "Quota Share Retrocession
Agreements"), we will reinsure substantially all of the
reinsurance contracts St. Xxxx Re entered into on or after
January I, 2002, which we refer to as the "Assumed Reinsurance
Contracts". St. Xxxx Re will retain all of its reinsurance
exposure riot being transferred to us and will administer the
associated run-off. Consequently, we will not assume any
underwriting exposure with respect to reinsurance contracts
entered into by St. Xxxx xxxxx to January 1, 2002, except as
noted below with respect to finite reinsurance. We will
receive as consideration cash in an amount, equal to the
aggregate of all loss, allocated loss adjustment expense,
ceding commission reserves and unearned premium reserves,
subject to agreed upon adjustments, and net of ceding
commissions under the Quota Share Retrocession Agreements as
of the transfer date. Underwriting gain or loss with respect
to the Assumed Reinsurance Contracts for the period from
January 1, 2002 to the transfer date will be retained by St.
Xxxx.
- The terms of the Quota Share Retrocession Agreements
provide, with limited exceptions, that retrocessional
reinsurance purchased by St. Xxxx Re shall be for our
expense and shall inure to our benefit in respect of
the Assumed Reinsurance Contracts, providing us
52
with retrocessional reinsurance coverage for such
contracts through 2002 or the earlier termination or
expiration of the various retrocession agreements. We
will bear all the risk associated with non-payment by
third parry retrocessionaires under such
retrocessional reinsurance. All the Quota Share
Retrocession Agreements will take effect as of 12:01
A.M., on the later of the business day immediately
following the date of fee completion of the Public
Offering or October 1, 2002. Accordingly, while St.
Xxxx will be contractually committed to effect the
transfer, the effective time of the transfer of the
Assumed Reinsurance Contracts will occur after the
sale to investors of Common Shares in the Public
Offering.
- In the case of business written in the U.S., we will
have the right to underwrite specified reinsurance
business on behalf of St. Xxxx for a period of one
year following the completion of the Public Offering
in cases where we are unable to underwrite that
business ourselves because, despite using our
reasonable best efforts, we have not obtained a
necessary or desirable regulatory license or approval
to do so or we have not yet been approved as a
reinsurer by fee cedent, and we will
reinsure such business pursuant to the Quota Share
Retrocession Agreements. In the case of the U.K.
business, St. Xxxx will continue to write such
business through the agency of Platinum UK in cases
where we are unable to underwrite that business
ourselves because, despite using oar reasonable best
efforts, we have not obtained the required license
from the FSA, until, the earlier of the first
anniversary of the completion of the Public Offering,
or Platinum UK obtaining the required license, and we
will reinsure such business pursuant to the Quota
Share Retrocession Agreements. This will allow us to
continue to participate in reinsurance business which
is bound after fee completion of the Public Offering
without any delay occasioned by the start-up of our
operations, including the lack of required licenses,
and facilitate the transition of St. Xxxx Re's
business to us.
- For a period of three years following die completion
of the Public Offering, we will underwrite on behalf
of St. Xxxx, with consent of St. Xxxx, renewals of
in-force contracts of finite reinsurance. St. Xxxx
will retrocede to us 100% of the unpaid and future
losses under currently in-force contracts and we will
have the option to reinsure losses under certain
renewed contracts and will be required to offer to
reinsure losses under other renewed contracts for a
fair market retrocession premium pursuant to the
Quota Share Retrocession Agreements. Under the Quota
Share Retrocession Agreements, a portion of future
premiums will be applied to settle balances related
to prior year experience for the benefit of St. Xxxx.
St Xxxx will have an option to renew this arrangement
with us for a subsequent period of two years. In the
U.K., this arrangement will be limited to finite
treaties which St. Xxxx Re has entered into with a
small number of identified cedents and any further
finite treaties which may be entered into on behalf
of St. Xxxx Re UK prior to September 30, 2003.
- RELATED ASSETS. We will be acquiring from St. Xxxx tangible
and intangible assets relating to the continuing businesses
being transferred to us, including furniture and equipment,
systems and software, assignments of leases, licenses and
other assets as well as all of the outstanding capital stock
of Platinum US.
- EMPLOYEES. Upon or following the completion of the Public
Offering, we expect to employ approximately 150 employees
previously employed by St. Xxxx Re.
The Public Offering and the transactions contemplated thereby were
first announced to the public on April 25, 2002. Platinum believes St. Xxxx Re's
withdrawal from certain business may have adversely affected premiums written
during 2002 prior to the public announcement of the Public Offering. Management
is unable to predict how the Public Offering's announcement will affect premiums
written in the future. See "Risk Factors".
53
OUR DRIVERS OF PROFITABILITY
REVENUES
We expect to derive our revenues from two principal sources, premiums
from our reinsurance business and income from our investment portfolio.
Reinsurance premiums are a function of the amount and type of contracts we write
as well as prevailing market prices. There are many types of reinsurance
contracts with unique pricing, terms and conditions and expected profit margins.
Therefore, changes in the amount of premiums we will write may not be an
accurate indicator of our anticipated profitability.
We expect our investment income to be a function of the average assets
in our portfolio and the average yield that we earn on those assets. The
investment yield will be a function of market interest rates as well as the
credit quality and maturity or our invested assets. In addition, we could
realize capital gains or losses on our investment portfolio as a result of
changing market conditions, including, but not limited to, changes in market
interest rates and changes in the market's perception of the credit quality of
our invested assets. We intend to earn investment income primarily on the assets
invested in our portfolio, but we may also earn revenue from investment income
on premium and loss deposits withheld by our clients.
EXPENSES
We expect that our expenses will consist primarily of two types of
expenses, loss and loss adjustment expenses, or "LAE", and operating and
administrative costs. Loss and loss adjustment expenses will be a function of
the amount and type of reinsurance contracts we will write. We will initially
record loss and loss adjustment expenses based on an actuarial analysis of the
estimated losses we expect to incur on each contract written. The ultimate loss
and loss adjustment expenses will depend on the actual costs to settle these
claims. We intend to increase or decrease our initial loss estimates as actual
losses occur. Our ability to estimate loss and loss adjustment expenses
accurately at the time of pricing our contracts will be a Critical factor in
determining our profitability.
Operating and administrative costs are expected to consist primarily of
acquisition expenses, which are commission and brokerage fees paid to
intermediaries for the production of premiums written, excise taxes and other
underwriting expenses, overhead costs, interest expense and income taxes. We
expect our acquisition expenses to consist principally of ceding commissions
paid to cedents and brokerage commissions that represent a percentage of the
premiums on reinsurance contracts written. We expect that acquisition expenses
will be a function of the amount and types of contracts written. Overhead costs
are expected to consist primarily of salaries and related costs. These costs
will be primarily fixed in nature and will not vary with the amount of premiums
written. Interest expense (including payments on the senior notes forming part
of the equity security units) will be a function of outstanding borrowing or
funding commitments (such as letter of credit agreements) and the contractual
interest rate related to these commitments. Income taxes will be a function of
our profitability and the tax rate in the various jurisdictions in which we do
business.
CRITICAL ACCOUNTING POLICIES
Our significant accounting policies are described in the notes to
Platinum Holdings' audited consolidated balance sheet. The following is a
summary of the critical accounting policies that will affect our future
financial performance: premiums, reserves, reinsurance and investments.
PREMIUMS
Premiums will be recorded at the inception of each policy, based upon
information received from ceding companies and their brokers. For excess-of-loss
contracts, the amount of premium is
54
usually contractually documented at inception, and no management judgment is
necessary in accounting for this. Premiums are earned on a pro rata basis over
the coverage period. For proportional treaties, the amount of premium is
normally estimated at inception by the ceding company. We will account for such
premium using the initial estimates, and then adjust them once a sufficient
period for actual premium reporting has elapsed. For the year ended December 31,
2001, the pro forma premiums written resulting from estimate accruals were less
than 25% of total premiums written. We will also accrue for reinstatement and
additional premiums resulting from losses. Such accruals will be based upon
actual contractual terms, and the only element of management judgment involved
is with respect to the amount of loss reserves, as described below.
Reinstatement and additional premiums are written at the time a loss
event occurs where coverage limits for the remaining life of the contract are
reinstated under pre-defined contract terms. Reinstatement premiums are the
premiums charged for the restoration of the reinsurance limit of a catastrophe
contract to its full amount after payment by the reinsurer of losses as a result
of an occurrence. These premiums relate to the future coverage obtained during
the remainder of the initial policy term, and are earned over the remaining
policy term. Additional premiums are premiums charged after coverage has
expired, related to experience during the policy term, which are earned
immediately.
RESERVES
Under U.S. GAAP, we will not be permitted to establish loss reserves
until the occurrence of an event which may give rise to a loss. Once such an
event occurs, we will establish reserves based upon estimates of total losses
incurred by the ceding insurers as a result of the event and our estimate of the
portion of such loss we have reinsured. As a result, only loss reserves
applicable to losses incurred up to the reporting date may be set aside, with no
allowance for the provision of a contingency reserve to account for expected
future losses. Losses arising from future events will be estimated and
recognized at the time the loss is incurred and could be substantial.
Setting appropriate reserves for loss and loss adjustment expenses is
an inherently uncertain process. Loss reserves will represent our estimates, at
a given point in time, of ultimate settlement and adjustment costs of losses
incurred (including incurred but not reported, or IBNR, losses, which are losses
that have been sustained but not yet reported to the insurer). We will regularly
review and update these estimates, using the most current information available
to us. Consequently, the ultimate liability for a loss is likely to differ from
the original estimate. Whenever we determine that any existing loss reserves are
inadequate, we are required to record such change in estimate; increasing the
loss reserves with a corresponding reduction, which could be material, in our
operating results in the period in which the deficiency is identified.
Adjustments resulting from changes in our estimates will be reflected in current
income. The establishment of new reserves, or the adjustment of reserves for
reported claims, could result in significant upward or downward changes to our
financial condition or results of underwriting in any particular period.
The reserve for losses and loss adjustment expenses will be based upon
reports, individual case estimates received from ceding companies and
management's estimates. Management's estimates are used mostly to estimate IBNR
loss amounts. For certain catastrophic events, there is considerable uncertainty
underlying the assumptions and associated estimated reserves for losses and loss
adjustment expenses. Reserves will be reviewed regularly and, as experience
develops and additional information becomes known, the reserves will be adjusted
as necessary. Such changes in estimate, if necessary, will be reflected in
results of operations in the current period. We currently intend to make
arrangements to permit us to discount the liability for certain assumed
reinsurance contracts using rates based on our return on invested assets or, in
many cases, on yields contractually guaranteed to us on funds held by the ceding
company.
55
Generally, reserves are established without regard to whether we may
subsequently contest the loss. We expect our policy to be to establish reserves
for reported losses based upon reports received from ceding companies,
supplemented by our reserve estimates.
REINSURANCE
Written premiums (which are total premiums for a given period), earned
premiums (which are the portion of written premiums which applies to the expired
portion of the policy period), incurred losses (which are total losses, whether
paid or unpaid) and LAE reflect the net effects of assumed and ceded reinsurance
transactions. Reinsurance accounting is followed for assumed and ceded
transactions when risk transfer requirements have been met. These requirements
involve significant assumptions being made relating to the amount and timing of
expected cash flows, as well as the interpretation of underlying contract terms.
Reinsurance contracts that do not transfer significant insurance risk are
required to be accounted for as deposits. These deposits are accounted for as
financing transactions, with interest expense credited to the contract deposit.
Premiums received on retroactive reinsurance contracts are not reflected in the
statement of operations, but rather are recorded in the consolidated balance
sheet as an increase to loss and loss adjustment expenses reserves for the
liabilities assumed and as assets based on the consideration received. A
deferred charge or credit is recorded for any difference between liabilities
assumed and consideration received.
INVESTMENTS
In accordance with our investment guidelines, our investments will
initially consist of high-grade marketable fixed income securities. We may, in
the future, elect to invest a portion of our funds in marketable equity
securities. Investments will be carried at estimated fair value as determined by
the most recently traded price of each security as of the balance sheet date.
Unrealized gains and losses on our investments will be included as a separate
component of shareholders' equity. Realized gains and losses on sales of
investments will be determined on a specific identification basis. In addition,
unrealized depreciation in the value of individual securities considered by
management to be other than temporary will be charged to income in the period it
is determined. Investment income will be recorded when earned and will include
the amortization of premiums and discounts on investments. For a more detailed
discussion, see "Business--Our Business--Investments".
FORMATION OF PLATINUM HOLDINGS AND PRESENTATION OF PRO FORMA FINANCIAL
INFORMATION AND HISTORICAL ST. XXXX RE COMBINED FINANCIAL INFORMATION
FORMATION OF PLATINUM HOLDINGS
In connection with our formation, we have agreed with St. Xxxx and
certain of its affiliates to enter into the Inception Agreements. They will
become effective contingent upon the completion of the Public Offering (except
the Quota Share Retrocession Agreements which will take effect at 12:01 A.M., on
the later of the business day immediately following the date of the completion
of the Public Offering or October 1, 2002) and will govern our relationship with
St. Xxxx thereafter with respect to various intercompany arrangements and
services. The principal terms of these agreements are summarized under "Certain
Relationships and Related Transactions" in this prospectus.
PRESENTATION OF PRO FORMA FINANCIAL INFORMATION AND ST. XXXX RE COMBINED
FINANCIAL INFORMATION
As a newly formed company, we have no actual results of operations. In
this prospectus, we are therefore presenting pro forma financial information of
Platinum Holdings with respect to the
56
reinsurance business which St. Xxxx will be transferring to us under the terms
of the Inception Agreements, contingent upon the completion of the Public
Offering. This pro forma financial information is intended, under the various
assumptions discussed in more detail under "Pro Forma Financial Information", to
illustrate the performance of our business as if the Public Offering, the ESU
Offering, the St. Xxxx Investment and the RenaissanceRe Investment, had been
completed and we had commenced our operations as of January 1, 2001.
We are also presenting the historical combined financial information of
St. Xxxx Re. For a detailed discussion of the historical underwriting results of
St. Xxxx Re, see "The Predecessor Business".
Our future results will depend in part on the amount of our investment
income, which cannot be predicted and which will fluctuate depending upon the
types of investments we select, our underwriting results and market factors.
Actual tax expense in future periods will be based on underwriting results plus
investment income and other income and expense items not reflected in the pro
forma consolidated statements of underwriting results. For discussion of our
effective tax rate, see "--Income Tax" below.
We caution that the Platinum pro forma consolidated balance sheet and
pro forma combined underwriting results presented herein are not indicative of
the actual results that we may achieve once we commence operations. Many factors
may cause our actual results to differ materially from these pro forma
consolidated balance sheet and results including, but not limited to, the
following:
- Platinum's pro forma combined statement of underwriting
results includes premium and loss development on business
entered into prior to January 1, 2002. Under the Quota Share
Retrocession Agreements, we are assuming no premium or loss
development on business entered into prior to January 1, 2002.
Therefore, our reported premiums written and earned and
reported losses and loss adjustment expenses in our initial
years of operation could be substantially lower than as
presented in Platinum's pro forma combined statement of
underwriting results. As such, our reported results in our
initial years of operation will not be subject to prior year
development for periods prior to January 1, 2002.
- Following the Public Offering, we will report underwriting
results under the Quota Share Retrocession Agreements for the
period prior to the later of the business day immediately
after the date of completion of the Public Offering or October
1, 2002 based on the application of retroactive reinsurance
accounting, resulting in the premiums earned and losses
incurred by St. Xxxx during such period being excluded from
our statement of underwriting results. Due to this exclusion,
following the Public Offering, our reported 2002 premiums
written and earned and our net underwriting results in 2002
could be substantially different than as presented in
Platinum's pro forma combined statement of underwriting
results.
- Platinum's pro forma consolidated balance sheet reflects the
inception of the Quota Share Retrocession Agreements assuming
transferred balances as of June 30, 2002. Platinum's actual
consolidated balance sheet will report transferred amounts
determined as of 12:01 a.m. on the later of the business day
immediately after the date of completion of the Public
Offering or October 1, 2002. Accordingly, underwriting gain or
loss with respect to the Assumed Reinsurance Contracts for the
period from January 1, 2002 through such date will be retained
by St. Xxxx.
- Although we expect to continue to be afforded the benefits of
most of St. Xxxx Re's retrocessional reinsurance program
through their expiration in 2002, we may enter into
retrocessional reinsurance contracts with significantly
different terms and conditions from those that have been made
available to us from St. Xxxx Re and which form the basis of
our initial operations.
57
- The additional and reinstatement premiums recorded in 2001 by
St. Xxxx Re's Finite Risk operating segment were primarily
caused by losses relating to the September 11, 2001 terrorist
attack. These additional and reinstatement premiums were
unusually high and not necessarily indicative of the recurring
premium volume we expect to write in that business segment.
- Platinum's pro forma financial statements continue to reflect
the discounting of the liability for certain Assumed
Reinsurance Contracts based on our current intention to make
arrangements to permit such discounting. If we do not put such
arrangements in place, reinsurance contracts of a similar type
entered into in the future would be reported on an
undiscounted basis.
EXPOSURE TO CATASTROPHES
As with other reinsurers, our operating results and financial condition
can be adversely affected by volatile and unpredictable natural and man-made
disasters, such as hurricanes, windstorms, earthquakes, floods, fires, riots and
explosions. Although we will attempt to limit our exposure to acceptable levels,
it is possible that an actual catastrophic event or multiple catastrophic events
could have a material adverse effect on our financial condition, results of
operations and cash flows. As noted above under"--Critical Accounting Policies",
under U.S. GAAP, we are not permitted to establish loss reserves until the
occurrence of an event which may give rise to a claim. Once such an event
occurs, we will establish reserves based upon estimates of total losses incurred
by the ceding insurers as a result of the event and our estimate of the portion
of such loss we have insured. As a result, only loss reserves applicable to
losses incurred up to the reporting date may be set aside, with no allowance for
the provision of a contingency reserve to account for expected future losses.
Losses arising from future events will be estimated and recognized at the time
the loss is incurred and could be substantial.
INCOME TAX
Except in Bermuda, we will be subject to local income tax requirements
in the jurisdictions in which we operate. The income tax expense reflected in
our pro forma financial statements therefore reflects a number of different
local tax rates, and as a result may change from one period to the next
depending on both the amount and the geographic distribution of our taxable
income. Actual tax expense in future periods will be based on underwriting
results plus investment income and other income and expense items not reflected
in the Pro Forma Consolidated Statements of Underwriting Results. Our effective
tax rate will reflect the proportion of income recognized by our operating
subsidiaries with Platinum US taxed at the U.S. corporate income rate (35%),
Platinum UK taxed at the U.K. corporate tax rate (generally 30%), Platinum
Ireland taxed at the Irish corporate tax rate (25% on non-trading income and 16%
on trading income, the latter rate to be reduced to 12.5% as of January 1,
2003), and Platinum Bermuda taxed at a zero corporate tax rate. In 2002, we
expect to have a greater portion of our income subject to U.S. taxation and U.K.
taxation than we expect to have in the future because our Bermuda operations are
entirely new but can be expected to grow as a proportion of our business over
time. As a result of changes in our geographic contribution of taxable income as
well as changes in the amount of our non-taxable income and expense, the
relationship between our reported income before tax and our income tax expense
may change significantly from one period to the next.
PRO FORMA COMBINED UNDERWRITING RESULTS OF PLATINUM HOLDINGS
The following table summarizes our pro forma combined underwriting
results for the six months ended June 30, 2002 and 2001, and for the year ended
December 31, 2001, as if the Public Offering, the ESU Offering, the St. Xxxx
Investment and the RenaissanceRe Investment had been completed on
58
January 1, 2001. For a discussion of the historical results of underwriting of
St. Xxxx Re, see "The Predecessor Business".
SIX MONTHS ENDED
JUNE 30, YEAR ENDED
------------------------- DECEMBER 31,
2002 2001 2001
--------- ---------- ------------
($ IN MILLIONS)
NET PREMIUMS EARNED
Net Premiums written $ 602 $ 576 $ 1,382
Change in unearned premiums, net (29) (88) (80)
--------- ---------- ------------
Net premiums earned 573 488 1,302
--------- ---------- ------------
LOSSES AND UNDERWRITING EXPENSES
Losses and loss adjustment expenses 350 344 1,440
Policy acquisition expenses 144 149 237
Other underwriting expenses 34 37 69
--------- ---------- ------------
Total losses and underwriting expenses $ 528 $ 530 1,746
--------- ---------- ------------
Underwriting gain (loss) $ 45 $ (42) $ (444)
========= ========== ============
selected Ratio - U.S. GAAP
Loss and loss adjustment expense ratio 61.2% 70.6% 110.6%
Underwriting expense ratio 31.1% 38.1% 23.5%
--------- ---------- ------------
Combined ratio 92.3% 108.7% 134.1%
========= ========== ============
Selected Ratios - Statutory
Loss and loss adjustment expenses ratio 61.2% 70.6% 110.6%
Underwriting expense ratio 29.6% 32.3% 22.1%
--------- ---------- ------------
Combined ratio 90.8% 102.9% 132.7%
========= ========== ============
Impact of catastrophes on combined ratio (1) (3.0)% 3.7% 40.9%
========= ========== ============
--------------
(1) Excludes ceded losses under St. Xxxx Re's aggregate excess-of-loss
treaties, because such treaties extend to non-catastrophic as well as
catastrophic losses as described below. The 3% benefit from
catastrophes on the June 30, 2002 combined ratio is driven by a lack of
catastrophes in the first six months of 2002 and favorable loss
development in 2002 on catastrophe losses incurred in prior years.
Included in the 2001 pro forma combined underwriting results are
pre-tax losses related to the September 11, 2001 terrorist attack totaling $468
million. This amount includes gross losses and loss adjustment expenses of $819
million, $123 million of ceded reinsurance, $137 million of additional and
reinstatement premiums and $91 million of reduced contingent commission
expenses. The determination of the impact of catastrophes on the combined ratio
excludes the ceded losses under St. Xxxx Re's aggregate excess-of-loss treaty;
this treaty which remains available to Platinum in 2002 (unless earlier
terminated pursuant to its terms), provides coverage for excess losses arising
from catastrophic and non-catastrophic events.
RETROCESSIONAL REINSURANCE
Our pro forma combined underwriting results for the six months ended
June 30, 2002 and 2001, and for the year ended December 31, 2001 reflect the
benefits of most of St. Xxxx Re's retrocessional reinsurance program as it
relates to Platinum. The pro forma results do not reflect the effects of the St.
Xxxx corporate aggregate excess-of-loss reinsurance program, which will not be
available to Platinum in 2002 or thereafter. St. Xxxx Re has utilized
retrocession agreements principally to increase aggregate premium capacity and
to reduce the risk of loss on reinsurance underwritten. In addition, through St.
Xxxx Re's aggregate excess-of-loss treaties, St. Xxxx Re has maintained
catastrophe reinsurance programs for the purpose of limiting its exposure with
respect to multiple claims arising from a single occurrence or event. St. Xxxx
Re's retrocession agreements provide for recovery of a portion of claims and
claims expense from retrocessionnaires. Under
59
these programs, on a pro forma basis, St. Xxxx Re ceded the following amounts to
retrocessionaires:
SIX MONTHS ENDED
JUNE 30, YEAR ENDED
------------------------- DECEMBER 31,
2002 2001 2001
--------- ---------- ------------
($ IN MILLIONS)
Ceded premiums written $ 42 $ 70 $ 167
Ceded premiums earned 25 65 165
Ceded losses and loss adjustment expenses (27) 105 368
Ceded underwriting expenses 4 3 8
--------- ---------- ------------
Net underwriting benefit (detriment) $ (48) $ 43 $ 211
========= ========== ============
The amounts in the pro forma underwriting results on pages 59 and 64 of this
prospectus include the retrocession amounts reflected above.
The amounts included in the pro forma underwriting results on page 65
of this prospectus as well as the individual segment discussions on pages 66 to
71 of this prospectus, include the retrocession amounts reflected above, less
the following impacts of St. Xxxx Re's aggregate excess-of-loss treaties as they
relate to Platinum:
SIX MONTHS ENDED
JUNE 30, YEAR ENDED
------------------------- DECEMBER 31,
2002 2001 2001
--------- ---------- ------------
($ IN MILLIONS)
Ceded premiums written $ 7 $ 37 $ 87
Ceded premiums earned (1) 36 87
Ceded losses and loss adjustment expenses (21) 78 194
--------- ---------- ------------
Net underwriting benefit (detriment) $ (20) $ 42 $ 107
========= ========== ============
Under the terms of St. Xxxx Re's aggregate excess-of-loss treaties, St.
Xxxx Re remits an initial margin premium in quarterly installments to its
counterparty, regardless of whether losses are ceded under the treaty. If losses
are ceded under these treaties, St. Xxxx Re remits additional premiums ceded,
plus accrued interest, to its counterparty when the related losses and loss
adjustment expenses are settled. For the six mouths ended June 30, 2002, no
losses were ceded under the 2002 treaty. Net underwriting detriment in the 2002
six-month period is driven by commutations in such period requested by one
retrocessionnaire of its ten percent portion of the 1999 and 2001 St. Xxxx Re
aggregate excess-of-loss treaties. In the six month period ending June 30, 2002
these commutations resulted in a reduction in ceded written and earned premiums
of $11 million and a reduction in ceded losses and loss adjustment expenses
incurred of $25 million, resulting in a net underwriting detriment of $14
million. These commutations were done in conjuction with the commutation of a
reinsurance treaty underwritten by St. Xxxx Re for the same party which resulted
in a net underwriting benefit of $10 million. The combined effect of these
commutations resulted in a net underwriting detriment of $4 million. The impact
of these commutations is not expected to be material to future operations or
financial position. The additional net underwriting detriment is due to $6
million of ceded premium pursuant to the St. Xxxx Re aggregate excess of loss
treaty with respect to the 2002 accident year.
PRO FORMA COMBINED UNDERWRITING RESULTS
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30,
2001
Net premiums
Net premiums written for the six-month period ended June 30, 2002
increased 4.5% to $602 million from $576 million for the six-month period ended
June 30, 2001, including
60
$242 million, or 40.2%, from the Global Casualty segment, $212 million, or
35.2%, from the Global Property and Marine segment and $148 million, or 24.6%,
from the Finite Risk segment. The increase in premium is due to rate increases
averaging 33% across all lines of business offset by decreases in exposures as a
result of the re-underwriting of the core book of business. In addition, a large
quota share contract was rescinded at a cost to us of $56 million, adversely
affecting net written premiums. The large quota share contract was a three year
quota share reinsurance contract incepting in 1999. The coverage for 2001 was
rescinded by mutual agreement with the ceding company.
Net premiums earned for the six months ended June 30, 2002 increased
17.4% to $573 million from $488 million for the six months ended June 30, 2001,
reflecting the impact of price increases partly offset by the decrease in
exposure.
Losses and loss adjustment expenses
Losses and loss adjustment expenses incurred were $350 million in the
six months ended June 30, 2002 compared to $344 million in the six months ended
June 30, 2001. The small increase as compared to the increase in earned premium
is attributable to favorable development in prior underwriting years as well as
increased rates impacting the current underwriting year. Favorable catastrophe
development resulted in a benefit of $17 million in the six months ended June
30, 2002 and catastrophe losses resulted in an expense of an $18 million
detriment in the six months ended June 30, 2001 due to the Midwest storms and
Hurricane Xxxxxxx. The loss and loss adjustment expense ratio, also referred to
as loss ratio (which is the ratio of losses and loss adjustment expenses
incurred, including estimates for claims incurred but not reported, to premiums
earned) was 61.2% and 70.6% for the six months ended June 30, 2002 and 2001,
respectively. Catastrophe loss development had a favorable impact on loss ratios
for the six months ended June 30, 2002 of 3.0% and catastrophe losses had an
unfavorable impact of 3.7% for the six months ended June 30, 2001.
Acquisition expenses
Acquisition expenses were $144 million for the six month period ended
June 30, 2002 compared to $149 million for the six month period ended June 30,
2001. The resulting acquisition expense ratio was 25.1% for the six months ended
June 30, 2002 compared to 30.4% for the six months ended June 30, 2001. The
reduction in the expense ratio of 5.3% was attributable to lower commission and
brokerage costs across the portfolio primarily due to an increase in writings in
our Global Property segment, which carries lower commission and brokerage costs.
Other underwriting expenses
Other underwriting expenses consisted of the cost of operations
associated with underwriting activities. These expenses include compensation,
rent and all other general expenses associated with our underwriting activity
and exclude any investment or claim related expense. Other underwriting expenses
were $34 million for the six month period ended June 30, 2002 and $37 million
for the six month period ended June 30, 2001. The other underwriting expense
ratio for the six months ended June 30, 2002 was 6.0% compared to 7.7% for the
six month period ended June 30, 2001. The decrease was attributable to the
growth in premiums earned together with a decrease in underwriting expenses,
principally compensation related due to a reduction of employees.
61
YEAR ENDED DECEMBER 31, 2001
Net premiums
Net premiums written for the year ended December 31, 2001 totaled
$1,382 million, including $592 million, or 42.8%, from the Global Casualty
segment, $315 million, or 22.8%, from the Global Property and Marine segment and
$475 million, or 34.4%, from the Finite Risk segment. Included in net premiums
written for the period were $137 million in additional and reinstatement
premiums, principally as a result of losses under finite reinsurance treaties,
primarily related to the September 11, 2001 terrorist attack. Net premiums
earned for the full year 2001 were $1,302 million.
Losses and loss adjustment expenses
Losses and loss adjustment expenses incurred totaled $1,440 million for
the year ended December 31, 2001, which included loss and loss adjustment
expense payments of $652 million and a net increase in reserves for unpaid
losses and loss adjustment expenses of $788 million.
For the year ended December 31, 2001, pre-tax catastrophe losses net of
reinsurance totaled $744 million, of which $696 million resulted from the
September 11, 2001 terrorist attack. The majority of the remaining $48 million
of catastrophe losses in 2001 were the result of a variety of storms throughout
the year in the U.S., and the explosion of a chemical manufacturing plant in
Toulouse, France.
The reported loss ratio of 110.6% for the year ended December 31, 2001
included a 46.7 percentage point detriment from losses incurred in the terrorist
attack (not including the effects of St. Xxxx Re's aggregate excess-of-loss
treaties). The reported loss ratio for the year ended December 31, 2001 also
included a benefit from St. Xxxx Re's aggregate excess-of-loss treaties.
St. Xxxx Re's actual estimated losses for the September 11, 2001
terrorist attack were based on a variety of actuarial techniques, coverage
interpretations and claims estimation methods. They included an estimate of
losses incurred but not reported, and an estimate of costs related to the
settlement of claims. The estimate of St. Xxxx Re's losses is also based on its
belief that property-casualty insurance losses from the terrorist attack will
total between $30 billion and $35 billion for the insurance industry. While the
estimate of industry losses is subject to significant uncertainties and may
change over time as additional information becomes available, Platinum will not
be subject to the impact of any loss development associated with the terrorist
attack in that reinsurance contracts which gave rise to the terrorist attack
losses are not included in the Assumed Reinsurance Contracts and Platinum is not
assuming any liability for prior period losses.
The estimated net pre-tax operating loss as a result of the terrorist
attack totaled $468 million, consisting of the following components:
YEAR ENDED
DECEMBER 31, 2001
-----------------
($ IN MILLIONS)
Gross losses and loss adjustment expenses $ 819
Reinsurance recoverables (123)
Additional and reinstatement premiums (137)
Reduction in reinsurance contingent commission expense (91)
----------------
Total estimated pretax operating loss $ 468
================
62
The estimated net pre-tax operating loss of $468 million related to the
terrorist attack would have been distributed among Platinum's intended business
segments as follows:
YEAR ENDED
DECEMBER 31, 2001
-----------------
($ IN MILLIONS)
Global property & Marine $ 307
Global Casualty 32
Finite Risk 129
----------------
Total $ 468
================
Acquisition expenses
Acquisition expenses were $237 million for the year ended December 31,
2001. The acquisition expenses were reduced by $91 million related to contingent
commissions that are no longer payable as a result of the losses caused by the
terrorist attack of September 11, 2001. This resulted in a 10.0 percentage point
benefit resulting from the contingent commission adjustment described above. The
resulting acquisition expense ratio, that is, acquisition expenses expressed as
a percentage of earned premium, was 18.2% for the year ended December 31, 2001.
Other underwriting expenses
Other underwriting expenses were $69 million, for the year ended
December 31, 2001. This resulted in an other underwriting expense ratio of 5.3%
for the year ended December 31, 2001.
63
PRO FORMA UNDERWRITING RESULTS BY OPERATING SEGMENT
The following table summarizes pro forma underwriting results and
combined ratios for each of our three operating segments for the six months
ended June 30, 2002 and 2001, and the year ended December 31, 2001.
SIX MONTHS ENDED
JUNE 30, YEAR ENDED
------------------------- DECEMBER 31,
2002 2001 2001
--------- ---------- ------------
($ IN MILLIONS)
GLOBAL PROPERTY & MARINE
Net Premiums written $ 212 $ 168 $ 315
Net premiums earned 187 132 311
Losses and loss adjustment expenses 78 43 399
Underwriting expenses 52 48 96
--------- ---------- ------------
Underwriting gain (loss) $ 57 $ 41 $ (184)
========= ========== ============
Combined ratio 69.5% 68.9% 159.2%
========= ========== ============
GLOBAL CASUALTY
Net Premiums written $ 242 $ 284 $ 592
Net premiums earned 239 230 521
Losses and loss adjustment expenses 198 225 460
Underwriting expenses 75 84 191
--------- ---------- ------------
Underwriting gain (loss) $ (34) $ (80) $ (130)
========= ========== ============
Combined ratio 114.3% 134.6% 125.0%
========= ========== ============
FINITE RISK
Net Premiums written $ 148 $ 124 $ 475
Net premiums earned 147 126 470
Losses and loss adjustment expenses 74 75 581
Underwriting expenses 51 54 19
--------- ---------- ------------
Underwriting gain (loss) $ 22 $ (3) $ (130)
========= ========== ============
Combined ratio 85.4% 102.2% 127.5%
========= ========== ============
TOTAL
Net Premiums written $ 602 $ 576 $ 1,382
Net premiums earned 573 488 1,302
Losses and loss adjustment expenses 350 344 1,440
Underwriting expenses 178 186 306
--------- ---------- ------------
Underwriting gain (loss) $ 45 $ (42) $ (444)
========= ========== ============
Loss and loss adjustment expense ratio 61.2% 70.6% 110.6%
Underwriting expense ratio 31.1% 38.1% 23.5%
--------- ---------- ------------
Combined ratio 92.3% 108.7% 134.1%
========= ========== ============
The following table summarizes pro forma underwriting results and
combined ratios, excluding the impact of St. Paul Re's aggregate excess-of-loss
treaties and the impact of the September 11,
64
2001 terrorist attack, for each of our three operating segments for the six
months ended June 30, 2002 and 2001, and the year ended December 31, 2001:
SIX MONTHS ENDED
JUNE 30, YEAR ENDED
------------------------- DECEMBER 31,
2002 2001 2001
--------- ---------- ------------
($ IN MILLIONS)
GLOBAL PROPERTY & MARINE
Net Premiums written $ 215 $ 196 $ 356
Net premiums earned 187 159 352
Losses and loss adjustment expenses 71 100 194
Underwriting expenses 52 48 96
--------- ---------- ------------
Underwriting gain (loss) $ 64 $ 11 $ 62
========= ========== ============
Combined ratio 65.8% 93.1% 82.4%
========= ========== ============
GLOBAL CASUALTY
Net Premiums written $ 248 $ 288 $ 611
Net premiums earned 241 234 540
Losses and loss adjustment expenses 196 240 468
Underwriting expenses 74 83 191
--------- ---------- ------------
Underwriting gain (loss) $ (29) $ (89) $ (119)
========= ========== ============
Combined ratio 112.3% 138.1% 122.1%
========= ========== ============
FINITE RISK
Net Premiums written $ 146 $ 129 $ 365
Net premiums earned 144 131 360
Losses and loss adjustment expenses 62 83 276
Underwriting expenses 52 54 110
--------- ---------- ------------
Underwriting gain (loss) $ 30 $ (6) $ (26)
========= ========== ============
Combined ratio 78.9% 104.8% 107.1%
========= ========== ============
TOTAL
Net Premiums written $ 609 $ 613 $ 1,332
Net premiums earned 572 524 1,252
Losses and loss adjustment expenses 329 423 938
Underwriting expenses 178 185 397
--------- ---------- ------------
Underwriting gain (loss) $ 65 $ (84) $ (83)
--------- ---------- ------------
Loss and loss adjustment expense ratio 57.6% 80.7% 74.9%
Underwriting expense ratio 31.1% 35.3% 31.7%
--------- ---------- ------------
Combined ratio 88.7% 116.0% 106.6%
========= ========== ============
The following provides a more detailed discussion of the pro forma
underwriting results for our three operating segments. To provide a more
meaningful analysis of the underlying performance of our business segments,
discussion of segment results excludes the impact of St. Paul Re's aggregate
excess-of-loss treaties and the impact of the September 11, 2001 terrorist
attack.
65
GLOBAL PROPERTY AND MARINE
The Global Property and Marine operating segment will include
principally property and marine reinsurance coverages. We intend to focus our
underwriting activities primarily on catastrophe and excess-of-loss per risk
contracts. We intend to write other types of property reinsurance as well,
including selected property pro rata insurance. The following table summarizes
the pro forma underwriting results of Platinum's Global Property and Marine
segment for the six months ended June 30, 2002 and 2001, and the year ended
December 31, 2001. The underwriting results exclude the impact of St. Paul Re's
aggregate excess-of-loss treaties and the impact of the September 11, 2001
terrorist attack.
SIX MONTHS ENDED
JUNE 30, YEAR ENDED
------------------------- DECEMBER 31,
2002 2001 2001
--------- ---------- ------------
($ IN MILLIONS)
Net Premiums written $ 215 $ 196 $ 356
Net Premiums earned 187 159 352
Losses and loss adjustment expenses 71 100 194
Underwriting expenses 52 84 96
--------- ---------- ------------
Underwriting gain (loss) $ 64 $ 11 $ 62
========= ========== ============
Loss and loss adjustment expense ratio 37.9% 62.7% 55.1%
Underwriting expense ratio 27.9% 30.4% 27.3%
--------- ---------- ------------
Combined ratio 65.8% 93.1% 82.4%
========= ========== ============
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE
30, 2001
Net premiums
Net premiums written in the Global Property and Marine segment for the
six month period ended June 30, 2002 increased 9.7% to $215 million from $196
million for the six month period ended June 30, 2001. This increase was the
result of significant price increases averaging 36%, offset by decreased
exposures through re-underwriting efforts across all lines of business.
Net premiums written in the Global Property and Marine segment included
$164 million in excess-of-loss reinsurance contracts and $51 million in
proportional contracts.
Net premiums written in the Global Property and Marine segment grew
7.6% in the U.S. to $113 million for the six months ended June 30, 2002 compared
to $105 million in the U.S. for the six months ended June 30, 2001. Net premiums
written in the Global Property and Marine segment increased 12.1% outside the
U.S. to $102 million for the six months ended June 30, 2002 compared to $91
million outside the U.S. in the six months ended June 30, 2001. These increases
reflected the impact of price increases offset by the decrease in exposure.
Net premiums earned for the six months ended June 30, 2002 were
impacted by the same factors as written premiums and increased by 17.6% to $187
million from $159 million for the six month period ended June 30, 2001.
Losses and loss adjustment expenses
Losses and loss adjustment expenses incurred by Global Property and
Marine segment were $71 million in the six months ended June 30, 2002 compared
to $100 million in the six months ended June 30, 2001. The decrease in the six
months ended June 30, 2002 was principally attributable to the absence of
catastrophe losses and the favorable development of prior year catastrophes. The
Global Property and Marine segment's loss ratio was 37.9% and 62.7% for the six
month periods ending June 30, 2002 and 2001, respectively. The absence of
catastrophe losses in 2002, as well as favorable loss development from prior
period catastrophes, resulted in a benefit of $14 million for the six months
66
ended June 30, 2002. For the six months ended June 30, 2001 catastrophe losses
totaled $18 million mainly due to Hurricane Xxxxxxx and the Midwest storms in
2001.
Underwriting expenses
Acquisition costs associated with the Global Property and Marine
segment were $37 million for the six month period ended June 30, 2002 compared
to $31 million for the six month period ended June 30, 2001. After deferring
those costs related to the unearned portions of net premiums written, the
resulting acquisition expense ratio was 20.0% for the six months ended June 30,
2002 compared to 19.4% for the six months ended June 30, 2001. The increase in
the expense ratio of 0.6% was attributable to higher commission and brokerage
costs reflecting an increase in proportional business, which carries a higher
commission and brokerage ratio. Other underwriting expenses of the Global
Property and Marine segment, including direct and allocated underwriting
expenses were $15 million for the six month period ended June 30, 2002 and $17
million for the six month period ended June 30, 2001. The other underwriting
expense ratio for the Global Property and Marine segment for the six months
ended June 30, 2002 was 7.9% compared with 11.0% for the six month period ended
June 30, 2001. The decrease in the other underwriting expense ratio was
attributable to the increase in written premiums and a decrease in other
underwriting expenses, mainly compensation related due to a reduction of
employees.
YEAR ENDED DECEMBER 31, 2001
Net premiums
Net premiums written in the Global Property and Marine segment for the
year ended December 31, 2001 totaled $356 million. Net premium volume in 2001
reflected the benefit of strong rate increases throughout the segment. Price
increases accelerated as the year progressed, particularly in the aftermath of
the September 11, 2001 terrorist attack.
Net premiums written in the Global Property and Marine segment in the
U.S. totaled $196 million in 2001. Net premiums written in the Global Property
and Marine segment for ceding companies outside the U.S. totaled $160 million in
2001.
Losses and loss adjustment expenses
Losses and loss adjustment expenses incurred for the Global Property
and Marine segment totaled $194 million for the year ended December 31, 2001.
Losses and loss adjustment expenses incurred for the year ended December 31,
2001 included loss and loss adjustment expense payments of $190 million and a
net increase in reserves for unpaid losses and loss adjustment expenses of $4
million.
Underwriting expenses
Acquisition costs for the Global Property and Marine segment were $66
million for the year ended December 31, 2001, after deferring those costs
related to the unearned portion of premiums written. The resulting acquisition
expense ratio was 18.7% for the year ended December 31, 2001. Other underwriting
expenses of the Global Property and Marine segment, including direct and
allocated underwriting expenses during 2001, totaled $30 million, resulting in
an other underwriting expense ratio of 8.6%.
GLOBAL CASUALTY
The Global Casualty operating segment will include principally general
and automobile liability, professional liability, workers' compensation,
accident and health coverages and casualty clash. We intend to focus our
underwriting activities primarily on excess-of-loss reinsurance coverages. The
following table summarizes the pro forma underwriting results of Platinum's
Global Casualty segment for the periods covered by this discussion. As with the
discussion of the Global Property and Marine segment, the underwriting results
below for the six months ended June 30, 2002 and 2001, and for the year ended
December 31, 2001 exclude the impact of St. Xxxx Re's aggregate excess-of-loss
treaties and the impact of the September 11, 2001 terrorist attack.
67
SIX MONTHS ENDED
JUNE 30, YEAR ENDED
----------------------------- DECEMBER 31,
2002 2001 2001
--------- ---------- ------------
($ IN MILLIONS)
Net Premiums written $ 248 $ 288 $ 611
Net Premiums earned 241 234 540
Losses and loss adjustment expenses 196 240 468
Underwriting expenses 74 83 191
--------- ---------- ------------
Underwriting gain (loss) $ 29 $ (89) $ (119)
========= ========== ============
Loss and loss adjustment expense ratio 81.4% 102.5% 86.7%
Underwriting expense ratio 30.9% 35.6% 35.4%
--------- ---------- ------------
Combined ratio 112.3% 138.1% 122.1%
========= ========== ============
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE 30,
2001
Net premiums
Net premiums written in the Global Casualty segment for the six month
period ended June 30, 2002 decreased 13.9% to $248 million from $288 million for
the six month period ended June 30, 2001. The decrease in net premiums written
was primarily due to the re-underwriting of the portfolio including the
rescission of a large quota share contract and a decrease in proportional
reinsurance. The large quota share contract was a three year quota share
reinsurance contract incepting in 1999. As a result of the strategic initiative
to improve profitability and focus on core lines of business, the coverage for
2001 was rescinded by mutual agreement with the ceding company. These decreases
to the portfolio were offset by significant rate increases on renewal business
averaging 30% across the portfolio.
Net premiums written in the Global Casualty segment included $202
million in excess-of-loss reinsurance contracts and $46 million in proportional
contracts.
Net premiums written in the Global Casualty segment declined 10.7% in
the U.S. to $208 million for the six months ended June 30, 2002 compared to $233
million in the U.S. in the six months ended June 30, 2001. Net premiums written
in the Global Casualty segment declined 27.3% outside the U.S. to $40 million
for the six months ended June 30, 2002 compared to $55 million outside the U.S.
in the six months ended June 30, 2001. The decreases reflect the rescission of
the large quota share contract offset by rate increases achieved on renewal
business.
Net premiums earned for the six months ended June 30, 2002 were
impacted by the same factors as net premiums written and increased by 3.0% to
$241 million from $234 million for the six month period ended June 30, 2001.
Losses and loss adjustment expenses
Losses and loss adjustment expenses incurred in the Global Casualty
segment were $196 million in the six months ended June 30, 2002 compared to $240
million in the six months ended June 30, 2001. The decrease is attributable to
favorable development in prior underwriting years as well as increased rates
impacting the current underwriting year. The Global Casualty segment's loss
ratio was 81.4% and 102.5% for the six month periods ended June 30, 2002 and
2001, respectively.
68
Underwriting expenses
Acquisition costs associated with the Global Casualty segment were $61
million for the six month period ended June 30, 2002 compared to $69 million for
the six month period ended June 30, 2001, after deferring those costs related to
the unearned portion of premiums written. The resulting acquisition expense
ratio was 25.5% for the six months ended June 30, 2002 compared to 29.8% for the
six months ended June 30, 2001. The reduction in the acquisition expense ratio
of 4.3% was attributable to better terms and conditions negotiated with our
ceding companies. Other underwriting expenses of the Global Casualty segment,
including direct and allocated underwriting expenses, were $13 million for the
six month period ended June 30, 2002 and $14 million for the six month period
ended June 30,2001. The other underwriting expense ratio for the six months
ended June 30, 2002 was 5.4% compared to 5.8% for the six month period ended
June 30, 2001. The decrease in the other underwriting expense ratio was
attributable to a decrease in expenses, principally compensation related due to
a reduction of employees.
YEAR ENDED DECEMBER 31, 2001
Net premiums
Net premiums written in the Global Casualty segment for 2001 included
$454 million in excess-of-loss reinsurance contracts and $157 million in
proportional contracts. Net premium volume reflected the benefit of significant
price increases for substantially all coverages in the segment.
Net premiums written in the Global Casualty segment for ceding
companies in the U.S. totaled $501 million in 2001. Net premiums written in the
Global Casualty segment for ceding companies outside the U.S. was $110 million
in 2001.
Losses and loss adjustment expenses
Losses and loss adjustment expenses incurred for the Global Casualty
segment totaled $468 million for the year ended December 31, 2001. Loss and loss
adjustment expenses incurred for the year ended December 31, 2001 included loss
and loss expense payments of $310 million and a net increase in reserves for
unpaid losses and loss adjustment expenses of $158 million.
Underwriting expenses
Acquisition costs for the Global Casualty segment were $163 million for
the year ended December 31, 2001. After deferring those costs related to the
unearned portion of net premiums written, the resulting acquisition expense
ratio was 30.2% for the year ended December 31, 2001. Other underwriting
expenses of the Global Casualty segment, including direct and allocated
underwriting expenses during 2001 totaled $28 million, resulting in an other
underwriting expense ratio of 5.2%.
FINITE RISK
The Finite Risk operating segment will include principally
non-traditional reinsurance treaties, including multi-year excess-of-loss,
aggregate stop loss, finite quota share, loss portfolio transfer, and adverse
loss development contracts. We intend to provide clients, either directly or
through brokers, with customized solutions for their risk management and other
financial management needs. We intend to focus our finite risk underwriting
activities primarily on multi-year excess-of-loss and aggregate stop loss
reinsurance treaties. Coverage classes within these products will primarily
include property, casualty, marine and/or whole account property and casualty
exposures. The following table summarizes results for the Finite Risk segment
for the periods covered by this discussion. As with the discussion of our other
operating segments, the pro forma underwriting results below for the six months
ended June 30, 2002 and 2001, and for the year ended
69
December 31, 2001 exclude the impact of St. Xxxx Re's aggregate excess-of-loss
treaties and the impact of the September 11, 2001 terrorist attack.
SIX MONTHS ENDED
JUNE 30, YEAR ENDED
------------------------- DECEMBER 31,
2002 2001 2001
--------- ---------- ------------
($ IN MILLIONS)
Net Premiums written $ 146 $ 129 $ 365
Net Premiums earned 144 131 360
Losses and loss adjustment expenses 62 83 276
Underwriting expenses 52 54 110
--------- ---------- ------------
Underwriting gain (loss) $ 30 $ (6) $ (26)
--------- ---------- ------------
Loss and loss adjustment expense ratio 43.4% 63.5% 76.6%
Underwriting expense ratio 35.5% 41.3% 30.5%
--------- ---------- ------------
Combined ratio 78.9% 104.8% 107.1%
--------- ---------- ------------
SIX MONTHS ENDED JUNE 30, 2002 COMPARED TO SIX MONTHS ENDED JUNE
30, 2001
Net premiums
Net premiums written in the Finite Risk segment for the six month
period ended June 30, 2002 increased 13.2% to $146 million from $129 million for
the six month period ended June 30, 2001. The increase in premiums written in
the six months ended June 30, 2002 compared with the six months ended June 30,
2001 was due to one large finite quota share contract written in the fourth
quarter of 2001 that has significant premium in calendar year 2002.
Net premiums written in the Finite Risk segment grew 27.5% in the U.S.
to $88 million for the six months ended June 30, 2002 compared to $69 million in
the U.S. in the six months ended June 30, 2001. Net premiums written in the
Finite Risk segment decreased 3.3% outside the U.S. to $58 million for the six
months ended June 30, 2002 compared to $60 million outside the U.S. for the six
months ended June 30, 2001. The increase in U.S. business is due to the rate
increases achieved on renewal business after the September 11, 2001 terrorist
attack on the United States.
Net premiums earned for the six months ended June 30, 2002 were
impacted by the same factors as net premiums written and increased by 9.9% to
$144 million from $131 million for the six month period ended June 30, 2001.
Losses and loss adjustment expenses
Losses and loss adjustment expenses incurred in the Finite Risk segment
were $62 million for the six months ended June 30, 2002 compared to $83 million
in the six months ended June 30, 2001. The decrease from the six months ended
June 30, 2001 was principally attributable to the commutation of an assumed
aggregate stop loss treaty and the absence of large losses. The commutation of
this treaty resulted in a net gain of $10 million. In the six months ended June
30, 2001, the Petrobras oil platform collapse impacted losses by $11 million.
The Finite Risk segment's loss ratio was 43.4% and 63.5% for the six month
periods ended June 30, 2002 and 2001, respectively.
Underwriting expenses
Acquisition costs associated with the Finite Risk segment were $46
million for the six month period ended June 30, 2002 compared to $48 million for
the six month period ended June 30, 2001. After deferring those costs related to
the unearned portion of net premiums written, the
70
resulting acquisition expense ratio was 31.5% for the six months ended June 30,
2002 compared to 36.8% for the six months ended June 30, 2001. The reduction in
the expense ratio of 5.3 percentage points was attributable to lower commission
and brokerage costs across the portfolio. Other underwriting expenses of the
Finite Risk segment, including direct and allocated underwriting expenses, were
$6 million for the six month period ended June 30, 2002 and $6 million for the
six month period ended June 30, 2001. The other underwriting expense ratio for
the six months ended June 30, 2002 was 4.0% compared to 4.5% for the six month
period ended June 30, 2001. The decrease in the other underwriting expense ratio
was attributable to the increase in net premiums written.
YEAR ENDED DECEMBER 31, 2001
Net Premiums
Net premiums written in the Finite Risk segment for ceding companies in
the U.S. totaled $204 million in 2001. Net premiums written in the Finite Risk
segment for ceding companies outside the U.S. totaled $161 million in 2001.
Losses and loss adjustment expenses
Losses and loss adjustment expenses incurred for the Finite Risk
segment totaled $276 million for the year ended December 31, 2001. Loss and loss
adjustment expenses incurred for the year ended December 31, 2001 included loss
and loss expense payments of $153 million and a net increase in reserves for
unpaid losses and loss adjustment expenses of $123 million.
Underwriting expenses
Acquisition costs for the Finite Risk segment were $99 million for the
year ended December 31, 2001. After deferring those costs related to the
unearned portion of net premiums written, the resulting acquisition expense
ratio was 27.6% for the year ended December 31, 2001.
Other underwriting expenses of the Finite Risk segment, including
direct and allocated underwriting expenses during 2001, totaled $11 million,
resulting in an other underwriting expense ratio of 2.9%.
LIQUIDITY AND CAPITAL RESOURCES
Platinum Holdings is a holding company that will conduct no reinsurance
operations of its own. All its reinsurance operations will be conducted through
its wholly owned operating subsidiaries Platinum US (which it will own through
Platinum Ireland and Platinum Finance), Platinum UK (which it will own through
Platinum Ireland) and Platinum Bermuda. As a holding company, Platinum Holdings'
cash flow will consist primarily of dividends, interest and other permissible
payments from its subsidiaries. Platinum Holdings will depend on such payments
to receive funds for general corporate purposes and to meet its obligations,
including the payment of any dividends to its shareholders.
OUR LIQUIDITY REQUIREMENTS
Our principal consolidated cash requirements are expected to be the
payment of dividends to Platinum Holdings' shareholders, the servicing of debt
(including interest payments on the senior notes and contract adjustment
payments on the purchase contracts included in the equity security units issued
in the concurrent ESU Offering), the acquisition of and investment in
businesses, capital expenditures, premiums retroceded and payment of losses and
loss adjustment expenses, policy benefits, brokerage commissions, excise taxes
and operating expenses.
71
We intend to pay quarterly dividends of $ per Common Share beginning
in the first quarter 2003, subject to the recommendation of our Board of
Directors. Our dividends, if any, will be paid by us in U.S. dollars. Our
dividend policy in future periods will depend on a number of factors including
our results of operations, our financial condition, our capital and cash
requirements, general business conditions, legal, contractual and regulatory
restrictions regarding the payment of dividends by us and other factors. See
"Dividend Policy".
We will operate a treasury function responsible for managing our future
banking relationships, capital raising activities including equity and debt
issues, our overall cash, cash pooling and liquidity positions and the payment
of internal and external dividends. Our subsidiaries will be responsible for
managing local cash and liquidity positions.
OUR SOURCES OF CASH
Our sources of funds are expected to consist of premiums written,
losses recovered from retrocedents, investment income and proceeds from sales
and redemptions of investments.
In addition, we have entered into a 364 day committed credit facility
with a group of banks that will permit us to make borrowings of up to $100
million in the aggregate from time to time. The credit facility contains various
convenants and agreements, including a requirement that we satisfy specified
tangible net worth and leverage ratios. There can be no assurance that we will
be able to extend or replace this credit facility upon satisfactory terms when
it terminates on June 20, 2003.
RESTRICTIONS ON DIVIDEND PAYMENTS FROM OUR OPERATING SUBSIDIARIES
Bermuda. Bermuda legislation imposes limitations on the dividends that
Platinum Bermuda may pay. Under the Bermuda Insurance Act, Platinum Bermuda will
be required to maintain a specified solvency margin and a minimum liquidity
ratio and will be prohibited from declaring or paying any dividends if doing so
would cause Platinum Bermuda to fail to meet its solvency margin and its minimum
liquidity ratio. Under the Bermuda Insurance Act, Platinum Bermuda will be
prohibited from paying dividends of more than 25% of its total statutory capital
and surplus at the end of the previous fiscal year unless it files an affidavit
stating that the declaration of such dividends has not caused it to fail to meet
its solvency margin and minimum liquidity ratio. The Bermuda Insurance Act will
also prohibit Platinum Bermuda from declaring or paying dividends without the
approval of the Supervisor of Insurance of Bermuda if Platinum Bermuda failed to
meet its solvency margin and minimum liquidity ratio on the last day of the
previous fiscal year. Additionally, under the Companies Act, Platinum Bermuda
may declare or pay a dividend only if it has no reasonable grounds for believing
that it is, or would after the payment, be unable to pay its liabilities as they
become due, or that the realizable value of its assets would thereby be less
than the aggregate of its liabilities and its issued share capital and share
premium accounts. See "Business--Regulation--Bermuda".
United States. Platinum US is subject to regulation by the State of
Maryland. Under Maryland insurance law, Platinum US may pay dividends out of
surplus, provided it must give the Maryland Insurance Commissioner at least
thirty days' prior notice before paying an "extraordinary dividend" or making an
"extraordinary distribution". Extraordinary dividends and extraordinary
distributions are dividends or distributions which, together with any other
dividends and distributions paid during the immediately preceding twelve-month
period, would exceed the lesser of
(1) ten percent of Platinum US's statutory policyholders' surplus
(as determined under statutory accounting principles) as of
December 31 of the prior year and
(2) Platinum US's net investment income excluding realized capital
gains (as determined under statutory accounting principles)
for the twelve-month period ending on
72
December 31 of the prior year, plus any amounts of net investment
income (excluding realized capital gains) in the three preceding years
which have not been distributed.
These statutory limitations are subject to change. Platinum US may not pay
extraordinary dividends or make extraordinary distributions until either the
thirty-day notice period has expired (without the Maryland Insurance
Commissioner disapproving such payment) or the Maryland Insurance Commissioner
has approved the payment within that period. Extraordinary dividends and
extraordinary distributions may only be paid out of earned surplus.
In addition, Platinum US must give ten days' prior notice to the
Maryland Insurance Commissioner of its intention to pay any dividend or make any
distribution other than an extraordinary dividend or extraordinary distribution.
The Maryland Insurance Commissioner has the right to prevent payment of such a
dividend or such a distribution if he determines, in his discretion, that after
the payment thereof Platinum US's policyholders' surplus would be inadequate or
could cause Platinum US to be in a hazardous financial condition.
As it is not engaged in the insurance business, Platinum Finance is not
subject to the restrictions on dividend payments or distributions set forth
above.
United Kingdom. U.K. law prohibits Platinum UK from declaring a
dividend to its stockholders unless it has "profits available for distribution".
The determination of whether a company has profits available for distribution is
based on its accumulated realized profits less its accumulated realized losses.
While the United Kingdom insurance regulatory laws impose no statutory
restrictions on a general insurer's ability to declare a dividend, the insurance
regulator in the United Kingdom strictly controls the maintenance of each
insurance company's solvency margin within its jurisdiction and may restrict
Platinum UK from declaring a dividend at a level which the regulator determines
would adversely affect Platinum UK's solvency requirements. It is common
practice in the United Kingdom to notify the regulator in advance of any
significant dividend payment.
Ireland. Platinum Ireland is currently a holding company incorporated
under the laws of Ireland. Irish law prohibits Platinum Ireland from declaring a
dividend to its stockholders unless it has "profits available for distribution"
as determined under Irish law. As Platinum Ireland is not currently a regulated
entity, there are no insurance or other regulatory laws applicable to the
payment of dividends by Platinum Ireland.
ESTABLISHMENT OF LOSS RESERVES BY OUR INSURANCE SUBSIDIARIES
Under U.S. GAAP, we will not be permitted to establish loss reserves
until the occurrence of an event which may give rise to a loss. Once such an
event occurs, we will establish reserves based upon estimates of total losses
incurred by the ceding insurers as a result of the event and our estimate of the
portion of such loss we have reinsured. As a result, only loss reserves
applicable to losses incurred up to the reporting date may be set aside, with no
allowance for the provision of a contingency reserve to account for expected
future losses. Losses arising from future events will be estimated and
recognized at the tiime the loss is incurred and could be substantial.
Setting appropriate reserves for loss and loss adjustment expenses is
an inherently uncertain process. Loss reserves will represent our estimates, at
a given point in time, of ultimate settlement and adjustment costs of losses
incurred (including incurred but not reported, or IBNR, losses). We will
regularly review and update these estimates, using the most current information
available to us. Consequently, the ultimate liability for a loss will likely
differ from the original estimate. Whenever we determine that any existing loss
reserves are inadequate, we are required to increase the loss reserves with a
corresponding reduction, which could be material, in our operating results in
the period in which the deficiency is identified. The establishment of new
reserves, or the adjustment of
73
reserves for reported claims, could result in significant upward or downward
changes to our financial condition or results of operations in any particular
period.
FUNCTIONAL CURRENCY
Our functional currency will be the U.S. dollar. Our operating currency
will generally also be the U.S. dollar. However, premiums receivable and losses
payable in respect of a portion of our business will be denominated in
currencies of other countries, principally the industrialized countries.
Consequently, we may, from time to time, experience currency exchange gains and
losses that could affect our financial position and results of operations. We do
not expect to and as a practical matter will not be able to hedge our non-U.S.
dollar currency exposure with respect to potential loss until a loss payable in
a non-U.S. dollar currency occurs, after which we may match such liability with
assets denominated in the same currency or enter into forward purchase contracts
for specific currencies. This type of exposure could be substantial. We also do
not intend to hedge our non-U.S. dollar currency exposure with respect to
premiums receivable, which will be generally collected over the relevant
contract term. We expect to exchange non-U.S. dollar denominated premiums upon
receipt. We may make foreign currency investments, generally for the purpose of
improving overall portfolio yield.
INVESTMENT OF FUNDS
With the exception of cash holdings, our funds will be primarily
invested initially in fixed income securities, the market value of which is
subject to fluctuation depending on changes in prevailing interest rates. We may
in the future elect to also invest a portion of our funds in marketable equity
securities. We expect to hedge our investment portfolio against interest rate
risk. Nevertheless, an increase in interest rates may result in losses, both
realized and unrealized, on our investments.
We do not expect our investment portfolio to include options, warrants,
swaps, collars or similar derivative instruments. Our investment policy
guidelines will provide that financial futures and options and foreign exchange
contracts may not be used in a speculative manner, but may be used, subject to
certain numerical limits, only as part of a defensive strategy to protect the
market value of the portfolio. Also, we do not expect our portfolio to contain
any investments in real estate or mortgage loans.
POSTING OF SECURITY BY OUR NON-U.S. OPERATING SUBSIDIARIES
Platinum UK and Platinum Bermuda are not licensed, approved or
accredited as reinsurers anywhere in the United States and therefore, under the
terms of most of their contracts in the United States, they will have to provide
security to reinsureds to cover unpaid liabilities in a form acceptable to state
insurance commissioners. Typically, this type of security will take the form of
a letter of credit issued by an acceptable bank, the establishment of a trust,
or a cash advance. Platinum UK and Platinum Bermuda are expected to obtain
letters of credit through commercial banks. In turn, Platinum UK and Platinum
Bermuda will provide the banks security by giving the banks liens over certain
of Platinum UK's and Platinum Bermuda's investments.
CAPITAL EXPENDITURES; INFLATION
None of Platinum Holdings, Platinum US, Platinum UK and Platinum
Bermuda will have any material commitments for capital expenditures upon the
completion of the Public Offering.
Platinum US, Platinum UK and Platinum Bermuda will estimate the effect
of inflation on their business and reflect these estimates in the pricing of
their reinsurance contracts when estimating reserves. The actual effects of
inflation on the results of the operating subsidiaries cannot be accurately
known until claims are ultimately settled. Levels of inflation also affect
investment returns.
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EXPOSURES TO MARKET RISK
Market risk can be described as the risk of change in fair value of a
financial instrument due to changes in interest rates, equity prices,
creditworthiness, foreign exchange rates or other factors. We seek to mitigate
that risk by a number of actions, as described below.
INTEREST RATE RISK
Our exposure to market risk for changes in interest rates will be
concentrated in our investment portfolio once we commence operations. Changes in
investment values attributable to interest rate changes will be mitigated,
however, by corresponding and partially offsetting changes in the economic value
of our insurance reserves. This exposure will be monitored through periodic
reviews of our consolidated asset and liability positions. Estimates of cash
flows, as well as the impact of interest rate fluctuations relating to the
investment portfolio and insurance reserves, will be modeled and reviewed
periodically.
CREDIT RISK
Our investment portfolio is expected to include initially fixed
maturities and short-term investments, which will be subject to credit risk.
This risk is defined as the potential loss in market value resulting from
adverse changes in the borrower's ability to repay the debt. Our investment
objective will be to earn competitive relative returns by investing in a
diversified portfolio of securities. Credit risk will be actively managed
through stringent review and analysis of the creditworthiness of all potential
investments.
We will also have other receivable amounts subject to credit risk. The
most significant of these are reinsurance recoverables. To mitigate the risk of
these counterparties' nonpayment of amounts due, we will establish business and
financial standards for reinsurer approval, incorporating ratings by major
rating agencies and considering then-current market information.
EQUITY PRICE RISK
Our investment portfolio may in the future include marketable equity
securities, which will be carried on our consolidated balance sheet at market
value. These securities have exposure to price risk, which is defined as the
potential loss in market value resulting from an adverse change in prices. If we
invest in equity securities, our objective with respect to such investments will
be to earn competitive relative returns by investing in a diverse portfolio of
high-quality, liquid securities. Portfolio characteristics are expected to be
analyzed regularly and market risk will be actively managed through a variety of
modeling techniques. If we invest in equity securities, our holdings are
expected to be diversified across industries, and concentrations in any one
company or industry will be limited by parameters established by senior
management, as well as by statutory requirements.
FOREIGN CURRENCY EXPOSURE
Our exposure to market risk for changes in foreign exchange rates will
be concentrated in our insurance reserves denominated in foreign currencies. In
addition, there may be foreign currency exposure in our investment portfolio
related to those investments that are denominated in foreign currencies. Cash
flows from foreign operations are expected to be the primary source of funds for
purchases of investments denominated in foreign currencies. Those investments
will be purchased primarily to hedge insurance reserves and other liabilities
denominated in the same currency, effectively reducing foreign currency exchange
rate exposure at the Platinum consolidated level.
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BUSINESS
INDUSTRY OVERVIEW
GENERAL
Reinsurance is an arrangement in which an insurance company, referred
to as the reinsurer, agrees to assume from another insurance company, referred
to as the ceding company, all or a portion of the insurance risks that the
ceding company has underwritten under one or more insurance contracts. In
return, the reinsurer receives a premium for the insured risks that it assumes
from the ceding company. Reinsurance, however, does not discharge the ceding
company from its liabilities to policyholders. Reinsurance provides ceding
insurers with three principal benefits: a reduction in net liability on
individual risks, catastrophe protection from large or multiple losses and
assistance in maintaining acceptable financial ratios. Reinsurance also provides
a ceding company with additional underwriting capacity by permitting it to
accept larger risks and write more business than would be possible without an
accompanying increase in capital and surplus.
During the period between the time premiums are received by the
reinsurer and the time that the reinsurer must pay losses and loss adjustment
expenses, the reinsurer has an opportunity to invest the funds received as
premiums, less expenses. This investment activity can make a significant
contribution to a reinsurer's profitability.
TYPES OF REINSURANCE
Property and Casualty Reinsurance
Reinsurance is typically classified into two categories, property and
casualty, or non-life, reinsurance and life reinsurance. We intend to write
property and casualty reinsurance. We do not currently intend to write any life
reinsurance.
Property insurance protects an insured against financial loss arising
out of the loss of property caused by an insured peril. Examples of property
reinsurance are property catastrophe and property per-risk coverages. Property
catastrophe insurance protects an insured against losses arising out of multiple
claims for a single event while property per-risk insurance protects an insured
against loss arising out of a single claim for a single event.
Casualty insurance protects an insured against financial loss arising
out of loss or damage to persons other than the insured or property belonging to
a third party. Examples of casualty insurance are general and automobile
liability, professional liability, workers' compensation, and accident and
health.
Although property reinsurance involves a high degree of volatility,
property reinsurance claims are generally reported soon after the event giving
rise to the claim and tend to be assessed and paid relatively expeditiously. In
comparison, there tends to be a greater time lag between the occurrence,
reporting and payment of casualty reinsurance claims. Additionally, as compared
with property reinsurance, casualty reinsurance tends to involve greater
diversity of exposures and variation in contract terms, pose greater challenges
in capturing underwriting information and casualty reinsurance results are also
more likely to be affected by the claims handling process.
EXCESS-OF-LOSS AND PROPORTIONAL REINSURANCE
Reinsurance can be written on either an excess-of-loss basis or a pro
rata, or proportional, basis. We expect that a substantial majority of the
reinsurance we will underwrite will be excess-of-loss reinsurance.
In the case of excess-of-loss reinsurance, the reinsurer, in return for
a negotiated premium, assumes all or a specified portion of the ceding company's
risks in excess of a specified amount, which amount is referred to as the ceding
company's retention or the reinsurer's attachment point,
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subject to a negotiated reinsurance contract limit. For example, property
catastrophe excess-of-loss reinsurance provides coverage to a primary insurer
when aggregate losses and loss adjustment expenses from a single occurrence of a
peril covered under a portfolio of primary insurance contracts written by the
primary insurer exceed the attachment point specified in the reinsurance
contract with the primary insurer. Property per-risk excess-of-loss-reinsurance
provides coverage to a primary insurer in excess of its retention level on a
single risk. A risk in this context might mean the insurance coverage on a
single property location. Because a reinsurer providing excess-of-loss
reinsurance does not assume a direct proportion of the ceding company's risk,
the premiums that the ceding company pays to the reinsurer are not directly
proportional to the premiums that the ceding company receives. Instead,
excess-of-loss reinsurance contracts provide a reinsurer flexibility in
determining premiums at specific retention levels, independent of the premiums
charged by primary insurers, and based upon its own underwriting assumptions.
Excess-of-loss property and casualty reinsurance is often written in
layers. One or a group of reinsurers accepts the risk just above the ceding
company's retention up to a specified amount, at which point another reinsurer
or a group of reinsurers accepts the excess liability up to an additional
specified limit or the excess liability reverts to the ceding company. The
reinsurer taking on the risk just above the ceding company's retention is
typically said to write lower layer excess reinsurance. Lower layers are also
referred to as working layers. A claim that reaches just beyond the ceding
company's retention will create a claims payment for the lower layer reinsurer,
but not for the reinsurers of any higher layers. In a limited number of cases,
reinsurance is also written on an aggregate stop-loss basis to protect the
ceding company's total portfolio from extraordinary losses resulting from the
aggregation of individual risks.
In the case of proportional reinsurance, the reinsurer assumes a
predetermined portion of the ceding company's risks under the covered insurance
contract or contracts. The frequency of claims under a proportional reinsurance
contract is usually greater than under an excess-of-loss contract. Premiums that
the ceding company pays to a reinsurer for proportional reinsurance are a
predetermined portion of the premiums that the ceding company receives from its
insured, consistent with the proportional sharing of risk. In addition, in
proportional reinsurance, the reinsurer generally pays the ceding company a
ceding commission. The ceding commission is usually based on the ceding
company's cost of generating the business being reinsured, which includes
commissions, premium taxes and assessments of the ceding company's own operating
expenses. A profit commission or increased ceding commission may be included and
paid to the ceding company if the loss experience is profitable. The ceding
commission may also be affected by competitive factors.
TREATY AND FACULTATIVE REINSURANCE
Reinsurance can be written either through treaty or facultative
reinsurance arrangements. In treaty reinsurance, the ceding company cedes, and
the reinsurer assumes, a specified portion of a type or category of risks
insured by the ceding company. In facultative reinsurance, the ceding company
cedes, and the reinsurer assumes, all or part of a specific risk or risks. We
plan to underwrite substantially all treaty reinsurance, and we do not expect to
underwrite facultative reinsurance except in very limited and opportunistic
circumstances.
Generally in the industry, treaty reinsurers do not separately evaluate
each of the individual risks assumed under their treaties and are largely
dependent on the original risk underwriting decisions made by the ceding
company's underwriters. Accordingly, reinsurers will carefully evaluate the
ceding company's risk management and underwriting practices, as well as claims
settlement practices and procedures, in deciding whether to provide treaty
reinsurance and in appropriately pricing the treaty.
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Generally, reinsurers who provide facultative reinsurance do so
separately from their treaty operations. Facultative reinsurance normally is
purchased by ceding companies for risks not covered by their reinsurance
treaties, for amounts in excess of the monetary limits of their reinsurance
treaties and for unusual and complex risks. In addition, facultative risks often
provide coverages for relatively severe exposures which results in greater
volatility. Reinsurers who provide facultative coverage solely, or through
distinct operations, experience relatively high underwriting expenses and, in
particular, personnel costs, because each risk is individually underwritten and
administered. The ability to evaluate separately each risk reinsured, however,
increases the probability that the reinsurance underwriter can price the
contract to reflect more accurately the risks involved. Because of the
transactional nature of the business and the greater risks generally involved,
margins on facultative business are usually higher than on treaty business.
NON-TRADITIONAL/FINITE REINSURANCE
Non-traditional/finite reinsurance involves structured reinsurance
solutions tailored to meet an individual cedent's strategic and financial
objectives. Property and casualty risks can be reinsured on a
non-traditional/finite basis. Often these reinsurance solutions provide
reinsurance protection across a company's entire insurance portfolio. For
instance, a whole account aggregate stop loss, whether single year or multi-year
in design, provides protection for a company from deterioration in its accident
year results. Another common solution is a loss portfolio transfer, which can
take many forms, and which is frequently used to assist companies in efficiently
and effectively exiting lines of business or facilitating insurance entity sales
transactions. With increasing frequency, non-traditional/finite reinsurance has
been utilized in various ways to assist companies in managing property
catastrophe exposures and other loss exposures from single or multiple events
which, in the aggregate, could be significant. Because of the constantly
changing industry and regulatory framework, as well as the changing market
demands facing insurance companies, the approaches utilized in
non-traditional/finite programs are constantly evolving and will continue to do
so. We expect to be active participants in the non-traditional/finite
reinsurance business.
In particular, non-traditional/finite reinsurance products are utilized
by customers whose needs may not be met efficiently through traditional
reinsurance products, specifically, customers who seek to dampen volatility
associated with the insurance or reinsurance pricing cycle, adjust their
exposure to specific geographic areas or lines of business, increase their level
of retention over a period of time, minimize existing and potential liabilities
in connection with extraordinary corporate events, such as a merger or
acquisition, and manage their capital during periods of rapid growth. These
customers use non-traditional/finite products principally to mitigate volatility
in earnings and capital as well as to transfer insurance risks. The structure of
the product will depend on whether the concern about volatility relates
primarily to statutory capital and loss ratios, or to reported earnings under
the customer's accounting basis for investors, e.g., International Accounting
Standards, U.S. GAAP or other sovereign GAAP. Income tax treatment will also
affect the products' structure. The more widely used finite products have
similar features but differing terms and limits, depending on the customer's
requirements.
BROKER AND DIRECT REINSURANCE
Reinsurance can be written through reinsurance brokers or directly with
ceding companies. We believe that a ceding company's decision to select either
the broker market or the direct market is influenced by various factors
including, among others, market capacity, market competition, the value of the
broker's advocacy on the ceding company's behalf, the spread of risk,
flexibility in the terms and conditions, an ability to efficiently compare the
analysis and quotes of several reinsurers, the speed of a reinsurance placement,
the historical relationship with the reinsurer and the efficiency of claims
settlement with respect to a coverage. Through the use of reinsurance brokers, a
reinsurer may be able to avoid the need to develop a large staff dedicated to
particular
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reinsurance markets and to maintain the flexibility to move into other
reinsurance markets when it perceives opportunities. We believe that the use of
reinsurance brokers will allow us to avoid the significant fixed cost of
maintaining a sales force. We believe that brokers are particularly useful in
assisting clients in arranging excess-of-loss reinsurance programs. We expect to
underwrite a substantial majority of our reinsurance through brokers and, to a
much more limited extent, may also contract directly with ceding companies.
RETROCESSION
Reinsurers typically purchase reinsurance to cover their own risk
exposure or to increase their capacity. Reinsurance of a reinsurer's business is
called retrocession. Reinsurance companies cede risks under retrocessional
agreements to other reinsurers, known as retrocessionaires, for reasons similar
to those that cause primary insurers to purchase reinsurance. These reasons
include reducing liability on individual risks, protecting against catastrophic
losses, stabilizing financial ratios and obtaining additional underwriting
capacity. We plan to purchase and issue retrocessional policies.
REINSURANCE INDUSTRY CONDITIONS AND TRENDS
The reinsurance industry historically has been cyclical, characterized
by periods of price competition due to excessive underwriting capacity as well
as periods when shortages of underwriting capacity have permitted favorable
pricing.
Cyclical trends in the industry and the industry's profitability can
also be affected significantly by volatile and unpredictable developments,
including natural and other disasters, such as hurricanes, windstorms,
earthquakes, floods, fires, explosions and other catastrophic events, including
terrorist attacks, the frequency and severity of which are inherently
unpredictable. We believe that property and casualty reinsurance rates often
rise in the aftermath of significant catastrophe losses. As claims are reserved,
the industry's capacity to write new business diminishes. The industry is also
affected by changes in the propensity of courts to expand insurance coverage and
grant large damage awards, as well as fluctuations in interest rates and other
changes in the economic environment that affect market prices of investments.
As a result of favorable loss levels and strong investment returns
beginning in 1995, the reinsurance industry entered a cycle of increased
competition and industry capacity, which pushed property and casualty premium
rates down. However, in 1999, there were several significant worldwide
catastrophic events, which resulted in insured losses of approximately $31
billion. These losses, and the subsequent contraction of capacity in the market,
fueled improvements in rates, terms and conditions beginning with January 2000
renewals. These improvements continued in 2001 with a number of catastrophic
events in the first half of the year, and were accelerated by the terrorist
attack of September 11, 2001. With insured losses estimated to be in the range
of $30 billion to $35 billion, the terrorist attack resulted in the largest
insured losses ever experienced by the industry. By comparison, the largest
insured catastrophic event prior to the attack was Hurricane Xxxxxx in 1992
with $20 billion in estimated losses.
We believe that the insured losses of 2001 have reduced the industry's
capacity to write new business. At the same time, it appears that the heightened
awareness that commercial properties are exposed to a variety of risks, and the
perception that certain regions of the world may be underinsured, have increased
the demand for property-related insurance and reinsurance. As a result, with
respect to January, April and July 2002 renewals, St. Xxxx Re experienced
substantial rate increases, generally ranging from 20% to 50% depending on the
line of business. We expect that the current imbalance between the increased
demand for property-related insurance and reinsurance and the reduced supply of
this type of coverage will continue to fuel improved rates, terms and conditions
for at least the immediate future.
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Following the terrorist attack of September 11, 2001, there is
uncertainty in the insurance and reinsurance markets about the extent to which
future coverages will extend to terrorist acts. There is also uncertainty about
the definition of terrorist acts. We believe that coverage of claims that are
the result of terrorist acts (as they are ultimately defined by industry and
government standards) will generally be excluded from property catastrophe
reinsurance contracts covering large commercial risks, above specified property
values, but generally will not be excluded for smaller commercial coverages,
personal lines or other coverages. Accordingly, we expect that we will incur
exposure to terrorist acts. The effect of potential U.S. and other governmental
intervention on the insurance and reinsurance markets we serve, including on the
extent to which coverage for terrorist acts will be offered by the insurance and
reinsurance markets in the future, is uncertain. Coverage for losses resulting
from terrorist acts may be offered separately in the reinsurance market, and we
may or may not offer such coverage in the future. If our and the insurance
industry's attempts to exclude coverage for terrorist acts were to fail, we
could incur large unexpected losses if further terrorist attacks occur.
OUR BUSINESS
GENERAL
Platinum Holdings is a newly formed Bermuda insurance holding company.
Our objective is to provide on a worldwide basis, through our licensed operating
subsidiaries Platinum US, Platinum UK and Platinum Bermuda, property, casualty,
marine, accident and health and finite reinsurance coverages to a diverse
clientele of insurers and select reinsurers. Platinum UK and Platinum Bermuda
are newly formed companies and, as such, have no prior operating history or loss
reserve run-off. Platinum US was formed in 1995 and is a licensed insurance
company and wholly owned subsidiary of St. Xxxx incorporated and domiciled in
the state of Maryland. Platinum US has been an inactive company with no prior
operating history and no exposure to adverse loss development. Upon completion
of the Public Offering, we will own Platinum US and Platinum UK through Platinum
Ireland, our newly formed and wholly owned intermediate Irish holding
subsidiary. We expect that Platinum Ireland will conduct no business operations
of its own other than owning Platinum US (through Platinum Finance, which will
conduct no business operations of its own other than to raise funds for Platinum
US through the issuance of senior notes constituting part of the equity security
units offered concurrently with the Public Offering) and Platinum UK. However,
we intend to explore the possibility of using Platinum Ireland as a platform for
the development of a reinsurance business concentrating on continental Europe.
The following chart summarizes our corporate structure upon completion of the
transactions contemplated by this prospectus.
[ORGANIZATIONAL CHART]
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We intend to organize our worldwide reinsurance business around the
following three operating segments: Global Property and Marine, Global Casualty
and Finite Risk. In each of our operating segments, we intend to offer our
reinsurance solutions to providers of commercial and personal lines of property
insurance as well as casualty insurance. We expect to underwrite most of our
reinsurance through brokers but we may also contract directly with ceding
companies, which will give us the flexibility to pursue business in accordance
with our ceding companies' preferred reinsurance purchasing channels. We intend
to write substantially all of our reinsurance business through treaties rather
than on a facultative basis, and a substantial majority on an excess-of-loss
basis rather than on a proportional basis.
We expect to operate principally as a lead or quoting reinsurer on the
treaties in which we participate. Generally, the lead or quoting reinsurer
negotiates with the ceding company and the broker to establish the proposed
terms of coverage, including the premium rate and retention level for
excess-of-loss contracts. When not acting as the leading or quoting reinsurer on
a particular treaty, we may seek to actively negotiate additional terms or
conditions. We believe that, consistent with our underwriting strategy,
operating as a lead or quoting reinsurer will allow us to establish walk-away
prices and focus on profitability rather than market share. In addition to the
benefit of leading negotiations of contract terms and prices, we believe that
operating as a lead or quoting reinsurer will aid us in the development of close
and continuing relationships with brokers and ceding companies. We also believe
that operating as a lead or quoting reinsurer will result in our receiving
solicitations from brokers for a broader range of business and provide us with
greater access to preferred risks.
COMPETITIVE STRENGTHS
We believe that we will have the benefits of being both an established
business and a new market entrant because of our management's reputation and St.
Xxxx Re's experience and contacts in the reinsurance market, our unencumbered
capital base and our expectation that the Assumed Reinsurance Contracts and our
right to seek to renew St. Xxxx Re's other contracts will be a long-term source
of business to us. As a well-capitalized company with reinsurance as our single
focus, we believe we will be able to expand our relationships with existing
clients and establish relationships with new clients.
We expect our initial portfolio to contain a variety of businesses
which we believe would normally take a significant time to develop. Upon
completion of the Public Offering, we expect to be diversified across several
types of coverage with approximately two-thirds of our premiums coming from
traditional property and casualty reinsurance and one-third from finite
reinsurance. We believe that the existing portfolio of business generated by St.
Xxxx Re represents a valuable asset given the renewal nature of the reinsurance
industry and the importance of continuity of relationships and information.
We believe that the market perceptions and reputation established by
St. Xxxx Re with respect to service and responsiveness will benefit us in light
of the transfer of personnel and underwriting activities from St. Xxxx Re to us.
We also believe that we will enjoy a reputation with our brokers and clients for
promptly responding to underwriting submissions and consistent underwriting
standards that emphasize long term profitability over premium growth or market
share.
We believe that the use of reinsurance brokers as our principal source
of business provides us with an advantage over direct writers in adjusting
treaty participations upward or downward to reflect changing market conditions,
as well as discontinuing any participation in treaties if rates and terms are no
longer attractive. In addition, we believe that the use of reinsurance brokers
will allow us to avoid the significant fixed cost of maintaining a sales force.
Furthermore, we believe that access to new opportunities on new treaties for
existing clients or new clients are facilitated by using the broker distribution
channel, due to the syndicated placement of the business.
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PLATINUM'S STRATEGY
Our goal is to achieve superior long-term returns for our shareholders,
while establishing Platinum as a conservative risk manager and market leader in
certain classes of property and casualty reinsurance.
- BUILD OUR FUTURE ON A STRONG FOUNDATION. We will commence
operations with the benefit of the Transferred Business:
- RENEWAL RIGHTS AND ASSUMED REINSURANCE CONTRACTS. Our
initial portfolio will contain a diversity of
business that would normally take many years to
develop. We will be acquiring St. Xxxx Re's existing
customer lists and the right to seek to renew its
continuing in-force reinsurance contracts, which
produced 2001 pro forma net premiums written of
approximately $1.4 billion. Our business is expected
to be diversified between property contracts, which
tend to be short-tail in nature (where ultimate
losses are known relatively quickly), and casualty
contracts, which tend to be long-tail in nature
(where ultimate losses may not be known for many
years). Property catastrophe reinsurance will be a
principal focus and will initially constitute a
diversified global book of business in excess of $100
million in annual net premiums written.
- FULLY OPERATIONAL INFRASTRUCTURE. We will select
experienced employees from the skilled St. Xxxx Re
employee base. These employees have broker and ceding
company relationships and underwriting pricing and
claims experience that will allow us to be fully
staffed and operational in key underwriting and
support functions. We believe that this strong
foundation will allow us to offer clients and brokers
a full range of products, support and service
immediately following the completion of the Public
Offering.
- ADD NEW EXECUTIVE LEADERSHIP TO EXISTING TALENT. In order to
take full advantage of the historical strengths of St. Xxxx
Re, we have significantly strengthened our senior management
team with the addition of Xx. Xxxxxx and Xx. Xxxxxx. Xx.
Xxxxxx and Xx. Xxxxxx have extensive experience in leading
publicly traded reinsurance companies and intend to implement
a number of initiatives to capitalize on the strengths of St.
Xxxx Re to create a more focused and more profitable
reinsurance business. We expect these initiatives to include
implementing a new underwriting strategy, improving risk
management and reducing operating expenses.
- FOCUS ON PROFITABILITY, NOT MARKET SHARE. Our new
management team intends to pursue a strategy that
emphasizes underwriting discipline and profitability
over market share. Key elements of this strategy will
be prudent risk selection, appropriate pricing
through strict underwriting discipline and adjusting
our business mix to respond to changing market
conditions. We intend to increase our writing of
lines of business, such as property catastrophe
excess-of-loss and property risk excess- of-loss,
which we believe will contribute to our long-term
profitability.
- EXERCISE DISCIPLINED UNDERWRITING AND RISK
MANAGEMENT. We intend to exercise risk management
discipline by (i) maintaining a diverse spread of
risk in our book of business across products and
geographic zones, (ii) focusing on excess-of-loss
contracts as opposed to proportional contracts, and
(iii) reducing our aggregate catastrophe exposure
relative to historical levels through more
sophisticated management of property catastrophe
aggregate exposures.
- OPERATE A LEAN AND EXPENSE-FOCUSED UNDERWRITING
BUSINESS. We believe a lean underwriting culture will
support our focus on profitability and allow us to be
more responsive to changing market conditions. We
intend to keep our headcount low and maintain a
limited number of offices. We expect to have
approximately 150 employees at the completion of the
Public Offering. The number of underwriting offices
was reduced by St. Xxxx Re from ten at January 1,
2001 to five as of June 30, 2002. In addition, we
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expect to originate most of our business from
brokers, rather than directly from ceding companies,
which we believe will keep our expenses low.
- GROW OUR BUSINESS BY LEVERAGING OUR GLOBAL PLATFORM. We intend
to operate in all three of the world's leading reinsurance
markets with offices in New York, London and Bermuda. St. Xxxx
Re has conducted authorized reinsurance activities in the U.S.
and London for many years, and has been well established as a
lead underwriter in excess casualty, property catastrophe and
certain other classes of reinsurance. Our new Bermuda
subsidiary will provide us with both a new market in which to
write reinsurance and the flexibility to provide reinsurance
products that are best facilitated by an offshore company.
- OPERATE FROM A POSITION OF FINANCIAL STRENGTH. As a newly
formed company, our initial capital position is unencumbered
by any development of loss reserves for business written prior
to January 1, 2002, We intend to operate the Company with a
target capitalization consistent with our ratings objectives.
We expect to have between approximately $949 million and $987
million of total capital following the Public Offering, the
ESU Offering, the St. Xxxx Investment and the RenaissanceRe
investment, assuming no exercise of the underwriters', St.
Paul's or RenaissanceRe's options to purchase additional
Common Shares in connection with the Public Offering or
additional equity security units, to support our anticipated
underwriting activities. Our investment strategy will focus
on security and stability in our investment portfolio by
maintaining a diversified portfolio that will consist
primarily of investment grade fixed-income securities. We
believe these factors, combined with our strict underwriting
discipline, will allow us to maintain our strong financial
position and to be opportunistic when market conditions are
most attractive.
OUR LINES OF BUSINESS
We intend to organize our worldwide reinsurance business around the
following three operating segments: Global Property and Marine, Global Casualty
and Finite Risk. On the pro forma basis described under "Pro Forma Financial
Information", we had net premiums written of $1,382 million for the year ended
December 31, 2001, $602 million for the six months ended June 30, 2002, and $583
million for the six months ended June 30, 2001. We expect that our global
reinsurance business will be comprised primarily of the types of reinsurance set
forth below, which we have grouped in accordance with our three operating
segments. The following table sets forth, on a pro forma basis, the distribution
by operating segment and by type of reinsurance, of our net premiums written for
the year ended December 31, 2001, and the six month periods ended June 30, 2002
and 2001. For a more detailed discussion of the pro forma combined results of
underwriting, see "Management's Discussion and Analysis of Pro Forma Financial
Condition and Underwriting Results".
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SIX MONTHS ENDED JUNE 30,
--------------------------- YEAR ENDED
2002 2001 DECEMBER 31, 2001
------------ ------------ -----------------
% % %
$ TOTAL $ TOTAL $ TOTAL
----- ----- ----- ----- ------ -------
($ IN MILLIONS)
GLOBAL PROPERTY AND MARINE
Excess-of-loss 162 27% 132 23% $ 249 18%
Proportional 50 8% 36 6% 66 5
---- ---- ---- ---- ------ ----
Total Global Property And Marine 212 35% 168 29% 315 23
---- ---- ---- ---- ------ ----
Global Casualty
Excess-of-loss 197 33% 208 36% 440 32
Proportional 45 7% 76 13% 152 11
---- ---- ---- ---- ------ ----
Total Global Casualty 242 40% 284 49% 592 43
---- ---- ---- ---- ------ ----
Finite Risk 148 25% 124 22% 475 34
---- ---- ---- ---- ------ ----
Total 602 100% 576 100% $1,382 100%
==== ==== ==== ===== ====== ====
The following table sets forth, on a pro forma basis, the distribution
by operating segment and by location of the cedent of our net premiums written
for the year ended December 31, 2001, and the six months ended June 30, 2002 and
2001.
SIX MONTH ENDED JUNE 30,
--------------------------- YEAR ENDED
2002 2001 DECEMBER 31, 2001
------------ ------------ -----------------
% % %
$ TOTAL $ TOTAL $ TOTAL
----- ----- ----- ----- ------ -------
($ IN MILLIONS)
GLOBAL PROPERTY AND MARINE
United States 112 18% 91 16% $ 173 13%
International 100 17% 77 13% 142 10
---- ---- ---- ---- ------ ----
Total Global Property And Marine 212 35% 168 29% 315 23
---- ---- ---- ---- ------ ----
Global Casualty
United States 203 34% 230 40% 485 35
International 39 6% 54 9% 107 8
---- ---- ---- ---- ------ ----
Total Global Casualty 242 40% 284 49% 592 43
---- ---- ---- ---- ------ ----
Finite Risk
United States 89 15% 67 12% 266 19
International 59 10% 57 10% 209 15
---- ---- ---- ---- ------ ----
Total Finite Risk 148 25% 124 22% 475 34
---- ---- ---- ---- ------ ----
Total 602 100% 576 100% $1,382 100%
==== ==== ==== ==== ====== ====
GLOBAL PROPERTY AND MARINE
The Global Property and Marine operating segment will include
principally property and marine reinsurance coverages that will be written both
in the United States and international markets. We expect that the majority of
the property business will consist of catastrophe excess-of-loss reinsurance
treaties. We expect that this global operating segment will also include
property per risk excess-of-loss treaties and property pro rata treaties. We
expect that marine reinsurance will include coverage for hull and cargo as well
as third party marine coverages for "protection and indemnity" and excess
liabilities, primarily under excess-of-loss treaties. We may write a limited
amount of other types of reinsurance on an opportunistic basis. Following the
completion of the Public Offering we expect the proportion of our net premiums
written generated by the Global Property and Marine segment to increase relative
to 2001 levels.
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- PROPERTY. We expect that our property reinsurance activities
will emphasize catastrophe excess-of-loss reinsurance. Such
contracts will provide a defined limit of liability,
permitting us to quantify our aggregate maximum loss exposure.
By contrast, maximum liability under pro rata contracts is
more difficult to quantify precisely within the occurrence
limits that are normally part of the contracts. Quantification
of loss exposure will be fundamental to our ability to manage
our loss exposure through geographical zone limits and program
limits.
In addition, when our pricing standards are met, we may, to a
limited extent, write other property coverages, including per
risk excess-of-loss or pro rata treaties. In writing per risk
excess-of-loss business we intend to avoid lower layers in
favor of higher layers. These lines will diversify risk
(although they involve some catastrophe exposure) and thus
reduce the volatility in results of operations caused by
catastrophes. We will enter into a Services and Capacity
Reservation Agreement with RenaissanceRe which provides for a
periodic review and assistance in measuring risk and managing
aggregate catastrophe exposures. For a discussion of our
Services and Capacity Reservation Agreement with
RenaissanceRe, see "Certain Relationships and Related
Transactions--The RenaissanceRe Investment--Business
Arrangements--Services and Capacity Reservation Agreement".
Excess-of-loss contracts will also help us to control our
underwriting results by increasing our flexibility to determine
premiums for reinsurance at specific retention levels, independent of
the premiums charged by primary insurers, and based upon our own
underwriting assumptions. Also, because primary insurers typically
retain a larger loss exposure under excess-of-loss contracts, we
believe that they have a greater incentive to underwrite risks and
adjust losses in a prudent manner.
- MARINE. We intend to provide reinsurance coverage of marine
and offshore energy insurance programs. We expect that
coverages reinsured will include hull damage, protection and
indemnity, cargo damage and general marine liability. We
expect that such reinsurance treaties will include
excess-of-loss as well as proportional treaties. We will
emphasize excess-of-loss treaties that provide for an
evaluation using experience and exposure pricing models.
GLOBAL CASUALTY
The Global Casualty segment will include principally general and
automobile liability, professional liability, workers' compensation, accident
and health and casualty clash coverages. We also expect to include accident and
health reinsurance treaties in the form of self-insured aggregate medical stop
loss coverages, which go into effect when a self-insuring employer's total group
health insurance claims attain a certain level, as well as other types of
coverages as opportunities develop. We intend to generally write reinsurance
coverage in this segment through excess-of-loss treaties, including umbrella
coverages, which protect against losses in excess of amounts covered by other
policies, although we expect to reinsure selected classes of casualty business
on a pro rata basis, including accident and health business. Following the
completion of the Public Offering, we expect the proportion of our net premiums
written generated by the Global Casualty segment to decrease relative to 2001
levels.
- GENERAL AND AUTOMOBILE LIABILITY. We intend to reinsure
accident and casualty risks and collision damage of motor
vehicles. Automobile insurance can include coverage in three
major areas--casualty, accident benefits and physical damage.
Casualty insurance provides coverage payment for injuries and
for property damage to third parties. Accident benefits
insurance provides coverage for loss of income and medical and
rehabilitation expenses for insured persons who are injured in
an automobile accident, regardless of fault. Physical damage
insurance provides for payment of damages to an insured
automobile arising from a collision with another object or
from other risks such as fire or theft.
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In addition, we expect to provide a broad range of coverage
for reinsurance of industrial, manufacturer, operational,
environmental, product and general third party liability. We
expect that our general and automobile liability reinsurance
products will generally be written on an excess-of-loss basis.
We may, however, consider selected accounts to be written on a
proportional or pro rata basis to the extent that such
business satisfies our profitability standards.
- PROFESSIONAL LIABILITY. We intend to write reinsurance
treaties for professional liability programs, including
directors and officers liability insurance and errors and
omissions liability insurance. We expect that, in most
circumstances, the underlying insurance products will be
written on a claims-made form, which requires claims related
to the liabilities insured under the policy to be submitted to
the insurer while the policy is in force. We intend to employ
underwriters and pricing actuaries who specialize in
professional liability and we expect to seek to reinsure
professional liability programs and lines of casualty business
where and to the extent we believe past experience permits a
reasonably accurate estimation of premium adequacy. We intend,
however, to underwrite new exposures after a comprehensive
evaluation of the capability of the ceding company, a clear
understanding of the type of product, and establishment of
underwriting and operating procedures.
- WORKERS' COMPENSATION. We intend that our workers'
compensation coverages will provide flexible solutions that
can help our clients manage their global workers' compensation
risks. We expect to reinsure workers' compensation on a
per-claimant basis as well as on a catastrophe occurrence
basis. We expect that our workers' compensation reinsurance
offerings will range from complete coverage of a full workers'
compensation program to specific carve-out coverages that
address a client's targeted concerns.
- ACCIDENT AND HEALTH. We intend to provide accident and health
reinsurance, typically in the form of self-insured aggregate
medical stop-loss coverages, referred to as "employers stop
loss covers". On a less frequent basis, we also expect to
write medical providers stop-loss, first dollar health
insurance and other reinsurance of health providers. We expect
to rely principally on managing general underwriters as
intermediaries in connection with this line of business.
- CASUALTY CLASH. We expect that our casualty clash coverages
will cover losses arising from a single set of circumstances
(an occurrence) covered by more than one cedent's insurance
policy or multiple claimants on one policy. We expect to limit
our exposure to a proportion of the cedent's loss in excess of
a specified per occurrence retention up to a specified limit.
FINITE RISK
The Finite Risk operating segment will include principally finite
reinsurance solutions to cedents whose needs may not be met efficiently through
traditional reinsurance products. We intend to focus on providing such clients
with customized solutions for their risk management and other financial
management needs. Whether working directly with the client or through a broker,
we will seek to develop client-specific solutions after spending time with the
client to understand its business needs. We intend to take a uniform risk
assessment approach throughout our worldwide operations as the classes of risks
underwritten through finite products will generally be consistent with the
classes covered using traditional products. See "--Underwriting and Risk
Management". The four main categories of finite products that we intend to sell
are described below:
- MULTI-YEAR EXCESS OF LOSS. These reinsurance contracts often
complement cedents' traditional excess-of-loss reinsurance
programs. They may involve any type of risk, but most often
they cover property and marine. In general, these contracts
are designed so that the cedent funds the normal level of loss
activity over a multi-year period. The reinsurer charges an
additional margin to provide a profit margin and to cover its
costs and the risk that losses are worse than normal. This
type of product will often carry an up-front premium plus
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additional premiums which are dependent on the magnitude of
losses claimed by the ceding company under the contract. The
ceding company generally also participates in a profit sharing
arrangement under this type of reinsurance contract if the
business covered does not generate excessive losses.
- AGGREGATE STOP LOSS. Aggregate stop loss reinsurance contracts
provide broad protection against a wide range of contingencies
that are difficult to address with traditional reinsurance.
They can be offered on a single or multi-year basis, and
provide either catastrophic or attritional loss protection.
- FINITE QUOTA SHARE. Finite quota share reinsurance contracts
limit the reinsurer's underwriting exposure while allowing the
cedent surplus and expense ratio relief.
- LOSS PORTFOLIO TRANSFER AND ADVERSE LOSS DEVELOPMENT. These
types of reinsurance contracts are considered retroactive
reinsurance as they cover past periods for which the loss
events have already occurred, but where all claims have not
yet been made or paid. Retroactive finite reinsurance products
remain an attractive solution for certain clients, who may,
for example, wish to exit a particular line of business,
facilitate a business acquisition (where the reinsurance
contract effectively replaces the seller's requirement to
provide a loss reserve guarantee to the purchaser), or
stabilize statutory capital. Typically, a loss portfolio
transfer will transfer to the reinsurer all risks
underwritten, subject to an aggregate loss limit established
in the contract. Adverse loss development products provide
reinsurance coverage for losses in excess of the carried loss
reserves of the ceding company at the transaction date, or in
some cases at a mutually agreed attachment point, in excess of
existing loss reserves.
MARKETING
We intend to market our reinsurance products worldwide through our
underwriting offices and non-exclusive relationships with more than 50 of the
leading reinsurance brokers active in the U.S. and non-U.S. markets for property
catastrophe reinsurance and other categories of reinsurance in which we will be
active.
On a pro forma basis, based on net premiums written during the three
months ended June 30, 2002, the five brokers from which St. Xxxx Re derived the
largest portions of its business (with the approximate percentage of St. Xxxx
Re's business derived from such brokers and their affiliates) are Aon
Corporation (25.5%), Xxxxx & XxXxxxxx Companies (20.9%), Xxxxxxxx Xxxxxx Inc.
(19.6%), Xxxxxx Group Holdings (9.4%) and Towers Xxxxxx (3.0%). The loss of any
of these top five brokers could have a material effect on the amount of
reinsurance business that we obtain and consequently the reinsurance premiums
that we receive. On a pro forma basis, during the year ended December 31, 2001,
St. Xxxx Re had in force reinsurance contracts with 146 ceding companies that
were not derived from a reinsurance broker; otherwise, products are marketed
exclusively through brokers. All brokerage transactions are entered into on an
arm's-length basis. During 2001, on a pro forma basis, one ceding insurer
accounted for more than 6% of St. Xxxx Re's premiums written and no other single
ceding insurer accounted for more than 3%. Based on the Company's strategy,
which includes our intention to employ key St. Xxxx Re personnel and to maintain
our presence in our lines of business, management expects to maintain strong
relationships with these brokers.
We expect that brokers will perform data collection, contract
preparation and other administrative tasks, enabling us to market our
reinsurance products cost effectively by maintaining a small staff. We intend to
rely largely on reinsurance brokers to market our products. We believe that by
relying largely on reinsurance brokers, we will be able to avoid the expense and
regulatory complications of worldwide offices, thereby minimizing fixed costs
associated with marketing activities. We believe that by maintaining close
relationships with brokers, we will be able to obtain access to a broad range of
potential reinsureds.
87
The following table sets forth, on a pro forma basis, net premiums
written and the percentage of St. Xxxx Re's premiums allocated to the geographic
location of the ceding company for St. Xxxx Re's aggregate operations. For a
more detailed discussion of the pro forma results of underwriting, see
"Management's Discussion and Analysis of Pro Forma Financial Condition and
Underwriting Results".
SIX MONTHS ENDED JUNE 30,
--------------------------- YEAR ENDED
2002 2001 DECEMBER 31, 2001
-------- -------- ------------------
$ % $ % $ %
----- ----- ----- ----- ------ ------
($ IN MILLIONS)
North America (ex Caribbean) $ 422 70% $ 397 69% $ 968 70%
Caribbean 36 6 29 5 83 6
Latin America 6 1 6 1 14 1
Far East 18 3 29 5 55 4
Continental Europe 36 6 52 9 110 8
United Kingdom 78 13 57 10 138 10
Other 6 1% 6 1% 14 1%
----- ---- ----- ---- ------ ----
$ 602 100% $ 576 100% $1,382 100%
===== ==== ===== ==== ====== ====
UNDERWRITING AND RISK MANAGEMENT
We intend to have a disciplined approach to underwriting and risk
management that emphasizes a profit orientation rather than a premium volume or
market-share oriented approach. In addition to geographic zones, we intend to
seek to limit our overall exposure to risk by limiting the amount of reinsurance
we will supply in accordance with a particular program or contract, so as to
achieve diversification within and across geographic zones.
We expect our risk management to use a variety of means, including the
use of contract terms, diversification criteria and probability analysis and the
analysis of comparable historical loss experience. We will monitor
concentrations of casualty risk by industry and classes of risk. We intend to
estimate the impact of certain catastrophic events using catastrophe modeling
software and contract information to evaluate our exposure to losses from
individual contracts and in the aggregate. For example, we expect that the
majority of the natural catastrophe reinsurance we will write will relate to
exposures within the United States, Europe and Japan. Accordingly, we will
monitor our exposure to natural catastrophic events that affect these regions,
such as U.S. hurricane, California earthquake, European windstorm and Japanese
typhoon or earthquake events.
We will seek to limit our potential loss, pre tax, but after
reinstatement and other premiums received due to the loss, from a single
one-in-250-year catastrophe on a probable maximum loss basis, after giving
effect to our retrocessional programs, to no more than 30% of our shareholders'
equity. There can be no assurance that our underwriting risk management
procedures and our retrocessional programs will successfully limit actual losses
to such amount and losses from a single catastrophe may materially exceed such
amount. The intended limitation in probable maximum loss exposure will rely
significantly on our retrocessional programs and the availability of
retrocessional coverage in the future. There have been, and in the future may
be, periods when retrocessional coverage is not available at all or at rates and
levels which would be acceptable. Loss of all or portions of our retrocessional
coverage could subject us to increased exposure, which could be material. A
limited number of the Assumed Reinsurance Contracts do not contain loss cap
ratios, which means that there is no contractual limit to the losses that we may
be required to pay pursuant to such Assumed Reinsurance Contracts.
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Substantially all property reinsurance business with natural peril
catastrophe exposure will have occurrence limits. Substantially all high layer
property, casualty and marine excess-of-loss business will also contain
aggregate limits in the contracts, with limited reinstatements of an occurrence
limit, which restore the original limit under the contract after the limit has
been depleted by losses incurred on that treaty. We intend to use our
proprietary models to assess the pricing adequacy, underwriting profitability
and investment returns to be expected from our reinsurance underwriting. We
expect that our actuarial and underwriting departments will work together to
establish an accurate pricing model for these purposes.
In addition, we will have available for our use the historical loss
experience of St. Xxxx Re to assist us in pricing individual treaties and
overall lines of business. We believe that this information provides us with a
significant benefit in the underwriting of future contracts and in the renewal
thereof. We expect to maintain the normal maximum program limits described under
"--Geographic Diversification" below. We will also attempt to distribute our
exposure across a range of attachment points, or the amount of claims that have
to be borne by the ceding insurer before our reinsurance coverage applies.
Attachment points will vary and will be based upon an assessment of the ceding
insurer's market share of property perils in any given geographic zone to which
the contract relates, as well as the capital needs of the ceding insurer.
Before we review any program proposal, we intend to consider the
appropriateness of the cedent, including the quality of its management and its
capital and risk management strategy. In addition, we intend to require that
each proposed reinsurance program include information on the nature of the
perils to be included and detailed aggregate information as to the location or
locations of the risks covered under the catastrophe contract. We would also
expect to request information on the cedent's loss history for the perils being
reinsured, together with relevant underwriting considerations, which Would
impact exposures to catastrophe reinsurers. We expect to first evaluate
exposures on new programs in light of the overall zone limits in any given
catastrophe zone, together with program limits and contract limits, to ensure a
balanced and disciplined underwriting approach. If the program meets all these
initial underwriting criteria, we expect to then evaluate the proposal in terms
of its risk/reward profile to assess the adequacy of the proposed pricing and
its potential impact on our overall return on capital.
We plan to extensively use sophisticated modeling and other technology
in our underwriting process. We expect that each submission received will be
registered on the reinsurance data system that we will use for both underwriting
and aggregate control purposes. This system will enable both management and
underwriters to have on-line information regarding both individual exposures and
zonal aggregate concentrations. We expect that submissions will be recorded to
determine and monitor their status as being pending, authorized, or bound.
In addition to the reinsurance data system, we expect to use computer
modeling to measure and estimate loss exposure under both simulated and actual
loss scenarios and in comparing exposure portfolios to both single and multiple
events. We expect to contract with Applied Insurance Research for the use of
Cattrader and EQE for the use of Equecat, and we also plan to use RMS models as
part of our modeling approach. We expect to take an active role in the
evaluation of these commercial catastrophe pricing models, providing feedback to
the modeling companies to improve the efficiencies of these models. These
computer-based loss modeling systems utilize Best's data and direct exposure
information obtained from our clients to assess each client's catastrophe
management approach and adequacy of their program's protection. We believe that
modeling is a very important part of the underwriting criteria for catastrophe
exposure pricing. We expect to apply proprietary analysis of the catastrophe
exposure to supplement the model output in certain territories. The majority of
our expected client base also use one or more of the various modeling consulting
firms in their exposure management analysis. In addition, we
89
intend to sometimes perform or contract for additional modeling analysis when
reviewing our global commitments. We expect that the combination of reinsurance
system information, together with the various commercial models we expect to
employ, will enable us to monitor and control our acceptance of exposure on a
global basis. We also intend to use proprietary risk modeling systems to measure
expected losses for perils other than hurricane and earthquake and that include
allowances for expenses and profit in pricing.
We expect to seek to limit our overall exposure to risk by pursuing a
disciplined underwriting strategy which will limit the amount of reinsurance we
will supply in accordance with a particular program or contract so as to achieve
diversification within and across geographical zones. Commencing January 2002,
St. Xxxx Re has maintained normal maximum program limits of $5 million on risk
programs, $6 million on casualty clash programs and $20 million on property
catastrophe programs. In a small number of instances, we may exceed these
limits. A limited number of the Assumed Reinsurance Contracts do not contain
loss cap ratios, which means that there is no contractual limit to the losses
that we may be required to pay pursuant to such Assumed Reinsurance Contracts.
We intend to establish a procedure for underwriting control to ensure
that all acceptances are made in accordance with our underwriting policy and
aggregate control. We expect that each underwriting individual will be given an
underwriting authority limit, and that underwriting amounts above those limits
will have to be submitted for approval to the chief underwriting officer.
Generally, about 50% of premiums we write each year are expected to be
for contracts which have effective dates in January, about 20% in April, about
20% in July and the remainder at other times throughout the year. Premiums are
generally due in installments over the contract term, with each installment
generally received within 30 days after the due date.
GEOGRAPHIC DIVERSIFICATION
We intend to seek, based on the location of the risk, to diversify our
exposure across geographic zones around the world in order to obtain a favorable
spread of risk. We intend to limit the coverage we provide for risks located in
particular zones, so as to maintain our aggregate loss exposure from all
contracts covering risks believed to be located in that zone, to a predetermined
level. We intend to monitor concentrations of risk in any particular geographic
area, and to seek to avoid accumulations of property risks located in areas
considered to have a higher probability of natural catastrophes, such as the
West Coast states, the Gulf Coast and Southeastern United States, as well as the
Caribbean, Japan, Northern Europe and other exposed international territories.
We expect to establish the predetermined levels referred to in the
prior paragraph annually on the basis of, and as a proportion of, shareholders'
equity. If a proposed reinsurance program would cause the limit then in effect
to be exceeded, we would expect to decline the program, regardless of its
desirability, unless we utilize retrocessional coverage, thereby reducing the
net aggregate exposure to the maximum limit permitted, or less. If we were to
suffer a net financial loss in any fiscal year, thus reducing shareholders'
equity, we would attempt to reduce the limits per zone in the following year,
with the possible effect that we would thereafter reduce existing business in a
zone exceeding such limit.
We intend to track our catastrophe exposures in all significant
countries around the world. We intend to maintain a database of our exposures in
each country and to conservatively estimate our probable maximum loss in each
country for the perils to which that country is subject (e.g., earthquakes,
hurricanes, and floods.) We expect to base our estimates on catastrophe models
and underwriting assessments. In addition, we expect to use catastrophe modeling
to review exposures
90
on events that cross country borders such as wind events that may affect the
Caribbean and Florida or the U.K. and Continental Europe. The largest exposures
are expected to be in the U.S. for earthquake and hurricane, in the U.K. for
flood and wind, and in Japan for earthquake and wind.
We recognize that events may affect more than one zone, and to the
extent we intend to reinsure a ceding insurer with a loss exposure in more than
one zone, we intend to consider such potential loss in testing its limits in all
such affected zones. For example, a program with worldwide exposure may be
subject to limits in the North America zones as well as other zones around the
world, as applicable. This results in very substantial "double-counting" of
exposures in determining utilization of an aggregate within a given zone.
Consequently, the total sum insured may be less than the sums of utilized
aggregates for all of the zones.
RETROCESSIONAL REINSURANCE
We expect to obtain retrocessional reinsurance to, among other things,
reduce volatility in general, and to increase our capacity offered on individual
reinsurance programs.
The major types of retrocessional coverage we expect to purchase will
include the following:
- specific coverage for certain property, marine and casualty
exposures,
- catastrophe coverage for property business, and
- corporate level coverage for the potential accumulation or
aggregation of exposures across some or all of our operations.
We may purchase further retrocessional coverage on an opportunistic
basis. For a discussion of our Investment Agreement with St. Xxxx and
RenaissanceRe, see "Certain Relationships and Related Transactions--the
RenaissanceRe Investment".
We expect that our decisions with respect to purchasing retrocessional
coverage will consider both the potential coverage and market conditions with
respect to the pricing, terms, conditions and availability of such coverage,
with the aim of securing cost-effective protection. We expect that the level of
retrocessional coverage will vary over time, reflecting the underwriter's and/or
our view of the changing dynamics of both the underlying exposure and the
reinsurance markets.
We expect that, prior to entering into a retrocessional agreement, we
will analyze the financial strength and rating of each retrocessionaire. We
expect that retrocessional coverage will generally be derived from companies
rated "A" or better by Best's. Afterwards, the financial performance and rating
status of all material retrocessionaires will be monitored. Retrocession
agreements do not relieve us from our obligations to the insurers and reinsurers
from whom we assume business. The failure of retrocessionaires to honor their
obligations could result in losses to us.
For 2002, St. Xxxx Re purchased an accident year aggregate
excess-of-loss retrocession agreement which provides up to $200 million of
coverage if the accident year loss ratio exceeds a specified loss ratio
attachment point for the 2002 accident year. This retrocessional agreement will
cover risks retained by St. Xxxx Re and risks underwritten by Platinum with
respect to the 2002 accident year. The attachment point is net of inuring
retrocessions and includes adjustable premium provisions that effectively cause
the Company to pay to the retrocessionaire, on a pre-tax income basis, up to 50%
of such ceded losses, through additional premiums.
Platinum Bermuda expects to reinsure up to approximately 70% of
Platinum US's and a portion of Platinum UK's reinsurance written by each of them
after the Public Offering excluding business subject to the Quota Share
Retrocession Agreements. St. Xxxx will write reinsurance in the U.K. and
91
reinsure it 100% to us for up to one year following the completion, of the
Public Offering or the date on which Platinum UK receives its authorization (if
earlier). For a discussion of potential future limits on the portion of the
reinsurance written by Platinum UK after the Public Offering which can be
reinsured to Platinum Bermuda, see "Business--Our Business--Regulation--U.K.
Regulation--Proposed Limits on Concentration of Reinsurance Exposures".
CLAIMS ADMINISTRATION
With respect to the Assumed Reinsurance Contracts, claims will be
managed by St. Paul's claims department, with our supervision and management,
pursuant to a Run-off Services Agreement described below under "Certain
Relationships and Related Transactions--Run-off Services Agreements". We will
reimburse St. Xxxx for costs of managing these claims. Platinum may, at its
discretion and expense, take over administration of any specific claims. Our own
claims department will administer claims arising under our contracts other than
the Assumed Reinsurance Contracts.
The responsibilities of the claims department will include reviewing
initial loss reports, monitoring claims handling activities of clients,
requesting additional information where appropriate, establishing initial case
reserves and approving payment of individual claims. We expect that authority
for payment and establishing reserves will always be established in levels,
depending upon rank and experience.
In addition to managing reported claims and conferring with ceding
companies on claims matters, we expect that the claims department will conduct
periodic audits of specific claims and the overall claims procedures of our
clients at the offices of ceding companies. We expect to rely on the ability to
monitor effectively the claims handling and claims reserving practices of ceding
companies in order to establish the proper reinsurance premium for reinsurance
agreements and to establish proper loss reserves. Moreover, prior to accepting
certain risks, we expect that our underwriters will often request that the
claims department conduct pre-underwriting claims audits of prospective ceding
companies. Through these audits, we intend to attempt to evaluate the ceding
company's claims-handling practices, including the organization of their claims
department, their fact-finding and investigation techniques, their loss
notifications, the adequacy of their reserves, their negotiation and settlement
practices and their adherence to claims-handling guidelines. Following these
audits, we expect that the claims department will provide feedback to the ceding
company, including an assessment of the claims operation and, if appropriate,
recommendations regarding procedures, processing and personnel.
RESERVES
We are required by applicable insurance laws and regulations and U.S.
GAAP to establish reserves for payment of losses and loss adjustment expenses
that will arise from our products. These reserves will be balance sheet
liabilities representing estimates of future amounts required to pay losses and
loss adjustment expenses for insured claims which have occurred at or before the
balance sheet date, whether already known to us or not yet reported. Significant
periods of time can elapse between the occurrence of an insured claim, its
reporting by the insured to the primary insurance company and from the insurance
company to its reinsurance company. Loss reserves fall into two categories:
reserves for reported losses and loss adjustment expenses and reserves for
incurred but not reported, or IBNR, losses and loss adjustment expenses.
Upon receipt of a notice of claim from a ceding company, we will
establish a case reserve for the estimated amount of the ultimate settlement.
Case reserves are usually based upon the amount of reserves reported by the
primary insurance company and may subsequently be supplemented or
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reduced as deemed necessary by our claims department. We will also establish
reserves for loss amounts incurred but not yet reported, including expected
development of reported claims. These IBNR reserves will include estimated legal
and other loss adjustment expenses. We will calculate IBNR reserves by using
generally accepted actuarial techniques. We will utilize actuarial tools that
rely on historical and pricing information and statistical models as well as our
pricing analyses. We will revise these reserves for losses and loss adjustment
expenses as additional information becomes available and as claims are reported
and paid.
Loss reserves will represent our estimates, at a given point in time,
of the ultimate settlement and administration costs of claims incurred, and it
is possible that the ultimate liability may exceed or be less than such
estimates. Such estimates will not be precise because, among other things, they
are based on predictions of future developments and estimates of future trends
in claim severity and frequency and other variable factors such as inflation and
currency exchange rates. During the claim settlement period, it will often
become necessary to refine and adjust the estimates of liability on a claim
either upward or downward, and any such adjustment would affect our results of
operations in the period when the adjustment is determined. Even after such
adjustments, ultimate liability may materially exceed or be less than the
revised estimates. In contrast to casualty losses, which frequently can be
determined only through lengthy, unpredictable litigation, property losses tend
to be reported promptly and settled within a shorter period of time.
Our estimates of reserves from reported and unreported losses and
related reinsurance recoverable assets will be reviewed and updated. Adjustments
resulting from changes in our estimates will be reflected in current income. The
analysis relies upon the basic assumption that past experience, adjusted for the
effect of current developments and likely trends, is an appropriate basis to
estimate our current loss and loss adjustment expense liabilities. Because
estimation of loss reserves is an inherently uncertain process, quantitative
techniques frequently have to be supplemented by professional and managerial
judgment In addition, trends that have affected development of reserves in the
past may not necessarily occur or affect reserve development to the same degree
in the future.
The uncertainty inherent in loss estimation is particularly pronounced
for long-tail lines such as umbrella, general and professional liability and
automobile liability, where information, such as required medical treatment and
costs for bodily injury claims, will only emerge over time. In the overall
reserve setting process, provisions for economic inflation and changes in the
social and legal environment are considered. The uncertainty inherent in the
reserving process for primary insurance companies is even greater for the
reinsurer. This is because of, but not limited to, the time lag inherent in
reporting information from the insurer to the reinsurer and differing reserving
practices among ceding companies. As a result, actual losses and loss adjustment
expenses may deviate, perhaps materially, from expected ultimate costs reflected
in our current reserves.
In setting reserves, we expect to utilize the same integrated,
multi-disciplinary approach that we expect to use to establish our reinsurance
prices. We expect that, after an initial analysis by members of our actuarial
staff, preliminary results will be shared with appropriate underwriters, pricing
actuaries, claims and finance professionals and, as appropriate, senior
management. Final actuarial recommendations will incorporate feedback from these
professionals. To the extent reserves prove to be insufficient to cover actual
losses and loss adjustment expenses after taking into account available
retrocessional coverage, we would have to augment such reserves and incur a
charge to earnings in the period during which such reserves are augmented that
could be material.
Under U.S. GAAP, we will not be permitted to establish loss reserves
until the occurrence of an event which may give rise to a loss. Once such an
event occurs, we will establish reserves based upon estimates of total losses
incurred by the ceding insurers as a result of the event and our
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estimate of the portion of such loss we have reinsured. As a result, only loss
reserves applicable to losses incurred up to the reporting date may be set
aside, with no allowance for the provision of a contingency reserve to account
for expected future losses. Losses arising from future events will be estimated
and recognized at the time the loss is incurred and could be substantial.
Generally, reserves are established without regard to whether we may
subsequently contest the loss. We expect our policy to be to establish reserves
for reported losses based upon reports received from ceding companies,
supplemented by our reserve estimates.
INVESTMENTS
GENERAL GUIDELINES. We intend to develop investment guidelines for the
management of our investment portfolio by third party investment managers.
Although these guidelines are expected to stress diversification of risk,
preservation of capital and market liquidity, investments will be subject to
market-wide risks and fluctuations, as well as risks inherent in particular
securities. The primary objective of the portfolio, to be set forth in the
guidelines, will be to maximize investment returns consistent with appropriate
safety, diversification, tax and regulatory considerations and to provide
sufficient liquidity to enable us to meet our obligations on a timely basis.
These guidelines will be subject to oversight and change at the discretion of
our Board of Directors.
Our investment strategy will take into consideration the risks inherent
in property catastrophe and other reinsurance. For this reason management
expects that our investment policy will be conservative with a strong emphasis
on high quality, fixed maturity investments. We expect that the guidelines will
include limitations with respect to the maximum effective maturity. The duration
of the portfolio will vary according to decisions taken by the investment
advisors on the outlook for interest rate movements, subject to limitations set
forth in the guidelines. The duration limitations set forth in the guidelines
are expected to take into consideration the estimated duration of the
reinsurance liabilities in the business.
Initially, we expect to invest only in investment grade securities. We
do not currently intend to invest any of our portfolio in equity securities,
although we may do so in the future. We do not intend to invest in real estate
or other classes of alternative investments. We expect that our investment
guidelines will contain restrictions and limitations designed to provide
diversification across our portfolio, including limitations on the portion of
the portfolio that may be invested in the securities of any single issue or
issuer, with the exception of sovereign governments or agencies, including
supernational agencies, with prescribed minimum ratings. Our investment managers
may be instructed to invest some of the investment portfolio in currencies other
than U.S. dollars based upon the business we anticipate writing, the exposures
and loss reserves on our books, or regulatory requirements. We expect that our
investment guidelines will provide that financial futures and options and
foreign exchange contracts may not be used in a speculative manner but may be
used, subject to certain numerical restrictions set by the Board of Directors,
only as part of a defensive strategy to protect the market value of investments.
Insurance company investments must comply with applicable laws and
regulations which prescribe the kind, quality and concentration of investments.
In general, these laws and regulations permit investments, within specified
limits and subject to some qualifications, in federal, state and municipal
obligations, corporate bonds, preferred and common equity securities, mortgage
loans, real estate and some other investments.
INVESTMENT MANAGEMENT AGREEMENT. We expect to enter into an investment
management agreement, effective upon completion of the Public Offering, with
Alliance Capital Management L.P., which will provide investment advisory
services to us.
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VALUATION. We expect to classify our entire investment portfolio as
available-for-sale. All of our fixed income securities will be carried at their
estimated fair value, with the difference between amortized cost and the fair
value, net of any deferred taxes, to be charged or credited directly to our
shareholders' equity. We will calculate the fair value based on quoted market
prices, as reported by reputable market data providers such as Bloomberg,
Reuters or Telerate. If quoted market prices are not available, fair values will
be estimated either based on values obtained from independent pricing services
or on a cash flow estimate. Cash equivalents and short-term investments will be
carried at cost, which we expect will approximate fair value. Realized gains and
losses on disposal of investments will be determined based upon specific
identification of the cost of investments sold and will be recorded in our
statements of operations. We will monitor the unrealized difference between the
cost and the estimated fair value of the securities in our portfolio. If the
value of any of our investments declines in a manner that we believe is other
than temporary, we will write down that investment and will record a realized
loss on our statement of operations.
COMPETITION
The property and casualty reinsurance industry is highly competitive
and, except for regulatory considerations, there are relatively few barriers to
entry. We will compete with insurers and reinsurers worldwide, many of which
have greater financial, marketing and management resources than ours. Some of
our competitors are large financial institutions who have reinsurance divisions,
while others are specialty reinsurance companies. Financial institutions have
also created alternative capital market products that compete with reinsurance
products, such as reinsurance securitization. Our principal competitors vary by
type of business. Bermuda-based reinsurers are significant competitors on
property catastrophe business. Lloyd's of London syndicates are significant
competitors on marine business. On international business, the large European
reinsurers are significant competitors. Large U.S. direct reinsurers, as well as
lead U.S.-based broker market reinsurers, are significant competitors on U.S.
casualty business. On an overall basis, we expect that our most significant
competitors will include General Re, Munich Re, Swiss Re, Employers Re, Lloyd's
of London, XL Capital, ACE, Converium Holding, Everest Re, and PartnerRe.
Recently, several individuals and companies in the reinsurance industry
have established new, well-capitalized Bermuda-based reinsurers to benefit from
improved market conditions following the September 11, 2001 terrorist attack,
and several existing competitors have raised additional capital or have
announced plans to do so. Many of the reinsurers who have entered the
reinsurance markets have or could have more capital than we will have. In
addition, there may be established companies or new companies of which we are
not aware that may be planning to commit capital to this market. Competition in
the types of reinsurance business that we underwrite is based on many factors,
including premium charges and other terms and conditions offered, services
provided, ratings assigned by independent rating agencies, speed of claims
payment, claims experience, perceived financial strength and experience and
reputation of the reinsurer in the line of reinsurance to be written. The full
effect of this additional capital on the reinsurance market and on the terms and
conditions of the reinsurance contracts of the types we expect to write may not
be known for some time.
The reinsurance industry is highly concentrated. We estimate that,
based on 2000 net premiums written, the four largest reinsurers currently have a
market share of approximately 49%, and the next ten largest property and
casualty reinsurers currently have a market share of approximately 30%.
Reinsurance companies have sought in recent years to expand their existing
markets, obtain xxxxxxxx xxxx in new markets, including life reinsurance, and
further diversify risk. At the same time, consolidation in the worldwide
insurance industry has created a smaller group of large ceding companies that
are retaining an increasing proportion of their business.
We are aware of a number of initiatives by traditional as well as new
capital market participants to produce alternative products (such as reinsurance
securitizations, catastrophe bonds and various
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derivatives such as swaps) that may compete with certain types of reinsurance,
such as property catastrophe. Over time, these numerous initiatives could
significantly affect supply, pricing and competition in our industry.
RATINGS
Best's is generally considered to be a significant rating agency with
respect to the evaluation of insurance and reinsurance companies. Best's ratings
are based on a quantitative evaluation of performance with respect to
profitability, leverage and liquidity and a qualitative evaluation of spread of
risk, reinsurance program, investments, reserves and management. Insurance
ratings are used by insurers and reinsurance intermediaries as an important
means of assessing the financial strength and quality of reinsurers. In
addition, a ceding company's own rating may be adversely affected by the lack of
a rating of its reinsurer. Therefore, the lack of a rating may dissuade a ceding
company from reinsuring with us and may influence a ceding company to reinsure
with a competitor of ours that has an insurance rating.
Our management has met with Best's, which has advised us that it
expects to assign an initial financial strength rating of "A" (Excellent) to our
operating subsidiaries upon the completion of the Public Offering and the
receipt of the offering proceeds in line with certain representations we made to
Best's. In addition, the rating assignment is contingent upon the funding of our
operating subsidiaries to the levels indicated by our management as well as the
execution of all pertinent transactions as detailed by this prospectus. The
rating assignment further contemplates the initiation of certain capital support
agreements between Platinum Holdings and its operating subsidiaries.
EMPLOYEES
Currently, we employ Xxxxxx X. Xxxxxx, our President and Chief
Executive Officer. None of our employees is expected to be subject to collective
bargaining agreements. We expect to employ approximately 150 employees of St.
Xxxx Re.
Xx. Xxxxxx has obtained a temporary work permit, and we are seeking
longer-term work permits from the Bermuda authorities for him as well as for
Xxxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxxxxx and any other employees of Platinum
Holdings or Platinum Bermuda who are not Bermuda citizens. Permits obtained will
expire at various times over the next several years. We have no reason to
believe that these permits would not be extended upon request at their
respective expirations. However, the Bermuda government recently announced a new
policy that places a six-year term limit on individuals with work permits,
subject to certain exceptions for key employees.
SUBSIDIARIES
Platinum UK and Platinum Bermuda are wholly owned operating
subsidiaries of Platinum Holdings. Platinum UK was formed as a U.K. company on
April 10, 2002, and Platinum Bermuda was formed as a Bermuda company on May 9,
2002. Platinum US was formed as a Maryland company in 1995 and is a wholly owned
subsidiary of St. Xxxx. We own Platinum UK through Platinum Ireland and, upon
completion of the Public Offering, will own Platinum US through Platinum
Finance, which will be a wholly owned subsidiary of Platinum Ireland, our wholly
owned intermediate holding subsidiary. Platinum Finance was formed as a Delaware
corporation on May 10, 2002. Platinum Ireland was formed as an Irish company on
May 3, 2002. Platinum Holdings will enter into a capital support agreement for
the benefit of one or more of our operating company subsidiaries, the effect of
which is to assure that, at all times, those subsidiaries will have adequate
capital and surplus.
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OUR FACILITIES
Platinum Holdings' registered office is located at Xxxxxxxxx Xxxxx, 0
Xxxxxx Xxxxxx, Xxxxxxxx XX 00, Bermuda. We expect to enter into a lease
agreement in Bermuda for approximately 5,000 to 10,000 square feet of office
space. We will sublet a portion of the office space at that location to Platinum
Bermuda for use as its principal offices.
The principal offices of Platinum US will be located at 000 Xxxxxxxx,
Xxx Xxxx, Xxx Xxxx, where Platinum US will sub-lease from St. Xxxx approximately
50,000 square feet of office space. The term of the lease ends January 1, 2003.
We are currently exploring the possibility of leasing space at 000 Xxxxxxxx
after January 1, 2003 and are also considering options to replace the office
space at 000 Xxxxxxxx with a new facility.
We expect that the principal offices of Platinum UK will be located at
000 Xxxxxxxxxx Xxxxxx, Xxxxxx, where (subject to landlord's consent) St. Xxxx
will sub-let to Platinum UK approximately 9,000 square feet of office space. The
term of the sub-lease is expected to end in 2008.
Platinum US will enter into sub-lease agreements or assignments of
leases with St. Xxxx with respect to approximately 4,000 square feet of office
space in Chicago, 6,300 square feet of office space in Miami and expects to
enter into a sub-lease or assignment of lease of approximately 600 square feet
of office space in Tokyo. The terms of these leases will end in 2005, 2006 and
2003 respectively.
LEGAL PROCEEDINGS
In the normal course of business, we may become involved in various
claims and legal proceedings. We are not currently aware of any pending or
threatened material litigation.
REGULATION
GENERAL
The business of reinsurance is regulated in most countries, although
the degree and type of regulation varies significantly from one jurisdiction to
another. Reinsurers are generally subject to less direct regulation than primary
insurers. In Bermuda, we operate under relatively less intensive regulatory
regimes. However, in the United States and in the United Kingdom licensed
reinsurers must comply with financial supervision standards comparable to those
governing primary insurers. Accordingly, Platinum US and Platinum UK are subject
to extensive regulation under applicable statutes. In the United States, those
statutes delegate regulatory, supervisory and administrative powers to state
insurance commissioners.
POTENTIAL LEGISLATIVE AND INDUSTRY CHANGES
We are aware of a number of new, proposed or potential legislative or
industry changes that may impact upon the worldwide demand for reinsurance.
- Following the September 11, 2001 terrorist attack, various
proposed legislation was introduced in the U.S. Congress
designed to ensure the availability of insurance coverage for
terrorist acts. Legislation has been adopted in the U.S. House
of Representatives designed, among other things, to provide
federal government loans over a short-term period to
commercial insurers and reinsurers for funding losses arising
from terrorist acts against U.S. properties, which loans would
be repaid through industry assessments and, if losses exceed a
threshold, policyholder assessments. Similar, alternative
legislation has been adopted in the U.S. Senate; the Senate
legislation provides for direct government assistance to
commercial insurers and reinsurers for covered losses that
exceed a per-company "deductible." Adoption of legislation may
also provide insurance and reinsurance capacity in the markets
and to the customers we expect to target and regulate the
terms of insurance and reinsurance capacity
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and reinsurance policies in a manner which could materially
adversely affect us, directly or indirectly, by requiring
coverage for terrorist acts to be offered by insurers and/or
reinsurers, benefiting our competitors, reducing the demand
for reinsurance or benefiting insurers as compared to
reinsurers such as us, providing sources of liquidity to
U.S.-based companies, or disproportionately benefiting U.S. or
other foreign countries' companies over Bermuda-based
companies such as ourselves. Legislation may be introduced in
other jurisdictions.
- Over the last few years capital markets participants,
including exchanges and financial intermediaries, have
developed financial products such as risk securitizations,
intended to compete with traditional reinsurance. We are also
aware of many potential initiatives by capital market
participants to produce additional alternative products that
may compete with the existing catastrophe reinsurance markets.
We are unable to predict the extent to which the foregoing new,
proposed or potential initiatives may affect the demand for our products or the
risks which may be available for us to consider underwriting.
BERMUDA
As a holding company, Platinum Holdings is not subject to Bermuda
insurance regulations.
The Insurance Act, which regulates the insurance business of Platinum
Bermuda, provides that no person may carry on any insurance business in or from
within Bermuda unless registered as an insurer under the Insurance Act by the
Bermuda Monetary Authority, which is responsible for the day-to-day supervision
of insurers. Under the Insurance Act, insurance business includes reinsurance
business. The Authority, in deciding whether to grant registration, has broad
discretion to act as the Authority thinks fit in the public interest. The
Authority is required by the Insurance Act to determine whether the applicant is
a fit and proper body to be engaged in the insurance business and, in
particular, whether it has, or has available to it, adequate knowledge and
expertise. The registration of an applicant as an insurer is subject to its
complying with the terms of its registration and such other conditions as the
Authority may impose from time to time. Platinum Bermuda has been registered
with the Authority.
An Insurance Advisory Committee appointed by the Bermuda Minister of
Finance advises the Authority on matters connected with the discharge of the
Authority's functions and sub-committees thereof supervise and review the law
and practice of insurance in Bermuda, including reviews of accounting and
administrative procedures. The day-to-day supervision of insurers is the
responsibility of the Bermuda Registrar of Companies.
The Insurance Act imposes on Bermuda insurance companies solvency and
liquidity standards and auditing and reporting requirements and grants to the
Authority powers to supervise, investigate and intervene in the affairs of
insurance companies. Certain significant aspects of the Bermuda insurance
regulatory framework are set forth below.
Classification of Insurers. The Insurance Act distinguishes between
insurers carrying on long-term business and insurers carrying on general
business. There are four classifications of insurers carrying on general
business with Class 4 insurers subject to the strictest regulation. Platinum
Bermuda is registered as a Class 4 insurer and is regulated as such under the
Insurance Act.
Cancellation of Insurer's Registration. An insurer's registration may
be canceled by the Authority on certain grounds specified in the Insurance Act,
including failure of the insurer to comply with its obligations under the
Insurance Act or if, in the opinion of the Authority, the insurer has not been
carrying on business in accordance with sound insurance principles.
Principal Representative. An insurer is required to maintain a
principal office in Bermuda and to appoint and maintain a principal
representative in Bermuda. For the purpose of the Insurance
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Act, the principal office of Platinum Bermuda is at our principal executive
offices in Bermuda, and Platinum Bermuda's principal representative will be our
President and Chief Executive Officer. Without a reason acceptable to the
Authority, an insurer may not terminate the appointment of its principal
representative, and the principal representative may not cease to act as such,
unless 30 days' notice in writing to the Authority is given of the intention to
do so. It is the duty of the principal representative, within 30 days of
reaching the view that there is a likelihood of the insurer for which the
principal representative acts becoming insolvent or that a reportable "event"
has, to the principal representative's knowledge, occurred or is believed to
have occurred, to make a report in writing to the Authority setting out all the
particulars of the case that are available to the principal representative.
Examples of such a reportable "event" include failure by the insurer to comply
substantially with a condition imposed upon the insurer by the Authority
relating to a solvency margin or liquidity or other ratio.
Independent Approved Auditor. Every registered insurer must appoint an
independent auditor who will annually audit and report on the statutory
financial statements and the statutory financial return of the insurer, both of
which, in the case of Platinum Bermuda, are required to be filed annually with
the Authority. The independent auditor of Platinum Bermuda must be approved by
the Authority and may be the same person or firm which audits Platinum Bermuda's
financial statements and reports for presentation to its shareholders. Platinum
Bermuda's independent auditor is KPMG LLP.
Loss Reserve Specialist. As a registered Class 4 insurer, Platinum
Bermuda will be required to submit an opinion of its approved loss reserve
specialist with its statutory financial return in respect of its loss and loss
adjustment expense provisions. The loss reserve specialist, who will normally be
a qualified casualty actuary, must be approved by the Authority. Xxxx X.
Xxxxxxx, who will be the Chief Actuary of Platinum US, has been approved to act
as Platinum Bermuda's loss reserve specialist.
Statutory Financial Statements. An insurer must prepare annual
statutory financial statements. The Insurance Act prescribes rules for the
preparation and substance of such statutory financial statements (which include,
in statutory form, a balance sheet, an income statement, a statement of capital
and surplus and notes thereto). The insurer is required to give detailed
information and analyses regarding premiums, claims, reinsurance and
investments. The statutory financial statements are not prepared in accordance
with U.S. GAAP and are distinct from the financial statements prepared for
presentation to the insurer's shareholders under the Companies Act, which
financial statements will be prepared in accordance with U.S. GAAP. Platinum
Bermuda, as a general business insurer, will be required to submit the annual
statutory financial statements as part of the annual statutory financial return.
The statutory financial statements and the statutory financial return do not
form part of the public records maintained by the Authority.
Annual Statutory Financial Return. Platinum Bermuda is required to file
with the Authority a statutory financial return no later than four months after
its financial year end (unless specifically extended). The statutory financial
return for an insurer includes, among other matters, a report of the approved
independent auditor on the statutory financial statements of such insurer,
solvency certificates, the statutory financial statements themselves, the
opinion of the loss reserve specialist and a schedule of reinsurance ceded. The
solvency certificates must be signed by the principal representative and at
least two directors of the insurer who are required to certify, among other
matters, whether the minimum solvency margin has been met and whether the
insurer complied with the conditions attached to its certificate of
registration. The independent approved auditor is required to state whether in
its opinion it was reasonable for the directors to so certify. Where an
insurer's accounts have been audited for any purpose other than compliance with
the Insurance Act, a statement to that effect must be filed with the statutory
financial return.
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Minimum Solvency Margin and Restrictions on Dividends and
Distributions. Under the Insurance Act, the value of the general business assets
of a Class 4 insurer, such as Platinum Bermuda, must exceed the amount of its
general business liabilities by an amount greater than the prescribed minimum
solvency margin. Platinum Bermuda:
(1) is required, with respect to its general business, to maintain a
minimum solvency margin equal to the greatest of:
(A) $100,000,000;
(B) 50% of net premiums written (being gross premiums written less
any premiums ceded by Platinum Bermuda, but Platinum Bermuda
may not deduct more than 25% of gross premiums when computing
net premiums written); and
(C) 15% of loss and other insurance reserves;
(2) is prohibited from declaring or paying any dividends during any
financial year if it is in breach of its minimum solvency margin or
minimum liquidity ratio or if the declaration or payment of such
dividends would cause it to fail to meet such margin or ratio (and if
it has failed to meet its minimum solvency margin or minimum liquidity
ratio on the last day of any financial year, Platinum Bermuda is
prohibited, without the approval of the Authority, from declaring or
paying any dividends during the next financial year);
(3) is prohibited from declaring or paying in any financial year dividends
of more than 25% of its total statutory capital and surplus (as shown
on its previous financial year's statutory balance sheet) unless it
files with the Authority (at least 7 days before payment of such
dividends) an affidavit stating that it will continue to meet the
required margins;
(4) is prohibited, without the approval of the Authority, from reducing by
15% or more its total statutory capital as set out in its previous
year's financial statements, and any application for such approval must
include an affidavit stating that it will continue to meet the required
margins; and
(5) is required, at any time it fails to meet its solvency margin, within
30 days (45 days where total statutory capital and surplus falls to $75
million or less) after becoming aware of that failure or having reason
to believe that such failure has occurred, to tile with the Authority
a written report containing certain information.
Additionally, under the Companies Act, Platinum Holdings and Platinum
Bermuda may declare or pay a dividend only if Platinum Holdings or Platinum
Bermuda, as the case may be, has no reasonable grounds for believing that it is,
or would after the payment be, unable to pay its liabilities as they become due,
or that the realizable value of its assets would thereby be less than the
aggregate of its liabilities and its issued share capital and share premium
accounts.
Minimum Liquidity Ratio. The Insurance Act provides a minimum liquidity
ratio for general business insurers. An insurer engaged in general business is
required to maintain the value of its relevant assets at not less than 75% of
the amount of its relevant liabilities. Relevant assets include cash and time
deposits, quoted investments, unquoted bonds and debentures, first liens on real
estate, investment income due and accrued, accounts and premiums receivable and
reinsurance balances receivable. There are certain categories of assets which,
unless specifically permitted by the Authority, do not automatically qualify as
relevant assets, such as unquoted equity securities, investments in and advances
to affiliates and real estate and collateral loans. The relevant liabilities are
total general business insurance reserves and total other liabilities less
deferred income tax and sundry liabilities (by interpretation, those not
specifically defined).
Supervision, Investigation and Intervention. The Authority may appoint
an inspector with extensive powers to investigate the affairs of an insurer if
the Authority believes that an investigation is required in the interest of the
insurer's policyholders or persons who may become policyholders.
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In order to verify or supplement information otherwise provided to the
Authority, the Authority may direct an insurer to produce documents or
information relating to matters connected with the insurer's business.
If it appears to the Authority that there is a risk of the insurer
becoming insolvent, or that it is in breach of the Insurance Act or any
conditions imposed upon its registration, the Authority may, among other things,
direct the insurer (1) not to take on any new insurance business, (2) not to
vary any insurance contract if the effect would be to increase the insurer's
liabilities, (3) not to make certain investments, (4) to realize certain
investments, (5) to maintain in, or transfer to the custody of, a specified
bank, certain assets, (6) not to declare or pay any dividends or other
distributions or to restrict the making of such payments and/or (7) to limit its
premium income.
Disclosure of Information. In addition to powers under the Insurance
Act to investigate the affairs of an insurer, the Authority may require certain
information from an insurer (or certain other persons) to be produced to it.
Further, the Authority has been given powers to assist other regulatory
authorities, including foreign insurance regulatory authorities, with their
investigations involving insurance and reinsurance companies in Bermuda but
subject to restrictions. For example, the Authority must be satisfied that the
assistance being requested is in connection with the discharge of regulatory
responsibilities of the foreign regulatory authority. Further, the Supervisor
must consider whether to cooperate is in the public interest. The grounds for
disclosure are limited and the Insurance Act provides sanctions for breach of
the statutory duty of confidentiality.
Certain Other Considerations. Platinum Holdings and Platinum Bermuda
will each also need to comply with the provisions of the Companies Act
regulating the payment of dividends and making of distributions from contributed
surplus. A company is prohibited from declaring or paying a dividend, or making
a distribution out of contributed surplus, if there are reasonable grounds for
believing that: (a) the company is, or would after the payment be, unable to pay
its liabilities as they become due, or (b) the realizable value of the company's
assets would thereby be less than the aggregate of its liabilities and its
issued share capital and share premium accounts.
Although Platinum Bermuda is incorporated in Bermuda, it is classified
as a non-resident of Bermuda for exchange control purposes by the Authority.
Pursuant to its non-resident status, Platinum Bermuda may hold any currency
other than Bermuda Dollars and convert that currency into any other currency
(other than Bermuda Dollars) without restriction.
As "exempted" companies, Platinum Holdings and Platinum Bermuda may
not, without the express authorization of the Bermuda legislature or under a
license granted by the Minister of Finance, participate in certain business
transactions, including: (1) the acquisition or holding of land in Bermuda
(except that held by way of lease or tenancy agreement which is required for its
business and held for a term not exceeding 50 years, or which is used to provide
accommodation or recreational facilities for its officers and employees and held
with the consent of the Bermuda Minister of Finance, for a term not exceeding 21
years); (2) the taking of mortgages on land in Bermuda in excess of $50,000; or
(3) the carrying on of business of any kind for which it is not licensed in
Bermuda, except in certain limited circumstances such as doing business with
another exempted undertaking in furtherance of our business or Platinum
Bermuda's business (as the case may be) carried on outside Bermuda. Platinum
Bermuda is a licensed reinsurer in Bermuda, and so may carry on activities in
Bermuda that are related to and in support of its reinsurance business.
The Bermuda government actively encourages foreign investment in
"exempted" entities like Platinum Holdings that are based in Bermuda, but do not
operate in competition with local businesses. As well as having no restrictions
on the degree of foreign ownership, Platinum Holdings and Platinum Bermuda are
not currently subject to taxes on income or dividends or to any foreign exchange
controls in Bermuda. In addition, there currently is no capital gains tax in
Bermuda.
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Under Bermuda law, non-Bermudians (other than spouses of Bermudians)
may not engage in any gainful occupation in Bermuda without the specific
permission of the appropriate governmental authority. Such permission may be
granted or extended upon showing that, after proper public advertisement, no
Bermudian (or spouse of a Bermudian) is available who meets the minimum
standards for the advertised position. None of our executive officers is a
Bermudian, and all such officers will be working in Bermuda under work permits.
The Bermuda government recently announced a new policy that places a six-year
term limit on individuals with work permits, subject to certain exceptions for
key employees.
U.S. REGULATION
Platinum US is organized and domiciled in the State of Maryland and
licensed, authorized or accredited to write reinsurance in 24 states of the
United States and is seeking licenses in eight additional states. State
insurance laws regulate many aspects of its reinsurance business and state
insurance departments in the licensure states will supervise its insurance
operations. Its principal insurance regulatory authority will be the Maryland
Insurance Administration.
U.S. Insurance Holding Company Regulation of Platinum Holdings,
Platinum Ireland and Platinum Finance
Platinum Holdings and Platinum Ireland as the indirect parents of
Platinum US and Platinum Finance as the direct parent of Platinum US will be
subject to the insurance holding company laws of Maryland, where Platinum US is
organized and domiciled. These laws generally require the insurance holding
company and each insurance company directly or indirectly owned by the holding
company to register with the insurance department of the state of Maryland and
to furnish annually financial and other information about the operations of
companies within the holding company system. Generally, all transactions among
companies in the holding company system affecting Platinum US, including sales,
loans, reinsurance agreements, service agreements and dividend payments, must be
fair and, if material or of a specified category, require prior notice and
approval or non-disapproval by the Maryland Insurance Commissioner.
The insurance laws of Maryland prevent any person from acquiring
control of Platinum Holdings, Platinum Ireland, Platinum Finance or Platinum US
unless that person has filed a notification with specified information with the
Maryland Insurance Commissioner and has obtained his prior approval. Under the
Maryland statutes, acquiring 10% or more of the voting stock of an insurance
company or its parent company is presumptively considered a change of control,
although such presumption may be rebutted. Accordingly, any person who acquires,
directly or indirectly, 10% or more of the voting securities of Platinum
Holdings without the prior approval of the Maryland Insurance Commissioner will
be in violation of these laws and may be subject to injunctive action requiring
the disposition or seizure of those securities by the Maryland Insurance
Commissioner or prohibiting the voting of those securities and to other actions
determined by the Maryland Insurance Commissioner. In addition, many U.S. state
insurance laws require prior notification of state insurance departments of a
change in control of a non-domiciliary insurance company doing business in that
state. While these pre-notification statutes do not authorize the state
insurance departments to disapprove the change in control, they authorize
regulatory action in the affected state if particular conditions exist such as
undue market concentration. Any future transactions that would constitute a
change in control of Platinum Holdings, Platinum Ireland or Platinum Finance may
require prior notification in those states that have adopted pre-acquisition
notification laws.
These laws may discourage potential acquisition proposals and may
delay, deter or prevent a change of control of Platinum Holdings, including
through transactions, and in particular unsolicited transactions, that some or
all of the shareholders of Platinum Holdings might consider to be desirable.
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State Insurance Regulation of Platinum US
The terms and conditions of reinsurance agreements generally are not
subject to regulation by any U.S. state insurance department with respect to
rates or policy terms. This contrasts with primary insurance agreements, the
rates and policy terms of which are generally closely regulated by state
insurance departments. As a practical matter, however, the rates charged by
primary insurers do have an effect on the rates that can be charged by
reinsurers.
State insurance authorities have broad administrative powers with
respect to various aspects of the reinsurance business, including: licensing to
transact business, admittance of assets to statutory surplus, regulating unfair
trade and claims practices, establishing reserve requirements and solvency
standards, and regulating investments and dividends. State insurance laws and
regulations require Platinum US to file financial statements with insurance
departments everywhere it is licensed or authorized to do or accredited to do
business, and the operations of Platinum US are subject to examination by those
departments at any time. Platinum US will prepare statutory financial statements
in accordance with accounting practices and procedures prescribed or permitted
by these departments. State insurance departments conduct periodic examinations
of the books and records, financial reporting, policy filings and market conduct
of insurance companies domiciled in their states, generally once every three to
five years. Examinations are generally carried out in cooperation with the
insurance departments of other states under guidelines promulgated by the NAIC.
Under Maryland insurance law, Platinum US may pay dividends out of
surplus, provided it must give the Maryland Insurance Commissioner at least
thirty days' prior notice before paying an "extraordinary dividend" or making an
"extraordinary distribution". Extraordinary dividends and extraordinary
distributions are dividends or distributions which, together with any other
dividends and distributions paid during the immediately preceding twelve-month
period, would exceed the lesser of
(1) ten percent of Platinum US's statutory policyholders' surplus (as
determined under statutory accounting principles) as of December 31 of
the prior year; and
(2) Platinum US's net investment income excluding realized capital gains
(as determined under statutory accounting principles) for the
twelve-month period ending on December 31 of the prior year, plus any
amounts of net investment income (excluding realized capital gains) in
the three preceding years which have not been distributed.
These statutory limitations are subject to change. Platinum US may not pay
extraordinary dividends or make extraordinary distributions until either the
thirty-day notice period has expired (without the Maryland Insurance
Commissioner disapproving such payment) or the Maryland Insurance Commissioner
has approved the payment within that period. Extraordinary dividends and
extraordinary distributions may only be paid out of earned surplus.
In addition, Platinum US must give ten days' prior notice to the
Maryland Insurance Commissioner of its intention to pay any dividend or make any
distribution other than an extraordinary dividend or extraordinary distribution.
The Maryland Insurance Commissioner has the right to prevent payment of such a
dividend or such a distribution if he determines, in his discretion, that after
the payment thereof, Platinum US's policyholders' surplus would be inadequate or
could cause Platinum US to be in a hazardous financial condition.
In order to enhance the regulation of insurers' solvency, the NAIC
adopted a model law to implement risk-based capital ("RBC") requirements for
life, health, and property and casualty insurance companies. Maryland has
adopted the NAIC's model law. The RBC calculation, which regulators use to
assess the sufficiency of an insurer's capital, measures the risk
characteristics of a company's assets, liabilities and certain off-balance sheet
items. RBC is calculated by applying factors to various asset, premium and
liability items. Within a given risk category, these factors are
103
higher for those items with greater underlying risk and lower for items with
lower underlying risk. Insurers that have less statutory capital than the RBC
calculation requires are considered to have inadequate capital and are subject
to varying degrees of regulatory action depending upon the level of capital
inadequacy. The RBC ratios of Platinum US are intended to be well above the
ranges that would require any regulatory or corrective action.
The NAIC assists state insurance supervisory officials in achieving
insurance regulatory objectives, including the maintenance and improvement of
state regulation. From time to time various regulatory and legislative changes
have been proposed in the insurance industry, some of which could have an effect
on reinsurers. The NAIC has instituted its Financial Regulatory Accreditation
Standards Program ("FRASP") in response to federal initiatives to regulate the
business of insurance. FRASP provides a set of standards designed to establish
effective state regulation of the financial condition of insurance companies.
Under FRASP, a state must adopt certain laws and regulations, institute required
regulatory practices and procedures, and have adequate insurance department
personnel to enforce such items in order to become an "accredited" state. The
NAIC determines whether individual states should be accredited, and each state's
accreditation is determined by the NAIC periodically. If a state is not
accredited or loses its accreditation, accredited states are not able to accept
certain financial examination reports of insurers prepared solely by the
regulatory agency in such unaccredited state. The state of Maryland is currently
accredited under FRASP.
Operations of Platinum UK and Platinum Bermuda
Platinum UK and Platinum Bermuda are not admitted to do business in the
U.S. However, the insurance laws of each state of the United States and of many
other countries regulate the sale of insurance and reinsurance within their
jurisdictions by non-domestic insurers and reinsurers such as Platinum UK and
Platinum Bermuda, which are not admitted to do business within such
jurisdictions. Such sale of insurance or reinsurance within a jurisdiction where
the insurer is not admitted to do business is generally prohibited. We do not
intend that Platinum Bermuda maintain an office or solicit, advertise, settle
claims or conduct other insurance activities in any jurisdiction other than
Bermuda--or, in the case of Platinum UK, London--where the conduct of such
activities would require Platinum UK and Platinum Bermuda to be so admitted.
In addition to the regulatory requirements imposed by the jurisdictions
in which they are licensed, reinsurers' business operations are affected by
regulatory requirements in various states of the United States governing "credit
for reinsurance" which are imposed on their ceding companies. In general, a
ceding company which obtains reinsurance from a reinsurer that is licensed,
accredited or approved by the jurisdiction or state in which the reinsurer files
statutory financial statements is permitted to reflect in its statutory
financial statements a credit in an aggregate amount equal to the liability for
unearned premiums (which are that portion of premiums written which applies to
the unexpired portion of the policy period) and loss reserves and loss expense
reserves ceded to the reinsurer. Platinum UK and Platinum Bermuda are not
licensed, accredited or approved in any state in the U.S. The great majority of
states, however, permit a credit to statutory surplus resulting from reinsurance
obtained from a non-licensed or non-accredited reinsurer to be offset to the
extent that the reinsurer provides a letter of credit or other acceptable
security arrangement. A few states do not allow credit for reinsurance ceded to
non-licensed reinsurers except in certain limited circumstances and others
impose additional requirements that make it difficult to become accredited.
Platinum UK or Platinum Bermuda may be subject to reinsurance premium excise
taxes in the US (1%) and certain other jurisdictions.
We do not believe that Platinum UK and Platinum Bermuda are in
violation of insurance laws of any jurisdiction in the U.S. There can be no
assurance, however, that inquiries or challenges to Platinum UK's or Platinum
Bermuda's reinsurance activities will not be raised in the future.
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U.K. REGULATION
GENERAL
The framework for supervision of insurance companies in the U.K. is
largely formed by EU Directives, which are required to be implemented in member
states through national legislation. Directives aim to harmonize insurance
regulation and supervision throughout the EU by laying down minimum standards in
key areas, and requiring member states to give mutual recognition to each
other's standards of prudential supervision.
On December 1, 2001, the FSA assumed its full powers and
responsibilities under FSMA. The FSA is now the single statutory regulator
responsible for regulating deposit taking, insurance, investment and most other
financial services business. It is a criminal offense for any person to carry on
a regulated activity in the U.K. unless that person is authorized by the FSA or
falls under an exemption.
Insurance business (which includes reinsurance business) is authorized
and supervised by the FSA. Insurance business in the U.K. is divided between two
main categories: long-term insurance (which is primarily investment-related) and
general insurance (for example, building and contents cover and motor
(automobile) insurance). Under FSMA, effecting or carrying out any contract of
insurance, whether general or long-term, is a regulated activity requiring
authorization.
Platinum UK has applied to the FSA to write the business conducted by
St. Xxxx Re in the United Kingdom. Platinum UK may not be licensed by the FSA at
the time of the completion of the Public Offering. The issuance of the license
is at the discretion of the FSA and we may not be able to obtain such a license.
St. Xxxx Re has agreed that it will continue to write reinsurance in the United
Kingdom in cases where we are unable to underwrite that business ourselves
because, despite using our reasonable best efforts, we have not obtained a
necessary or desirable regulatory license or approval to do so or we have not
yet been approved as a reinsurer by the cedent, until the first anniversary of
the completion of the Public Offering or until Platinum UK is licensed,
whichever is earlier. Platinum US will reinsure all such business, together with
certain other business written by St. Xxxx Re UK since January 1. 2002. If
Platinum UK does not obtain a license by the first anniversary of the completion
of the Public Offering, or if the license it obtains contains material
limitations, oar results of operations could be materially adversely affected,
and we may not be able to conduct our UK operations in the manner described in
this prospectus.
Supervision
In its role as supervisor of insurance companies, the primary objective
of the FSA is to fulfill its responsibilities under the FSMA regime relating to
the safety and soundness of insurance companies with the aim of strengthening,
but not guaranteeing, the protection of insured. The FSA carries out this
prudential supervision of insurance companies through the collection of
information from statistical returns, through review of accountants' reports, by
visits to insurance companies and through regular formal interviews.
The FSA has adopted a risk-based approach to the supervision of
insurance companies. Under this approach the FSA performs a formal risk
assessment of every insurance company or group carrying on business in the U.K.
during each supervisory period, which varies in length according to the risk
profile of the insurer. The FSA performs the risk assessment by analyzing
information which it receives during the normal course of its supervision, such
as regular prudential returns on the financial position of the insurance
company, or which it acquires through a series of meetings with senior
management of the insurance company. After each risk assessment, the FSA will
inform the insurer of its views on the insurer's risk profile. This will include
details of any remedial action which the FSA requires and the likely
consequences if this action is not taken.
105
Solvency Requirements
The Interim Prudential Sourcebook for Insurers requires that insurance
companies maintain a margin of solvency at all times in respect of any general
insurance undertaken by the insurance company, the calculation of which in any
particular case depends on the type and amount of insurance business a company
writes. The method of calculation of the solvency margin is set out in the
Interim Prudential Sourcebook for Insurers, and for these purposes, an insurer's
assets and its liabilities are subject to specific valuation rules set out in
the Interim Prudential Sourcebook for Insurers. Failure to maintain the required
solvency margin is one of the grounds on which wide powers of intervention
conferred upon the FSA may be exercised.
Restrictions on Dividend Payments
U.K. law prohibits Platinum UK from declaring a dividend to its
stockholders unless it has "profits available for distribution". The
determination of whether a company has profits available for distribution is
based on its accumulated realized profits less its accumulated realized losses.
While the United Kingdom insurance regulatory laws impose no statutory
restrictions on a general insurer's ability to declare a dividend, the FSA
strictly controls the maintenance of each insurance company's solvency margin
within its jurisdiction and may restrict Platinum UK from declaring a dividend
at a level which the FSA determines would adversely affect Platinum UK's
solvency requirements. It is common practice in the United Kingdom to notify the
FSA in advance of any significant dividend payment.
Reporting Requirements
U.K. insurance companies must prepare their financial statements under
the Companies Xxx 0000 (as amended), which requires the filing with Companies
House of audited financial statements and related reports. Under the Interim
Prudential Sourcebook for Insurers, audited accounts must be filed with the FSA
within 2 months and 15 days (or 3 months where the delivery of accounts is made
electronically).
Equalization Reserves
Each insurance company writing property, aviation, marine, business
interruption or nuclear insurance or reinsurance business is required by the
Interim Prudential Sourcebook for Insurers to maintain an equalization reserve
in respect of business written in the financial years ending on or after
December 23, 1996 calculated in accordance with the provisions of the Interim
Prudential Sourcebook for Insurers.
Insurance companies writing credit insurance business must maintain
equalization reserves calculated in accordance with certain provisions of the
Interim Prudential Sourcebook for Insurers as related specifically to credit
insurance business.
Supervision of Management
The FSA closely supervises the management of insurance companies
through the approved persons regime, by which any appointment of persons to a
position of significant influence within an authorized person must be approved
by the FSA. The FSA also has the authority to require there to be one or more
independent directors on the board of directors of an insurance company.
Change of Control
FSMA regulates the acquisition of "control" of any U.K. insurance
company authorized under FSMA. Any company or individual that (together with its
or his associates) directly or indirectly acquires 10% or more of the shares in
the parent company of a U.K. authorized insurance company, or is entitled to
exercise or control the exercise of 10% or more of the voting power in
106
such a parent company, would be considered to have acquired "control" for the
purposes of the relevant legislation, as would a person who had significant
influence over the management of such parent company by virtue of his
shareholding in it. A purchaser of more than 10% of the Common Shares would
therefore be considered to have acquired "control" of Platinum UK.
Under FSMA, any person proposing to acquire "control" over a U.K.
authorized insurance company must give prior notification to the FSA of his
intention to do so. The FSA would then have three months to consider that
person's application to acquire "control". In considering whether to approve
such application, the FSA must be satisfied that both the acquirer is a fit and
proper person to have such "control" and that the interests of consumers would
not be threatened by such acquisition of "control". Failure to make the relevant
prior application would constitute a criminal offense.
Intervention and Enforcement
The FSA has extensive powers to intervene in the affairs of an
authorized person. FSMA imposes on the FSA statutory obligations to monitor
compliance with the requirements imposed by FSMA, and to enforce the provisions
of FSMA and its related secondary legislation. The FSA has power, among other
things, to enforce--and take disciplinary measures in respect of--breaches of
both the Interim Prudential Sourcebook for Insurers and breaches of the conduct
of business rules generally applicable to authorized persons.
FSMA permits the FSA to refer matters directly to its enforcement
division in order to implement disciplinary or regulatory action, but more
commonly enforcement action is preceded by the exercise of the FSA's
interventionist supervisory powers.
The FSA has a general power on giving notice to require information and
documents from authorized persons that the FSA reasonably requires in connection
with the exercise of its functions under the regulatory regime. The FSA also has
two distinct statutory powers to appoint investigators.
Under section 167 of FSMA, the FSA or the Secretary of State may
appoint suitably competent persons to conduct an investigation on its behalf
into the nature, conduct or state of the business of an authorized person, a
particular aspect of that business or the ownership or control of an authorized
person where there is general concern about an authorized person but the
circumstances of the case do not suggest a specific breach or contravention of
the regulatory regime.
By contrast, under section 168 of FSMA, the FSA or the Secretary of
State may order an investigation if there appear to be circumstances suggesting
that certain specified breaches or offenses under the regulatory regime have
occurred (for example, breach of the general prohibition on performing regulated
activities without suitable permission or misconduct by an approved person).
Investigators appointed under section 168 have significantly wider powers than
investigators appointed under section 167.
The FSA may also require an authorized person to provide a report
prepared by certain skilled professionals to be approved by the FSA on any
matter about which the FSA has required or could require the provision of
documents.
The FSA has many enforcement powers available to use against an
authorized or approved person. These include public censure, unlimited fines
and, in serious cases, the power to revoke or vary permission to carry on
regulated activities or an individual's approval. A serious case is one
involving, among other things, the failure of an authorized person to satisfy
the threshold conditions or the FSA considering that an approved person is no
longer fit and proper to perform the function in question. In addition, the FSA
may revoke an authorized person's permission if it is necessary to protect the
interests of consumers or potential consumers.
107
The FSA has further powers to obtain injunctions against authorized
persons and to impose or seek restitution orders where persons have suffered
loss. Once the FSA has made a decision to take enforcement action (other than in
the case of an application to the court for an injunction or restitution order)
against an authorized or approved person, the person affected may refer the
matter to the Financial Services Tribunal, a quasi-judicial entity staffed and
operated independently of the FSA and administered by the Lord Chancellor's
Department. Appeal from the Tribunal on a matter of law lies to the Court of
Appeal provided that either the Tribunal or the Court of Appeal grants
permission.
Finally, the FSA is granted the power to prosecute criminal offenses
arising under FSMA, and to prosecute insider dealing under Part V of the
Criminal Justice Xxx 0000, and breaches of money laundering regulations. The
FSA's stated policy is to pursue criminal prosecution in all appropriate cases.
Proposed Limits on Concentration of Reinsurance Exposures
In July 2002, the FSA issued a consultation paper ("CP143") which sets
forth proposed reforms to strengthen both the capital regime and systems and
controls requirements for insurers and reinsurers subject to the FSA's
jurisdiction. CP143 includes proposals aimed at ensuring adequate
diversification of an insurer's or reinsurer's exposures to reinsurers (whether
intra- or extra-group). In particular, it proposes a rebuttable presumption that
an insurer or reinsurer must limit the gross earned premiums paid to a single
reinsurer (or group of related reinsurers) to a maximum of 20% of the insurer's
or reinsurer's projected gross earned premiums in any financial year in order to
meet prudential requirements. If an insurer or reinsurer wishes to exceed this
limit, it must first satisfy the FSA that this is appropriate. In addition, the
relevant guidance indicates that an insurer or reinsurer would be permitted to
take into account certain acceptable loss mitigation techniques, such as
effective security arrangements, in assessing the overall adequacy of the
diversification of its reinsurance exposure.
CP143 also proposes to limit an insurer's or reinsurer's exposure to a
single reinsurer (or group of related reinsurers) to 100% of its capital by
requiring it to alert its FSA supervisor if it approaches or has exceeded this
limit, explaining why it considers that prudent provision is or is not required
for the excess exposure.
CP143 is currently in draft form. The final rules and guidance, the
ultimate form of which may or may not differ from the contents of CP143, are
expected to take effect in 2004 and will apply to Platinum UK.
Substantial compliance with CP143 in its draft form is likely to be an
effective condition for receiving FSA authorisation.
IRELAND REGULATION
As a holding company, Platinum Ireland is not subject to Irish
insurance regulation. Platinum Ireland will initially function as a holding
company. In the future, it may be used to carry out reinsurance activities in
Ireland or the European Union outside of the United Kingdom, provided that the
necessary regulatory approvals are first obtained.
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MANAGEMENT
OUR DIRECTORS AND EXECUTIVE OFFICERS
We are assembling a new management team of experienced insurance
industry professionals led by Xxxxxx X. Xxxxxx, who is Chairman of the Board,
and Xxxxxx X. Xxxxxx, who is President and Chief Executive Officer. The
following table provides information regarding those persons who are directors
and executive officers of Platinum Holdings:
NAME AGE POSITION AT PLATINUM HOLDINGS
----------------------- --- -----------------------------------------------------------
Xxxxxx X. Xxxxxx 59 Chairman of the Board of Directors; Chairman of the
Executive Committee
Xxxxxx X. Xxxxxx 45 President, Chief Executive Officer and Director; member of
the Executive Committee
Xxxxxxx X. Xxxxx 35 Chief Underwriting Officer, Platinum US (upon completion of
the Public Offering)
Xxxxxxx X. Xxxxxx 51 Executive Vice President and Chief Financial Officer
Xxxxxxx X. Xxxxxxxxxxx 40 Executive Vice President and General Counsel
Xxxx X. Xxxxxxx 45 Executive Vice President and Chief Actuary, Platinum US
(upon completion of the Public Offering)
X. Xxxxxxx Xxxxxxx 70 Director; Chairman of the Audit Committee
Xxxxxxxx X. Bank 59 Director; member of the Compensation and Audit Committees
Xxx X. Xxxxxxxxxx 57 Director; member of the Compensation and Audit Committees
Xxx X. Xxxxxxx 49 Director; member of the Executive Committee and the
Compensation Committee
Xxxxx X. Xxxxxx 69 Director; Chairman of the Compensation Committee
Biographical information about the foregoing persons for at least the
last five years is as follows:
XXXXXX X. XXXXXX has been the Chairman of the Board of Platinum
Holdings since June 2002. He was Chairman of the Board of Directors of Swiss Re
America from May 2000 to October 2000, and Chairman of the Board and Chief
Executive Officer of Underwriters Re Group from 1987 to 2000. Prior to joining
Underwriters Re, Xx. Xxxxxx served as Executive Vice President and then
President of the Home Insurance Company from 1983 to 1986, and Vice President
and Casualty Actuary at American International Group from 1969 to 1982. He also
served as an Advisory Director for HCC Insurance Holdings, Inc. from November
2000 to August 2002, Chairman of the Board of GCR Holdings, a Bermuda
catastrophe reinsurer, from 1995 to 1997 and a Director of Capital Re from 1995
to 1998. Xx. Xxxxxx has served as President of the Casualty Actuarial Society
and Chairman of the Reinsurance Association of America. He has represented the
United States at United Nations conferences dealing with international insurance
and reinsurance issues.
XXXXXX X. XXXXXX has been the President, Chief Executive Officer, and a
Director of Platinum Holdings since April 2002, In addition, he has been the
President and Chief Executive Officer of St. Xxxx Re since March 2002, Prior to
joining St. Xxxx Re, Xx. Xxxxxx had been employed by UBS Xxxxx Xxxxxx where he
served as Chief Financial Officer from November 1999 through March 2001 and then
Director of Strategic Development in the Office of the Chairman. Prior to
joining UBS, PaineWebber, from November 1998 to August 1999. Xx. Xxxxxx was
Executive Vice President and Chief Financial Officer of Equus Re, a start up
reinsurance operation sponsored by Xxxxxx
109
Insurance. Xx. Xxxxxx served as Executive Vice President and Chief Financial
Officer of NAC Re Corp. from July 1996 through September 1998. Xx. Xxxxxx served
in a variety of senior management positions at The Travelers Group, including
Treasurer as well as Chief Financial Officer of The Travelers Group's property
and casualty insurance unit, The Gulf Insurance Group.
XXXXXXX X. XXXXX will be the Chief Underwriting Officer at Platinum US
upon completion of the Public Offering and has been Chief Underwriting Officer
of St. Xxxx Re since June 2002. Mr. Price served as Chief Operating Officer of
Associated Aviation Underwriters Incorporated, which is a subsidiary of Global
Aerospace Underwriting Managers Ltd. specializing in aerospace insurance, from
March 2001 through May 2002. He was Senior Vice President and Chief Underwriting
Officer of Underwriters Re Group, Inc. from May 1998 until the acquisition of
Underwriters Re Group, Inc. by Swiss Re America Holding Corporation in May 2000;
thereafter, Mr. Price held the position of Chief Underwriting Officer at Swiss
Re America Holding Corporation until September 2000. From July 1995 through May
1998, Mr. Price was employed by London Life and Casualty Reinsurance
Corporation, most recently as President, and prior thereto he was a project
manager at Xxxxxxxx and Xxxxxxxxx, Inc. He is a fellow of the Casualty Actuarial
Society and a member of the American Academy of Actuaries.
XXXXXXX A XXXXXX has been Executive Vice President and Chief Financial
Officer of Platinum Holdings since September 2002. Mr. Xxxxxx became Executive
Vice President and Chief Financial Officer of St. Xxxx Re in August 2002. Mr.
Xxxxxx has held various positions with XL Capital Ltd. and its subsidiaries
since 1997, including Executive Vice President--Financial Services, Senior Vice
President--Treasurer and Executive Vice President, Chief Financial Officer and
Chief Administrative Officer of XL Mid Ocean Reinsurance in Xxxxxxxx, Bermuda.
Mr. Xxxxxx also has held senior management positions with several insurance
companies, including the Prudential Insurance Company of America, The
Continental Corporation, Monarch Capital Corporation and Aetna Life & Casualty.
Mr. Xxxxxx began his career with Ernst & Ernst (now Ernst & Young LLP) and is a
certified public accountant.
XXXXXXX X. XXXXXXXXXXX has been Executive Vice President and General
Counsel of Platinum Holdings since September 2002. Xx. Xxxxxxxxxxx became
Executive Vice President and General Counsel of St. Xxxx Re in August 2002. Xx.
Xxxxxxxxxxx was Senior Vice President --Planning and Operations of X.X. Xxxxxxx
Corporation from December 2001 to July 2002. From January 2001 to June 2001 he
was Senior Vice President, Secretary and General Counsel of Orius Corp. From
January 1994 to January 2001 he was Senior Vice President, Secretary and
General Counsel of Berkley Insurance Company. From 1986 to 1994 he was an
associate with the law firm of Willkie Fair & Gallagher.
XXXX X. XXXXXXX has been an Executive Vice President and Chief Actuary
of St. Xxxx Re since 1998 and will serve as Executive Vice President and Chief
Actuary of Platinum US upon completion of the Public Offering. Xx. Xxxxxxx
served as the Senior Vice President-Specialty Lines Underwriting of St. Xxxx Re
from 1995 through 1998 and as Chief Actuary from 1986 through 1995. Prior to
joining St. Xxxx Re, he held positions in reinsurance and insurance with the
Home Insurance Company. Xx. Xxxxxxx is a fellow of the Casualty Actuarial
Society and a Member of the American Academy of Actuaries.
X. XXXXXXX XXXXXXX is the Chairman of Mercantile Bankshares
Corporation, which is a bank holding corporation. Xx. Xxxxxxx began his career
with Mercantile in 1956 when it was known as the Mercantile-Safe Deposit & Trust
Company, eventually becoming President and then Chief Executive Officer of the
company, a position he held from 1976 until 2001. He is a Governor of the
National Association of Securities Dealers, a past chairman of the Association
of Bank Holding Companies and a past president of the Maryland Bankers
Association. Xx. Xxxxxxx is a trustee of the Marine Corps Heritage Foundation,
the Marine Corps University and the Virginia Historical Society and is a member
of the Council on Foreign Relations. From May 1998 to May 2002, Xx. Xxxxxxx was
a director of St. Xxxx and from 1968 to 1998, he was a director of USF&G
Corporation, which was acquired by St. Xxxx in 1998.
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XXXXXXXX X. BANK has been Senior Vice President of Tawa Associates
Ltd., which is engaged in the acquisition, restructuring and management of
property and casualty companies in run off, since May 2001. From September 1999
through May 2001, he was the Insurance Practice Leader of
PricewaterhouseCoopers' U.S. insurance/reinsurance regulatory and restructuring
practice group. Prior thereto, Mr. Bank was a partner at the law firm of
Xxxxxxxxxx & Xxxxx LLP, where he specialized in insurance and reinsurance
dispute resolution and related regulatory matters. Mr. Bank is a member of the
state bars of California, New York and Nebraska. He also served on the Advisory
Committee on Reinsurance for the National Association of Insurance
Commissioners.
XXX X. XXXXXXXXXX has been President, Chief Executive Officer and a
director of Ohio Casualty Corporation, a property and casualty insurance
company, since December 2000. From 1995 through 2000, Xx. Xxxxxxxxxx served as
President and Chief Executive Officer of IVANS, Inc., an industry-owned
organization that provides electronic communications services to insurance,
healthcare and related organizations. Prior thereto, he served as Chairman,
President and Chief Executive Officer of Anthem Casualty Insurance Group. Xx.
Xxxxxxxxxx is also a director of Alleghany Corporation, a holding company
engaged through its subsidiaries in the insurance, industrial minerals and steel
fasteners businesses, and he serves as a trustee of the American Institute for
Chartered Property Casualty Underwriters, the Insurance Institute of America
and the Xxxxxxxx Foundation for Insurance Education.
XXX X. XXXXXXX has been the Chairman, Chief Executive Officer and
President of The St. Xxxx Companies, Inc., and director of The Xxxx Nuveen
Company, since October 2001. Prior to that date, Xx. Xxxxxxx was employed as
Chairman, President and Chief Executive Officer of The Travelers Insurance Group
and as Chief Operating Officer--Finance and Risk of Citigroup, Inc. Xx. Xxxxxxx
held various executive positions with Citigroup and its predecessor since 1989
and with Travelers since 1993.
XXXXX X. XXXXXX was Chairman of Xxxxxx Re Inc., a reinsurance
intermediary, from June 1995 until his retirement in December 2001. He also
served as Chief Executive Officer of Xxxxxx Re Inc. from June 1995 through
September 1999, and as Executive Vice President of Xxxxxx Xxxxxxx Corporation
from November 1993 through June 1995. Prior thereto, Xx. Xxxxxx held various
positions at Xxxxx X. Xxxx & Co., an insurance brokerage firm, including
President and Chief Operating Officer from August 1985 through November 1992.
Xx. Xxxxxx served as a trustee of the College of Insurance (now St. John's
University School of Risk Management) from 1986 until his retirement in 2001. He
also served as a trustee of the Insurance Institute of America and the American
Institute for Property and Liability Underwriters.
NUMBER AND TERMS OF DIRECTORS
Our Board of Directors consists of seven members, each of whose term of
office will expire at the annual shareholders' meeting in 2003. Under our
bye-laws, directors will be elected at each annual general meeting of
shareholders, in each case by an ordinary resolution of the shareholders.
Candidates for election will be nominated by the Board. However, in connection
with the RenaissanceRe Investment, we have agreed to nominate one director
designated by RenaissanceRe to the Board, and to use our commercially
reasonable efforts to cause the appointment of that director to the Board's
Executive Committee and, subject to applicable law, rules and regulations, to
the Board's Nominating and Corporate Governance Committees, if any.
Pursuant, to the Investment Agreement we have entered into with
RenaissanceRe and St. Xxxx, for three years from the anniversary of the date of
the completion of the Public Offering, we will not increase the number of
directors on our Board of Directors to more than nine without the prior written
consent of RenaissanceRe, such consent, to be provided in RenaissanceRe's sole
discretion. This three-year period will be extended for up to an additional two
years so long as RenaissanceRe is accounting for its investment in us via the
equity method and RenaissanceRe reasonably believes that its ability to continue
to equity account for its investment in us would be compromised by an increase
in the number of directors.
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Directors may take action by a majority of the votes cast at a duly
called and held meeting at which a quorum is present. A majority of directors in
office at any time, or such greater number as the shareholders may from time to
time determine, constitutes a quorum for all purposes.
The foregoing summarizes certain provisions of our bye-laws, which are
subject to Bermuda law. See "Description of Our Common Shares".
COMMITTEES OF THE BOARD OF DIRECTORS
Our Board of Directors has an Executive Committee, a Compensation
Committee and an Audit Committee, each of which reports to the Board. The
Executive Committee has the authority to oversee our general business and
affairs to the fullest extent permitted by Bermuda law. The Compensation
Committee has the authority to establish compensation policies and recommend
compensation programs to the Board of Directors; it also administers the 2002
Share Incentive Plan and the Capital Accumulation Plan, as described below. The
Audit Committee is responsible for meeting with our independent accountants
regarding, among other issues, audits and adequacy of our accounting and control
systems. The Audit Committee consists entirely of independent directors. Recent
legislation and New York Stock Exchange initiatives would require, among other
things, the establishment of a Nominating Committee and a Corporate Governance
Committee, as well as the independence of all members of the Audit,
Compensation, Nominating and Corporate Governance Committees. We are reviewing
these requirements and expect to comply with them by their effective dates.
COMPENSATION OF DIRECTORS
The Company will compensate each director (other than any director who
is an employee of the Company) in the amount of $25,000 per year as a retainer
fee and an additional $2,500 per meeting of the Board of Directors if the
director attends in person, or an additional $1,000 per meeting if the director
attends by telephone. The Company will compensate directors in the amount of
$1,500 per meeting of any Board committee attended by such director and an
additional $5,000 per year for each committee chairperson. The Compensation
Committee of the Board of Directors is in the process of re-evaluating certain
of these fees in light of the increase in duties and responsibilities of
directors occasioned by recent legislative initiatives relating to corporate
governance, and will present its recommendations to the full Board of Directors.
In light of such re-evaluation, some of these fees may be increased after the
completion of the Public Offering. Fees for the Chairman of the Board and
proposed stock option grants for non-employee directors are described below.
PLATINUM SHARE UNIT PLAN FOR NONEMPLOYEE DIRECTORS
Platinum has adopted a Share Unit Plan for Nonemployee Directors which
will become effective upon the completion of the Public Offering. Under the
Share Unit Plan, 50% of all fees earned by a nonemployee director (including
retainer fees, meeting fees and committee fees) during each calendar quarter are
automatically converted into the number of "Share Units" that have a value at
the end of such calendar quarter equal to the amount of fees earned. Each Share
Unit is a non-voting unit of measurement which is valued at the public trading
price of the Common Shares. In addition to the 50% mandatory deferral, each
nonemployee director may elect to have up to a total of 100% of the director's
fees converted into Share Units, provided the election is made before the start
of the calendar year in which the fees are earned. A nonemployee director will
receive distributions under the Share Unit Plan following the expiration of 5
calendar years following the year in which his fees were originally converted
into Share Units, or following termination of his service on the Board of
Directors, if earlier. Each distribution under the Share Unit Plan will be made,
at the discretion of the Board, either in cash or in Common Shares or some
combination thereof.
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NON-QUALIFIED SHARE OPTIONS FOR NONEMPLOYEE DIRECTORS
Under Platinum's 2002 Share Incentive Plan described below, an initial
non-qualified share option covering 25,000 Common Shares will be granted to
each of the nonemployee directors other than Xx. Xxxxxx upon the completion of
the Public Offering at the initial public offering price. The options will have
a ten-year term and will vest in equal annual installments on each of the first
three anniversaries of the date of grant, subject to accelerated vesting in the
event of a "Change in Control" (as defined in the Share Incentive Plan).
Following the Public Offering, nonemployee directors will be eligible to receive
option grants under the Share Incentive Plan in the sole discretion of the
Compensation Committee.
ARRANGEMENTS WITH THE CHAIRMAN OF THE BOARD
Xx. Xxxxxx has entered into a letter agreement with St. Xxxx (which
will be assigned to Platinum Holdings upon completion of the Public Offering),
pursuant to which he agreed to serve as Chairman of Platinum Holdings' Board of
Directors upon completion of the Public Offering. As Chairman of the Board, he
will be entitled to receive an annual fee of $60,000 and a fee of $5,000 for
each meeting of the Board of Directors that he attends (not to exceed $20,000
per year). Upon completion of the Public Offering, Xx. Xxxxxx will receive a
stock option grant to purchase 975,000 Common Shares at the initial public
offering price. The option will have a ten-year term and will vest in equal
annual installments on each of the first three anniversaries of the date of
grant. Under the agreement, Platinum Holdings will indemnify Xx. Xxxxxx, to the
fullest extent permitted by law, if he is made or threatened to be made a party
to a proceeding by reason of his being or having been a director of Platinum
Holdings.
Xx. Xxxxxx also has entered into a letter agreement with St. Xxxx
(which will be assigned to Platinum US upon completion of the Public Offering),
pursuant to which he will provide consulting services to Platinum US through
February 28,2005 (which date may be automatically extended from year to year).
During the consulting term, Xx. Xxxxxx will perform services as reasonably
requested, including assisting with the establishment and development of the
reinsurance business of Platinum US. During the consulting term, Xx. Xxxxxx will
receive an annual consulting fee of $270,000 and will be eligible to receive an
annual incentive equal to $440,000 at target, and a maximum incentive equal to
200% of target following the Public Offering; provided that he will receive, no
later than February 28, 2003, a minimum incentive for calendar year 2002 of
$366,670. The objectives for Xx. Xxxxxx'x annual incentive following the Public
Offering will be determined by the Compensation Committee of the Board of
Directors of Platinum Holdings in consultation with Xx. Xxxxxx. On April 15,
2002, Xx. Xxxxxx received a one-time incentive payment of $100,000 from St.
Xxxx. Xx. Xxxxxx is subject to certain confidentiality, non-compete and
non-solicitation provisions under the agreement. Xx. Xxxxxx'x consulting
services for Platinum US will be performed through SHN Enterprises, Inc., which
he has established for estate planning purposes and of which he is the sole
shareholder.
OUR EXECUTIVE OFFICERS
The following information is a summary of the employment arrangements
that we expect to be applicable to our President and Chief Executive Officer and
our other executive officers, and a description of the incentive plans that we
expect to be in place, upon completion of the Public Offering:
XXXXXX X. XXXXXX. Xx. Xxxxxx has an employment agreement with St. Xxxx
for a five-year term that began March 4, 2002, subject to one-year renewal terms
thereafter, pursuant to which he has agreed to serve as our President and Chief
Executive Officer. Upon the completion of the Public Offering, St. Xxxx will
assign all of its rights and obligations under the employment agreement to
Platinum Holdings. Xx. Xxxxxx will receive a base annual salary of at least
$650,000 following the Public Offering. He will be eligible to receive a target
annual bonus of 125% of base salary and a maximum annual bonus of 200% of the
target bonus following the Public Offering, and
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for 2002 he will receive a minimum annual bonus of 1.25% of his base annual
salary. The objectives for Xx. Xxxxxx'x annual bonus will be determined by the
Compensation Committee of the Board of Directors, in. consultation with Xx.
Xxxxxx The agreement provides for the purchase and maintenance by Platinum of
a term life insurance policy in the amount of $4 million payable to a
beneficiary designated by Xx. Xxxxxx, and that Xx. Xxxxxx will be entitled to
the reimbursement of reasonable Bermuda housing expenses, among other employee
benefits and perquisites specified in the agreement. On June 1, 2002, Xx. Xxxxxx
received a sign-on bonus of $250,000 from St. Xxxx. Xx. Xxxxxx also received an
initial grant, of stock options to purchase up to 100,000 shares of St. Xxxx
common stock, which are subject to the terms of the St. Xxxx 1994 Stock Plan and
which vest in four equal annual installments on the first four anniversaries of
the date of grant. Upon completion of the Public Offering, Xx. Xxxxxx will
forfeit such St. Xxxx xxxxx options to the extent they are unvested and will
receive a stock option grant to purchase 975,000 Common Shares at the initial
public offering price. The options will have a ten-year term and will vest in
equal annual installments on each of the first three anniversaries of the date
of grant.
If Xx. Xxxxxx'x employment is terminated by us without "cause" or by
Xx. Xxxxxx for "good reason" (each as defined in the agreement), he will receive
a payment equal to three times the sum of his base salary and the greater of his
target bonus and his bonus for the preceding year, and any base salary or other
amounts accrued or owing through the date of termination, provided that Xx.
Xxxxxx executes a release of claims, and up to three years of medical and dental
coverage and immediate vesting of all outstanding stock options. In addition,
all outstanding stock options will remain exercisable for the lesser of five
years and the remainder of their term. If Xx. Xxxxxx'x employment is terminated
by us for cause or by Xx. Xxxxxx other than for good reason, he will receive no
further payments, compensation or benefits under the agreement (other than
amounts accrued prior to termination of employment) and all vested options will
remain exercisable for 30 days after termination. In the event his employment is
terminated due to death or "disability" (as defined in the agreement), he will
receive his base salary through the date of termination and an annual bonus (at
target level), prorated through the date of termination. In addition, all
outstanding stock options will immediately vest and will remain exercisable (but
not beyond their term) for three years, in the case of a disability termination,
and one year, in the case of death. In the event Xx. Xxxxxx'x employment is
terminated under circumstances described in the agreement within two years after
a change in control of the Company, Xx. Xxxxxx will be entitled to certain
severance benefits. In the event Xx. Xxxxxx is subject to excise tax on any
severance payments made to him under the agreement, we will make a gross-up
payment to compensate him for such tax liability. Xx. Xxxxxx is subject to
certain confidentiality, non-compete and non-solicitation provisions under the
agreement.
XXXXXXX X. XXXXX. Mr. Price has an employment agreement with St. Xxxx
Re for a three-year term beginning June 3, 2002. Upon the completion of the
Public Offering, St. Xxxx Re will assign all of its rights and obligations under
the employment agreement to Platinum US. Assuming completion of the Public
Offering, Mr. Price will serve as the Chief Underwriting Officer of Platinum US
following the Public Offering. Mr. Price will receive a minimum base annual,
salary of at least $400.000 for the first year of his term, $420,000 for the
second year and $440,000 for the third year following the Public Offering, and
he will be eligible to receive a minimum annual bonus of 50% of base salary. On
June 3, 2002, Mr. Price received a sign-on bonus of $100,000 from St. Xxxx Re.
Upon, completion of the Public Offering, Mr. Price will receive a stock option
grant to purchase 300,000 Common Shares at the initial public offering price.
The option will have a ten-year term and will vest, subject to continued
employment, in three equal annual installments on each of the first two
anniversaries of the completion of the Public Offering and on June 3, 2005. Mr.
Price is also entitled to the reimbursement, of reasonable moving and temporary
housing expenses (not exceeding $30,000).
If Mr. Price's employment is terminated by Platinum US without "cause"
or by Mr. Price for "good reason" (each as defined in the agreement), he will
receive a payment equal to any bonus
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payments to which he would have been entitled during the term of the agreement
which have not been previously paid, 50% of his then current base salary and any
base salary or other amounts accrued and owing through the date of termination,
provided that Mr. Price executes a release of claims. If Mr. Price's employment
is terminated by Platinum US for cause or by Mr. Price other than for good
reason, he will receive no further payments, compensation or benefits under the
agreement (other than amounts accrued prior to termination of employment). Mr.
Price is subject to certain confidentiality and non-solicitation provisions
under the agreement.
XXXXXXX X. XXXXXX. Mr. Xxxxxx has an employment agreement with St. Xxxx
Re for a three-year term beginning August 5, 2002, subject to one-year renewal
terms thereafter. Upon the completion of the Public Offering, St. Xxxx Re will
assign ail of its rights and obligations under the employment agreement to
Platinum Holdings. Assuming completion of the Public Offering, Mr. Xxxxxx serves
as Executive Vice President and Chief Financial Officer of Platinum Holdings.
Mr. Xxxxxx will receive a base annual salary of at least $350.000 following the
Public Offering. He will be eligible to receive a target annual bonus of 75% of
base salary, arid for 2002 he will receive a minimum annual bonus of 50% of base
salary prorated for the period of his employment with St. Xxxx Re and Platinum
Holdings during the year. On August 5, 2002, Mr. Xxxxxx received a sign-on bonus
of $200,000 from St. Xxxx Re. Upon completion of the Public Offering, Mr. Xxxxxx
will receive a stock option grant to purchase 150,000 Common Shares at the
initial offering price. The option will have a ten-year term and will vest
subject, to continued employment, in equal annual installments on each of the
first four anniversaries of the completion of the Public Offering. Mr. Xxxxxx
will be entitled to the reimbursement of reasonable housing and living expenses
(not exceeding $15,000 per month) following completion of the Public Offering to
the extent that he establishes a residence in Bermuda.
If Mr. Robbie's employment is terminated by Platinum Holdings without
"cause" or by Mr. Xxxxxx for "good reason" (each as defined in the agreement),
he will receive a payment equal to the sum of one year's base salary and target
bonus and any base salary or other amounts accrued or owing through the date of
termination, provided that Mr. Xxxxxx executes a release of claims. If Mr.
Robbie's employment is terminated by Platinum Holdings for cause or by Mr.
Xxxxxx for other than good reason, he will receive no further payments,
compensation or benefits under the agreement (other than amounts accrued prior
to termination of employment). Mr. Xxxxxx is subject to certain confidentiality
and non-solicitation provisions under the agreement.
XXXXXXX X. XXXXXXXXXXX. Xx. Xxxxxxxxxxx has an employment agreement
with St. Xxxx Re for a three-year term beginning August 5, 2002, subject to
one-year renewal terms thereafter. Upon the completion of the Public Offering,
St. Xxxx Re will assign all of its rights and obligations under the employment
agreement to Platinum Holdings. Xx. Xxxxxxxxxxx serves as Executive Vice
President and General Counsel of Platinum Holdings. Xx. Xxxxxxxxxxx will receive
a base annual salary of at least $350,000 following the Public Offering. He will
be eligible to receive a target annual bonus of 75% of base salary and a minimum
annual bonus of 50% of base salary for the 2003 and 2004 calendar years, and for
2002 he will receive a minimum annual bonus of 50% of base salary prorated for
the period of employment with St. Xxxx Re and Platinum Holdings during the year.
On August 5, 2002. Xx. Xxxxxxxxxxx received a sign-on bonus of $275,000 from St.
Xxxx Re. Upon completion of the Public Offering, Xx. Xxxxxxxxxxx will receive a
stock option grant to purchase 150,000 Common Shares at the initial offering
price. The option will have a ten-year term, and will vest, subject to continued
employment, in equal annual installments on each of the first four anniversaries
of the completion of the Public Offering. Xx. Xxxxxxxxxxx will be entitled to
the reimbursement of reasonable housing and living expenses (not exceeding
$15,000 per month) following completion of the Public Offering to the extent
that he establishes a residence in Bermuda.
If Xx. Xxxxxxxxxxx'x employment is terminated by Platinum Holdings
without "cause" or by Xx. Xxxxxxxxxxx for "good reason" (each as defined in the
agreement), he will receive a payment equal to the sum of one year's base salary
and target bonus and any base salary or other amounts
115
accrued or owing through the date of termination, provided that Xx. Xxxxxxxxxxx
executes a release of claims. If Xx. Xxxxxxxxxxx'x employment is terminated by
Platinum Holdings for cause or by Xx. Xxxxxxxxxxx for other than good reason, he
will receive no further payments, compensation or benefits under the agreement
(other than amounts accrued prior to termination of employment). Xx. Xxxxxxxxxxx
is subject to certain confidentiality and non-solicitation provisions under the
agreement.
XXXX X. XXXXXXX. Xx. Xxxxxxx will serve as Executive Vice President and
Chief Actuary of Platinum US following the Public Offering. Xx. Xxxxxxx will
receive a base annual salary of $350,000 following the Public Offering, and he
will be eligible to receive a target annual bonus of 75% of base salary. For
2002, he will receive an annual bonus of at least $175,000 provided that he is
continuously employed by St. Xxxx Re or Platinum US through the date of payment,
which is expected to be March 31, 2003, or if his employment is terminated other
than for cause prior to that date. In addition to an annual bonus, Xx. Xxxxxxx
will receive, no later than July 1, 2004, a retention bonus of $175,000 provided
that he is continuously employed by St. Xxxx Re or Platinum US through July 1,
2004 or if his employment is terminated other than for cause prior to that date.
Upon completion of the Public Offering, Xx. Xxxxxxx will receive a stock option
grant to purchase 150,000 Common Shares at the initial public offering price.
The option will have a ten-year term and will vest, subject to continued
employment, in equal annual installments on each of the first four anniversaries
of the date of grant.
PLATINUM 2002 SHARE INCENTIVE PLAN
Platinum has adopted the 2002 Share Incentive Plan, which will become
effective upon completion of the Public Offering. The Plan provides for the
grant of share options, share appreciation rights, share units and restricted
shares. The material features of the Plan are summarized below.
Purpose. The purpose of the Plan is to advance the interests of the
Company and its shareholders by attracting, retaining and motivating key
personnel upon whose judgment, initiative and effort the successful conduct of
the Company's' operations is largely dependent. The Plan is also intended to
further align the interests of employees, officers, agents, consultants,
advisors and directors with those of the shareholders by promoting the
ownership of Common Shares by these individuals.
Reservation of Shares. A total of 6,000,000 Common Shares are reserved
for issuance under the Plan (including Common Shares reserved for issuance to
our directors and executive officers set forth in any employment or consulting
agreement), which will be made available from authorized but unissued shares or
from reacquired shares. If any shares that are the subject of an award are not
issued and cease to be issuable for any reason, these shares will no longer be
charged against the maximum share limitations and may again be made subject to
awards. In addition, the number of Common Shares exchanged by a participant as
payment to Platinum Holdings of the exercise price or tax withholding upon
exercise of an option will be added to the share reserve. The maximum number of
Common Shares that may be made subject of restricted share awards under the Plan
is limited to 1,000,000 Common Shares. In the event of recapitalizations,
reclassifications or other specified events affecting Platinum or the Common
Shares, appropriate and equitable adjustments may be made to the number and kind
of shares available for grant, as well as to other maximum limitations, under
the Plan, and the number and kind of shares or other rights and prices under
outstanding awards.
Administration. The Plan will be administered by the Compensation
Committee of the Board of Directors of Platinum Holdings. The Compensation
Committee shall, to the extent deemed necessary or advisable by the Board, be
constituted so as to comply with the "non-employee director" requirements of
Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the "outside director" requirements of Section 162(m) of the Code.
Subject to
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the limitations set forth in the Plan, the Compensation Committee has the
authority to determine the persons to whom awards are granted, the types of
awards to be granted, the time at which awards will be granted, the number of
shares, units or other rights subject to each award, the exercise, base or
purchase price of an award, the time or times at which the award will become
vested, exercisable or payable, and the duration of the award. The Compensation
Committee will have the right, from time to time, to delegate to one or more
officers of the Company the authority of the Committee to grant and determine
the terms and conditions of awards, subject to certain limitations.
Eligibility Awards under the Plan may be granted to any employee,
officer, director, agent, consultant or advisor of Platinum Holdings or any of
its subsidiaries. Recipients of awards will be selected from time to time by the
Compensation Committee in its sole discretion.
Share Options. Share options granted under the Plan may be issued as
either incentive options (within the meaning of Section 422 of the Code), or as
non-qualified options. The exercise price of an option will be determined by the
Compensation Committee, provided that the exercise price per share will not be
less than the fair market value of a Common Share on the date of the grant of
the option, The Compensation Committee will determine the vesting requirements
and the term, of exercise of each option, including the effect of termination of
employment or service of a participant. The maximum term of a share option will
be ten years from the date of grant. To exercise an option, the participant must
pay the exercise price, subject to specified conditions, in cash or in Common
Shares that have been, held for at least, six months, through a broker-assisted
"cashless exercise", by combination of any of the above methods or other method
approved by the Compensation Committee, and must pay any required tax
withholding amounts. The Compensation Committee may also grant "reload options"
for the number of Common Shares tendered by a participant to cover the exercise
price or withholding tax upon the exercise of a share option under the Plan.
Under the Code, the maximum value of Common Shares (determined at the time of
grant) that may be subject to incentive options that become exercisable by an
employee in any one year is limited to $100,000. The maximum number of Common
Shares that may be covered under options granted under the Plan to any
individual in any calendar year is 1,000,000 Common Shares.
Share Appreciation Rights. A share appreciation right may be granted
either in tandem with an option or without a related option. A share
appreciation right entities the participant, upon exercise, to receive a payment
based on the excess of the fair market value of a Common Share on the date of
exercise over the base price of the right (which may not be less than the fair
market value of a Common Share on the date of grant), multiplied by the number
of shares as to which the right is being exercised. The maximum term of a share
appreciation right will be ten years from the date of grant. No more than
1,000,000 Common Shares may be subject to share appreciation rights granted
under the Plan to any one participant during any calendar year. Share
appreciation rights may be payable in cash or in Common Shares or in a
combination of both. Share appreciation rights may also be granted together
with related dividend equivalent rights.
Share Units. An award of share units gives the participant the right to
receive payment at the end of a vesting period based on the value of the Common
Share at the time of vesting. Share units are subject to vesting requirements,
restrictions and conditions to payment as the Compensation Committee determines
are appropriate. Such vesting requirements may be based on the continued
employment of the participant for a specified time period or on the attainment
of specified business performance goals established by the Committee. Share unit
awards are payable in cash or in Common Shares or in a combination of both.
Share units may also be granted together with related dividend equivalent
rights.
Restricted Share Awards. A restricted share award represents Common
Shares that are issued subject to restrictions on transfer and vesting
requirements as determined by the Compensation Committee. Vesting requirements
may be based on the continued employment of the participant for
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specified time periods and on the attainment of specified business performance
goals established by the Compensation Committee. Subject to the transfer and
vesting restrictions of the award, the participant will have the rights of a
shareholder of Platinum Holdings, including all voting and dividend rights,
during the restriction period, unless the Committee determines otherwise at the
time of the grant.
Change In Control. The Compensation Committee may, in an award
agreement, provide for the effect of a change in control on an award. These
provisions may include the acceleration of vesting of an award, the elimination
or modification of performance or other conditions, the extension of the time
for exercise or realizing gain from an award, the acceleration of payment, cash
settlement of an award or other adjustments that the Compensation Committee
considers appropriate.
Term; Amendment and Termination. The term of the Plan is 10 years. The
Board may terminate or amend the Plan at any time, subject to shareholder
approval under certain circumstances provided in the Plan. However, no
termination or amendment of the Plan will adversely affect the rights under any
previously granted award.
Effective upon completion of the Public Offering, each of Messrs.
Xxxxxx and Xxxxxx will receive options to purchase 975,000 Common Shares; Mr.
Price will receive an option to purchase 300,000 Common Shares; and Messrs.
Xxxxxx, Xxxxxxxxxxx and Xxxxxxx will each receive an option to purchase 150,000
Common Shares. In addition, other employees of the Company will receive options
to purchase in the aggregate 1,345,000 Common Shares, and each of the
nonemployee directors of the Company other than Xx. Xxxxxx will receive options
to purchase 25,000 Common Shares, in each case effective upon completion of the
Public Offering. All of these options will have an exercise price per Common
Share equal to the initial Public Offering price per Common Share and a term of
ten years, and will provide for the grant of reload options in accordance with
the terms of the 2002 Share Incentive Plan.
PLATINUM CAPITAL ACCUMULATION PLAN
Platinum has adopted the Capital Accumulation Plan (the "CAP Plan"),
which will become effective upon completion of the Public Offering. The CAP Plan
provides for the payment of a portion of a participant's annual bonus
compensation in the form of restricted shares or in share options. The material
features of the CAP Plan are summarized below.
Purpose. The purpose of the CAP Plan is to advance the interests of
Platinum Holdings and its shareholders by attracting, retaining and motivating
key personnel upon whose judgment, initiative and effort the successful conduct
of Platinum Holdings' operations is largely dependent. The CAP Plan is also
intended to further align the interests of officers, employees and consultants
with those of the shareholders by promoting the ownership of Common Shares by
these individuals.
Available Shares. No Common Shares are separately authorized for
issuance under the CAP Plan. All Common Shares subject to awards under the CAP
Plan shall be taken from the Common Shares reserved under the 2002 Share
Incentive Plan, as adjusted under the terms thereof.
Administration. The CAP Plan will be administered by the Compensation
Committee of the Board of Directors of Platinum Holdings. The Compensation
Committee shall, to the extent deemed necessary or advisable by the Board, be
constituted so as to comply with the "non-employee director" requirements of
Rule 16b-3 under the Exchange Act and the "outside director" requirements of
Section 162(m) of the Code. Subject to the limitations set forth in the CAP
Plan, the Compensation Committee has the authority to determine which employees
are eligible to participate in the CAP Plan, the number of restricted shares or
share options to be awarded, the vesting schedule of the share awards and the
other terms and conditions of participation. The Compensation Committee will
have the right, from time to time, to delegate to one or more officers
118
of Platinum Holdings the authority of the Committee to grant and determine the
terms and conditions of awards, subject to certain limitations.
Eligibility. Awards under the CAP Plan may generally be granted to any
officer or other employee or consultant of Platinum Holdings or its subsidiaries
who is entitled to bonus or incentive awards and is designated by the
Compensation Committee to participate based on such criteria as the Committee
deems appropriate. Upon designation by the Compensation Committee, participation
in the CAP Plan is generally mandatory, although the Committee may in certain
circumstances make participation elective.
Restricted Shares. A portion of each participant's annual bonus
compensation, determined in the discretion of the Compensation Committee, will
be paid in the form of restricted shares. The price of the restricted shares for
purposes of determining the number of shares to be issued may be discounted from
fair market value (as defined in the CAP Plan) at the discretion of the
Compensation Committee (to a maximum of 25%) in order to reflect the impact of
the restricted nature and potential forfeiture of the shares. The participant is
not able to sell, pledge or otherwise dispose of the restricted shares, except
by will or the laws of descent and distribution, for a period of two years, or
such other period, and subject to such conditions, as may be determined by the
Compensation Committee. In the event that the participant has been continuously
employed by Platinum Holdings or its subsidiaries upon expiration of the
restricted period, the participant shall obtain full dispositive power over his
or her shares. The Compensation Committee may provide, in its discretion, that
the restrictions on the restricted shares immediately lapse upon certain events
such as a change in control of the Company or the death, disability or
retirement of a participant.
Share Options. The Compensation Committee may in its discretion permit
a participant to elect to receive up to one-third of his or her award in the
form of a grant of non-qualified options. The Compensation Committee will
determine the number of options to be awarded in lieu of each share of
restricted shares. The exercise price of an option will be equal to the fair
market value of a Common Share on the date of the grant of the option. The
Compensation Committee will determine the vesting requirements and the term of
exercise of each option, including the effect of termination of employment or
service of a participant, provided, that unless the Committee provides
otherwise, the option will become vested and exercisable on the second
anniversary of the date of grant if the participant has been continuously
employed by Platinum Holdings or its subsidiaries. The term of a share option
will be ten years from the date of grant unless otherwise provided by the
Compensation Committee. To exercise an option, the participant must pay the
exercise price, subject to specified conditions in cash or in Common Shares
that have been held for at least six months, through a broker-assisted "cashless
exercise," or by combination of any of the above methods approved by the
Committee and must pay any required tax withholding amounts.
Change In Control. The Compensation Committee may, in an award
agreement, provide for the effect of a change in control on an award of
restricted shares or share options. These provisions may include the lapse of
restrictions or the acceleration of vesting of an award, the elimination or
modification of any conditions, the extension of the time for exercise,
provision for cash settlement of an award or other adjustments that the
Compensation Committee considers appropriate.
Term, Amendment and Termination The term of the CAP Plan is ten years.
The Board may amend the CAP Plan at any time, subject to shareholder approval
under certain circumstances provided in the CAP Plan or terminate the CAP Plan
at any time, in each case, except as would adversely affect outstanding awards
without participant consent.
119
ST. XXXX INVESTMENT, RENAISSANCERE INVESTMENT AND PRINCIPAL
SHAREHOLDERS
We expect to enter into a Formation and Separation Agreement relating
to, among other things, the St. Xxxx Investment, which is the issuance of an
aggregate of 6,000,000 Common Shares, or 15.0% of the outstanding Common Shares,
as well as the St. Xxxx Option described below, to St. Xxxx in return for the
Cash Contribution and St. Paul's contribution of the Transferred Business,
having a net tangible book value at June 30, 2002 of $.11 million
(after reflecting a dividend of $15 million to be made to United States Fidelity
and Guaranty Company, the parent of Platinum US, immediately prior to St. Paul's
contribution to Platinum of all of the outstanding common stock of Platinum US
as part of the Transferred Business), and its agreement to enter into various
agreements with us. St. Paul's Cash Contribution, together with the net tangible
book value of the Transferred Business at June 30, 2002, will represent an
amount equal to the initial public offering price less the underwriters'
discount for the Common Shares privately placed to it. If the underwriters
exercise their option to purchase up to an additional 4,506,000 Common Shares in
the Public Offering in whole or in part, St. Xxxx has the option to purchase, at
a price per share equal to the initial public offering price less the
underwriting discount, additional Common Shares in. order for it to retain the
15.0% interest, or up to 900,000 additional Common Shares if the underwriters'
option is exercised in full.
As part of the consideration for the Cash Contribution and St. Paul's
contribution of the Transferred Business, we will grant St Xxxx the St. Xxxx
Option, which is a ten-year option, exercisable in whole or in part, to
purchase, at 120% of the initial public offering price, up to 6,000,000 Common
Shares
The principal terms of the St. Xxxx Option are described under "Certain
Relationships and Related Transactions--Agreements with St. Xxxx--Option
Agreement".
The following table shows St. Paul's ownership following the Public
Offering and St. Xxxx Investment, reflecting no exercise and full exercise of
the underwriters' option to purchase additional Common Shares:
MAXIMUM OWNERSHIP
SHARES ISSUED TO ST. OF
XXXX SHARES ST. XXXX COMMON SHARES BY
WITH NO MAY PURCHASE IF ST. XXXX FOLLOWING THE
OVER-ALLOTMENT OPTION UNDERWRITERS' OVER-ALLOTMENT PUBLIC OFFERING AND
EXERCISED OPTION EXERCISED IN FULL ST. XXXX INVESTMENT
--------------------- ---------------------------- ----------------------
6,000,000 900,000 6,900,000
In addition, we have entered into an Investment Agreement with
RenaissanceRe and St. Xxxx relating to, among other things, the RenaissanceRe
Investment, which is the issuance to RenaissanceRe of an aggregate of 3,960,000
Common Shares, or 9.9% of the outstanding Common Shares, at a price per share
equal to the initial public offering price less the underwriting discount, as
well as the RenaissanceRe Option described below. If the underwriters and St.
Xxxx exercise their options to purchase up to an additional in aggregate,
5,406,000 Common Shares in connection with the Public Offering in whole or in
part, RenaissanceRe has the option to purchase, at a price per share equal to
the initial public offering price less the underwriting discount, additional
Common Shares in order for it to retain the 9.9% interest, or up to 594,000
additional Common Shares if the underwriters' and St. Paul's options are
exercised in full.
As part of the consideration for the RenaissanceRe Investment, we will
grant RenaissanceRe the RenaissanceRe Option, which is a ten-year option,
exercisable in whole or in part, to purchase, at 120% of the initial public
offering price, up to 2,500,000 Common Shares.
The principal terms of the RenaissanceRe Option are described under
"Certain Relationships and Related Transactions--The RenaissanceRe
Investment--RenaissanceRe Option Agreement".
The following table shows RenaissanceRe's ownership following the
Public Offering and the RenaissanceRe Investment, reflecting no exercise and
full exercise of the underwriters' option to purchase additional Common Shares:
SHARES RENAISSANCERE MAXIMUM OWNERSHIP OF
MAY PURCHASE IF COMMON SHARES BY
UNDERWRITERS' AND ST. RENAISSANCERE FOLLOWING THE
SHARES ISSUED TO RENAISSANCERE PAUL'S PUBLIC OFFERING, THE ST. XXXX
WITH NO OVER-ALLOTMENT OPTION OVER-ALLOTMENT OPTION INVESTMENT AND
EXERCISED EXERCISED IN FULL RENAISSANCERE INVESTMENT
------------------------------ --------------------- -----------------------------
3,960,000 594,000 4,554,000
120
St. Paul's address is 000 Xxxxxxxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx 00000
RenaissanceRe's address is Xxxxxxxxxxx Xxxxx 0-00 Xxxxxxxx, Xxxxxxxx XX 00,
Xxxxxxx. The Company is not aware of any potential 5% beneficial owner of Common
Shares other than St. Xxxx or RenaissanceRe.
The completion of the St. Xxxx Investment under the Formation and
Separation Agreement and the RenaissanceRe Investment under the Investment
Agreement are conditioned upon completion of the Public Offering. The closing
of the St. Xxxx Investment and the RenaissanceRe Investment will occur
simultaneously with the completion of the Public Offering. The completion of
the Public Offering and the completion of the ESU Offering are conditioned on
each other.
St. Xxxx and RenaissanceRe have been granted rights to require the
Company to register all of the Common Shares they acquire pursuant to the St.
Xxxx Investment, the St. Xxxx Option, the RenaissanceRe Investment, the
RenaissanceRe Option or otherwise as provided under the Formation and
Separation Agreement and the Investment Agreement, respectively. See "Shares
Eligible For Future Sale" and "Certain Relationships and Related Transactions".
Messrs. Xxxxxx, Xxxxxx and Xxxxxxxxxx have indicated an intent to
purchase Common Shares in the Public Offering as follows:
Xx. Xxxxxx Common shares with an aggregate
purchase price of $1 million
Xx. Xxxxxx Common Shares with an aggregate
purchase price of between $150,000
and $200,000
Xx. Xxxxxxxxxx 2,500 Common Shares
In addition, our directors and executive officers have been granted
stock options effective upon completion of the public offering. The following
table sets forth the number of Common Shares subject to the options granted to
our directors and executive officers.
NUMBER OF COMMON SHARES SUBJECT
TO
STOCK OPTION EXPECTED TO BE
GRANTED
UPON COMPLETION OF OF THE PUBLIC PERCENT OF
NAME OF BENEFICIAL OWNER OFFERING CLASS(1)
-------------------------------------------- ---------------------------------- ----------
Xxxxxx X. Xxxxxx 975,000 2.4%
Xxxxxx X. Xxxxxx 975,000 2.4%
Xxxxxxx X. Xxxxx 300,000 *
Xxxx X. Xxxxxxx 150,000 *
Xxxxxxx X. Xxxxxx 150,000 *
Xxxxxxx X. Xxxxxxxxxxx 150,000 *
X. Xxxxxxx Xxxxxxx 25,000 *
Xxx X. Xxxxxxxxxx 25,000 *
Xxxxxxxx X. Bank 25,000 *
Xxx X. Xxxxxxx 25,000 *
Xxxxx X. Xxxxxx 25,000 *
Directors and executive officers as a group 2,825,000 7.1%
---------------------
(1) Assuming that 40,000,000 Common Shares are outstanding upon completion
of the Public Offering, which excludes (i) Common Shares which may be
issued pursuant to the underwriters' option to purchase additional
Common Shares, and additional Common Shares which may be purchased by
St. Xxxx and RenaissanceRe if the underwriters exercise their option,
(ii) Common Shares which may be issued pursuant to the St. Xxxx Option,
(iii) Common Shares which may be issued pursuant to the RenaissanceRe
Option, (iv) Common Shares which may be issued pursuant to the Platinum
2002 Share Incentive Plan, (v) Common Shares which may be issued
pursuant to the purchase contracts that are part of the equity security
units issued in the ESU Offering and (vi) Common Shares that may be
issued upon exercise by St. Xxxx or RenaissanceRe of their pre-emptive
rights in connection with the settlement of the purchase contracts that
are part, of the equity security units.
* Less than 1%.
121
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The following summarizes the material terms of the agreements among St.
Xxxx, RenaissanceRe and Platinum listed below. This summary is subject to, and
is qualified in its entirety by reference to, all of the provisions of the
relevant agreements. A copy of each agreement is filed as an exhibit to the
registration statement of which, this prospectus is a part.
THE ST. XXXX INVESTMENT
Prior to completion of the Public Offering and the ESU Offering, we and
St. Xxxx and certain of St. Paul's subsidiaries will enter into a number of
agreements with respect to our formation and operations. The terms of these
agreements have been negotiated by Platinum and St. Xxxx but do not necessarily
reflect terms that Platinum or St. Xxxx would agree to with an independent third
party.
FORMATION AND SEPARATION AGREEMENT
GENERAL. Prior to the completion of the Public Offering, the ESU
Offering, the St. Xxxx Investment and the RenaissanceRe Investment, we will
enter into the Formation arid Separation Agreement with St. Xxxx which will set
forth the terms of our establishment and organization, certain actions that will
be required to be taken prior to the completion of the Public Offering, the ESU
Offering and the St. Xxxx Investment, termination of certain relationships with
St. Xxxx and certain continuing relationships with St. Xxxx following the
completion of the Public Offering, the St. Xxxx Investment and the ESU Offering.
Under the Formation and Separation Agreement, we will, among other things,
reimburse St. Xxxx for certain specified expenses incurred in connection with
our formation, the registration of the Common Shares and the St. Xxxx
Investment. The Formation and Separation Agreement also provides for St. Xxxx to
reimburse us up to $4.5 million for certain transitional expenses. The Formation
and Separation Agreement will provide for St. Xxxx to contribute to us and our
affiliates the Transferred Business, which consists of certain tangible and
intangible assets required for the operation of our business, including renewal
rights in respect of reinsurance contracts underwritten by St. Xxxx, systems,
records, assignments of leases and furniture arid fixtures, as well as all of
the outstanding capital stock of Platinum US. It will also provide for St. Xxxx
to make the Cash Contribution and for St. Xxxx and us to enter into various
agreements, including the Quota Share Retrocession Agreements by which we will
reinsure the Assumed Reinsurance Contracts. Pursuant to the St. Xxxx Investment,
as consideration for St Paul's Cash Contribution and the contribution of the
Transferred Business, having a net tangible book value at June 30, 2002 of $11
million (after reflecting a dividend of $15 million to be made to United States
Fidelity and Guaranty Company, the parent of Platinum US, immediate1y prior to
St. Paul's contribution to Platinum of all of the outstanding common stock of
Platinum US as part of the Transferred Business), and its agreement to enter
into various agreements with us, we will issue to St. Xxxx 6,000,000 Common
Shares, or 15.0% of the Common Shares to be outstanding following the Public
Offering, and we will grant St. Xxxx the St Xxxx Option. St. Paul's Cash
Contribution, together with the net tangible book value of the Transferred
Business at June 30, 2002, will represent an amount equal to the initial public
offering price less the underwriters' discount for the Common Shares privately
placed to it. See "--Option Agreement". If the underwriters exercise their
option to purchase additional Common Shares, St. Xxxx has the option to
purchase, at a price per share equal to the initial public offering price less
the underwriting discount, up to the number of additional Common Shares as are
necessary for it to retain its 15.0% interest. The number of Common Shares to be
issued to St. Xxxx (including the number of Common Shares issuable pursuant to
the St. Xxxx Option) for the Cash Contribution and the contribution of the
Transferred Business was determined by St. Xxxx and Platinum Holdings, based on
the nature of the business transferred, including the contractual arrangements
between the parties, and the expected valuation of Platinum Holdings in the
Public Offering.
122
GENERAL CROSS INDEMNIFICATION. The Formation and Separation Agreement
provides that, except as otherwise set forth in any provision of the Formation
and Separation Agreement or any other agreement between St. Xxxx and us provided
for therein:
- St. Xxxx generally shall indemnify Platinum Holdings, Platinum
Ireland, Platinum US, Platinum UK and Platinum Bermuda and their
respective officers, directors, employees, representatives and
agents (the "Platinum Indemnities") from and against any and all
losses, liabilities, claims, damages, obligations, payments,
costs and expenses ("Liabilities") of any such Platinum
Indemnitee that arise out of any act, omission, event or
condition occurring or arising prior to the completion of the
Public Offering relating to (1) (A) the ownership, operation or
use of the reinsurance business of St. Xxxx Re or the assets
transferred to us by St. Xxxx or any of its subsidiaries, and (B)
Platinum US; (2) any breach by St. Xxxx, any of its subsidiaries,
or any person acting on behalf of St. Xxxx or any such subsidiary
of any representation, warranty, covenant or undertaking
contained in the Formation and Separation Agreement or any other
agreement between St. Xxxx and us provided for thereby; and (3)
any and all taxes (the "Pre-closing Taxes") (A) imposed on St.
Xxxx and its "affiliated group" as defined in Section 1504(a) of
the Code, (B) relating to Platinum US or for which Platinum US
could be liable, or (C) directly relating to the assets
transferred with the Transferred Business for any taxable periods
ending on or before the date of the completion of the Public
Offering, subject to certain exceptions. St. Xxxx will not be
obligated to so indemnify any Platinum Indemnitee for any
Liabilities arising out of any act or omission occurring or
arising prior to the completion of the Public Offering of any of
Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxxxx X.
Xxxxxxxxxxx or Xxxxxxx X. Xxxxx taken in furtherance of the
organization of Platinum Holdings or its subsidiaries, the Public
Offering, the registration statement of which this prospectus is
a part, the agreements between St. Xxxx and us provided for in
the Formation and Separation Agreement, Or the transactions
related thereto but otherwise do include Liabilities arising out
of any act or omission occurring or arising prior to the
completion of the Public Offering of any of such individuals in
their capacities as officers of St. Xxxx Re.
- Platinum Holdings shall indemnify St. Xxxx, its subsidiaries and
their respective officers, directors, employees, representatives
and agents (the "St. Xxxx Indemnitees") from and against any and
all Liabilities of any such St. Xxxx Indemnitee that arise out of
any act, omission, event or condition occurring or arising at or
after the completion of the Public Offering relating to (1) the
ownership, operation or use of the business of Platinum or the
related assets by Platinum on or after the completion of the
Public Offering; (2) any breach by Platinum Holdings, any of its
subsidiaries or any person acting on behalf of Platinum Holdings
or any such subsidiary of any representation, warranty, covenant
or undertaking contained in any agreement between St. Xxxx and us
provided for in the Formation and Separation Agreement; and (3)
any and all taxes that are not Pre-closing Taxes. Platinum's
Liabilities include all Liabilities relating to the employment
agreements with Xxxxxx X. Xxxxxx, Xxxxxx X. Xxxxxx, Xxxxxxx X.
Xxxxxx, Xxxxxxx X. Lombardozziand Xxxxxxx X. Xxxxx irrespective
of whether occurring or arising prior to, on or after the
completion of the Public Offering and all Liabilities relating to
the obligations of St. Xxxx and its subsidiaries to write or
renew certain reinsurance agreements incepting on or after
January 1, 2002.
This general indemnification under the Formation and Separation Agreement does
not cover any Liabilities relating to the Public Offering under the federal or
any state securities laws.
SECURITIES INDEMNIFICATION BY PLATINUM HOLDINGS. The Formation and
Separation Agreement provides that Platinum Holdings shall indemnify (including
reimbursement for expenses) to the full extent permitted by law, St. Xxxx, its
subsidiaries and their respective officers, directors, employees and agents, and
each person who controls any of them and the officers, directors, employees and
agents of each such controlling person (each, a "St. Xxxx Registration
Indemnitee"), from and
123
against any and all Liabilities arising out of or based upon any untrue
statement or alleged untrue statement of a material fact in the "Platinum
Information", being the information (other than the St. Xxxx Information and
Shared Information (each as defined below)) contained in the registration
statement relating to the Public Offering, the registration statement relating
to the ESU Offering or the private offering memorandum relating to the
RenaissanceRe Investment or arising out of or based upon any omission or
alleged omission to state a material fact required to be stated or necessary to
make the statements in the Platinum Information not misleading.
SECURITIES INDEMNIFICATION BY ST. XXXX. The Formation and Separation
Agreement provides that St. Xxxx shall indemnity (including reimbursement for
expenses), to the full extent permitted by law, Platinum Holdings, its
subsidiaries and their respective officers, directors, employees and agents and
each person who controls any of them and the officers, directors, employees, and
agents of each such controlling person (each, a "Platinum Registration
Indemnitee") from and against any and all Liabilities (including "Damages", if
any, owed by us to RenaissanceRe pursuant to Section 10.13 of the Investment
Agreement (the "RenaissanceRe Liabilities")) arising out of or based upon any
untrue statement or alleged untrue statement of a material fact in the "St. Xxxx
Information" contained in the registration statement relating to the Public
Offering, the registration, statement, relating to the ESU Offering, and the
private offering memorandum relating to the RenaissanceRe Investment or arising
out of or based upon any omission or alleged omission to state a material
fact required to be stated or necessary to make the statements in the St. Xxxx
Information not misleading. St. Xxxx Information is generally the information
in this prospectus and the prospectus relating to the ESU Offering set forth
under the captions "The Predecessor Business" and in the financial statements
of "The St. Xxxx Companies, Inc. Reinsurance Underwriting Segment
(Predecessor)".
INDEMNIFICATION FOR SHARED INFORMATION. Notwithstanding the
indemnification provisions in the two preceding paragraphs, St. Xxxx and
Platinum shall indemnify (including reimbursement for expenses), to the full
extent permitted by law, each Platinum Registration Indemnitee and each St.
Xxxx Registration Indemnitee, respectively, for 50% of any and all Liabilities
(including RenaissanceRe Liabilities, if any,) arising out of or based upon, any
untrue statement or alleged untrue statement of a material fact in the Shared
Information contained in the registration statement relating to the Public
Offering, the registration statement relating to the ESU Offering or the private
offering memorandum relating to the RenaissanceRe Investment or arising out of
or based upon any omission or alleged omission to state a material fact
required to be stated or necessary to make the statements in the Shared
Information not misleading. "Shared Information" means any numerical, financial,
narrative or other information contained in the Platinum Information that is
based on or related to any pro forma financial information or disclosure with
respect to the Transferred Business described in the registration statement.
SECURITIES CONTRIBUTIONS. If for any reason the foregoing securities
indemnifications are unavailable to, or are insufficient to hold harmless, any
registration indemnitee, the indemnifying party shall contribute to the amount
paid or payable by such registration indemnitee in a proportion to reflect the
parties' relative benefits and relative faults. For the avoidance of doubt, St.
Xxxx xxx not require any contribution from Platinum for any Liabilities arising
out of or based upon any St. Xxxx Information, and Platinum may not require any
contribution from St. Xxxx for any Liabilities arising out of or based upon any
Platinum Information. Furthermore, any contribution with respect to any
Liabilities arising out of or related to any Shared Information are limited to
50% of the amount of such Liabilities.
LIMITATIONS ON SECURITIES INDEMNIFICATION BY ST. XXXX. St. Paul's
aggregate liability to the Platinum Registration Indemnitees, including with
respect to RenaissanceRe Liabilities, is limited to a duration of two years
following the completion of the Public Offering and the ESU Offering and covers
only the excess of (1) $400 million over (2) any amounts directly paid or
payable by St. Xxxx (x) to investors in the Public Offering and the ESU Offering
in respect of claims against St. Xxxx
124
arising under the registration statement relating to the Public Offering, the
registration statement relating to the ESU Offering, (y) to RenaissanceRe in
connection with the RenaissanceRe Investment, and/or (z) the underwriters of the
Public Offering and the ESU Offering pursuant to an obligation of St. Xxxx
under the underwriting agreements for the Public Offering and the ESU Offering
to pay certain indemnification, contribution and expense reimbursement
obligations of Platinum to the underwriters if Platinum fails to pay in defined
circumstances. The limitation to $400 million in clause (1) of the preceding
sentence applies to the Public Offering, the ESU Offering and the RenaissanceRe
Investment taken together and not individually. In the event Platinum Holdings
is obligated to indemnify RenaissanceRe with respect to RenaissanceRe
Liabilities arising out of St. Xxxx Information or Shared Information, Platinum
Holdings and St. Xxxx agree that (i) the payment by St. Xxxx to Platinum
Holdings of any amounts with respect to indemnification of such RenaissanceRe
Liabilities shall be segregated from other indemnification payments (if any)
made by St. Xxxx to Platinum Holdings so that they may be available to
RenaissanceRe (such segregated amounts not to exceed $40 million), and (ii) no
payments shall be made by St. Xxxx to any Platinum Registration indemnitees or
others that in the aggregate exceed $360 million prior to the satisfaction by
St. Xxxx of any obligation to indemnify Platinum in order to satisfy
indemnification of any RenaissanceRe Liabilities prior to the termination of St.
Paul's obligations to Platinum Registration Indemnitees. For a discussion of
Platinum's obligations to indemnify RenaissanceRe, see "--The RenaissanceRe
Investment--Investment Agreement--Indemnification and Waiver".
If Platinum Registration Indemnitees make a claim for the
indemnification, contribution or reimbursement of expenses against St. Xxxx
(including with respect to RenaissanceRe Liabilities), St. Paul's obligation to
indemnify, contribute to, or reimburse the Platinum Registration Indemnitees
(including with respect to RenaissanceRe Liabilities) with respect to such claim
is conditioned on, and only payable upon, the concurrent settlement or
resolution of all claims then outstanding at the time of such settlement or
resolution against St. Xxxx (other than claims by the underwriters of the Public
Offering and the ESU Offering) which are then subject to the limitation on
liability set forth in the immediately preceding paragraph provided St. Xxxx
continues in good faith to seek and assist in the resolution or settlement of
all such claims.
NON-COMPETITION. The Formation and Separation Agreement generally
provides that, for a period of two years after the completion of the Public
Offering, neither St. Xxxx nor any of its subsidiaries or any of their
respective directors, officers or agents may
(1) offer, issue, sell, refer or promote, directly or indirectly, any
contracts of reinsurance of the same type as the Assumed
Reinsurance Contracts and for which St. Xxxx has granted to
Platinum the rights to seek renewal, provided that Platinum
continues to provide, during the two-year non-competition period,
reinsurance coverage of such types to third parties;
(2) employ, offer to employ or solicit with a view to employment
specified key employees or employees in specified positions of
Platinum; or
(3) use or disclose to any person other than Platinum Holdings or any
of its subsidiaries any information relating to the Transferred
Business of a confidential nature except in connection with the
administration of (1) the Assumed Reinsurance Contracts and the
run-off business of St. Xxxx or (2) any liabilities retained by
St. Xxxx. St. Xxxx, its subsidiaries and their respective
directors, officers and agents may disclose such confidential
information relating to the Transferred Business only in the
ordinary course of business, consistent with past practice and
shall use reasonable efforts to avoid providing such confidential
information relating to the Transferred Business to a competitor
of Platinum under circumstances reasonably likely to materially
impair the value of Platinum's right to seek such renewals of any
reinsurance agreements underwritten by St. Xxxx Re and in effect
as of the date of completion of the Public Offering.
In addition, for two years after the completion of the Public Offering,
neither St. Xxxx nor any of its subsidiaries may sponsor or assist, directly or
indirectly, in the sponsorship of a newly formed
125
property or casualty reinsurer for so long as St. Xxxx continues to own 10% or
more of the outstanding Common Shares.
The non-competition agreements in clauses (1) and (2) above are not
binding upon a subsidiary of St. Xxxx after the time such person ceases to be a
subsidiary. With certain exceptions, the non-competition agreement in clause (1)
above does not apply to any affiliate of St. Xxxx that is not a subsidiary of
St. Xxxx, including any person which acquires all or substantially all of the
capital stock or assets of St. Xxxx through merger, consolidation, tender offer,
acquisition of assets or otherwise, but the non-competition agreements in
clauses (2) and (3) shall apply to such affiliates of St. Xxxx.
Notwithstanding the foregoing, neither St. Xxxx nor any of its
subsidiaries is prohibited from
(1) engaging in any line of business in which it is engaged
immediately after the completion of the Public Offering and for
which St. Xxxx has not transferred to Platinum the right and any
obligations to seek renewals, including, without limitation, the
run-off business (but not including any renewals thereof) of St.
Xxxx, purchasing reinsurance for its own account, the reinsurance
business written through Discover Re and Lloyd's of London
operations and property catastrophe facultative business written
by St. Paul's CATrisk Property division;
(2) acquiring any person or any interest in any person engaged in any
line of business except for an acquisition of an interest of more
than 49% of a person that generated 50% or more of its gross
revenues, excluding investment income and realized investment
gains and losses, in the most recent fiscal year for which
financial statements are available, by writing property or
casualty reinsurance (a "Permitted Acquiree"), provided that such
an acquired person is not allowed to use the name "St. Xxxx",
"USF&G" or "F&G" or any derivative thereof or any logo or xxxx
identified with such names in connection with its reinsurance
business, provided further, however, that St. Xxxx and any of its
subsidiaries may acquire an interest of more than 49% of a person
that is not a Permitted Acquiree if St. Xxxx or such subsidiary
promptly divests the property or casualty reinsurance operations
of such person; or
(3) soliciting, offering, issuing, selling, purchasing or referring
any contracts of reinsurance of any type (A) with any of St.
Paul's affiliates, (B) in connection with St. Paul's run-off
business (other than renewals thereof) or (C) in connection with
finite business covered by any of the Quota Share Retrocession
Agreements or which Platinum and its subsidiaries declines to
reinsure.
TRANSFER RESTRICTIONS. The Formation and Separation. Agreement provides
that, except in connection with any tender or exchange offer made to all holders
of Common Shares and certain other situations, St. Xxxx xxx not transfer more
than 9.9% of the Common Shares outstanding at the time of such transfer to any
person that generated 50% or more of its gross revenues in the most recent
fiscal year for which financial statements are available by writing property or
casualty insurance or reinsurance.
STANDSTILL PROVISIONS. The Formation arid Separation Agreement provides
that neither St. Xxxx nor any of its subsidiaries, nor any director, officer,
employee, agent or representative of St. Xxxx or such subsidiaries
(collectively, the "Representatives") may (and St. Xxxx, its subsidiaries and
such Representatives will not act in concert or participate with or advise,
encourage, solicit or seek to influence any other party or entity to), seek to
advise, encourage or influence any party or entity with respect to the voting
of any of our voting securities in an attempt to cause a change in control of
Platinum Holdings, initiate or otherwise solicit our shareholders for the
granting of any proxy or the approval of one or more shareholder proposals in an
attempt to cause a change in control of Platinum Holdings or induce or attempt
to induce any other party or entity to seek any proxy in an attempt to cause a
change in control of Platinum Holdings or to initiate any shareholder proposal
in an attempt to cause a change in control of Platinum Holdings, or directly or
indirectly acquire,
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announce an intention to acquire, or agree to acquire, by purchase or
otherwise, beneficial ownership of any voting securities; of Platinum Holdings,
if immediately after any such acquisition, St. Xxxx or any subsidiary of St.
Xxxx would beneficially own, in the aggregate, more than 24.9% of the voting
securities of Platinum Holdings then outstanding, provided that there are no
limitations on St. Paul's ability to communicate with RenaissanceRe or any of
its affiliates in respect of any matter.
A change in control of Platinum Holdings is deemed to have occurred if
(i) any person or group (as defined for purposes of Section 13 of the Exchange
Act) (excluding Platinum Holdings or any wholly owned subsidiary thereof)
becomes the beneficial owner of more than 50% of the outstanding equity
securities of Platinum Holdings representing the right to vote for the election
of directors or (ii) there shall occur a merger, consolidation or other business
combination in which Platinum Holdings is acquired (unless the shareholders of
Platinum Holdings immediately before such business combination own, directly or
indirectly, immediately following such business combination, at least a majority
of the combined voting power of the entity resulting from such business
combination).
PRE-EMPTIVE RIGHTS. The Formation and Separation Agreement provides
that if Platinum Holdings proposes to issue (a "Dilutive Transaction") any
Common Shares or any securities convertible into, exchangeable for or carrying
in any way the right to acquire Common Shares ("New Securities"), St. Xxxx will
have the right to subscribe for up to such number of new securities of Platinum
Holdings as is necessary to maintain St. Paul's beneficial ownership interest in
Platinum Holdings at the same percentage owned immediately prior to the Dilutive
Transaction. The precise number of New Securities to be issued to St. Xxxx will
be rounded up to the nearest round lot number. The issuance of Common Shares
upon the settlement of the purchase contracts forming part of the equity
security units issued in the ESU Offering is deemed to be a Dilutive
Transaction. St. Xxxx has the right to register any Common Shares acquired by it
pursuant to such pre-emptive rights in accordance with the provisions of the
Registration Rights Agreement described under " -- Registration Rights Agreement
with St. Xxxx".
St. Xxxx will have no preemptive rights with respect to any new
securities issued pursuant to any director or employee benefit plans of Platinum
Holdings or any acquisition transaction engaged in by Platinum Holdings. St.
Paul's pre-emptive rights to subscribe for new securities will terminate at the
time St. Xxxx beneficially owns less than 10% of Platinum Holdings' outstanding
Common Shares. Furthermore, St. Xxxx will have no pre-emptive rights with
respect to any proposed Dilutive Transaction if (1) in an underwritten public
offering, the underwriters request a reduction of the number of new securities
to be issued; (2) a nationally recognized investment bank mutually agreed by
Platinum Holdings and St. Xxxx advises St Xxxx and Platinum Holdings in writing
to the effect that exercising St. Paul's pre-emptive rights would materially
hinder or interfere with the proposed Dilutive Transaction. In addition, St.
Xxxx will have no pre-emptive rights in the event of an issuance of Common
Shares upon the conversion or exchange of New Securities with respect to the
issuance of which St Xxxx had pre-emptive rights. In addition, St. Xxxx will
have no preemptive rights to subscribe for New Securities if the ownership
thereof would cause St. Xxxx to be a "United States 25% Shareholder". See
"Description of our Common Shares -- Restrictions on Transfer".
SHARE BUY-BACK PROGRAMS. The Formation and Separation Agreement
provides that if Platinum Holdings repurchases its Common Shares (and if
applicable, new securities as specified above under "--Pre-Emptive Rights") in
accordance with a repurchase program approved by Platinum Holdings' board of
directors, then St. Xxxx must sell to Platinum Holdings, on each day on which
any Common Shares are so repurchased at a price equal to the average price of
repurchases by Platinum Holdings on such day, that number of Common Shares which
is necessary to limit St. Paul's beneficial ownership interest in Platinum
Holdings to no more than 24.9% of the outstanding Common Shares after all such
repurchases. St. Xxxx xxx require that any repurchases from it by Platinum
Holdings must be at the average purchase price of any
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repurchases effected by Platinum Holdings on such day pursuant to Rule 10b-18
under the Exchange Act.
LIMIT ON RECOVERY FROM PLATINUM OFFICERS AND DIRECTORS. The Formation
and Separation Agreement provides that, in any legal action which may be
commenced by St. Xxxx against Platinum, its officers and/or its directors, St.
Xxxx shall not recover from Platinum's officers or directors in excess of the
amount Platinum is able to indemnify such officers or directors other than in
the circumstance where such indemnification is restricted due to such officers
and/or directors having engaged in fraud, intentional misconduct or criminal
acts. Platinum's officers and directors are third party beneficiaries of this
agreement by St. Xxxx.
QUOTA SHARE RETROCESSION AGREEMENTS
Subject to the completion of the Public Offering, the ESU Offering and
the St. Xxxx Investment, St. Xxxx and its subsidiaries will transfer the
liabilities, related assets and rights and risks under the Assumed Reinsurance
Contracts to our insurance company subsidiaries through several 100% Quota Share
Retrocession Agreements. All the Quota Share Retrocession Agreements will take
effect as of 12:01 a.m. on the later of the business clay immediately following
the date of the completion of the Public Offering or October 1, 2002.
Accordingly, while St. Xxxx will be contractually committed to effect the
transfer, the effective time of the transfer of the Assumed Reinsurance
Contracts will occur after the investors purchase Common Shares in this
offering. The transfer of all other assets will take place on the date of
completion of the Public Offering.
The Quota Share Retrocession Agreements will provide for certain
insurance subsidiaries of St. Xxxx to transfer to us cash in an amount equal to
all of the existing loss and allocated loss adjustment expense, unearned premium
(subject to agreed upon adjustments) and other related reserves as of the date
of the transfer and 100% of future premiums (less any ceding commission)
associated with the Assumed Reinsurance Contracts relating to periods after the
date of the transfer. With respect to certain non-traditional contracts of
reinsurance, a portion of the future premium will be applied to settle balances
related to prior year experience for the benefit of St. Xxxx Also with respect
to certain other non-traditional contracts of reinsurance. St. Xxxx will cede
losses in excess of profit balances related to prior year experience. We will
indemnity St. Xxxx for any unpaid losses, loss adjustment expenses and other
payment obligations incurred by St. Xxxx under the Assumed Reinsurance Contracts
on or after January 1 2002 and prior to the time of the transfer. We will also
assume liability for 100% of all future loss, loss adjustment expense and other
payment obligations that, arise under the Assumed Reinsurance Contracts on and
after the date of the transfer. St. Xxxx will retain ail of its reinsurance
exposure not being transferred to us including any related punitive damages and
will administer the associated run-off. The Quota Share Retrocession Agreements
provide, with limited exceptions, that retrocessional reinsurance purchased by
St. Xxxx Re in respect of the Assumed Reinsurance Contracts shall inure to our
benefit and shall be at our expense.
It is anticipated that our insurance subsidiaries will maintain in
trust assets to secure their obligations to the St. Xxxx insurance subsidiaries
that cede business to us under the Quota Share Retrocession Agreements. We would
be permitted to terminate the trusts if the reserves transferred by the
insurance subsidiaries of St. Xxxx do not exceed specified amounts (for example,
$100 million in the case of Platinum US's Quota Share Retrocession. Agreement
with St. Xxxx Fire and Marine Insurance Company) as of two successive calendar
year ends. It is possible that, alternative mutually agreeable credit support
arrangements will be substituted for those described above.
Under the Quota Share Retrocession Agreements, St. Xxxx retains
underwriting gain or loss with respect to the Assumed Reinsurance Contracts for
the period from January 1, 2002 up to the transfer date, which is 12:01 a.m. on
the later of the business day immediately after the date of completion of the
Public Offering or October 1, 2002. Accordingly, St. Xxxx retains underwriting
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losses, if any, with respect to catastrophes arising before the transfer date to
the extent reserves are established therefore as of such date. Platinum bears
all underwriting loss from catastrophes occurring on or after the transfer date
and any underwriting loss or gain resulting from reestimation of catastrophe
losses established by St. Xxxx as of the transfer date. Under the Quota Share
Retrocession Agreements, premiums attributable to policy periods prior to the
transfer date are retained by St. Xxxx, and premiums attributable to periods on
or following the transfer date are for Platinum's benefit. Consistent with St.
Paul's accounting practices, St. Xxxx and Platinum intend to allocate 2002
premiums attributable to catastrophe coverage before and after the transfer date
between themselves on a pro rata basis over the applicable policy period,
without adjustment for seasonally that exists for certain catastrophe losses.
Certain catastrophic events, such as hurricane and windstorm exposure in North
America, tend to occur more frequently in the latter half of the calendar year.
Accordingly, Platinum's premium income attributable to certain catastrophe
coverages and earned in the period following the time of effectiveness of the
Quota Share Retrocession Agreements may not, due to seasonally among other
factors, sufficiently match Platinum's exposure to losses from certain
catastrophic events which may occur in the remaining part of 2002.
UNDERWRITING MANAGEMENT AGREEMENTS
In the case of business written in the U.S., for the period of one year
following the completion of the Public Offering, we will have the right to
underwrite specified reinsurance business on behalf of St. Xxxx in cases where
we are unable to underwrite that business ourselves because, despite using our
reasonable best efforts, we have not obtained a necessary or desirable
regulatory license or approval to do so or we have not yet been approved as a
reinsurer by the cedent We will reinsure such business pursuant to the Quota
Share Retrocession Agreements. In the case of business written in the U.K., St.
Xxxx will continue to write such business through the agency of Platinum UK in
cases where we are unable to underwrite that business ourselves because, despite
using our reasonable best efforts, we have not obtained a necessary or desirable
regulatory license or approval to do so or we have not yet been approved as a
reinsurer by the cedent until the earlier of the first anniversary of the
completion of the Public Offering and the date at which Platinum UK obtains a
license. This will allow us to participate in reinsurance business which is
bound after the completion of the Public Offering without any delay occasioned
by the start-up of our operations, including the lack of required licenses, and
facilitate the transition of St. Xxxx Re's business to us.
For a period of three years following the completion of the Public
Offering, we will underwrite on behalf of St. Xxxx Re, subject to the consent
of St. Xxxx, renewals of in-force contracts of finite reinsurance. St. Xxxx Re
will retrocede to us 100% of the unpaid and future losses under currently
in-force contracts and we will have the option to reinsure losses under certain
renewed contracts and will be required to offer to reinsure losses under other
contracts for a fair market retrocession premium pursuant to the Quota Share
Retrocession Agreements. Under the Quota Share Retrocession Agreements, a
portion of future premiums will be applied to settle balances related to prior
year experience for the benefit of St. Xxxx. St. Xxxx will have an option to
renew this arrangement with us for a subsequent period of two years. In the
U.K. this arrangement will be limited to finite treaties which St. Xxxx Re has
entered into with a small number of identified cedents and any further finite
treaties which may be entered into on behalf of St. Xxxx Re UK prior to
September 30, 2003.
UK BUSINESS TRANSFER AGREEMENT
St. Xxxx Reinsurance Company Limited ("St. Xxxx Re UK") and Platinum UK
will enter into a UK Business Transfer Agreement under which Platinum UK will,
subject to the completion of the Public Offering, the ESU Offering and the St.
Xxxx Investment and as of the date of completion of the Public Offering, acquire
the reinsurance business of St. Xxxx Re UK, together with the associated
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customer lists and goodwill (other than the assumption of liability for, or the
management of, existing reinsurance contracts entered into by St. Xxxx Re UK).
If, at the completion of the Public Offering, Platinum UK has not obtained a
license, Platinum UK will carry on this reinsurance business solely as agent of
St. Xxxx Re UK in accordance with specific provisions included in the
Underwriting Management Agreement between St. Xxxx Re UK and Platinum UK until
the earlier of the first anniversary of the completion of the Public Offering
and the date on which such authorization is obtained. During the term of this
agency, this reinsurance business will be the subject of 100% quota share
retrocession agreements to Platinum US. Once Platinum UK is authorized to carry
on insurance business in the United Kingdom in its own right, it will be
entitled to write reinsurance business for its own account and benefit in
succession to St. Xxxx Re UK. Platinum UK will not be in a position to write
reinsurance business for its own account arid benefit in succession to St. Xxxx
Re UK, unless and until such authorization shall have been obtained.
The UK Business Transfer Agreement also provides for the transfer of
certain St. Xxxx Re UK employees from St Xxxx Re UK to Platinum UK and provides
for the allocation of assets and liabilities and certain other agreements with
respect to employee compensation and benefit plans.
MASTER SERVICES AGREEMENTS
Effective as of the completion of the Public Offering, the ESU Offering
and the St. Xxxx Investment, we expect to enter into Master Services Agreements
with St Xxxx and certain of its subsidiaries for the provision by them of
certain services for a transitional period of time. The principal services to be
covered by these agreements include accounting, payroll administration, human
resources management and systems support. The services will be provided as long
as we deem necessary, but no later than June 30, 2003, although the provision of
particular services may be extended on a case-by-case basis. The services are to
be provided at their cost to St. Xxxx.
RUN-OFF SERVICES AGREEMENTS
Effective as of the completion of the Public Offering, the ESU Offering
and the St. Xxxx Investment, we will enter into Run-off Services Agreements with
St. Xxxx and certain of its subsidiaries under which we will, for a period of up
to two years following completion of the Public Offering, provide St. Xxxx with
specified services in administering the run-off of the reinsurance contracts
entered into by St. Paul's insurance subsidiaries prior to January 1, 2002 and
not reinsured by us and of the Assumed Reinsurance Contracts. The services are
to be provided at their cost to us.
EMPLOYEE BENEFITS AND COMPENSATION MATTERS AGREEMENT
Effective upon the completion of the Public Offering, the ESU Offering
and the St. Xxxx Investment, Platinum US will enter into an Employee Benefits
and Compensation Matters Agreement with St. Xxxx that provides for the transfer
of our employees from St. Xxxx and provides for the allocation of assets and
liabilities and certain other agreements with respect to employee compensation
and benefit plans. Pursuant to the agreement, all eligible employees of Platinum
US will continue to participate, through December 31, 2002, in certain St. Xxxx
welfare arid fringe benefit plans on the same basis as if they had remained St.
Xxxx employees, after which the employees will participate in employee benefit
plans established and maintained by Platinum US. Platinum US will be responsible
for the costs of providing this continuation coverage to eligible Platinum US
employees under the welfare and fringe benefit plans in accordance with the
terms of a letter agreement to be entered into between St. Xxxx and Platinum US.
Each Platinum US employee who participated in the St. Xxxx 401(k) plan
or the St. Xxxx Xxxxx Ownership Plan prior to the completion of the Public
Offering will receive employer matching contributions under each plan through
the date of completion of the Public Offering and all matching contributions, as
well as performance share awards under The St. Xxxx Xxxxx Ownership Plan, will
be fully vested as of the completion of the Public Offering. Following the
completion of the
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Public Offering, the Platinum US defined contribution plan will accept the
rollover of eligible rollover distributions from the St. Xxxx 401(k) plan and
the St. Xxxx Xxxxx Ownership Plan.
For purposes of the St. Xxxx xxxxx option plans, transfer of an
employee's employment from St. Xxxx to Platinum US will be deemed to be a
termination of employment. All St. Xxxx xxxxx options held by Platinum US
employees that are vested as of the completion of the Public Offering will be
exercisable in accordance with their terms and the relevant stock option plan.
All stock options held by Platinum US employees that are unvested as of the
completion of the Public Offering will terminate as of the completion of the
Public Offering; and each such Platinum US employee will be entitled to receive,
for each unvested stock option that otherwise would have vested during the
period from the date of completion of the Public Offering through the second
anniversary of such date, a cash payment from us (to be reimbursed to us by St.
Xxxx) on each date an option otherwise would have vested equal to the number of
shares subject to the employee's options that otherwise would have vested on
such vesting date, multiplied by the spread between the exercise price per share
and the closing price per share of the common stock of St. Xxxx on the date of
completion of the Public Offering, provided the employee is still employed by
Platinum US as of each such date. All unvested St. Xxxx restricted stock held by
Platinum US employees that otherwise would have vested during the period from
the date of completion of the Public Offering through the first anniversary of
such date, will vest immediately prior to the date of completion of the Public
Offering. All other St. Xxxx restricted stock that is unvested as of the date of
completion of the Public Offering will terminate as of such date and be of no
further force and effect.
Each Platinum US employee who is a participant in the St. Xxxx
tax-qualified defined benefit pension plan or is a participant in the St. Xxxx
retiree health plan as of the date of completion of the Public Offering and who
is (i) within two years of satisfying the minimum retirement eligibility
requirements of the pension plan (or the minimum requirement to receive retiree
health or life insurance benefits in the case of the retiree health plan) or
(ii) is at least 50 years old and has a minimum of 20 years of credited service
under the plan, will receive additional age and service credit under the
corresponding plan for service provided to Platinum US and its affiliates
following the date of completion of the Public Offering as if such service had
been with St. Xxxx in an amount equal to only the amount of additional age and
service credit each such employee needs to meet the minimum retirement
eligibility requirements under the pension plan (and the minimum requirement to
receive retiree health and life insurance benefits under the retiree health
plan). The Platinum US defined contribution plan will accept the rollover of
eligible rollover distributions from the St. Xxxx defined benefit pension plan,
including amounts credited for retiree medical under the cash balance portion of
the St. Xxxx defined benefit pension plan.
Each Platinum US employee who, as of the date of completion of the
Public Offering, is a participant in the portion of the St. Xxxx Benefit
Equalization Plan (the "BEP") that provides benefits that otherwise would have
been provided under the St. Xxxx defined benefit plan if not for limitations of
the Internal Revenue Code and who is (i) within two years of satisfying the
minimum retirement eligibility requirements of the BEP or (ii) is at least 50
years old and has a minimum of 20 years of credited service under the BEP will
receive additional age and service credit under the BEP for service provided to
Platinum US and its affiliates following the date of completion of the Public
Offering as if such service had been with St. Xxxx in an amount equal to only
the amount of additional age and service credit each such employee needs to meet
the minimum retirement eligibility requirements under the BEP.
In addition, St. Xxxx will reimburse Platinum US for the annual bonus
each of the eligible Platinum US employees would have been eligible to receive
based on actual St. Xxxx performance based on 100% of 2001 bonus targets and
prorated for the period from January 1,2002 through the date of completion of
the Public Offering, provided that each such employee is employed by Platinum US
on the date that 2002 annual bonuses are paid. Platinum US will also adopt the
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St. Paul's Enhanced Severance Program and will keep the program in effect for
St. Xxxx Re employees transferred to Platinum US for 90 days following the date
of completion and St. Xxxx will remain liable for the expense of each eligible
Platinum US employee who is terminated during the 90-day period based on such
employee's accrued service and salary through the date of completion of the
Public Offering. St. Xxxx has also agreed to continue in effect its Enhanced
Severance Program for 90 days following the Public Offering for all St. Xxxx Re
employees whose employment is not transferred to Platinum US. St. Xxxx also
agrees to honor all existing retention obligations entered into between St. Xxxx
Re employees and to recognize for purposes of the retention obligations, service
provided to Platinum US following the date of completion of the Public Offering.
St. Xxxx shall be liable for the cost of such existing retention obligations to
the extent accrued through the date of completion of the Public Offering and
Platinum US shall be liable for the cost of such retention obligations to the
extent accrued after the date of completion of the Public Offering.
St. Xxxx shall generally retain all liabilities with respect to any
employee benefit plan, program, policy or arrangement maintained by St. Xxxx for
the benefit of St. Xxxx Re employees (including St. Xxxx Re employees who become
employees of Platinum US), any other liabilities of any nature whatsoever
relating to such persons that relate to the periods on or prior to the
completion of the Public Offering or any other liabilities of any nature
whatsoever relating to St. Xxxx Re employees who do not become Platinum US
employees that relate to any period before or after such date.
TRANSITIONAL TRADEMARK LICENSE AGREEMENTS
Effective as of the completion of the Public Offering, the ESU Offering
and the St. Xxxx Investment, we will enter into several Transitional Trademark
License Agreements with St. Xxxx (or subsidiaries of St. Xxxx) under which we
will be granted a royalty-free, limited, non-sublicensable (except to our
operating subsidiaries), non-transferable, exclusive license to use certain St.
Xxxx trademarks and service marks in connection with our reinsurance business
for one year after completion of the Public Offering. Under these agreements,
St. Xxxx will retain exclusive ownership of these marks, and we will be
permitted to sublicense our operating subsidiaries to use them.
REGISTRATION RIGHTS AGREEMENT WITH ST. XXXX
Effective as of the completion of the Public Offering, the ESU Offering
and the St. Xxxx Investment, Platinum Holdings will enter into a registration
rights agreement with St. Xxxx. Under this agreement, commencing one year after
the completion of the Public Offering (unless we consent to an earlier date,
such consent not to be unreasonably withheld, provided that such earlier date
shall not be less than 180 days after completion of the Public Offering unless
Xxxxxxx, Sachs & Co. consents), St. Xxxx will have the right to require us,
subject to specified exceptions, on four occasions, to register under the 1933
Act any Common Shares owned by St. Xxxx or its affiliates for sale in a public
offering. From and after the fifth anniversary after the completion of the
Public Offering, St. Xxxx will have the right to an additional two demand
registrations if St. Xxxx beneficially owns more than 9.9% of the Common Shares
then outstanding.
St. Xxxx xxx not require Platinum Holdings to effect more than one
demand registration per 12-month period, and St. Xxxx must include a number of
Common Shares in each demand registration with a market value equal to at least
$50 million, except that this limitation will not apply to St. Paul's last
demand registration. If we propose to file a registration statement covering
Common Shares at any time, St. Xxxx will have the right to include Common Shares
held by it or its affiliates (including shares obtainable pursuant to the St.
Xxxx Option and upon the settlement of the purchase contracts forming part of
the equity security units on , 2005) in the registration, in each case on a
second-priority basis pro-rata with any other shareholders, with Platinum
Holdings including its shares on a first-priority basis.
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SUBLEASE AGREEMENTS
Effective as of the completion of the Public Offering, the ESU Offering
and the St. Xxxx Investment, we will enter into various sublease agreements or
assignments of lease with St. Xxxx or one of its subsidiaries under which we
will rent office space in New York (until January 30, 2003), Chicago (until
August 3.1, 2005) and Miami (until November 30, 2006). We also expect to enter
into sublease agreements or assignments of lease with St. Xxxx or one of its
subsidiaries under which we will rent office space in London (until June 17,
2008) and Tokyo (until June 30, 2003). See "Business--Our Business--Our
Facilities".
ST. XXXX OPTION AGREEMENT
Effective as of the completion of the Public Offering, Platinum
Holdings will enter into an agreement with St. Xxxx with respect to the St. Xxxx
Option, which will give St. Xxxx the right to purchase up to 6,000,000 Common
Shares under the circumstances described below. The exercise price per share
under the St. Xxxx Option is 120% of the initial public offering price per
share. The exercise price of the St Xxxx Option is subject to antidilution
adjustment, including the following. If we make any cash distribution in any
calendar year to all or substantially all holders of our Common Shares (the
"Current Distribution") in an aggregate amount that, when combined with the
aggregate amount of all other cash distributions paid to all or substantially
all holders of our Common Shares within that calendar year, exceeds (1) for
calendar year 2003, the Initial Dividend (as defined below) or (2) for any
subsequent calendar year, an amount equal to the Initial Dividend increased at a
rate of 10% per annum from January 1, 2003, compounded annually on December 31
of each year commencing in 2003 (such excess of the Current Distribution being
herein referred to as the "Excess Distribution Amount"), the exercise price per
share in effect immediately prior to the close of business on the date fixed for
such payment shall be reduced by the Excess Distribution Amount, such reduction
to become effective immediately prior to the opening of business on the day
following the date fixed for such payment. The "Initial Dividend" means the
distributions described above paid by us to all or substantially all holders of
our Common Shares during the 2003 calendar year as determined by our Board of
Directors, up to a maximum of $0.44 per Common Share.
The St. Xxxx Option is exercisable, in whole or in part, at any time
prior to the tenth anniversary of the completion of the Public Offering.
Exercise of the St. Xxxx Option by St. Xxxx in full immediately after
completion of the Public Offering would increase its percentage interest in our
Common Shares to approximately 26.1%, assuming no exercise of the underwriters',
St. Paul's and RenaissanceRe's options to purchase additional Common Shares in
connection with the Public Offering or of the RenaissanceRe Option. However, St.
Xxxx has agreed with Platinum Holdings that prior to any exercise of the St.
Xxxx Option, it will, if necessary, dispose of a sufficient number of Common
Shares so that, immediately after exercise of the St. Xxxx Option, St. Xxxx will
not be a "United States 25% Shareholder". See "Description of our Common
Shares--Restrictions on Transfer".
The St. Xxxx Option provides that it may be transferred by St. Xxxx (1)
in the event of a merger of St. Xxxx into another person, or a sale, transfer or
lease of all or substantially all the assets of St. Xxxx to another person;
provided, that, such transfer is to the other party to such transaction with St.
Xxxx or (2) at any time on or after the second anniversary of the date of
completion of the Public Offering to up to three institutional accredited
investors, subject to certain conditions set forth therein.
TRANSACTIONS IN ORDINARY COURSE OF BUSINESS WITH ST. XXXX
At present St. Xxxx Re does not provide a meaningful amount of
reinsurance to St. Xxxx After completion of the Public Offering, the ESU
Offering, the St. Xxxx Investment and the RenaissanceRe
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Investment, we expect to compete for business from St. Xxxx on the same basis as
other reinsurance companies, but only to the extent that we are able to
conclude that securing that business would not cause us to be subject to the
rules regarding "RPII" under the Code. For a discussion of those rules, see
"Certain Tax Considerations-Taxation of Shareholders United States Taxation
of U.S. and Non-U.S. Shareholders United States Shareholders RPII Companies"
below.
THE RENAISSANCERE INVESTMENT
We, St. Xxxx and RenaissanceRe have entered into the Investment
Agreement, and prior to completion of the Public Offering and the ESU Offering,
we, St. Xxxx and RenaissanceRe will enter into the agreements described below
with respect to the RenaissanceRe Investment in Platinum and the business
arrangements between us and RenaissanceRe following the completion of the Public
Offering, the ESU Offering, the St. Xxxx Investment and the RenaissanceRe
Investment. RenaissanceRe is a Bermuda company principally engaged, through its
operating subsidiaries, in the property catastrophe reinsurance business.
INVESTMENT AGREEMENT
GENERAL. We have entered into an Investment Agreement with St. Xxxx and
RenaissanceRe, which sets forth the terms of the RenaissanceRe Investment as
well as certain continuing relationships between us and RenaissanceRe following
the completion of the Public Offering, the ESU Offering, the St. Xxxx Investment
and the RenaissanceRe Investment. The closing of the RenaissanceRe Investment is
conditioned on the completion of the Public Offering, the ESU Offering and the
St. Xxxx Investment.
PURCHASE AND SALE OF COMMON SHARES. Under the Investment Agreement,
RenaissanceRe or one of its wholly owned subsidiaries will purchase from us, at
a price per share equal to the initial public offering price less the
underwriting discount, 3,960,000 Common Shares (or 9.9% of the Common Shares
outstanding upon completion of the Public Offering, the ESU Offering, the St.
Xxxx Investment arid the RenaissanceRe Investment, assuming no exercise of the
underwriters' option to purchase additional shares) in a private placement that
will close concurrently with the Public Offering, the ESU Offering and the St.
Xxxx Investment. If the underwriters exercise their option to purchase
additional Common Shares in the Public Offering, RenaissanceRe will have the
option to purchase, at a price per share equal to the initial public offering
price less the underwriters' discount, as many additional Common Shares as are
required in order for it to retain its 9.9% interest (up to a maximum of 594,000
Common Shares).
RENAISSANCERE OPTION. As additional consideration for RenaissanceRe's
investment Platinum Holdings will issue to RenaissanceRe a ten-year option to
purchase up to an additional 2,500,000 Common Shares at a price per share equal
to 120% of the initial public offering price. See "--RenaissanceRe Option
Agreement" below.
RIGHT TO NOMINATE ONE DIRECTOR. The Investment Agreement provides that,
for so long as RenaissanceRe beneficially owns Common Shares representing at
least 62.5% of the Common Shares purchased pursuant to the Investment Agreement,
one qualified person recommended by RenaissanceRe, but not an officer, director
or employee of RenaissanceRe or any of its subsidiaries, who is reasonably
acceptable to Platinum Holdings, will be nominated by Platinum Holdings for
election as a director of Platinum Holdings at each shareholder meeting at which
directors are elected. We will use our commercially reasonable efforts to cause
the election of such nominee to our Board of Directors, including by soliciting
proxies from our shareholders for such nominee and by voting all management
proxies in favor of such nominee, except for those proxies that specifically
indicate to the contrary. We will also use commercially reasonable efforts to
cause this director's appointment to the Executive Committee, and subject to
applicable law, rules and
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regulations, including stock exchange rules, to the Nominating Committee and the
Corporate Governance Committee of our Board of Directors, if any. If at any time
RenaissanceRe beneficially owns Common Shares representing less than 62.5% of
the Common Shares purchased pursuant to the Investment Agreement, RenaissanceRe
will cause its nominated director to immediately resign as a director. For
purposes of the Investment Agreement, RenaissanceRe is not considered to
"beneficially own" Common Shares that it has the right to acquire upon exercise
of the RenaissanceRe option.
The Investment Agreement also provides that, for so long as
RenaissanceRe beneficially owns Common Shares representing at least 62.5% of the
Common Shares purchased pursuant to the Investment Agreement, RenaissanceRe will
have the right to designate a representative to attend (but not to vote at)
meetings of our Board of Directors and to receive notices, agendas, minutes and
all other materials distributed to participants of such meetings.
In addition, RenaissanceRe will lose the right to nominate one director
or designate a representative to attend (but not to vote at) meetings of our
Board of Directors and to receive materials related to such meetings in the
event of any change in control of RenaissanceRe. If a change in control occurs,
upon our request, RenaissanceRe will cause its nominated director to immediately
resign from our Board of Directors. A change in control of RenaissanceRe will be
deemed to have occurred if (i) any person becomes the beneficial owner of more
than 50% of the outstanding common shares of RenaissanceRe or (ii) there occurs
a merger, consolidation or other business combination in which RenaissanceRe is
acquired (unless the stockholders of RenaissanceRe immediately before such
business combination own, directly or indirectly, immediately following such
business combination, at least a majority of the combined voting power of the
entity resulting from such business combination).
For three years from the anniversary of the date of the completion of
the Public Offering, we will not increase the number of directors on our Board
of Directors to more than nine without the prior written consent of
RenaissanceRe, such consent to be provided in RenaissariceRe's sole discretion.
This three-year period will be extended for up to an additional two years so
long as RenaissanceRe is accounting for its investment in us via the equity
method and RenaissanceRe reasonably believes that its ability to continue to
equity account for its investment in us would be compromised by an increase in
the number of directors.
INDEMNIFICATION AND WAIVER. The Investment Agreement provides that
Platinum Holdings shall indemnify (including reimbursement for expenses) to
the full extent permitted by law, RenaissanceRe, its subsidiaries and their
respective officers, directors, employees and agents, and each person who
controls any of them and the officers, directors, employees and agents of each
such controlling person (each a "RenaissanceRe Indemnitee") from and against any
and all liabilities arising out of or based upon any untrue statement or alleged
untrue statement of a material fact contained in fee registration statement
relating to the Public Offering and the registration statement relating to the
ESU Offering, or arising out of or based upon any omission or alleged omission
from such registration statement to state a material fact required to be stated
or necessary to make the statements therein not misleading. If for any reason
the foregoing indemnification is unavailable to, or is insufficient to hold
harmless a RenaissanceRe Indemnitee, Platinum Holdings shall contribute to the
amount paid or payable by the RenaissanceRe Indemnitee in a proportion to
reflect the parties' relative benefits and relative faults.
LIMIT ON RECOVERY FROM PLATINUM OFFICERS AND DIRECTORS. The Investment
Agreement provides that, in any legal action which may be commenced by
Renaissance Re against Platinum, its officers and/or its directors,
RenaissanceRe shall not recover from Platinum's officers or directors in excess
of the amount Platinum is able to indemnify such officers or directors other
than in the circumstance where such indemnification is restricted due to such
officers and/or directors having
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engaged in fraud, intentional misconduct or criminal acts. Platinum's officers
and directors are third party beneficiaries of this agreement by RenaissanceRe.
COMPETITION. We will compete with RenaissanceRe in writing various
coverages, and the Investment Agreement does not restrict either party in
competing with the other.
TRANSFER RESTRICTIONS, REGISTRATION RIGHTS AND STANDSTILL AGREEMENT
Effective as of the completion of the Public Offering, the ESU
Offering, the St. Xxxx Investment and the RenaissanceRe Investment, we will
enter into a Transfer Restrictions, Registration Rights and Standstill Agreement
(the "Standstill Agreement") with RenaissanceRe.
TRANSFER RESTRICTIONS. The Standstill Agreement provides that, prior to
the first anniversary of the completion of the Public Offering, the ESU
Offering, the St. Xxxx Investment and the RenaissanceRe Investment,
RenaissanceRe may not transfer any interest in the RenaissanceRe Option, the
Common Shares it purchased pursuant to the Investment Agreement except (i) to
any wholly owned subsidiary of RenaissanceRe that enters into a standstill
agreement with us containing terms and conditions equivalent to those in the
Standstill Agreement; (ii) pursuant to any tender offer or exchange offer which
is recommended by our Board of Directors; or (iii) in a transfer by operation of
law upon consummation of a merger or consolidation of RenaissanceRe into
another person. Any such permitted transfer must be made in accordance with all
applicable U.S. federal and state securities laws.
The Standstill Agreement also provides that, except in connection with
any tender or exchange offer made to all holders of Common Shares and certain
other situations, RenaissanceRe may not at any time transfer more than 9.9% of
the Common Shares outstanding at the time of such transfer to any person that
generated 50% or more of its gross revenues in the most recent fiscal year for
which financial statements are available by writing property or casualty
insurance or reinsurance.
REGISTRATION RIGHTS. The Standstill Agreement provides that, commencing
one year after the completion of the Public Offering, RenaissanceRe will have
the right to require us, subject to specified exceptions, on four occasions, to
register under the Securities Act any Common Shares owned by RenaissanceRe or
its subsidiaries for sale in a public offering. From and after the fifth
anniversary after the completion of the Public Offering, RenaissanceRe will have
the right to an additional two demand registrations if RenaissanceRe
beneficially owns more than 9.9% of the Common Shares then outstanding. We have
also agreed to use our reasonable best efforts to enable RenaissanceRe, from and
after the third anniversary of the completion of the Public Offering, to
distribute the Common Shares it beneficially owns in an offering on a continuous
or delayed basis pursuant to a registration on Form S-3 or F-3 under the 1933
Act, provided that RenaissanceRe gives us written notice specifying the
aggregate number of common shares that it intends to attempt to distribute at
least ten business days prior to the beginning of the fiscal quarter in which
such intended distribution is to take place.
RenaissanceRe may not require Platinum Holdings to effect more than one
demand registration per 12-month period, and RenaissanceRe must include a number
of Common Shares in each demand registration with a market value equal to at
least $50 million, except that this limitation will not apply to RenaissanceRe's
last demand registration. If we propose to file a registration statement
covering Common Shares at any time, RenaissanceRe will have the right to include
Common Shares held by it or its subsidiaries (including shares obtainable
pursuant to the RenaissanceRe Option) in the registration, in each case on a
second-priority basis pro-rata with any other shareholders, with Platinum
Holdings including its shares on a first-priority basis.
STANDSTILL PROVISIONS. The Standstill Agreement, provides that
RenaissanceRe and its subsidiaries will not, and RenaissanceRe will use its
commercially reasonable efforts to cause its affiliates and any officer,
employee, agent or representative of RenaissanceRe or such affiliates
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(collectively, the "Representatives") to not advise, encourage, solicit or seek
to influence any other party or entity to), seek to advise, encourage or
influence any party or entity with respect to the voting of any of our voting
securities in an attempt to cause a change in control of Platinum Holdings,
initiate or otherwise solicit, our shareholders for the granting of any proxy or
the approval of one or more shareholder proposals in an attempt to cause a
change in control of Platinum Holdings or directly or indirectly acquire,
announce an intention to acquire, or agree to acquire, by purchase or otherwise,
beneficial ownership of any voting securities of Platinum Holdings, if,
immediately after any such acquisition, RenaissanceRe or any subsidiary of
RenaissanceRe would beneficially own, in the aggregate, more than 19.9% of the
voting securities of Platinum Holdings then outstanding (or up to 24.9% with our
approval), provided that there are no limitations on RenaissanceRe's ability to
communicate with St. Xxxx or any of its affiliates in respect of any matter.
A change in control of Platinum Holdings is deemed to have occurred if
(i) any person or group (as defined for purposes of Section 13 of the Exchange
Act) (excluding Platinum Holdings or any wholly owned subsidiary thereof)
becomes the beneficial owner of more than 50% of the outstanding equity
securities of Platinum Holdings representing the right to vote for the election
of directors or (ii) there shall occur a merger, consolidation or other
business combination in which Platinum Holdings is acquired (unless the
shareholders of Platinum Holdings immediately before such business combination
own, directly or indirectly, immediately following such business combination, at
least a majority of the combined voting power of the entity resulting from such
business combination).
SHARE BUY-BACK PROGRAMS. The Standstill Agreement provides that if
Platinum Holdings repurchases its Common Shares (and if applicable, New
Securities as specified below under "--Pre-Emptive Rights") in accordance with a
repurchase program approved by Platinum Holdings' Board of Directors, then
RenaissanceRe must sell to Platinum Holdings, on each day on which any Common
Shares are so repurchased at a price equal to the average price of repurchases
by Platinum Holdings on such day, that number of Common Shares which is
necessary to limit RenaissanceRe's beneficial ownership interest in Platinum
Holdings to no more than 19.9% of the outstanding voting securities of Platinum
Holdings (or up to 24.9% with our approval) after all such repurchases.
RenaissanceRe may require that any repurchases from it by Platinum Holdings must
be at the average purchase price of any repurchases effected by Platinum
Holdings on such day pursuant to Rule l0b-18 under the Exchange Act.
PRE-EMPTIVE RIGHTS. The Standstill Agreement provides that if Platinum
Holdings proposes to issue (a "Dilative Transaction") any Common Shares or any
securities convertible into, exchangeable for or carrying in any way the right
to acquire Common Shares ("New Securities"), subject to specified exclusions, as
indicated below, RenaissanceRe will have the right to subscribe for up to such
number of new securities of Platinum Holdings as is necessary to maintain
RenaissanceRe's beneficial ownership interest in Platinum Holdings at the same
percentage owned immediately prior to the Dilutive Transaction. The precise
number of New Securities to be issued to RenaissanceRe will be rounded up to the
nearest round lot number. The issuance of Common Shares upon the settlement of
the purchase contracts forming part of the equity security units issued in the
ESU Offering is deemed to be a Dilutive Transaction. RenaissanceRe has the right
to register any Common Shares acquired by it pursuant to such pre-emptive rights
in accordance with the provisions of the Standstill Agreement described under
"Transfer Restrictions, Registration Rights and Standstill
Agreement--Registration Rights".
RenaissanceRe will have no pre-emptive lights with respect to any New
Securities issued pursuant to any director or employee benefit plans of Platinum
Holdings or any acquisition transaction engaged in by Platinum Holdings.
RenaissanceRe's pre-emptive rights to subscribe for new securities will
terminate at the time RenaissanceRe beneficially owns less than 6.25% of
Platinum Holdings' outstanding Common Shares. Furthermore, RenaissanceRe will
have no
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pre-emptive rights with respect, to any proposed Dilutive Transaction if (1)
in an underwritten public offering, the underwriters request a reduction of the
number of new securities to be issued; or (2) a nationally recognized investment
bank mutually agreed by Platinum Holdings and RenaissanceRe advises
RenaissanceRe and Platinum Holdings in writing to the effect that exercising
RenaissanceRe's pre-emptive rights would materially hinder or interfere with
the proposed Dilutive Transaction. In addition, RenaissanceRe will have no
pre-emptive rights in the event of an issuance of Common Shares upon the
conversion or exchange of New Securities with respect to the issuance of which
RenaissanceRe had pre-emptive rights. In addition, RenaissanceRe will have no
preemptive rights to subscribe for New Securities if the ownership thereof would
cause RenaissanceRe to beneficially own more man 19.9% of the voting securities
of Platinum Holdings then outstanding (or up to 24.9% with our approval).
RENAISSANCERE OPTION AGREEMENT
Effective as of the completion of the Public Offering, Platinum
Holdings will enter into an agreement with RenaissanceRe with respect to the
RenaissanceRe Option, which will give RenaissanceRe the right to purchase up to
2,500,000 Common Shares under the circumstances described below. The exercise
price per share under the RenaissanceRe Option is 120% of the initial public
offering price per share. The exercise price of the RenaissanceRe Option is
subject to anti-dilution provisions, including the following. If we make any
cash distribution in any calendar year to all or substantially all holders of
our Common Shares (the "Current Distribution") in an aggregate amount that, when
combined with the aggregate amount of all other cash distributions paid to all
or substantially all holders of our Common Shares within that calendar year,
exceeds (1) for calendar year 2003, the Initial Dividend (as defined below) or
(2) for any subsequent calendar year, an amount equal to the Initial Dividend
increased at a rate of 10% per annum from January 1, 2003, compounded annually
on December 31 of each year commencing in 2003 (such excess of the Current
Distribution being herein referred to as the "Excess Distribution Amount"), the
exercise price per share in effect immediately prior to the close of business on
the date fixed for such payment shall be reduced by the Excess Distribution
Amount, such reduction to become effective immediately prior to the opening of
business on the day following the date fixed for such payment. The "Initial
Dividend" means the distributions described above paid by us to all or
substantially all holders of our Common Shares during the 2003 calendar year as
determined by our Board of Directors, up to a maximum of $0.44 per Common Share.
The RenaissanceRe Option is exercisable, in whole or in part, at any
time prior to the tenth anniversary of the completion of the Public Offering.
Exercise of the RenaissanceRe Option by RenaissanceRe in full
immediately after completion of the Public Offering would increase its
percentage interest in our Common Shares to approximately 15%, assuming no
exercise of the underwriters', St. Paul's and RenaissanceRe's options to
purchase additional Common Shares in connection with the Public Offering.
RenaissanceRe has agreed with Platinum Holdings that prior to any
exercise of the RenaissanceRe Option, it will, if necessary, dispose of a
sufficient number of Common Shares so that, immediately after exercise of the
RenaissanceRe Option, RenaissanceRe will not beneficially own more than 19.9% of
the voting securities of Platinum Holdings then outstanding (or up to 24.9% with
our approval). See "Description of our Common Shares--Restrictions on Transfer".
The RenaissanceRe Option provides that it may be transferred by
RenaissanceRe (1) in the event of a merger of RenaissanceRe into another person,
or a sale, transfer or lease of all or substantially all the assets of
RenaissanceRe to another person; provided that such transfer is to the other
party to such transaction with RenaissanceRe or (2) at any time on or after the
second anniversary of the date of completion of the Public Offering to up to
three institutional accredited investors, subject to certain conditions set
forth therein.
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BUSINESS ARRANGEMENTS
We will enter into the Services and Capacity Reservation Agreement with
RenaissanceRe discussed below, and we also expect to engage in other
transactions with RenaissanceRe in the ordinary course of business. The terms of
any of our transactions with RenaissanceRe may be less favorable to us than the
terms that would be available to us from an independent third party. St. Xxxx
and RenaissanceRe have informed us that they expect to engage in transactions in
the ordinary course of business.
SERVICES AND CAPACITY RESERVATION AGREEMENT. Subject to completion of
the Public Offering, the ESU Offering, the St. Xxxx Investment and the
RenaissanceRe Investment, we will enter into a five-year Services and Capacity
Reservation Agreement with RenaissanceRe, effective October 1, 2002, pursuant to
which RenaissanceRe will provide services to us in connection with our property
catastrophe book of business.
No more than twice per year, in October and March or at such other
times as may be agreed to by RenaissanceRe, at our request RenaissanceRe will
analyze our property catastrophe treaties and contracts and will assist us in
measuring risk and managing our aggregate catastrophe exposures.
At our request, and based upon the analysis indicated above,
RenaissanceRe will provide us with quotations for rates for non-marine property
catastrophe retrocessional coverage with aggregate limits up to $100,000,000
annually, either on an excess-of-loss or proportional basis. Such quotations
will be in RenaissanceRe's sole discretion, which is expected to reflect, among
other things, an analysis of exposure, limit, retention, exclusions and other
treaty terms. The annual fee for the coverage commitment and the services
indicated above that we will pay to RenaissanceRe will be the greater of (i)
$4,000,000 and (ii) 3.5% of our aggregate gross written non-marine non-finite
property catastrophe premium (including reinstatements), adjusted annually 30
days after each anniversary and will be payable in addition to any
retrocessional premium otherwise payable to RenaissanceRe for retrocessional
coverage purchased by us from RenaissanceRe. Either party may terminate this
agreement if the other party is deemed impaired or insolvent by applicable
regulatory or judicial authorities or is the subject of conservation,
rehabilitation, liquidation, bankruptcy or other similar insolvency
proceedings.
POSSIBLE REFERRALS. We expect that we and RenaissanceRe may refer
business to each other, to be accepted in the discretion of the referee, and
that compensation will be paid for referral business at negotiated rates.
TRANSACTIONS IN ORDINARY COURSE OF BUSINESS WITH RENAISSANCERE. At
present St. Paul Re does not provide or obtain a meaningful amount of
reinsurance to or from RenaissanceRe. After completion of the Public Offering,
the ESU Offering, the St. Paul Investment and the RenaissanceRe Investment, we
expect that, in addition to the arrangements referred to above, we will compete
for business from and engage in other transactions with RenaissanceRe on the
same basis as other reinsurance companies, but only to the extent that we are
able to conclude that securing that business would not cause us to be subject to
the rules regarding "RPII" under the Code. For a discussion of those rules, see
"Certain Tax Considerations--Taxation of Shareholders--United States Taxation of
U.S. and Non-U.S. Shareholders--United States Shareholders--RPII Companies"
below.
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DESCRIPTION OF OUR COMMON SHARES
The following description of the share capital of Platinum Holdings
summarizes certain provisions of Platinum Holdings' bye-laws. A copy of Platinum
Holdings' bye-laws is filed as an exhibit to the Registration Statement of which
this prospectus is a part. All references in this description to "we", "us",
"our" and the "Company" refer to Platinum Holdings unless the context otherwise
requires.
GENERAL
At the completion, of the Public Offering, the ESU Offering, the St.
Paul Investment and the RenaissanceRe Investment, our authorized share capital
will consist of: (i) 200,000,000 Common Shares, par value $0.01. per share, of
which 40,000,000 Common Shares will be outstanding (assuming the underwriters'
option to purchase additional Common Shares is not exercised) and (ii)
25,000,000 preferred shares, par value $0.01 per share, none of which will be
outstanding.
COMMON SHARES
Holders of Common Shares have no pre-emptive, redemption, conversion or
sinking fund rights, provided, however, that pursuant to the Formation and
Separation Agreement and the Standstill Agreement, Platinum Holdings has granted
St. Paul and RenaissanceRe, respectively, the pre-emptive rights specified
therein. See "Certain Relationships and Related Transactions--The St. Paul
Investment--Formation and Separation Agreement" and "--The RenaissanceRe
Investment--Transfer Restrictions, Registration Rights and Standstill
Agreement". Subject to the limitation on voting rights described below, holders
of Common Shares are entitled to one vote per share on all matters submitted to
a vote of holders of Common Shares. Most matters to be approved by holders of
Common Shares require approval by a simple majority vote. The holders of at
least 75% of the Common Shares voting in person or by proxy at a meeting must
generally approve an amalgamation with another company. In addition, a
resolution to remove our auditor before the expiration of his term of office
must be approved by at least two-thirds of the votes cast at a meeting of the
shareholders of the Company. The quorum for any meeting of our shareholders is
two or more persons holding or representing more than 50% of the outstanding
Common Shares on an unadjusted basis. Our Board of Directors has the power to
approve our discontinuation from Bermuda to another jurisdiction. The rights
attached to any class of shares, common or preferred, may be varied with the
consent in writing of the holders of at least three-fourths of the issued shares
of that class or with the sanction, of a resolution passed by a majority of the
votes cast at a separate general meeting of the holders of the shares of the
class in accordance with the Bermuda Companies Act.
In the event of a liquidation, dissolution or winding-up of the
Company, the holders of Common Shares are entitled to share equally and ratably
in the assets of the Company, if any, remaining after the payment of all debts
and liabilities of the Company and the liquidation preference of any outstanding
preferred shares. All outstanding Common Shares are fully paid and
nonassessable. Authorized but unissued shares may, subject to any rights
attaching to existing shares, be issued at any time and at the discretion of the
Board of Directors without the approval of the shareholders of the Company with
such rights, preferences and limitations as the Board may determine.
LIMITATION ON VOTING RIGHTS
Each Common Share has one vote on a poll of the shareholders, except
that, if and for as long as the number of issued Controlled Shares (as defined
below) of any person would constitute 10% or more of the combined voting power
of the issued Common Shares of the Company (after giving
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effect to any prior reduction in voting power as described below), each issued
Controlled Share, regardless of the identity of the registered holder thereof,
will confer a fraction of a vote as determined by the following formula:
(T-C)/(9.1 x C)
Where: (1) "T" is the aggregate number of votes conferred by all the
issued Common Shares immediately prior to that application of
the Formula with respect to such issued Controlled Shares
adjusted to take into account any prior reduction taken with
respect to any issued Controlled Shares pursuant to the
"sequencing provision" described below; and
(2) "C" is the number of issued Controlled Shares attributable to
that person. "Controlled Shares" of any person refers to all
Common Shares owned by that person, whether (i) directly, (ii)
with respect to persons who are U.S. persons, by application
of the attribution and constructive ownership rules of
Sections 958(a) and 958(b) of the Code or (iii) beneficially,
directly or indirectly, within the meaning of Section 13(d)(3)
of the Exchange Act, and the rules and regulations thereunder.
The formula will be applied successively as many times as may be
necessary to ensure that no person will be a 10% Shareholder (as defined below)
at any time (the "sequencing provision"). For the purposes of determining the
votes exercisable by shareholders as of any date, the formula will be applied to
the Common Shares of each shareholder in declining order based on the respective
numbers of total Controlled Shares attributable to each shareholder. Thus, the
formula will be applied first to the votes of Common Shares held by the
shareholder to whom the largest number of total Controlled Shares is
attributable and thereafter sequentially with respect to the shareholder with
the next largest number of total Controlled Shares. In each case, calculations
are made on the basis of the aggregate number of votes conferred by the issued
Common Shares as of such date, as reduced by the application of the formula to
any issued Common Shares of any shareholder with a larger number of total
Controlled Shares as of such date. "10% Shareholder" means a person who owns, in
the aggregate, (i) directly, (ii) with respect to persons who are U.S. persons,
by application of the attribution and constructive ownership rules of Sections
958(a) and 958(b) of the Code or (iii) beneficially, directly or indirectly,
within the meaning of Section 13(d)(3) of the Exchange Act, issued Common Shares
of the Company carrying 10% or more of the total combined voting rights
attaching to all issued Common Shares.
Because of the voting limitation described in the preceding paragraph,
the Common Shares owned by St. Paul will have reduced voting rights and if
RenaissanceRe ever owns 10% of more of our Common Shares, the Common Shares
owned by RenaissanceRe will also have reduced voting rights. Should St. Paul
(or, if applicable, RenaissanceRe) dispose of some or all of the Common Shares
it owns, the reduced voting rights with respect to the Common Shares disposed of
by St. Paul (or, if applicable, RenaissanceRe) will be eliminated (except if the
disposition is to any other person who holds, or who as a result of such
transaction would hold, 10% or more of our total voting rights), and those
Common Shares thereafter will be entitled to full voting rights, subject to
future dilution to avoid creating a 10% shareholder. Therefore, the voting power
of the Common Shares held by all of our shareholders other than St. Paul (or, if
applicable, RenaissanceRe) will be diluted upon any such disposition by St.
Paul (or, if applicable, RenaissanceRe). Although St. Paul has informed us that
it currently intends to continue its share ownership in Platinum Holdings for
the foreseeable future, there can be no assurance in this regard.
Our directors are empowered to require any shareholder to provide
information as to that shareholder's beneficial ownership of Common Shares, the
names of persons having beneficial ownership of the shareholder's Common Shares,
relationships, associations or affiliations with other
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shareholders or any other facts the directors may deem relevant to a
determination of the number of Controlled Shares attributable to any person. Our
directors may disregard the votes attached to the Common Shares of any holder
failing to respond to such a request or submitting incomplete or untrue
information.
Our directors retain certain discretion to make such final adjustments
to the aggregate number of votes attaching to the Common Shares of any
shareholder that they consider fair and reasonable in all the circumstances to
ensure that no person will be a 10% Shareholder at any time.
RESTRICTIONS ON TRANSFER
Our bye-laws contain several provisions restricting the transferability
of Common Shares. The directors are required to decline to register a transfer
of Common Shares if they have reason to believe that the result of such transfer
would be (i) that any person other than a St. Paul Person or a RenaissanceRe
Person would become or continue to be a 10% Shareholder, (ii) that a St. Paul
Person would become or continue to be a United States 25% Shareholder, or (iii)
that a RenaissanceRe Person would become or continue to be the beneficial owner,
directly or indirectly, 25% or more of our voting securities, in each case
without giving effect to the limitation on voting rights described above.
Similar restrictions apply to the Company's ability to issue or repurchase
Common Shares. "St. Paul Person" means any of St. Paul and its affiliates
following the completion of the Public Offering and "United States 25%
Shareholder" means a U.S. person who owns, directly or by application of the
constructive ownership rules of Sections 958(a) and 958(b) of the Code, 25% or
more of either (i) the total combined voting rights attaching to the issued
Common Shares and the issued shares of any other class of the Company or (ii)
the total combined value of the issued Common Shares and any other issued shares
of the Company, determined pursuant to Section 957 of the Code, "RenaissanceRe
Person" means any of RenaissanceRe and its affiliates following the completion
of the Public Offering. These restrictions on the transfer, issuance or
repurchase of shares do not apply to any issuance of shares pursuant to a
contract to purchase Common Shares from Platinum Holdings included in the equity
security units, though the limitations on voting rights, discussed above, do
apply to such Common Shares.
Our directors also may, in their absolute discretion, decline to
register the transfer of any Common Shares if they have reason to believe (i)
that the transfer may expose us, any of our subsidiaries, any shareholder or any
person ceding insurance to any of our subsidiaries to adverse tax or regulatory
treatment in any jurisdiction or (ii) that registration of the transfer under
the 1933 Act or under any U.S. state securities laws or under the laws of any
other jurisdiction is required and such registration has not been duly effected.
In addition, our directors may decline to approve or register a transfer of
shares unless all applicable consents, authorizations, permissions or approvals
of any governmental body or agency in Bermuda, the United States or any other
applicable jurisdiction required to be obtained prior to such transfer shall
have been obtained.
We are authorized to request information from any holder or prospective
acquiror of Common Shares as necessary to give effect to the transfer, issuance
and repurchase restrictions described above, and may decline to effect any
transaction if complete and accurate information is not received as requested.
Conyers, Dill & Pearman, our Bermuda counsel, has advised us that while
the precise form of the restrictions on transfer contained in our bye-laws is
untested, as a matter of general principle, restrictions on transfers are
enforceable under Bermuda law and are not uncommon. A proposed transferee will
be permitted to dispose of any Common Shares purchased that violate the
restrictions and as to the transfer of which registration is refused. The
proposed transferor of those Common Shares will be deemed to own those Common
Shares for dividend, voting and reporting
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purposes until a transfer of such Common Shares has been registered on the
register of shareholders of the Company.
If the directors refuse to register a transfer for any reason, they
must notify the proposed transferor and transferee within thirty days of such
refusal. Our bye-laws also provide that our Board of Directors may suspend the
registration of transfers for any reason and for such periods as it may
determine, provided that it may not suspend the registration of transfers for
more than 45 days in any period of 365 consecutive days.
Our directors may designate our Chief Executive Officer to exercise
their authority to decline to register transfers or to limit voting rights as
described above, or to take any other action, for as long as the Chief Executive
Officer is also a director.
The voting restrictions and restrictions on transfer described above
may have the effect of delaying, deferring or preventing a change in control of
us.
PREFERRED SHARES
Pursuant to our bye-laws and Bermuda law, our Board of Directors by
resolution may establish one or more series of preferred shares having a number
of shares, designations, relative voting rights, dividend rates, liquidation and
other rights, preferences, limitations and powers as may be fixed by the Board
of Directors without any further shareholder approval which, if any preferred
shares are issued, will include restrictions on voting and transfer intended to
avoid having us constitute a "controlled foreign corporation" for U.S. federal
income tax purposes. If our Board of Directors issues preferred shares
conferring any voting rights, it will amend our bye-laws to apply the
limitations on the voting rights discussed above under"--Limitation on Voting
Rights" to those preferred shares. Any rights, preferences, powers and
limitations as may be established could also have the effect of discouraging an
attempt to obtain control of the Company. The issuance of preferred shares could
also adversely affect the voting power of the holders of our Common Shares, deny
such holders the receipt of a premium on their Common shares in the event of a
tender or other offer for the Common Shares and depress the market price of the
Common Shares. We have no current plans to issue any preferred shares.
BYE-LAWS
Our bye-laws provide for our corporate governance, including the
establishment of share rights, modification of those rights, issuance of share
certificates, imposition of a lien over shares in respect of unpaid amounts on
those shares, calls on shares which are not fully paid, forfeiture of shares,
the transfer of shares, alterations of capital, the calling and conduct of
general meetings, proxies, the appointment and removal of directors, conduct and
power of directors, the payment of dividends, the appointment of an auditor and
our winding-up.
Our bye-laws provide that our Board of Directors shall be elected
annually and shall not be staggered. Shareholders may only remove a director for
cause prior to the expiration of that director's term at a special meeting of
shareholders at which a majority of the holders of shares voting thereon vote in
favor of that action.
Our bye-laws also provide that if our Board of Directors in its
absolute discretion determines that share ownership by any shareholder may
result in adverse tax, regulatory or legal consequences to us, any of our
subsidiaries or any other shareholder, then we will have the option, but not the
obligation, to repurchase all or part of the shares held by such shareholder to
the extent the Board of Directors determines it is necessary to avoid such
adverse or potential adverse consequences. The price to be paid for such shares
will be the fair market value of such shares.
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Platinum Holdings' bye-laws and those of Platinum Bermuda and Platinum
Ireland provide that matters required to be submitted to a vote of their
shareholders are required to be submitted to Platinum Holdings' shareholders and
the shareholders of such subsidiaries are required to vote the subsidiaries'
shares in accordance with and in proportion to the vote of Platinum Holdings'
shareholders.
TRANSFER AGENT
Our registrar and transfer agent for the Common Shares is Mellon
Investor Services LLC.
DIFFERENCES IN CORPORATE LAW
The Companies Act differs in certain material respects from laws
generally applicable to U.S. corporations and their shareholders. Set forth
below is a summary of certain significant provisions of the Companies Act
(including modifications adopted pursuant to our bye-laws) applicable to us,
which differ in certain respects from provisions of Delaware corporate law,
which is the law that governs many U.S. public companies. The following
statements are summaries, and do not purport to deal with all aspects of Bermuda
law that may be relevant to us and our shareholders.
INTERESTED DIRECTORS. Our bye-laws provide that transactions we enter
into in which a director has an interest are not voidable by us, nor can the
interested director be liable to us for any profit realized pursuant to such
transactions, provided the nature of the interest is disclosed at the first
opportunity at a meeting of directors, or in writing to the directors. Under
Delaware law, such a transaction would not be voidable if (i) the material facts
as to the interested director's relationship or interests are disclosed or are
known to the board of directors and the board in good faith authorized the
transaction by the affirmative vote of a majority of the disinterested
directors, even though the disinterested directors constitute less than a
quorum, (ii) the material facts as to the director's relationship or interest
and as to the transaction are disclosed or are known to the shareholders
entitled to vote on the transaction and the transaction is specifically approved
in good faith by vote of the shareholders or (iii) the transaction is fair to
the corporation as of the time it is authorized, approved or ratified by the
board of directors, a committee of the board of directors or the shareholders.
Under Delaware law, the interested director could he held liable for a
transaction in which that director derived an improper personal benefit.
MERGERS AND SIMILAR ARRANGEMENTS. We may acquire the business of
another Bermuda company or a company incorporated outside Bermuda and carry on
such business when it is within the objects of our memorandum of association. In
the case of an amalgamation, we may amalgamate with another Bermuda company or
with an entity incorporated outside Bermuda. A shareholder who did not vote in
favor of the amalgamation may apply to a Bermuda court for a proper valuation of
his or her shares if he or she is not satisfied that fair value has been offered
for those shares. The court ordinarily would not disapprove the transaction on
that ground absent evidence of fraud or bad faith. Under Delaware law, with
certain exceptions, a merger, consolidation or sale of all or substantially all
the assets of a corporation must be approved by the board of directors and the
holders of a majority of the outstanding shares entitled to vote thereon. Under
Delaware law, a stockholder of a corporation participating in certain major
corporate transactions may, under certain circumstances, be entitled to
appraisal rights pursuant to which the stockholder may receive cash in the
amount of the fair value of the shares held by that stockholder (as determined
by a court) in lieu of the consideration that stockholder would otherwise
receive in the transaction. Delaware law does not provide stockholders of a
corporation with voting or appraisal rights when the corporation acquires
another business through the issuance of its stock or other consideration (i) in
exchange for the assets of the business to be acquired, (ii) in exchange for the
outstanding stock of the corporation to be acquired; (iii) in a merger of the
corporation to be
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acquired with a subsidiary of the acquiring corporation or (iv) in a merger in
which the corporation's certificate of incorporation is not amended and the
corporation issues less than 20% of its common stock outstanding prior to the
merger.
TAKEOVERS. Bermuda law provides that where an offer is made for shares
of another company and, within four months of the offer, the holders of not less
than 90% of the shares which are the subject of the offer (other than shares
held by or for the offeror or its subsidiaries) accept, the offeror may by
notice require the nontendering shareholders to transfer their shares on the
terms of the offer. Dissenting shareholders may apply to the court within one
month of the notice objecting to the transfer. The burden is on the dissenting
shareholders to show that the court should exercise its discretion to enjoin the
required transfer, which the court will be unlikely to do unless the offer is
obviously and convincingly unfair. Delaware law provides that a parent
corporation, by resolution of its board of directors and without any shareholder
vote, may merge with any subsidiary of which it owns at least 90% of the
outstanding shares of each class of stock that is entitled to vote on the
transaction. Upon any such merger, dissenting stockholders of the subsidiary
would have appraisal rights.
SHAREHOLDER'S SUIT. The rights of shareholders under Bermuda law are
not as extensive as the rights of shareholders under legislation or judicial
precedent in many U.S. jurisdictions. Class actions and derivative actions are
generally not available to shareholders under the laws of Bermuda. However, the
Bermuda courts ordinarily would be expected to follow English case law
precedent, which would permit a shareholder to commence an action in our name to
remedy a wrong done to us where the act complained of is alleged to be beyond
our corporate power or is illegal or would result in the violation of our
memorandum of association or bye-laws. Furthermore, consideration would be given
by the court to acts that are alleged to constitute a fraud against the minority
shareholders or where an act requires the approval of a greater percentage of
shareholders than actually approved it. The winning party in such an action
generally would be able to recover a portion of attorneys' fees incurred in
connection with such action. Class actions and derivative actions generally are
available to stockholders under Delaware law for, among other things, breach of
fiduciary duty, corporate waste and actions not taken in accordance with
applicable law. In such actions, the court has discretion to permit the winning
party to recover attorneys' fees incurred in connection with such action.
INDEMNIFICATION OF DIRECTORS. Our bye-laws indemnify our directors and
officers in their capacity as such in respect of any loss arising or liability
attaching to them by virtue of any rule of law in respect of any negligence,
default, breach of duty or breach of trust of which a director or officer may be
guilty in relation to us other than in respect of his own willful neglect,
willful default, fraud or dishonesty. Under Delaware law, a corporation may
indemnify a director or officer of the corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in defense or an action, suit or proceeding by reason of
such position if (i) the director or officer acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation and (ii) with respect to any criminal action or proceeding, if the
director or officer had no reasonable cause to believe his conduct was unlawful.
INSPECTION OF CORPORATE RECORDS. Members of the general public have the
right to inspect our public documents available at the office of the Registrar
of Companies in Bermuda, which will include our memorandum of association
(including our objects and powers) and alterations to our memorandum of
association, including any increase or reduction of our authorized capital. Our
shareholders have the additional right to inspect our bye-laws, minutes of
general meetings and our audited financial statements, which must be presented
to the annual general meeting of shareholders. Our register of shareholders is
also open to inspection by shareholders without
145
charge, and to members of the public for a fee. We are required to maintain a
share register in Bermuda but may establish a branch register outside Bermuda.
We are required to keep at our registered office a register of our directors and
officers which is open for inspection by members of the public without charge.
Bermuda law does not, however, provide a general right for shareholders to
inspect or obtain copies of any other corporate records. Delaware law permits
any stockholder to inspect or obtain copies of a corporation's stockholder list
and its other books and records for any purpose reasonably related to such
person's interest as a stockholder.
Enforcement of Judgments and Other Matters. We have been advised by
Conyers, Dill & Pearman, our Bermuda counsel, that there is doubt as to whether
the courts of Bermuda would enforce (1) judgments of United States courts
obtained in actions against us or our directors and officers, as well as the
experts named in this prospectus who reside outside the United States predicated
upon the civil liability provisions of the United States federal securities laws
and (2) original actions brought in Bermuda against us or our directors and
officers, as well as the experts named in this prospectus who reside outside the
United States predicated solely upon United States federal securities laws.
There is no treaty in effect between the United States and Bermuda providing for
such enforcement, and there are grounds upon which Bermuda courts may not
enforce judgments of United States courts. Certain remedies available under the
laws of U.S. jurisdictions, including certain remedies available under the U.S.
federal securities laws, would not be allowed in Bermuda courts as contrary to
Bermuda's public policy.
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SHARES ELIGIBLE FOR FUTURE SALE
Prior to the Public Offering, there has been no public market for the
Common Shares, and no predictions can be made as to the effect, if any, that
market sales of Common Shares or the availability of Common Shares for sale will
have on the market price prevailing from time to time. Public or private sales
of substantial amounts of Common Shares, or the perception that such sales could
take place, may adversely affect prevailing market prices of the Common Shares
as well as the ability of the Company to raise additional capital in the public
equity markets at a desirable time and price.
Upon completion of the Public Offering, the ESU Offering, the St. Paul
Investment and the RenaissanceRe Investment, Platinum Holdings will have
outstanding 40,000,000 Common Shares (assuming the underwriters' option to
purchase additional Common Shares is not exercised), 30,040,000 of which will
have been sold in the Public Offering, 6,000,000 of which will have been issued
in the St. Paul Investment and 3,960,000 of which will have been issued in the
RenaissanceRe Investment, each as described under "St. Paul Investment,
RenaissanceRe Investment and Principal Shareholders". In the event the
underwriters' option to purchase additional Common Shares is exercised in full,
St. Paul has the option to purchase (at a price per share equal to the initial
public offering price less the underwriting discount) up to an aggregate of
900,000 Common Shares in order to maintain its 15.0% initial share ownership in
Platinum Holdings, and RenaissanceRe has the option to purchase (at a price per
share equal to the initial public offering price less the underwriting discount)
up to an aggregate of 594,000 Common Shares in order to maintain its 9.9%
initial share ownership in Platinum Holdings. As a result, if the underwriters'
option to purchase additional Common Shares is exercised in full and St. Paul
and RenaissanceRe exercise in full their options to maintain their respective
ownership interests, there would be outstanding an additional 6,000,000 Common
Shares. Furthermore, upon the settlement of the purchase contracts forming part
of the equity security units on , 2005, an additional number of Common
Shares, to be determined based upon a settlement rate, will be sold to the
holders of the equity security units. In that event. St. Paul and RenaissanceRe
may exercise their pre-emptive rights to purchase a corresponding number of
Common Shares to maintain their proportionate ownership interests in Platinum
Holdings. In addition, St. Paul may acquire up to an additional 6,000,000 Common
Shares through exercise of the St. Paul Option and RenaissanceRe may acquire up
to an additional 2,500,000 Common Shares through exercise of the RenaissanceRe
Option. The Common Shares sold in the Public Offering and issuable to the
holders of equity security units on , 2005 will be freely transferable
without restriction or further registration under the 1933 Act, except for any
of those Common Shares owned at any time by an "affiliate" of the Company within
the meaning of Rule 144 under the 1933 Act (which sales will be subject to
volume limitations and certain other restrictions). The Common Shares issued in
the St. Paul Investment and the RenaissanceRe Investment or upon exercise of the
St. Paul Option or the RenaissanceRe Option, and the Common Shares St. Paul and
RenaissanceRe may purchase, through their pre-emptive rights, upon the
settlement of the purchase contracts forming part of the equity security units,
will be deemed "restricted securities" as defined in Rule 144 under the 1933 Act
and may not be resold in the absence of registration under the 1933 Act or
pursuant to an exemption from such registration, including the exemption
provided by Rule 144 under the 1933 Act.
In connection with the St. Paul Investment and the RenaissanceRe
Investment, Platinum Holdings granted St. Paul and RenaissanceRe the right to
require the registration of their Common Shares under the 1933 Act, See "Certain
Relationship and Related Transactions--The St Paul Investment-- Registration
Rights Agreement with St. Paul "and"--The RenaissanceRe Investment--Transfer
Restrictions, Registration Rights and Standstill Agreement--Registration
Rights".
Platinum Holdings, its executive officers and directors, and St. Paul
and RenaissanceRe have agreed with the underwriters not to dispose of or hedge
any of their Common Shares or securities
147
convertible into or exchangeable for Common Shares during the period from the
date of this prospectus continuing through the date 180 days after the date of
this prospectus, except with the prior written consent of Goldman, Sachs & Co.
This agreement does not apply to any existing employee benefit plans.
DESCRIPTION OF THE EQUITY SECURITY UNITS
The Units
Concurrently with the closing of the Public Offering, we will be selling,
by means of a separate prospectus, % equity security units for total gross
offering proceeds of $125 million, plus up to an additional $18.75 million of
gross proceeds if the underwriters exercise in full their option to purchase
additional equity security units. Each unit will initially consist of: (1) a
contract under which the holder agrees to purchase, for $25, shares of our
Common Shares on , 2005, with the number of shares the
holder will receive to be determined by the settlement rate described below,
which will be based on the average trading price of our Common Shares at that
time; and (2) a 1/40, or 2.5%, ownership interest in a % senior note, due
, 2007, of Platinum Finance with a principal amount of $1,000. The ownership
interest in the senior note will initially be pledged to secure the holder's
obligations under the purchase contract. If a holder desires to have the senior
note released from the pledge, such holder may substitute specified U.S.
Treasury securities for the senior note as collateral, thereby creating a
"stripped" unit.
The Purchase Contracts
The purchase contract underlying a unit obligates the holder to purchase,
and us to sell, for $25, on , 2005, a number of newly issued Common
Shares. We will determine the number of shares the holder will receive by the
settlement rate described below, based on the average closing price of the
Common Shares during a specified period prior to the share purchase date. We
will pay the holder quarterly contract adjustment payments on the purchase
contracts at the annual rate of % of the stated amount of $25 per
purchase contract, subject to our rights to defer these payments until the share
purchase date. We will make contract adjustment payments through and including
the earlier of or the most recent quarterly payment date on or before any
early settlement of the related purchase contracts. We have the option to defer
contract adjustment payments on the purchase contracts for up to three years. We
may elect the option to defer payments on more than one occasion. In no event
may we defer payments beyond the share purchase date. Deferred contract
adjustment payments will accrue additional contract adjustment payments until
paid, compounded quarterly, at the annual rate of %. This annual rate is
equal to the sum of the initial interest rate on the senior notes and the rate
of contract adjustment payments on the purchase contracts. If we defer contract
adjustment payments until the share purchase date, we may pay such deferred
amounts in Common Shares. If the deferred contract adjustment payments are paid
in Common Shares, the number of Common Shares will be determined by reference to
the fair market value of our Common Shares on , 2005. During any
period in which we defer contract adjustment payments, in general we cannot:
o declare or pay any dividend or distribution on our capital stock;
or
o redeem, purchase, acquire or make a liquidation payment on any of
our capital stock.
The Senior Notes
The senior notes will be senior, unsecured obligations of Platinum Finance
equal in right of payment to all of its existing and future unsecured and
unsubordinated indebtedness and will be guaranteed by Platinum Holdings on a
senior and unsecured basis. The senior notes will mature on
, 2007. Each senior note will initially bear interest at the rate of %
per year, payable quarterly in arrears on , , and
of each year, commencing , 2002,
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with the last quarterly payment occurring on , 2005. After
that date, interest will be paid semiannually in arrears on and
of each year, through , 2007.
The senior notes will bear interest from the original issuance date. If
the senior notes are successfully remarketed, they will pay interest at the
reset rate, described below, from the settlement date of a successful
remarketing until they mature on , 2007. The reset rate
will be the interest rate on the notes determined by the reset agent to be
sufficient to cause the then current aggregate market value of all then
outstanding notes to be at least 100.25% of the remarketing value. If the
remarketing agent cannot establish a reset rate on , 2005
that will be sufficient to cause the then current aggregate market value of all
senior notes to be at least 100.25% of the remarketing value, and as a result
the senior notes cannot be sold, the interest rate will not be reset but will
continue to be the initial interest rate of the senior notes, and the
remarketing agent will then attempt to establish such a reset rate on each of
the two business days immediately following , 2005. If the
remarketing agent cannot establish such a reset rate on the two business days
immediately following , 2005, the remarketing agent will
then attempt to establish such a reset rate on each of the three business days
preceding , 2005. If the remarketing agent cannot establish such a
reset rate during that period, it will further attempt to establish such a reset
rate on the third business day immediately preceding the share purchase date.
Remarketing
Through a remarketing, the senior notes held by the holders of units
(other than stripped units), other than those electing not to participate in the
remarketing, will be sold and the proceeds used to purchase U.S. Treasury
securities, which will be pledged to secure the unit holders' obligations under
the purchase contracts. Cash payments received upon maturity of the pledged
treasury securities will be used to satisfy the unit holders' obligations to
purchase our Common Shares on the share purchase date. Unless a holder elects
not to participate in a remarketing by delivering treasury securities to secure
its obligations under the purchase contract, the remarketing agent will attempt
to remarket the senior notes. If the remarketing agent fails to remarket the
senior notes underlying the normal units by the end of the third business day
immediately preceding the share purchase date, Platinum Holdings reserves all of
its rights as a secured party with respect to the senior notes and, subject to
applicable law, may retain the senior notes pledged as collateral or sell them
in one or more public or private sales.
Settlement
The settlement rate is the number of newly issued Common Shares that we
are obligated to sell and the holders are obligated to buy upon settlement of a
purchase contract on , 2005. The settlement rate for each purchase
contract will be as follows, subject to adjustment under specified
circumstances:
o if the applicable market value (determined as described below) of
the Common Shares is equal to or greater than $ , the
settlement rate will be Common Shares per purchase
contract;
o if the applicable market value of the Common Shares is less than $
but greater than $ , the settlement rate will be equal to
$25 divided by the applicable market value of the Common Shares per
purchase contract; or
o if the applicable market value of the Common Shares is less than or
equal to $ , the settlement rate will be
Common Shares per purchase contract.
The "applicable market value" means the average of the closing prices per
share of our Common Shares on each of the twenty consecutive trading days ending
on the third trading day preceding the share purchase date.
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In addition to the remarketing, the holder's obligations under the purchase
contract may be satisfied: if the holder has elected not to participate in the
remarketing by delivering treasury securities to secure its obligations under
the purchase contract, and in certain other circumstances, through the
application of the cash payments received upon maturity of the treasury
securities;
o through the early delivery of cash to the purchase contract agent;
or
o if we are involved in a merger prior to the share purchase date in
which at least 30% of the consideration for our Common Shares
consists of cash or cash equivalents, through an early settlement.
In addition, the purchase contracts, our related rights and obligations
and those of the holders of the units, including their obligations to purchase
Common Shares, will automatically terminate upon the occurrence of our
bankruptcy, insolvency or reorganization. Upon termination, the senior notes or
treasury securities pledged to secure the holder's obligations under the
purchase contract will be released and distributed to the holder.
Listing
The units have been approved for listing on the New York Stock Exchange
under the symbol "PTP Pr M" subject to notice of issuance.
Accounting Treatment
The net proceeds from the sale of the units will be allocated between the
purchase contracts and the senior notes in our consolidated financial statements
based on the underlying fair value of each instrument. The present value of the
purchase contract adjustment payments will be initially charged to shareholders'
equity, with an offsetting credit to liabilities. Subsequent contract adjustment
payments will be allocated between this liability account and interest expense
based on a constant rate calculation over the life of the transaction.
The purchase contracts are forward transactions in our Common Shares. Upon
settlement of a purchase contract, we will receive $25 pursuant to that purchase
contract and will issue the requisite number of Common Shares. The $25 we
receive will be credited to shareholders' equity and allocated between our
Common Shares and additional paid-in capital accounts.
CERTAIN TAX CONSIDERATIONS
The following discussion of the taxation of Platinum Holdings, Platinum
US, Platinum UK, Platinum Bermuda and Platinum Ireland and the taxation of our
shareholders is based upon current law. Legislative, judicial or administrative
changes may occur which could affect this discussion, possibly on a retroactive
basis. The discussion does not address special classes of shareholders, such as
shareholders that own directly, or indirectly through certain foreign entities
or through the constructive ownership rules of the Code, 10% or more of the
voting power or value of Platinum Holdings. Except for matters where it is
explicitly stated that we will not receive an opinion of counsel, the statements
as to United States federal income tax law set forth below are the opinion of
Sullivan & Cromwell, our U.S. counsel, as to such tax laws (subject to the
qualifications, assumptions and factual determinations set forth in such
statements). The statements as to Bermuda tax law set forth below are the
opinion of Conyers, Dill & Pearman, our Bermuda counsel, as to such tax laws
(subject to the qualifications and assumptions set forth in such statements).
The statements as to U.K. tax law set forth below are the opinion of Slaughter
and May, our U.K. counsel, as to such tax laws (subject to the qualifications
and assumptions set forth in such statements). The statements as to Irish tax
law set forth below are the opinion of A. & L. Goodbody, our Irish counsel, as
to such tax laws (subject to the qualifications and assumptions set forth in
150
such statements). You are urged to consult your tax advisor as to the tax
consequences of ownership and disposition of your Common Shares.
TAXATION OF THE COMPANY, PLATINUM US, PLATINUM UK,
PLATINUM BERMUDA AND PLATINUM IRELAND
BERMUDA
Under current Bermuda law, there is no income tax, capital gains tax or
withholding tax payable by us or Platinum Bermuda. Platinum Holdings and
Platinum Bermuda have received from the Bermuda Minister of Finance a standard
assurance under Bermuda's Exempted Undertakings Tax Protection Act 1966, to the
effect that in the event any legislation is enacted in Bermuda imposing any tax
computed on profits or income, or computed on any capital asset, gain or
appreciation, or any tax in the nature of estate duty or inheritance tax, then
the imposition of any such tax shall not be applicable to Platinum Holdings,
Platinum Bermuda, or any of their operations or the shares, debentures or other
obligations of Platinum Holdings or Platinum Bermuda, until 2016. This assurance
is subject to the proviso that it is not construed so as to prevent the
application of any tax or duty to such persons as are ordinarily resident in
Bermuda (Platinum Holdings and Platinum, Bermuda are not currently so affected)
or to prevent the application of any tax payable in accordance with the
provisions of the Land Tax Act 1967 of Bermuda or otherwise payable in relation
to the property leased to us or Platinum Bermuda. Upon completion of the Public
Offering, Platinum Holdings and Platinum Bermuda, under current rates, will pay
annual Bermuda government fees of BD $27,825 and BD $3,635, respectively, and
Platinum Bermuda currently pays annual insurance fees of BD $16,540.
UNITED STATES FEDERAL INCOME TAXATION
We intend to structure and operate Platinum Holdings, Platinum UK,
Platinum Bermuda and Platinum Ireland in such a manner that they will not be
considered to be conducting business within the U.S. for purposes of U.S.
federal income taxation. Whether business is being conducted in the U.S. is an
inherently factual determination depending on such matters as (i) the size and
substance of the offices of our non-U.S. subsidiaries, (ii) whether employees of
non-U.S. subsidiaries make binding decisions while physically present in the
U.S., (iii) the number of employees permanently located in the offices of our
non-U.S. subsidiaries, and the levels of their managerial importance and (iv)
the situs of meetings of our board of directors and the boards of directors of
our non-U.S. subsidiaries. Because of the factual nature of these matters and
because definitive identification of activities which constitute being engaged
in a trade or business in the U.S. is not provided by the Code or regulations or
court decisions, counsel will not render an opinion regarding conducting
business in the U.S. The IRS might successfully contend that Platinum Holdings,
Platinum UK, Platinum Bermuda and/or Platinum Ireland is engaged in a trade or
business in the U.S. A foreign corporation deemed to be engaged in a U.S. trade
or business is subject to U.S. federal income tax, as well as branch profits tax
in certain circumstances, on its income which is treated as effectively
connected with the conduct of that trade or business unless the corporation is
entitled to relief under the permanent establishment provision of an applicable
tax treaty, as discussed below. Such income tax, if imposed, would be based on
effectively connected income computed in a manner generally analogous to that
applied to the income of a domestic corporation, except that a foreign
corporation is entitled to deductions and credits only if it files a U.S. income
tax return. Under regulations, the foreign corporation would be entitled to
deductions and credits for the taxable year only if the return for that year is
timely filed under rules, set forth therein. Penalties may be assessed for
failure to file tax returns. Platinum Holdings, Platinum UK, Platinum Bermuda
and Platinum Ireland do intend to file protective U.S. federal income tax
returns. The federal tax rates currently are a maximum of 35% for a
corporation's effectively connected income and 30% for branch profits tax. The
branch profits tax is imposed on net income after subtracting the regular
corporate tax and making certain other adjustments.
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Under the income tax treaty between Bermuda and the United States,
Platinum Bermuda will not be subject to United States income tax on any net
premium income found to be effectively connected with a U.S. trade or business
unless that trade or business is conducted through a permanent establishment in
the United States. It is unclear whether the Bermuda treaty is equally
applicable to investment income. Because of the factual nature of, and the lack
of definitive parameters for determining the existence of, a permanent
establishment and the lack of clarity in the Bermuda treaty with respect to its
applicability to investment income, counsel will not render an opinion with
respect to whether Platinum Bermuda will have a permanent establishment in the
U.S. or whether the Bermuda treaty protects investment income not attributable
to a U.S. permanent establishment from U.S. taxation. Further, Platinum Bermuda
will not be entitled to the benefits of the Bermuda treaty unless:
- more than 50% of Platinum Bermuda's stock is beneficially
owned, directly or indirectly, by Bermuda residents or U.S.
citizens or residents, and
- Platinum Bermuda's income is not used in substantial part to
make disproportionate distributions to, or to meet certain
liabilities to, persons who are not Bermuda residents or U.S.
citizens or residents.
Under the current income tax treaty between the United Kingdom and the
U.S., Platinum UK, if entitled to the benefits of the current U.K. treaty, will
not be subject to United States income tax on any income found to be effectively
connected with a U.S. trade or business unless that trade or business is
conducted through a permanent establishment in the U.S. Because of the factual
nature of, and the lack of definitive parameters for determining the existence
of, a permanent establishment, counsel will not render an opinion with respect
to whether Platinum UK will have a permanent establishment in the U.S.
The U.S. and the United Kingdom have signed a new income tax treat
which is not yet in force. As with the current U.K. treaty, under the provisions
of the new U.K. treaty, Platinum UK, if entitled to the benefits of the new U.K.
treaty, will not be subject to United States income tax on any income found to
be effectively connected with a U.S. trade or business unless that trade or
business is conducted through a permanent establishment in the U.S. Platinum UK
will be entitled to the benefits of the new U.K. treaty if:
- During at least half of the days during the relevant taxable
period, at least 50% of Platinum UK's stock is beneficially
owned, directly or indirectly, by citizens or residents of the
U.S. and the U.K., and Platinum UK's income is not used in
substantial part to make certain payments, or to meet certain
liabilities to, persons who are not U.S. or U.K. residents; or
- with respect to specific items of income, profit or gain
derived from the U.S., if such income, profit or gain is
considered to be derived in connection with, or incidental to,
Platinum UK's business conducted in the U.K.
The new U.K. treaty will enter into force upon the exchange of
instruments of ratification and will apply with respect to U.S. income taxes for
taxable periods beginning on or after the first day of January next following
the date on which the new U.K. treaty enters into force.
Under the income tax treaty between Ireland and the United States (the
"Irish Treaty"), Platinum Ireland is not subject to United States income tax on
any income determined to be effectively connected with a U.S. trade or business
unless that trade or business is conducted through a permanent establishment in
the U.S. Platinum Ireland will generally be entitled to the benefits of the
Irish treaty if at least 50 percent of the shares of Platinum Holdings, measured
by both vote and value, are owned by U.S. citizens or residents. Because of the
factual nature of, and the lack of definitive parameters for, determining the
existence of a permanent establishment, counsel will not render an opinion with
respect to whether Platinum Ireland will have a permanent establishment in the
U.S.
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Foreign corporations not engaged in a trade or business in the U.S. are
nonetheless subject to U.S. withholding tax at a rate of 30% of the gross amount
of certain "fixed or determinable annual or periodical gains, profits and
income" derived from sources within the U.S. (such as dividends and certain
interest on investments), subject to reduction by applicable treaties. Dividends
paid by Platinum Finance to Platinum Ireland will be subject to withholding at a
rate of 5%, provided that Platinum Ireland is entitled to the benefits of the
Irish Treaty as described above and certain other requirements are met. If
Platinum Ireland is not entitled to the benefits of the Irish Treaty and/or
certain other requirements are not met, dividends paid by Platinum Finance to
Platinum Ireland will be subject to withholding at a rate of 30%.
The U.S. also imposes an excise tax on insurance and reinsurance
premiums paid to foreign insurers or reinsurers with respect to risks located in
the U.S. The rate of tax applicable to premiums paid to Platinum Bermuda is 1%
for reinsurance premiums. The excise tax does not apply to premiums paid to
Platinum UK, provided that Platinum UK is entitled to the benefits of the
current UK Treaty (or to the benefits of the new UK Treaty once that treaty
comes into force), both as described above, and certain other requirements are
met.
Platinum Finance and Platinum US are U.S. corporations and will be
subject to taxation in the U.S. at regular corporate rates.
THE UNITED KINGDOM
Platinum UK is a U.K. resident company which will be subject to
corporation tax in the United Kingdom on its worldwide profits. The current rate
of U.K. taxation applicable to U.K. resident corporations is generally 30%.
Currently, no U.K. withholding tax applies to dividends paid by Platinum UK.
IRELAND
Under relevant case law and practice a company is resident in Ireland
for tax purposes if its central management and control is, as a matter of fact,
located in Ireland. It is assumed, for the purposes of the material under this
heading, that Platinum Ireland will be resident in Ireland for tax purposes.
Platinum Ireland will be subject to Irish corporate tax on its
worldwide income. Dividends received by it from Platinum Finance and Platinum UK
will be subject to Irish corporate tax (at the current applicable rate of 25%)
subject to any available relief under the double tax treaties Ireland has with
the United States and the United Kingdom.
Platinum Ireland will generally be entitled to the benefits of the
Irish Treaty if at least 50% of the shares of Platinum Holdings, measured by
both vote and value, are owned by US citizens or residents. Assuming that
Platinum Ireland is entitled to the benefits of the Irish Treaty in respect of
dividends from Platinum Finance, it would be entitled to a credit against Irish
corporation tax on the dividends for US tax imposed on the profits out of which
the dividends are declared. Alternatively, relief for US tax may be available
under Irish domestic law.
Assuming that Platinum Ireland is entitled to the benefits of the tax
treaty between Ireland and the United Kingdom in respect of dividends received
from Platinum UK it would be entitled to a credit against Irish corporation tax
on the dividends for UK tax imposed on the profits out of which the dividends
are declared.
Platinum Ireland will be subject to Irish corporate tax on any trading
income at a rate of 16% which will be reduced to 12.5% as of January 1, 2003.
Platinum Ireland will be exempt from the Irish capital duty of 1% (on
the value of share capital issued by it) because it is a unlimited liability
company.
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TAXATION OF SHAREHOLDERS
BERMUDA TAXATION
Currently, there is no Bermuda withholding tax on dividends paid by us
or Platinum Bermuda.
UNITED STATES TAXATION OF U.S. AND NON-U.S. SHAREHOLDERS
UNITED STATES SHAREHOLDERS
GENERAL. The following discussion is the opinion of Sullivan &
Cromwell, our U.S. tax counsel, as to the material U.S. federal income tax
consequences relating to the acquisition, ownership and disposition of Common
Shares if you are a beneficial owner of Common Shares and you are:
- a citizen or resident of the U.S.;
- a domestic corporation;
- an estate whose income is subject to U.S. federal income tax
regardless of its source; or
- a trust if a U.S. court can exercise primary supervision over
the trust's administration and one or more U.S. persons are
authorized to control all substantial decisions of the trust.
This discussion applies to you only if you purchase your Common Shares in this
offering and hold your Common Shares as capital assets. This discussion does not
deal with the tax consequences applicable to all categories of investors, some
of which (such as broker-dealers, investors who hold Common Shares as part of
hedging or conversion transactions and investors whose functional currency is
not the U.S. dollar) may be subject to special rules. Prospective investors are
advised to consult their own tax advisers with respect to their particular
circumstances and with respect to the effects of U.S. federal, state, local or
other laws to which they may be subject.
DIVIDENDS. Distributions with respect to your Common Shares will be
treated as ordinary dividend income to the extent of the Company's current or
accumulated earnings and profits as determined for U.S. federal income tax
purposes, subject to the discussion below relating to the potential application
of the "controlled foreign corporation", "related person insurance income", or
"passive foreign investment company" rules. Such dividends will not be eligible
for the dividends-received deduction allowed to U.S. corporations under the
Code. The amount of any distribution in excess of our current and accumulated
earnings and profits will first be applied to reduce your tax basis in the
Common Shares, and any amount in excess of tax basis will be treated as gain
from the sale or exchange of your Common Shares.
CLASSIFICATION OF PLATINUM HOLDINGS, PLATINUM UK, PLATINUM BERMUDA OR
PLATINUM IRELAND AS A CONTROLLED FOREIGN CORPORATION. Each "United States
shareholder" of a foreign corporation that is a "controlled foreign corporation"
("CFC") for an uninterrupted period of 30 days or more during a taxable year,
and who owns shares in the CFC directly or indirectly through foreign entities
on the last day of the CFC's taxable year must include in its gross income for
U.S. federal income tax purposes its pro rata share of the CFC's "subpart F
income", even if the subpart F income is not distributed. If Platinum Holdings,
Platinum Bermuda, Platinum Ireland and/or Platinum UK is deemed to be a CFC,
substantially all of Platinum Holdings' income and that of each of Platinum
Bermuda and Platinum Ireland will be subpart F income. Any U.S. corporation,
citizen, resident or other U.S. person who owns, directly or indirectly through
foreign persons, or is considered to own (by application of the rules of
constructive ownership set forth in Code section 958(b), applying to family
members, partnerships, estates, trusts or controlled corporations or holders of
certain options, including for these purposes, holders of our equity security
units) 10% or more of the total combined voting power of all classes of stock of
the foreign corporation will be considered to be a "United States shareholder".
A foreign insurance company such as Platinum UK or Platinum Bermuda is treated
as a CFC (other than for purposes of related person insurance income, as
described below) only if its "United States shareholders" collectively own more
than 25% of the
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total combined voting power or total value of the corporation's stock. Because
of the limitations on concentration of voting power of our Common Shares, the
dispersion of our share ownership among holders other than St. Paul and its
subsidiaries, the provisions for directed voting on matters requiring action by
the shareholders of Platinum Bermuda, Platinum UK and Platinum Ireland,
including the election of members of the board of directors, and the
restrictions on transfer, issuance or repurchase of Common Shares, you should
not be subject to treatment as a United States shareholder of a CFC. However,
these prophylactic provisions have not been tested in court and it is possible
that they could be challenged by the Internal Revenue Service and found to be
ineffective in preventing CFC status from arising. Because our bye-laws provide
that no single shareholder (including St. Paul) is permitted to hold as much as
10% of the total combined voting power of Platinum Holdings, shareholders of
Platinum Holdings should not be viewed as United States shareholders of a CFC
for purposes of these rules. Again, there can be no assurance that these
ownership limitations will be effective. Assuming they are effective, however,
neither the indirect foreign tax credit nor the intercompany dividends received
deduction attributable to U.S. source income will be available to U.S. corporate
holders of the Common Shares who, absent such provision, would qualify therefor.
RPII COMPANIES. Different definitions of "United States shareholder"
and "controlled foreign corporation" are applicable in the case of a foreign
corporation which earns "related person insurance income" ("RPII"). RPII is
defined in Code section 953(c)(2) as any "insurance income" attributable to
policies of insurance or reinsurance with respect to which the person (directly
or indirectly) insured is a "United States shareholder" or a "related person" to
such a shareholder. In general, and subject to certain limitations, "insurance
income" is income (including premium and investment income) attributable to the
issuing of any insurance or reinsurance contract in connection with risks
located in a country other than the country under the laws of which the
controlled foreign corporation is created or organized and which would be taxed
under the portions of the Code relating to insurance companies if the income
were the income of a domestic insurance company.
The term "related person" for this purpose means someone who controls
or is controlled by the United States shareholder or someone who is controlled
by the same person or persons which control the United States shareholder.
"Control" is measured by either more than 50% in value or more than 50% in
voting power of stock, applying constructive ownership principles similar to the
rules of section 958 of the Code. A corporation's pension plan is ordinarily not
a "related person" with respect to the corporation unless the pension plan owns,
directly or indirectly through the application of constructive ownership rules
similar to those contained in section 958, more than 50%, measured by vote or
value, of the stock of the corporation. For purposes of inclusion of Platinum
UK's or Platinum Bermuda's RPII in the income of United States shareholders,
unless an exception applies, the term "United States shareholder" includes all
U.S. persons who own, directly or indirectly, any amount (rather than 10% or
more) of Platinum UK's or Platinum Bermuda's stock. Platinum UK or Platinum
Bermuda will be treated as a controlled foreign corporation for RPII purposes if
such persons collectively own directly, indirectly or constructively 25% or more
of the stock of Platinum UK or Platinum Bermuda by vote or value. St. Paul will,
for federal income tax purposes, actually or constructively own approximately
% of the Common Shares of Platinum Holdings upon completion of the Public
Offering. Accordingly, unless an exception applies, it is likely that Platinum
UK and Platinum Bermuda will each be treated as a CFC for purposes of the RPII
rules.
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RPII EXCEPTIONS. The special RPII rules do not apply if:
- direct or indirect insureds and persons related to such
insureds, whether or not U.S. persons, are treated at all
times during the taxable year as owning less than 20% of the
voting power and less than 20% of the value of the stock of
Platinum UK or Platinum Bermuda, as applicable,
- RPII, determined on a gross basis, is less than 20% of
Platinum UK's or Platinum Bermuda's gross insurance income for
the taxable year, as applicable,
- Platinum UK or Platinum Bermuda elects to be taxed on its RPII
as if the RPII were effectively connected with the conduct of
a United States trade or business and to waive all treaty
benefits with respect to RPII and meets certain other
requirements, or
- Platinum UK or Platinum Bermuda elects to be treated as a
United States corporation.
Platinum UK and Platinum Bermuda have not and do not intend to make
either of the elections described above. Additionally, as subsidiaries of St.
Paul and RenaissanceRe may be reinsured by Platinum UK and/or Platinum Bermuda,
persons related to insureds may indirectly own more than 20% of the value of the
stock of Platinum UK and Platinum Bermuda. Thus, only the second exception may
be available.
Where none of these exceptions applies, each U.S. person who owns
directly or indirectly shares in Platinum Holdings (and therefore, indirectly in
Platinum UK and Platinum Bermuda) at the end of any taxable year, will be
required to include in its gross income for United States federal income tax
purposes its share of RPII of Platinum UK and/or Platinum Bermuda for the entire
taxable year. This inclusion will be determined as if such RPII were distributed
proportionately only to such United States shareholders holding Common Shares at
the end of the taxable year. The inclusion will be limited to the current-year
earnings and profits of Platinum UK or Platinum Bermuda, as applicable, reduced
by the shareholder's pro rata share, if any, of certain prior-year deficits in
earnings and profits.
COMPUTATION OF RPII. In order to determine how much RPII each of
Platinum UK and Platinum Bermuda has earned in each taxable year, we will obtain
and rely upon information from Platinum UK's and Platinum Bermuda's insureds and
reinsureds to determine whether any of the insureds, reinsureds or other persons
related to such insureds or reinsureds own our shares and are U.S. persons. Each
year, each of Platinum UK and Platinum Bermuda will send a letter after the most
recent taxable year to each person who was a policyholder to represent whether
it was a United States shareholder of the Company or related to a United States
shareholder during the year. For any taxable year in which Platinum UK's or
Platinum Bermuda's gross RPII is 20% or more of its gross insurance income for
the year, we may also seek information from our shareholders as to whether
direct or indirect owners of our shares at the end of the year are U.S. persons
so that the RPII may be determined and apportioned among such persons. To the
extent we are unable to determine whether a direct or indirect owner of shares
is a U.S. person, we may assume that such owner is not a U.S. person, thereby
increasing the per share RPII amount for all United States shareholders.
APPORTIONMENT OF RPII TO UNITED STATES SHAREHOLDERS. If Platinum UK's
or Platinum Bermuda's RPII for any future taxable year is 20% or more of its
gross insurance income, every U.S. person directly or indirectly owning Common
Shares on the last day of that year will be required to include in gross income
its share of Platinum UK's or Platinum Bermuda's RPII for such year, whether or
not distributed. A U.S. person owning Common Shares during our taxable year but
not on the last day of the taxable year for which Platinum Bermuda and/or
Platinum UK is a controlled foreign corporation within the meaning of the RPII
provisions of the Code, which would normally be December 31, is not required to
include in gross income any part of Platinum UK's or
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Platinum Bermuda's RPII. Correspondingly, a U.S. person directly or indirectly
owning Common Shares on the last day of the taxable year in which Platinum UK or
Platinum Bermuda is a controlled foreign corporation for purposes of these
provisions is required to include in its income its pro rata share of the RPII
for the entire year, even though it did not own the Common Shares for the entire
year.
INFORMATION REPORTING. Each U.S. person who is a direct or indirect
shareholder of Platinum Holdings on the last day of our taxable year must attach
to the income tax or information return it would normally file for the period
which includes that date a Form 5471 if Platinum UK or Platinum Bermuda is a CFC
for RPII purposes for any continuous thirty-day period during its taxable year,
whether or not any net RPII income is required to be reported. Platinum UK or
Platinum Bermuda, as the case may be, will not be considered to be a CFC for
this purpose and, therefore, Form 5471 will not be required, for any taxable
year in which Platinum UK's or Platinum Bermuda's gross RPII constitutes less
than 20% of its gross insurance income. For any year in which Platinum UK's or
Platinum Bermuda's gross RPII constitutes 20% or more of its gross insurance
income, we intend to provide Form 5471 to our direct or indirect United States
shareholders for attachment to the returns of such shareholders. The amounts of
the RPII inclusions may be subject to adjustment based upon subsequent IRS
examination. A tax-exempt organization will be required to attach Form 5471 to
its information return in the circumstances described above. Failure to file
Form 5471 may result in penalties. In addition, U.S. persons who at any time
acquire 10% or more of our shares will have an independent obligation to file
Form 5471.
TAX-EXEMPT SHAREHOLDERS. Tax-exempt entities will be required to treat
certain subpart F insurance income, including RPII, that is includible in income
by the tax-exempt entity as unrelated business taxable income.
DISTRIBUTIONS; BASIS; EXCLUSION OF DISTRIBUTIONS FROM GROSS INCOME. A
United States shareholder's tax basis in its Common Shares will be increased by
the amount of any RPII that the shareholder includes in income. The shareholder
may exclude from income the amount of any distribution by us to the extent of
the RPII included in income for the year in which the distribution was paid or
for any prior year. The United States shareholder's tax basis in its Common
Shares will be reduced by the amount of such distributions that are excluded
from income. While, in certain circumstances, a United States shareholder may be
able to exclude from income distributions with respect to RPII that a prior
shareholder included in income, that exclusion will not generally be available
to holders who purchase Common Shares in this offering or in the public trading
markets and are therefore unable to identify the previous shareholder and
demonstrate that such shareholder had previously included the RPII in income.
DISPOSITIONS OF COMMON SHARES. Subject to the discussion below relating
to the potential application of Code section 1248 or the passive foreign
investment company rules, you will recognize a gain or loss for United States
federal income tax purposes upon the sale or exchange of any Common Shares equal
to the difference between the amount realized upon such sale or exchange and
your basis in the Common Shares. If your holding period for these Common Shares
is more than one year, any gain will be subject to tax at a current maximum
marginal tax rate of 20% (18% if your holding period is more than five years)
for individuals and 35% for corporations.
Code section 1248 provides that if a U.S. person disposes of stock in a
foreign corporation and such person owned directly, indirectly through certain
foreign entities or constructively 10% or more of the voting shares of the
corporation at any time during the five-year period ending on the date of
disposition when the corporation was a CFC, any gain from the sale or exchange
of the shares may be treated as ordinary income to the extent of the CFC's
earnings and profits during the period that the shareholder held the shares
(with certain adjustments). A 10% United States shareholder may in certain
circumstances be required to report a disposition of shares of a CFC by
attaching IRS
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Form 5471 to the United States income tax or information return that it would
normally file for the taxable year in which the disposition occurs. Code section
953(c)(7) generally provides that section 1248 also will apply to the sale or
exchange of shares in a foreign corporation if the foreign corporation would be
taxed as an insurance company if it were a domestic corporation, regardless of
whether the shareholder is a 10% shareholder or whether RPII constitutes 20% or
more of the corporation's gross insurance income. Existing Treasury regulations
do not address whether Code section 1248 and the requirement to file Form 5471
would apply if the foreign corporation is not a CFC but the foreign corporation
has a subsidiary that is a CFC or that would be taxed as an insurance company if
it were a domestic corporation (although, as discussed above, shareholders of
10% or more of the shares of the Company will have an independent obligation to
file Form 5471 in respect of the taxable year in which they reach the 10%
threshold). Code section 1248 and the requirement to file Form 5471 should not
apply to dispositions of Common Shares because (i) we should not have any U.S.
shareholders that own directly, indirectly or constructively 10% or more of the
voting power of the Common Shares, and (ii) we are not directly engaged in the
insurance business and, under proposed regulations, Code sections 953 and 1248
appear to be applicable only in the case of shares of corporations that are
directly engaged in the insurance business. However, the IRS might interpret the
proposed regulations in a different manner and the proposed regulations may be
amended or promulgated in final form so as to provide that Code section 1248 and
the requirement to file Form 5471 will apply to dispositions of Common Shares.
FOREIGN TAX CREDIT. If U.S. persons own a majority of the Company's
shares, only a portion of the current income inclusions under the CFC, RPII and
passive foreign investment company rules, if any, and of dividends paid by us
(including any gain from the sale of Common Shares that is treated as a dividend
under section 1248 of the Code) will be treated as foreign source income for
purposes of computing a shareholder's U.S. foreign tax credit limitation.
UNCERTAINTY AS TO APPLICATION OF RPII. Regulations interpreting the
RPII provisions of the Code exist only in proposed form. It is not certain
whether these regulations will be adopted in their proposed form or what changes
might ultimately be made or whether any such changes, as well as any
interpretation or application of the RPII rules by the IRS, the courts or
otherwise, might have retroactive effect. Accordingly, the meaning of the RPII
provisions and their application to Platinum UK and Platinum Bermuda is
uncertain. These provisions include the grant of authority to the U.S. Treasury
to prescribe "such regulations as may be necessary to carry out the purposes of
this subsection, including ... regulations preventing the avoidance of this
subsection through cross insurance arrangements or otherwise". In addition,
there can be no assurance that the IRS will not challenge any determinations by
Platinum UK or Platinum Bermuda as to the amount, if any, of RPII that should be
includible in your income or that the amounts of the RPII inclusions will not be
subject to adjustment based upon subsequent IRS examination. Each U.S. person
considering an investment in Common Shares should consult its tax advisor as to
the effects of these uncertainties.
PASSIVE FOREIGN INVESTMENT COMPANIES. Sections 1291 through 1298 of the
Code contain special rules applicable to foreign corporations that are "passive
foreign investment companies" ("PFICs"). In general, a foreign corporation will
be a PFIC during a given year if:
- 75% or more of its income constitutes "passive income" or
- 50% or more of its assets produce passive income.
If we were to be characterized as a PFIC during a given year, our
United States shareholders would be subject to a penalty tax at the time of
their sale at a gain of, or receipt of an "excess distribution" with respect to,
their Common Shares, unless such shareholders elected to be taxed on their pro
rata share of our earnings whether or not such earnings were distributed or
elected to be taxed on the investment in Common Shares on a mark-to-market
basis. In general, a
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shareholder receives an "excess distribution" if the amount of the distribution
is more than 125% of the average distribution with respect to the stock during
the three preceding taxable years (or shorter period during which the taxpayer
held the stock). In general, the penalty tax is equivalent to an interest charge
on taxes that are deemed due during the period the United States shareholder
owned the shares, computed by assuming that the excess distribution or gain (in
the case of a sale) with respect to the shares was taxed in equal portions at
the highest applicable tax rate on ordinary income throughout the shareholder's
period of ownership. The interest charge is equal to the applicable rate imposed
on underpayments of United States federal income tax for such period.
For the above purposes, passive income is defined to include income of
the kind which would be foreign personal holding company income under Code
section 954(c), and generally includes interest, dividends, annuities and other
investment income. The PFIC statutory provisions, however, contain an express
exception for income "derived in the active conduct of an insurance business by
a corporation which is predominantly engaged in an insurance business...".
This exception is intended to ensure that income derived by a bona fide
insurance company is not treated as passive income, except to the extent such
income is attributable to financial reserves in excess of the reasonable needs
of the insurance business. We expect, for purposes of the PFIC rules, that each
of Platinum UK and Platinum Bermuda will be predominantly engaged in an
insurance business and is unlikely to have financial reserves in excess of the
reasonable needs of its insurance business. The PFIC statutory provisions
contain a look-through rule stating that, for purposes of determining whether a
foreign corporation is a PFIC, such foreign corporation shall be treated as if
it received "directly its proportionate share of the income..." and as if it
"held its proportionate share of the assets..." of any other corporation in
which it owns at least 25% by value of the stock. While no explicit guidance is
provided by the statutory language, under this look-through rule we should be
deemed to own the assets and to have received the income of our insurance
subsidiaries directly for purposes of determining whether we qualify for the
insurance exception. This interpretation of the look-through rule is consistent
with the legislative intention generally to exclude bona fide insurance
companies from the application of PFIC provisions; there can, of course, be no
assurance as to what positions the IRS or a court might take in the future. Each
U.S. person considering an investment in Common Shares should consult its tax
advisor as to the effects of the PFIC rules.
OTHER. Except as discussed below with respect to backup withholding,
dividends paid by us will not be subject to U.S. withholding tax.
TRANSFER REPORTING REQUIREMENTS
A U.S. person (including a tax exempt entity) that purchases our Common
Shares in the Public Offering may be required to file a Form 926 or similar form
with the IRS if the cost of such purchases, including the cost of certain
related purchases and purchases by related persons, exceeds $100,000. In the
event such person fails to file any such required form, such person could be
required to pay a penalty equal to 10% of the gross amount paid for such Common
Shares (subject to a maximum penalty of $100,000, except in cases involving
intentional disregard). U.S. persons should consult their tax advisors with
respect to this or any other reporting requirement which may apply with respect
to their acquisition of our Common Shares.
NON-U.S. SHAREHOLDERS
Subject to certain exceptions, non-U.S. persons will be subject to
United States federal income tax on dividend distributions with respect to, and
gain realized from the sale or exchange of, Common Shares only if such dividends
or gains are effectively connected with the conduct of a
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trade or business within the U.S. Nonresident alien individuals will not be
subject to U.S. estate tax with respect to our Common Shares.
ALL SHAREHOLDERS
Information reporting to the IRS by paying agents and custodians
located in the United States will be required, with respect to payments of
dividends on the Common Shares to U.S. persons. Thus, you may be subject to
backup withholding with respect to dividends paid by such persons, unless you:
- are a corporation or come within certain other exempt
categories and, when required, demonstrate this fact, or
- provide a taxpayer identification number, certify as to no
loss of exemption from backup withholding and otherwise comply
with applicable requirements of the backup withholding rules.
Backup withholding is not an additional tax and may be credited against
your regular federal income tax liability.
PROPOSED U.S. TAX LEGISLATION
Recently proposed U.S. legislation targeting so-called "inversion
transactions", if enacted, would under certain circumstances treat a foreign
corporation as a U.S. corporation for U.S. federal income tax purposes and under
other circumstances would require obtaining IRS approval of the terms of
related-party transactions. In addition, interest deductions on debt borrowed
from or guaranteed by a related non-U.S. party would be more severely limited
than under existing so-called "earnings stripping" provisions.
The Company and its subsidiaries would appear not to be subject to the
proposed legislation directed at inversion transactions as currently drafted.
However, the proposed changes to the earnings stripping provisions could impose
significant restrictions on the amount of interest deductible by the Company's
U.S. subsidiaries on certain debt owed to or guaranteed by related non-U.S.
parties (including the surplus note to be issued by Platinum US to Platinum
Ireland and the senior notes to be issued by Platinum Finance and guaranteed by
the Company). We cannot predict whether the proposed legislation (or any similar
legislation) will be enacted or, if enacted, what the specific provisions or the
effective date of any such legislation would be, or whether it would have any
effect on the Company or its subsidiaries.
If the inversion legislation were enacted and made applicable to the
Company and its subsidiaries, we could be treated as a U.S. corporation. If we
were treated as a U.S. corporation, we would be subject to taxation in the U.S.
at regular corporate rates. The U.S. tax consequences to the U.S. and non-U.S.
holders of Common Shares would be significantly different from those described
in the preceding sections. If the inversion legislation were to so apply,
however, the earnings stripping provisions would, if also enacted, be
inapplicable to the extent the non-U.S. related-party lender or guarantor was
treated as a U.S. corporation under the inversion legislation. Prospective
investors should consult their tax advisors regarding the U.S. tax consequences
to them, in their particular circumstances, if we were treated as a U.S.
corporation.
In addition, a bill has been introduced in the House of Representatives
that would effectively deny--by deferring for an extended period--a U.S.-based
insurer or reinsurer that reinsures or retrocedes a portion of its risk with or
to a related foreign-based reinsurer or retrocedent in a low tax rate
jurisdiction (such as Bermuda) a deduction for the portion of the insurance or
reinsurance premium ceded to the related foreign-based party, thereby
effectively subjecting all of the premium income to U.S. tax. Moreover, a senior
official of the U.S. Treasury Department has also identified
160
related party reinsurance arrangements as an area that requires study because it
may result in an inappropriate shift of income from a U.S. corporate group to
its foreign affiliates, implying that, were that to be the conclusion of such a
study, legislation, possibly in the form of legislation imposing a premium-based
tax, might be needed. Enactment of legislation of either type could materially
adversely affect our earnings and shareholders' investments.
UNITED KINGDOM TAXATION
The following discussion applies only to U.K. resident individuals and
U.K. resident companies who beneficially own shares in Platinum Holdings and who
hold those shares as capital assets and not as dealers.
Such individuals will be liable to tax on dividends received, at a rate
of 10% for those shareholders who are subject to tax only at the basic rate, and
32.5% for those shareholders who are liable to tax at the higher rate of tax.
Individual shareholders who while resident in the U.K. are non-U.K. domiciled
will be chargeable to tax in respect of dividends only if and to the extent that
the dividends are remitted to or enjoyed in the United Kingdom in any way.
Individual shareholders are potentially liable to capital gains tax in
respect of chargeable gains arising on any disposal of their shares. Once again,
resident shareholders who are non-U.K. domiciled will be chargeable to capital
gains tax on a disposal of their shares only as regards remittances made to the
United Kingdom of the proceeds.
For U.K. inheritance tax purposes, the shares of Platinum Holdings will
rank as non-U.K. assets which may have a bearing on the imposition of
inheritance tax in relation to gifts or the passing of the shares on death,
particularly where the donor or deceased was non-U.K. domiciled.
U.K. companies will be liable to corporation tax at the ordinary rate
in relation to dividends received on the shares and gains arising on the
disposal of the shares.
Were a U.K. company ever to hold shares that carried the entitlement
(aggregated with shares held by certain connected persons) to at least 25% of
the profits of Platinum, the U.K.'s Controlled Foreign Companies provisions
could be material, with the result that in certain circumstances underlying
profits of Platinum and its subsidiaries might be taxed in the hands of the U.K.
shareholder.
PROSPECTIVE INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING
ANY FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF OWNERSHIP AND
DISPOSITION OF THE COMMON SHARES WHICH ARE PARTICULAR TO THEM.
161
UNDERWRITING
Platinum Holdings and the underwriters named below (the "underwriters")
have entered into an underwriting agreement with respect to the Common Shares
being offered. Subject to certain conditions, each underwriter has severally
agreed to purchase the number of Common Shares indicated in the following table.
Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Salomon Smith Barney Inc., Bane of America Securities LLC, Credit Suisse First
Boston Corporation, and J.P. Morgan Securities Inc. are the representatives of
the underwriters.
NUMBER OF COMMON
UNDERWRITERS SHARES
------------ ----------------
Goldman, Sachs and Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Salomon Smith Barney Inc.
Banc of America Securities LLC
Credit Sulsse First Boston Corporation
J.P. Morgan Securities Inc.
----------
Total 30,040,000
----------
The underwriters are committed to take and pay for all of the Common
Shares being offered, if any are taken, other than the Common Shares covered by
the option described below unless and until this option is exercised.
If the underwriters sell more Common Shares than the total number set
forth in the table above, the underwriters have an option to buy up to an
additional 4,506,000 Common Shares from Platinum Holdings to cover such sales.
They may exercise that option for 30 days. If any Common Shares are purchased
pursuant to this option, the underwriters will severally purchase Common Shares
in approximately the same proportion as set forth in the table above.
The following table shows the per Common Share and total underwriting
discounts and commissions to be paid to the underwriters by Platinum Holdings.
Such amounts are shown assuming both no exercise and full exercise of the
underwriters' option to purchase 4,506,000 additional Common Shares.
NO FULL
PAID BY PLATINUM HOLDINGS EXERCISE EXERCISE
------------------------- -------- --------
Per Share $ $
Total $ $
Common Shares sold by the underwriters to the public will initially be
offered at the initial public offering price set forth on the cover of this
prospectus. Any Common Shares sold by the underwriters to securities dealers may
be sold at a discount of up to $ per Common Share from the initial public
offering price. Any such securities dealers may resell any Common Shares
purchased from the underwriters to certain other brokers or dealers at a
discount of up to $ per Common Share from the initial public offering price.
If all the Common Shares are not sold at the initial public offering price, the
representatives may change the offering price and the other selling terms.
Platinum Holdings, its officers and directors, St. Paul and
RenaissanceRe have agreed with the underwriters not to dispose of or hedge any
of their Common Shares or securities convertible into or exchangeable for Common
Shares (other than the equity security units to be offered and sold concurrently
with this offering) during the period from the date of this prospectus
continuing through the date 180 days after the date of this prospectus, except
with the prior written consent of
162
Goldman, Sachs & Co. This agreement does not apply to any existing employee
benefit plans. See "Shares Eligible For Future Sale" for a discussion of certain
transfer restrictions.
Prior to the Public Offering, there has been no public market for the
Common Shares. The initial public offering price will be negotiated among
Platinum Holdings and the representatives of the underwriters. Among the factors
to be considered in determining the initial public offering price of the Common
Shares, in addition to prevailing market conditions, will be Platinum Holdings'
pro forma performance, estimates of the business potential and earnings
prospects of Platinum Holdings, an assessment of Platinum Holdings' management
and the consideration of the above factors in relation to market valuation of
companies in related businesses.
The Common Shares have been approved for listing on the NYSE under the
symbol "PTP" subject to notice of issuance. In order to meet one of the
requirements for listing the Common Shares on the NYSE, the underwriters have
undertaken to sell lots of 100 or more Common Shares to a minimum of 2,000
beneficial holders.
In connection with the Public Offering, the underwriters may purchase
and sell Common Shares in the open market. These transactions may include short
sales, stabilizing transactions and purchases to cover positions created by
short sales. Short sales involve the sale by the underwriters of a greater
number of Common Shares than they are required to purchase in the Public
Offering. "Covered" short sales are sales made in an amount not greater than the
underwriters' option to purchase additional Common Shares from Platinum Holdings
in the Public Offering. The underwriters may close out any covered short
position by either exercising their option to purchase additional Common Shares
or purchasing Common Shares in the open market. In determining the source of
Common Shares to close out the covered short position, the underwriters will
consider, among other things, the price of Common Shares available for purchase
in the open market as compared to the price at which they may purchase such
Common Shares through their option to purchase additional Common Shares from
Platinum Holdings. "Naked" short sales are any sales in excess of such option.
The underwriters must close out any naked short position by purchasing Common
Shares in the open market. A naked short position is more likely to be created
if the underwriters are concerned that there may be downward pressure on the
price of the Common Shares in the open market after pricing that could adversely
affect investors who purchase in the offering. Stabilizing transactions consist
of various bids for or purchases of Common Shares made by the underwriters in
the open market prior to the completion of the offering.
The underwriters may also impose a penalty bid. This occurs when a
particular underwriter repays to the underwriters a portion of the underwriting
discount received by it because the representatives have repurchased Common
Shares sold by or for the account of such underwriter in stabilizing or short
covering transactions.
Purchases to cover a short position and stabilizing transactions may
have the effect of preventing or retarding a decline in the market price of the
Common Shares, and together with the imposition of the penalty bid, may
stabilize, maintain or otherwise affect the market price of the Common Shares.
As a result, the price of the Common Shares may be higher than the price that
otherwise might exist in the open market. If these activities are commenced,
they may be discontinued at any time. These transactions may be effected on the
NYSE, in the over-the-counter market or otherwise.
Each underwriter has represented, warranted and agreed that: (i) it has
not offered or sold and, prior to the expiry of a period of six months from the
closing of the Public Offering, will not offer or sell any Common Shares to
persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted
163
and will not result in an offer to the public in the United Kingdom within the
meaning of the Public Offers of Securities Regulations 1995; (ii) it has only
communicated or caused to be communicated and will only communicate or cause to
be communicated any invitation or inducement to engage in investment activity
(within the meaning of section 21 of the FSMA) received by it in connection with
the issue or sale of any Common Shares in circumstances in which section 21(1)
of the FSMA does not apply to Platinum Holdings; and (iii) it has complied and
will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Common Shares in, from or otherwise involving the
United Kingdom.
The Common Shares may not be offered, sold, transferred or delivered in
or from The Netherlands, as part of their initial distribution or as part of any
re-offering, and neither this prospectus nor any other document in respect of
the offering may be distributed or circulated in The Netherlands, other than to
individuals or legal entities which include, but are not limited to, banks,
brokers, dealers, institutional investors and undertakings with a treasury
department, who or which trade or invest in securities in the conduct of a
business or profession.
A prospectus in electronic format will be made available on the
websites maintained by one or more of the lead managers of this offering and may
also be made available on websites maintained by other underwriters. The
underwriters may agree to allocate a number of Common Shares to underwriters for
sale to their online brokerage account holders. Internet distributions will be
allocated by the lead managers to underwriters that may make Internet
distributions on the same basis as other allocations.
Platinum Holdings has agreed to indemnify the several underwriters
against certain liabilities, including liabilities under the 1933 Act.
The underwriters do not expect sales to discretionary accounts to
exceed five percent of the total number of Common Shares offered.
Platinum Holdings estimates that its share of the total expenses for
the Public Offering, excluding underwriting discounts and commissions, will be
approximately $3.5 million.
Several of the underwriters and their affiliates have provided from
time to time, and expect to provide in the future, investment and commercial
banking and financial advisory services to St. Paul and its affiliates in the
ordinary course of business, for which they have received and may continue to
receive customary fees and commissions.
To a limited extent, St. Paul has agreed to pay certain indemnification
obligations of Platinum to the underwriters if Platinum fails to pay in
specified circumstances.
VALIDITY OF COMMON SHARES
The validity of the Common Shares under Bermuda law will be passed upon
for the Company by Conyers, Dill & Pearman, Hamilton, Bermuda. Certain legal
matters in connection with the Public Offering will be passed upon for the
Company by Sullivan & Cromwell, New York, New York, and the Underwriters are
being advised as to certain matters by Fried, Frank, Harris, Shriver & Jacobson
(a partnership including professional corporations), New York, New York, in each
case in reliance on the opinions of Conyers, Dill & Pearman with respect to
Bermuda law. Sullivan & Cromwell is also advising St. Paul, the sponsor of the
Company, in connection with the Company's establishment. Furthermore, the
Company is being advised as to certain matters in connection with its
organization and the Public Offering by Sullivan & Cromwell. Dewey Ballantine
LLP has advised Platinum regarding certain matters, including agreements between
Platinum and St. Paul.
164
EXPERTS
The consolidated balance sheet of Platinum Underwriters Holdings, Ltd.
and the combined statements of identifiable underwriting assets and liabilities,
underwriting results, identifiable underwriting cash flows and combined
financial statement schedules of The St. Paul Companies, Inc. Reinsurance
Underwriting Segment (Predecessor) included in the Registration Statement have
been audited by KPMG LLP, independent auditors, as set forth in their reports
appearing herein. The statements and combined financial statement schedules
referred to above are included in reliance upon such reports of KPMG LLP, given
upon the authority of such firm as experts in accounting and auditing. The audit
report covering Predecessor's December 31, 2001, 2000 and 1999 combined
statements contains an explanatory paragraph that states that the combined
statements are not intended to be a complete presentation of Predecessor's or
St. Paul's financial position, results of operations, or cash flows.
AVAILABLE INFORMATION
Upon completion of the offering, we will file annual, quarterly and
current reports, proxy statements and other information with the SEC. You may
read and copy any documents filed by us at the SEC's public reference room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Our SEC
filings will also be available over the internet at the SEC's website at
xxxx://xxx.xxx.xxx. We intend to list the Common Shares on the NYSE. Upon
listing, periodic reports, proxy statements and other information concerning
Platinum Holdings will be available for review at the New York Stock Exchange,
Inc., 20 Broad Street, New York, New York 10005. After the completion of the
Public Offering, we expect to provide annual reports to our shareholders that
include financial information reported on by our independent public accountants
and quarterly reports containing unaudited interim financial information for the
first three fiscal quarters of each fiscal year.
We have filed a registration statement on Form S-1 with the SEC (File
No. 333-86906). This prospectus is a part of the registration statement and does
not contain all of the information in the registration statement. Whenever a
reference is made in this prospectus to one of our contracts or other documents,
please be aware that the reference is not necessarily complete and that you
should refer to the exhibits that are a part of the registration statement for a
copy of the contract or other document. You may review a copy of the
registration statement at the SEC's public reference room in Washington, D.C. as
well as through the SEC's internet site.
ENFORCEABILITY OF CIVIL LIABILITIES UNDER UNITED STATES FEDERAL SECURITIES LAWS
AND OTHER MATTERS
Platinum Holdings is a Bermuda company, and certain of its officers and
directors are or will be residents of various jurisdictions outside the United
States. A substantial portion of the assets of Platinum Holdings and of such
officers and directors, at any one time, are or may be located in jurisdictions
outside the United States. In particular, Platinum Bermuda is also a Bermuda
corporation. Therefore, it ordinarily could be difficult for investors to effect
service of process within the United States on Platinum Holdings or any of these
officers and directors who reside outside the United States or to recover
against Platinum Holdings or any such individuals on judgments of courts in the
United States, including judgments predicated upon civil liability under the
U.S. federal securities laws. Notwithstanding the foregoing, Platinum Holdings
has irrevocably agreed that it may be served with process with respect to
actions against us arising out of violations of the U.S. federal securities laws
in any federal or state court in the U.S. relating to the transactions covered
by this prospectus by serving CT Corporation System, 1633 Broadway, 30th Fl.,
New York, New York 10019, telephone (800) 624-0909, its United States agent
appointed for that purpose. Nevertheless, it may be difficult for you to effect
service of process within the United States upon Platinum
165
Holdings' directors, officers and experts who reside outside the United States
or to enforce in the United States judgments of U.S. courts obtained in actions
against Platinum Holdings or its directors and officers, as well as the experts
named in this document, who reside outside the United States. Platinum Holdings
has been advised by Conyers, Dill & Pearman, its Bermuda counsel, that there is
doubt as to whether the courts of Bermuda would enforce (1) judgments of United
States courts obtained in actions against such persons or Platinum Holdings
predicated upon the civil liability provisions of the United States federal
securities laws and (2) original actions brought in Bermuda against such persons
or Platinum Holdings predicated solely upon United States federal securities
laws. There is no treaty in effect between the United States and Bermuda
providing for such enforcement, and there are grounds upon which Bermuda courts
may not enforce judgments of United States courts. Certain remedies available
under the laws of U.S. jurisdictions, including certain remedies available under
the U.S. federal securities laws, would not be allowed in Bermuda courts as
contrary to Bermuda's public policy.
166
THE PREDECESSOR BUSINESS
We present below selected historical combined financial data of St.
Paul Re. Our pro forma underwriting results presented under "Management's
Discussion and Analysis of Pro Forma Financial Condition and Underwriting
Results" in this prospectus show that our 2001 net premiums written, as adjusted
for the business not transferred and the exclusion of the St. Paul corporate
aggregate excess-of-loss reinsurance program, represent approximately 82% of St.
Paul Re's net premiums written for the same period. Also, we are assuming no
premium or loss development on business entered into prior to January 1, 2002.
Accordingly, we caution that St. Paul Re's underwriting results and St. Paul
Re's combined statements presented in this prospectus are not indicative of the
actual results that we will achieve once we commence operations. For a detailed
discussion of our pro forma combined statements of underwriting results, see
"Pro Forma Financial Information".
In addition to the effect of the non-transfer of certain portions of
St. Paul Re's business to us and the exclusion of the St. Paul corporate
aggregate excess-of-loss reinsurance program, other factors may cause our actual
results to differ materially from St. Paul Re's results. For example, although
we continue to be afforded the benefits of St.Paul Re's retrocessional program
for the remainder of 2002, we may enter into reinsurance contracts with
significantly different terms and conditions from those that have been made
available to St. Paul Re from St. Paul and which form the basis of St. Paul Re's
results. Furthermore, the additional premiums recorded in 2001 by St. Paul Re's
finite risk business primarily associated with the September 11, 2001 terrorist
attack were exceedingly high and not necessarily indicative of the recurring
premium volume we expect to write in that business segment. In addition, St.
Paul Re's combined statements reflect the discounting of the liability for
certain assumed reinsurance contracts using rates up to 7.5%, based on its
return on invested assets or, in many cases, on yields contractually guaranteed
to it on funds held by the ceding company, as permitted by the state of domicile
of a company included in St. Paul Re. It is our current intention to make
arrangements to permit such discounting to a similar extent as St. Paul Re,
which may include the organization and licensing of a U.S. subsidiary in
addition to Platinum U.S. If arrangements permitting us to discount reserves to
the same extent as St. Paul Re are not made, reinsurance contracts of a similar
type entered into in the future would be reported on an undiscounted basis.
As further discussed in the Notes under "Pro Forma Combined Statements
of Underwriting Results for the six months ended June 30, 2002 and 2001, and the
year ended December 31, 2001", the following table illustrates the difference
between Platinum's pro forma financial information and St. Paul Re's for the
year ended December 31, 2001.
YEAR ENDED DECEMBER 31, 2001
----------------------------
HISTORICAL PRO FORMA
ST. PAUL RE PLATINUM
----------- ---------
($ IN MILLIONS)
NET PREMIUMS EARNED $ 1,593 $ 1,302
RWRITING LOSSES AND
Losses and loss adjustment expenses 1,922 1,440
Underwriting expenses 397 306
------- -------
Total underwriting losses and expenses 2,319 1,746
------- -------
UNDERWRITING GAIN (LOSS) $ (726) $ (444)
======= =======
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SELECTED COMBINED FINANCIAL DATA
FIVE-YEAR SUMMARY OF ST. PAUL RE SELECTED COMBINED FINANCIAL DATA
SIX MONTHS ENDED
JUNE 30,
-------------------
2002 2001 2001 2000 1999 1998 1997
----- ------ ------- ------- ------ ------- --------
($ IN MILLIONS)
Net premiums written $ 663 $ 701 $ 1,677 $ 1,073 $ 913 $ 1,017 $ 1,155
Net premiums earned 682 600 1,593 1,121 878 1,003 1,198
Losses and loss adjustment expenses 460 426 1,922 811 500 658 819
Underwriting expenses 213 230 397 424 302 341 379
----- ------ ------- ------- ------ ------- -------
Underwriting gain (loss) $ 9 $ (56) $ (726) $ (114) $ 76 $ 4 $ -
----- ------ ------- ------- ------ ------- -------
Statutory combined ratio:
Loss and loss expense ratio 67.4% 71.0% 120.6% 72.3% 57.0% 65.6% 68.4%
Underwriting expense ratio 29.2% 36.5% 25.1% 39.7% 35.1% 33.3% 31.1%
----- ------ ------- ------- ------ ------- -------
Combined ratio 96.6% 107.5% 145.7% 112.0% 92.1% 98.9% 99.5%
----- ------ ------- ------- ------ ------- -------
Adjusted combined ratio* 93.1% 116.2% 117.6% 120.4% 109.2% 98.9% 99.5%
Impact of catastrophes on combined
ratio** (1.5)% 2.7% 40.4% 12.0% 16.3% 8.6% 0.3%
----- ------ ------- ------- ------ ------- -------
-------------
* For purposes of meaningful comparison, adjusted combined ratios in 1999 -
2001 exclude the impact of the reinsurance treaties described in Note 8 to
the combined statements, and in 2001, the impact of the September 11, 2001
terrorist attack.
** Excludes ceded losses under the St. Paul corporate aggregate excess-of-loss
reinsurance program and St. Paul Re's aggregate excess-of-loss treaties.
RECENT DEVELOPMENTS
As discussed below, St. Paul Re was not affected by catastrophes in the
first six months of 2002. However, in August 2002, heavy rains and flooding
caused substantial loss of life and property in parts of Europe. Based on
preliminary information available to it, and applying customary actuarial
techniques applicable to catastrophe events, St. Paul Re has incurred estimated
losses of $ million in respect of this event as of ,2002. St. Paul Re and
after the completion of the Public Offering, Platinum, will revise this estimate
if additional information suggests that such action is appropriate. Total
catastrophe losses to date in 2002 have been lower than management's
expectations.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
UNDERWRITING RESULTS OF THE PREDECESSOR BUSINESS
The following discussion and analysis pertains to the operating results
of the Reinsurance underwriting segment of St. Paul, for the years ended
December 31, 2001, 2000 and 1999, and for the six-month periods ended June 30,
2002 and 2001. This discussion and analysis should be read in conjunction with
St. Paul Re's combined statements and related notes found on pages F-13 to F-28,
because they contain important information that is helpful in evaluating St.
Paul Re's operating results and financial condition.
St. Paul Re's operations include the underwriting results of certain
insurance and reinsurance subsidiaries in St. Paul's group of companies, as well
as the underwriting results of the reinsurance departments of St. Paul Fire and
Marine Insurance Company, and United States Fidelity and
168
Guaranty Company ("USF&G"), St. Paul's two largest U.S. insurance subsidiaries.
The financial results reported herein for St. Paul Re reconcile to St. Paul's
reinsurance segment results reported in St. Paul's audited consolidated
financial statements for each year in the three-year period ended December 31,
2001, which are included in St. Paul's 2001 Annual Report to Shareholders, and
in St. Paul's June 30, 2002 Quarterly Report on Form 10-Q (unaudited).
It is the practice of St. Paul to evaluate the performance of its
property-casualty insurance underwriting segments on the basis of underwriting
results. Therefore, this discussion focuses on each segment's performance based
on underwriting results. St. Paul does not allocate assets or investment income
to its respective underwriting segments, and therefore, neither assets nor
surplus are specifically identifiable for St. Paul Re. As a result, the
following discussion and analysis focuses almost exclusively on those factors
influencing underwriting performance for each of St. Paul Re's four business
segments. Those segments, whose results are analyzed in more detail later in
this discussion, are as follows: North American Casualty, North American
Property, International, and Finite Risk.
In the years prior to 2002, St. Paul Re generally underwrote
traditional treaty and facultative reinsurance for property, casualty, ocean
marine, surety, accident and health and certain specialty classes of coverage
for leading property and casualty insurance companies worldwide. St. Paul Re
also underwrote certain types of "non-traditional" reinsurance, which provides
limited traditional underwriting risk combined with financial risk protection.
In late 2001, St. Paul announced a series of actions designed to improve its
profitability, including plans to narrow the product offering and geographic
presence of its reinsurance operations. As a result, in January 2002, St. Paul
Re began focusing almost exclusively on the following types of reinsurance
coverages: property catastrophe, excess-of-loss casualty, marine and traditional
finite.
CRITICAL ACCOUNTING POLICIES
St. Paul Re's significant accounting policies are described in the
notes to St. Paul's Reinsurance Underwriting Segment (Predecessor)'s Combined
Statements. The following is a summary of the critical accounting policies that
affected the components comprising St. Paul Re's underwriting performance:
premiums, reserves and reinsurance.
PREMIUMS
Premiums were recorded at the inception of each policy, based upon
information received from ceding companies and their brokers. For excess-of-loss
contracts, the amount of premium was usually contractually documented at
inception, and no management judgment was necessary in accounting for this.
Premiums were earned on a pro rata basis over the contract period. For
proportional treaties, the amount of premium was normally estimated at inception
by the ceding company. St. Paul Re accounted for such premium using the initial
estimates, and then adjusted them once a sufficient period for actual premium
reporting had elapsed, normally around three years. For the year ended December
31, 2001 the net amount of premium written resulting from estimate accruals was
less than 25% of total premiums written. St. Paul Re also accrued for
reinstatement premiums resulting from losses. Such accruals were based upon
actual contractual terms, and the only element of management judgment involved
was with respect to the amount of loss reserves, as described below.
Reinstatement and additional premiums are written at the time a loss
event occurs where coverage limits for the remaining life of the contract are
reinstated under pre-defined contract terms. Reinstatement premiums are the
premiums charged for the restoration of the reinsurance limit of a catastrophe
contract to its full amount after payment by the reinsurer of losses as a result
of an occurrence. These premiums relate to the future coverage obtained during
the remainder of the
169
initial policy term, and are earned over the remaining policy term. Additional
premiums are premiums charged after coverage has expired, related to experience
during the policy term, which are earned immediately.
RESERVES
Under U.S. GAAP, St. Paul Re was not permitted to establish loss
reserves until the occurrence of an event which may give rise to a loss. Once
such an event occurred, St. Paul Re established reserves based upon estimates of
total losses incurred by the ceding insurers as a result of the event and St.
Paul Re's estimate of the portion of such loss it has reinsured. As a result,
only loss reserves applicable to losses incurred up to the reporting date may be
set aside, with no allowance for the provision of a contingency reserve to
account for expected future losses. Losses arising from future events will be
estimated and recognized at the time the loss is incurred and could be
substantial.
Setting appropriate reserves is an inherently uncertain process. Loss
reserves represent St. Paul Re's estimates, at a given point in time, of
ultimate settlement and adjustment costs of losses incurred (including IBNR
losses). St. Paul Re regularly reviewed and updated these estimates, using the
most current information available. Consequently, the ultimate liability for a
loss was likely to differ from the original estimate. Whenever St. Paul Re
determined that any existing loss reserves were inadequate, St. Paul Re was
required to record such change in estimate; increasing the loss reserves with a
corresponding negative impact, which could be material, in St. Paul Re's
underwriting results in the period in which the deficiency was identified. The
establishment of new reserves, or the adjustment of reserves for reported
claims, could result in significant upward or downward changes to St. Paul Re's
financial condition or results of underwriting in any particular period.
The reserve for losses and loss adjustment expenses was based upon
reports, individual case estimates received from ceding companies, and
management's estimates. St. Paul Re management's estimates were used mostly to
estimate IBNR loss amounts. For certain catastrophic events, there was
considerable uncertainty underlying the assumptions and associated estimated
reserves for losses and loss adjustment expenses. Reserves were reviewed
regularly and, as experience developed and additional information became known,
the reserves were adjusted as necessary. Such changes in estimate, if necessary,
were reflected in results of operations in the current period.
Liabilities for unpaid losses and LAE related to certain assumed
reinsurance contracts are discounted to the present value of estimated future
payments. The liabilities related to these reinsurance contracts were discounted
based on our return on invested assets, or in many cases, on yields
contractually guaranteed to us on funds held by the ceding company, as
permitted.
REINSURANCE
Written premiums, earned premiums, and incurred losses and LAE
reflected the net effects of assumed and ceded reinsurance transactions.
Reinsurance accounting was followed for assumed and ceded transactions when risk
transfer requirements had been met. These requirements involved significant
assumptions being made related to the amount and timing of expected cash flows,
as well as the interpretation of underlying contract terms. Assumed reinsurance
contracts that did not transfer significant insurance risk were required to be
accounted for as deposits. These deposits were accounted for as financing
transactions, with interest expense credited to the contract deposit. Premiums
received on retroactive reinsurance contracts are not reflected in the statement
of operations, but rather are recorded in the combined statement of identifiable
underwriting assets and liabilities as an increase to loss and loss adjustment
expenses reserves for
170
the liabilities assumed and as assets based on the consideration received. A
deferred charge or credit is recorded for any difference between liabilities
assumed and consideration received.
CONSOLIDATED OVERVIEW
The following table summarizes St. Paul Re's results for the periods
presented.
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
------------------ -----------------------------------
2002 2001 2001 2000 1999
---- ---- ---- ---- ----
($ IN MILLIONS)
NET PREMIUMS EARNED
Net premiums written $ 663 $ 701 $ 1,677 $ 1,073 $ 913
Change in unearned premiums 19 (101) (84) 48 (35)
------ ------ ------- ------- ------
Net premiums earned 682 600 1,593 1,121 878
LOSSES AND UNDERWRITING EXPENSES
Losses and loss adjustment expenses 460 426 1,922 811 500
Policy acquisition expenses 178 188 315 336 220
Other underwriting expenses 35 42 82 88 82
------ ------ ------- ------- ------
Total losses and underwriting
expenses 673 656 2,319 1,235 802
------ ------ ------- ------- ------
Underwriting gain (loss) $ 9 $ (56) $ (726) $ (114) $ 76
====== ====== ======= ======= ======
SIX MONTHS ENDED JUNE 30, 2002 VS. SIX MONTHS ENDED JUNE 30, 2001
Net premiums written declined $38 million for the six months ended June
30, 2002 compared to the six months ended June 30, 2001. The decrease in net
premiums written in 2002 was primarily due to the reduced volume from the lines
of business targeted for exit as part of St. Paul's strategic initiative to
improve profitability. In addition, the rescission of a large quota share
contract in the second quarter of 2002 also contributed to the decrease in
volume. The premium decline was partially offset by new business written in the
accident and health line of business and by rate increases. Reinsurance rates
continued to increase in 2002, primarily in response to the terrorist attack in
the United States in September 2001. Rate increases on business renewed on
January 1, 2002 averaged approximately 33% across all business segments.
The $65 million improvement in underwriting results reflected the
impact of substantial rate increases on 2002 renewals, as well as favorable
prior year development on catastrophe losses, absence of current year
catastrophe losses and benefits derived from exiting unprofitable lines of
business.
YEAR ENDED DECEMBER 31, 2001 VS. YEAR ENDED DECEMBER 31, 2000
The 56% increase in net written premiums in 2001 was principally driven
by new business growth in the North American Casualty and North American
Property segments, additional premiums recorded for prior underwriting years in
the North American Casualty segment, and strong price increases in all segments.
Price increases continued throughout 2001 in response to the growing demand for
reinsurance coverages, and those increases accelerated during the fourth quarter
in the aftermath of the September 11, 2001 terrorist attack. In 2000, net
premium growth was driven by new business opportunities in the non-traditional
reinsurance market and price increases across virtually all lines of traditional
reinsurance coverage.
Underwriting results in 2001 were dominated by losses resulting from
the terrorist attack, which totaled $556 million. Excluding those losses,
underwriting results in 2001 were still significantly
171
worse than in 2000, with deterioration centered in the North American Casualty
and Finite Risk segments. Catastrophe losses (excluding the September 11, 2001
terrorist attack) totaled $92 million in 2001, driven by losses from the
explosion of a chemical plant in Toulouse, France and Tropical Storm Allison in
the United States. Catastrophe losses in 2000 totaled $135 million and were
primarily the result of additional loss development from European storms
occurring near the end of 1999.
The deterioration in 2000 underwriting results compared with 1999 was
due to significant adverse loss development from years prior to 2000, including
development from the European storms at the end of 1999. Adverse prior-year loss
development on retrocessional business written in St. Paul Re's London
operations also played a significant role in 2000's underwriting loss. In
addition, the North American treaty casualty business accounted for $131 million
of underwriting losses in 2000.
RETROCESSIONAL REINSURANCE
St. Paul Re's underwriting results for 2001, 2000 and 1999 reflect the
benefits of its retrocessional reinsurance program. Under this program, St. Paul
Re purchases reinsurance for its own benefit, to limit the effect on its
financial condition and operating results of large and multiple losses. Under
this program, St. Paul Re ceded the following amounts to reinsurers:
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
---------------------- --------------------------------------
2002 2001 2001 2000 1999
---- ---- ---- ---- ----
($ IN MILLIONS)
Net premiums written $ 39 $ 102 $ 177 $ 254 $ 318
Net premiums earned 29 94 172 260 314
Losses and loss adjustment expenses (28) 144 396 386 377
Underwriting expenses 4 6 14 13 30
------ ------ ------ ------ ------
Net underwriting benefit $ (53) $ 56 $ 238 $ 138 $ 93
====== ====== ====== ====== ======
Included in the above totals were the impacts of the St. Paul corporate
aggregate excess-of-loss reinsurance programs that were entered into effective
on January 1 of each year except 2002 and St. Paul Re's aggregate
excess-of-loss-treaty, a separate aggregate excess-of-loss treaty exclusive to
St. Paul Re. St. Paul chose not to have a corporate aggregate excess-of-loss
reinsurance program in place in 2002. Coverage under the St. Paul corporate
aggregate excess-of-loss reinsurance programs was triggered when incurred
insurance losses and loss adjustment expenses spanning all segments of St.
Paul's business exceeded accident year attachment loss ratios specified in the
treaty. In addition, St. Paul Re's results benefited from St. Paul Re's
aggregate excess-of-loss-treaty in each year. These treaties are collectively
referred to hereafter as the "reinsurance treaties".
172
The following table describes the combined impact of these cessions
under the reinsurance treaties on St. Paul Re's results.
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
---------------------- --------------------------------------
2002 2001 2001 2000 1999
---- ---- ---- ---- ----
($ IN MILLIONS)
ST. PAUL CORPORATE AGGREGATE EXCESS-OF-LOSS
REINSURANCE PROGRAM:
Ceded premiums written $ -- $ 2 $ (67) $ 80 $ 89
Ceded losses and loss adjustment expenses -- -- (126) 140 164
Ceded earned premiums -- 1 (67) 80 89
------ ------ ------ ------ ------
Net pretax benefit (detriment) -- (1) (59) 60 75
------ ------ ------ ------ ------
ST. PAUL RE'S AGGREGATE EXCESS-OF-LOSS TREATIES:
Ceded premiums written 5 45 119 55 62
Ceded losses and loss adjustment expenses (25) 102 278 122 150
Ceded earned premiums (3) 43 119 55 62
------ ------ ------ ------ ------
Net pretax benefit (detriment) (22) 59 159 67 88
------ ------ ------ ------ ------
COMBINED TOTAL:
Ceded premiums written 5 47 52 135 151
Ceded losses and loss adjustment expenses (25) 102 152 262 314
Ceded earned premiums (3) 44 52 135 151
------ ------ ------ ------ ------
Net pretax benefit (detriment) $ (22) $ 58 $ 100 $ 127 $ 163
====== ====== ====== ====== ======
St. Paul was not party to a corporate all-lines aggregate
excess-of-loss treaty in 2002. In 2001, St. Paul did not cede any losses to the
St. Paul corporate aggregate excess-of-loss reinsurance program, but did
reallocate benefits from its 2000 and 1999 treaties among its business segments,
resulting in a detriment to St. Paul Re's reported results for calendar year
2001. This reallocation was necessary to reflect the impact of differences
between St. Paul's actual 2001 experience on losses ceded to the St. Paul
corporate aggregate excess-of-loss reinsurance program in 2000 and 1999, by
segment, and the anticipated experience on those losses in 2000 and 1999, when
the initial segment allocation was made. The impact of the 2000 and 1999 St.
Paul corporate aggregate excess-of-loss reinsurance program was allocated to St.
Paul Re based on St. Paul Re's underwriting results relative to the underwriting
results of St. Paul's other underwriting segments.
Net underwriting detriment in the 2002 six-month period was driven by a
commutation of a certain portion of the St.Paul Re aggregate excess-of-loss
treaty. The commutation of this treaty resulted in a net loss of $14 million.
This was done in conjunction with the commutation of similar assumed reinsurance
treaties which resulted in a net gain of $10 million. The combined effect of
these commutations resulted in a net loss of $4 million.
The combined net pretax benefit (detriment) of the reinsurance treaties
was allocated to St. Paul Re's business segments as follows:
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
---------------------- --------------------------------------
2002 2001 2001 2000 1999
---- ---- ---- ---- ----
($ IN MILLIONS)
North American Casualty $ (6) $ 4 $ 13 $ 42 $ 28
North American Property (3) 35 40 49 60
International (4) 16 30 36 51
Finite Risk (9) 3 17 0 24
------ ------ ------ ------ ------
Total $ (22) $ 58 $ 100 $ 127 $ 163
====== ====== ====== ====== ======
173
SEPTEMBER 11, 2001 TERRORIST ATTACK
On September 11, 2001, terrorists hijacked four commercial passenger
jets in the United States. Two of the jets were flown into the World Trade
Center towers in New York, N.Y., causing their collapse. The third jet was flown
into the Pentagon building in Washington, D.C., causing severe damage, and the
fourth jet crashed in rural Pennsylvania. This terrorist attack caused
significant loss of life and resulted in unprecedented losses for the property
and casualty insurance industry. St. Paul Re's estimated net pretax loss
incurred as a result of the terrorist attack totaled $556 million in 2001,
distributed among business segments as follows:
YEAR ENDED
DECEMBER 31, 2001
-----------------
($ IN MILLIONS)
North American property $ 233
North American casuality 32
International 162
Finite Risk 129
------
Total $ 556
======
St.Paul Re continually evaluated the adequacy of the net loss provision
recorded, based on claim experience, collections from its reinsurers, and other
factors. In the first six months of 2002, St. Paul Re did not record any
additions or reductions to its original estimated loss provision recorded in
2001 for the terrorist attack. Through June 30, 2002, St. Paul Re had made net
loss payments totaling $110 million related to the attack since it occurred, of
which $107 million were made in the first six months of 2002.
For further information related to the terrorist attack, refer to the
Notes to The St. Paul Companies, Inc. Reinsurance Underwriting Segment
(Predecessor) Combined Statements beginning on page F-16 of this prospectus.
ELIMINATION OF ONE-QUARTER REPORTING LAG
In the first quarter of 2000, St. Paul Re eliminated the one-quarter
reporting lag for its reinsurance operations based in the United Kingdom ("St.
Paul Re-U.K.") in order to report the results of those operations on a current
basis. As a result, St. Paul Re's results for 2000 include St. Paul Re-U.K.'s
results for the fourth quarter of 1999 and all of 2000. The incremental impact
of eliminating the reporting lag, which consists of St. Paul Re-U.K.'s results
for the three months ended December 31, 2000, was as follows.
YEAR ENDED
DECEMBER 31, 2000
-----------------
($ IN MILLIONS)
Net premiums written $ 7
Net premiums earned 51
Underwriting loss (10)
174
UNDERWRITING RESULTS BY SEGMENT
The following table summarizes written premiums, underwriting results,
statutory combined ratios and adjusted combined ratios (as described in the
footnote to the table) for each of St. Paul Re's business segments for the last
three years. These segments are managed in a carefully coordinated fashion with
strong elements of centralized control. As a result, management monitors and
evaluates the financial performance of these segments principally based on their
underwriting results. Following the table are detailed analyses of each
segment's results.
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
---------------------- --------------------------------------
2002 2001 2001 2000 1999
---- ---- ---- ---- ----
($ IN MILLIONS)
NORTH AMERICAN CASUALTY
Net premiums written $ 288 $ 296 $ 667 $ 340 $ 262
Net premiums earned 271 261 588 319 245
Losses and loss adjustment expenses 230 274 584 261 61
Underwriting expenses 91 96 219 134 109
------ ------ ------ ------ ------
Underwriting gain (loss) $ (50) $ (109) $ (215) $ (76) $ 75
====== ====== ====== ====== ======
Combined ratio 117.9% 141.6% 135.4% 124.9% 68.8%
Adjusted combined ratio* 115.3% 142.6% 131.5% 131.4% 82.2%
NORTH AMERICAN PROPERTY
Net premiums written $ 110 $ 75 $ 216 $ 170 $ 207
Net premiums earned 125 75 216 204 196
Losses and loss adjust expenses 74 36 381 133 153
Underwriting expenses 35 33 67 72 71
------ ------ ------ ------ ------
Underwriting gain (loss) $ 16 $ 6 $ (232) $ (1) $ (28)
====== ====== ====== ====== ======
Combined ratio 88.0% 92.8% 207.3% 104.6% 112.6%
Adjusted combined ratio* 85.1% 127.6% 116.9% 122.2% 134.8%
INTERNATIONAL
Net premiums written $ 174 $ 174 $ 248 $ 145 $ 160
Net premiums earned 120 108 242 188 160
Incurred losses and loss adjustment expenses 52 25 289 128 102
------ ------ ------ ------ ------
Underwriting gain (loss) $ 40 $ 53 $ (109) $ (10) $ (21)
====== ====== ====== ====== ======
Combined ratio 62.5% 45.5% 143.8% 111.6% 114.0%
Adjusted combined ratio* 58.9% 64.0% 89.5% 125.0% 134.7%
FINITE RISK
Net premiums written $ 151 $ 156 $ 546 $ 418 $ 284
Net premiums earned 166 156 547 410 277
Incurred losses and loss adjustment expenses 104 91 668 289 184
Underwriting expenses 59 71 49 148 43
------ ------ ------ ------ ------
Underwriting gain (loss) $ 3 $ (6) $ (170) $ (27) $ 50
====== ====== ====== ====== ======
Combined ratio 97.8% 106.7% 131.6% 106.2% 85.8%
Adjusted combined ratio* 91.8% 108.3% 114.2% 106.2% 94.9%
175
TOTAL
Net premiums written $ 663 $ 701 $1,677 $1,073 $ 913
Net premiums earned 682 600 1,593 1,121 878
Incurred losses and loss adjustment expenses 460 426 1,922 811 500
Underwriting expenses 213 230 397 424 302
------ ------ ------ ------ ------
Underwriting result $ 9 $ (56) $ (726) $ (114) $ 76
====== ====== ====== ====== ======
Loss and loss expense ratio 67.4% 71.0% 120.6% 72.3% 57.0%
Underwriting expense ratio 29.2% 36.5% 25.1% 39.7% 35.1%
------ ------ ------ ------ ------
Combined ratio 96.6% 107.5% 145.7% 112.0% 92.1%
====== ====== ====== ====== ======
Adjusted combined ratio* 93.1% 116.2% 117.6% 120.4% 109.2%
------------------------
* For purposes of meaningful comparison, adjusted combined ratios in all
periods presented exclude the impact of the reinsurance treaties
described before the table and the September 11, 2001 terrorist attack.
SIX MONTHS ENDED JUNE 30, 2002 VS. SIX MONTHS ENDED JUNE 30, 2001
Loss Ratio
The loss ratio measures insurance losses and loss adjustment expenses
incurred as a percentage of earned premiums.
St. Paul Re's reported loss ratio for the six months ended June 30, 2002 was
67.4%, compared with 71.0% in the same 2001 period. The 3.6 percentage point
improvement in the loss ratio was primarily due to rate increases across all
segments and the exit of unprofitable lines of business, tempered by
deteriorating results in discontinued lines of business (surplus lines, bond and
credit).
Expense Ratio
St. Paul Re's reported expense ratio for the six months ended June 30,
2002 was 29.2%, compared with 36.5% in the same period of 2001. The significant
improvement in the expense ratio was due to the exiting of unprofitable lines of
business.
YEAR ENDED DECEMBER 31, 2001 VS. YEARS ENDED DECEMBER 31, 2000 AND
DECEMBER 31, 1999
Loss Ratio
St. Paul Re's reported loss ratio in 2001 included a 42.6 percentage
point detriment from losses incurred in the terrorist attack. The reported loss
ratios in 2001, 2000 and 1999 also included benefits from the reinsurance
treaties.
Catastrophe losses totaled $880 million in 2001, of which $788 million
was due to the September 11, 2001 terrorist attack. Most of the other $92
million of catastrophe losses were the result of a variety of storms throughout
the year in the U.S. and the explosion of a chemical
176
manufacturing plant in Toulouse, France. In 2000 and 1999, catastrophe losses
totaled $135 million and $143 million, respectively. Additional loss development
arising from severe windstorms that struck portions of Europe in late 1999 and
severe flooding in the United Kingdom drove the 2000 total. Major events
contributing to the 1999 total included Hurricane Floyd, earthquakes in Taiwan
and Turkey, and European windstorms.
Expense Ratio
St. Paul Re's reported expense ratio in 2001 included an 8.2 percentage
point benefit resulting from a $91 million reduction in contingent commissions
that had been accrued prior to September 11, 2001. The magnitude of losses from
the terrorist attack resulted in the reversal of that accrual. The reported
expense ratios in 2001, 2000 and 1999 included detriments from the reinsurance
treaties. No underwriting expenses were ceded under the treaties; however, the
expense ratios in all three years included the effects of written premiums ceded
under the treaties.
During 2000, St. Paul Re reduced its estimate of ultimate losses on
certain non-traditional reinsurance business by $56 million, and made a
corresponding increase in its estimate of reserves for contingent commissions by
$66 million. Although these changes in estimate did not have a significant
impact on underwriting results for the year, they did distort the components of
the combined ratio in 2000. Excluding these changes, the loss ratio would have
been 89.8%, and the expense ratio would have been 29.8% (both excluding the
benefits of the reinsurance treaties).
The following pages provide a more detailed discussion of results for
the years ended December 2001, 2000 and 1999 and for the three month and
six-month periods ended June 30, 2002 and 2001 produced by St. Paul Re's four
business segments. To provide a more meaningful analysis of the underlying
performance of St. Paul Re's business segments, the discussion of segment
results excludes the impact of the September 11, 2001 terrorist attack in 2001
and the reinsurance treaties in all three years. The impact of the terrorist
attack on individual segment results, and the impact of the reinsurance treaties
was discussed earlier in this prospectus.
NORTH AMERICAN CASUALTY
The North American Casualty segment consisted of casualty reinsurance
underwritten for customers with exposures in the United States and Canada. In
2001, the following types of casualty coverages were offered: general, workers'
compensation, auto, medical professional, non-medical professional, directors
and officers, employment practices, surplus lines, umbrella and environmental
impairment. This segment also included accident and health reinsurance
coverages. As discussed earlier in this prospectus, in 2002, St. Paul narrowed
its reinsurance product focus in an effort to improve profitability. As a
result, the North American Casualty segment offered the following coverages in
the first six months of 2002: general and automobile liability, professional
liability, workers' compensation, accident and health coverages and casualty
clash. The following
177
table summarizes results for this segment for the periods presented, and
excludes the impact of the reinsurance treaties and the September 11, 2001
terrorist attack.
SIX MONTHS
ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
---------------------- --------------------------------------
2002 2001 2001 2000 1999
---- ---- ---- ---- ----
($ IN MILLIONS)
Net premiums written $ 233 $ 296 $ 679 $ 400 $ 288
Percentage increase (decrease) over prior year (21)% 70% 39%
Underwriting gain (loss) $ (44) $ (113) $ (195) $ (114) $ 47
Loss and loss adjustment expense ratio 82.9% 106.2% 95.7% 94.6% 42.1%
Underwriting expense ratio 32.4% 36.4% 35.8% 36.8% 40.1%
------ ------ ------ ------ ------
Combined ratio 115.3% 142.6% 131.5% 131.4% 82.2%
====== ====== ====== ====== ======
SIX MONTHS ENDED JUNE 30, 2002 VS. SIX MONTHS ENDED JUNE 30, 2001
The $63 million decrease in net premiums written was primarily due to
the rescission of a large quota share contract in the second quarter of 2002.
The premium volume was also impacted by a decline in premiums resulting from
lines of business being exited. Rate increases averaged 29% in the first six
months of 2002, and new business written in the accident and health reinsurance
market served to partially offset the decline in premiums.
The $69 million reduction in underwriting losses compared with the six
months ended June 30, 2001 is attributable to improved rates and risk selection,
as well as less unfavorable development in casualty business written in prior
years.
2001 VS. 2000
A significant portion of the 70% increase in net written premium volume
over 2000 was due to additional premiums recorded on business from the
underwriting years 2000 and 1999. St. Paul Re had been conservative in recording
estimated premiums from ceding companies in a soft market environment, but as
rate increases began to accelerate faster than anticipated, it was determined
that estimated premiums to be received from cedents for the underwriting years
2000 and 1999 were under accrued. St. Paul Re recorded the increase in premium
from those years in 2001 as the revenue materialized. In addition, new business
from large quota share contracts accounted for approximately $65 million of
premium growth in 2001, and accident and health new business contributed
approximately $51 million to premium volume for the year.
The reported underwriting result in 2001 included losses from
underwriting years prior to 2001. These losses were centered in surplus lines
and first-dollar auto reinsurance coverages. The surplus lines losses primarily
resulted from higher than expected frequency of losses associated with program
business. In particular, the experience attributable to certain black car and
tow truck programs was worse than expected. In addition, competitive market
conditions in the earlier underwriting years contributed to a soft pricing
environment for surplus lines reinsurance in those years. The first-dollar auto
losses in 2001 were primarily the result of unfavorable emergence stemming from
the binders and professional indemnity book.
178
2000 VS. 1999
The 39% increase in net premium volume in 2000 compared with 1999 was
largely driven by new business. In 2000, St. Paul Re entered the accident and
health market to take advantage of significant improvements in the medical stop
loss market. This business accounted for $33 million of written premiums in
2000. In addition, a large quota share treaty also contributed $45 million in
new premium volume in 2000. North American surplus lines casualty business
written by St. Paul Re's London operations increased by $23 million in 2000, due
to price increases and the withdrawal of other surplus lines underwriters in
London.
The reported underwriting loss for 2000 deteriorated significantly to
$114 million, compared with an underwriting profit of $47 million in 1999. In
2000, St. Paul Re started to experience an increase in claims reported from
underwriting years 1997 through 1999 which had not been evident in 1999.
NORTH AMERICAN PROPERTY
The North American Property segment consisted of property reinsurance
business underwritten for customers with exposures in the United States and
Canada. In 2001, coverages offered included proportional, per-risk,
excess-of-loss reinsurance and excess and surplus lines insurance, and
catastrophe treaties. This segment also included the results of retrocessional
reinsurance business, and crop and agricultural reinsurance. As discussed
earlier in this prospectus, in 2002, St. Paul narrowed its reinsurance product
focus in an effort to improve profitability. As a result, the North American
Property segment offered the following coverage in the first six months of 2002:
property catastrophe, property pro rata and property risk excess-of-loss. The
following table summarizes results for this segment for the periods presented,
and excludes the impact of the reinsurance treaties and the September 11, 2001
terrorist attack.
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
-------------------- --------------------------------
2002 2001 2001 2000 1999
------ ------ ------ ------ ------
($ IN MILLIONS)
Net premiums written $ 110 $ 107 $ 230 $ 218 $ 254
Percentage increase (decrease)over prior year 3% 6% (14)%
Underwriting gain(loss) $ 19 $ (29) $ (39) $ (51) $ (87)
Loss and loss adjustment expense ratio 56.4% 96.0% 88.1% 91.6% 106.1%
Underwriting expense ratio 28.7% 31.6% 28.8% 30.6% 28.7%
------ ------ ------ ------ ------
Combined ratio 85.1% 127.6% 116.9% 122.2% 134.8%
====== ====== ====== ====== ======
SIX MONTHS ENDED JUNE 30, 2002 VS. SIX MONTHS ENDED JUNE 30, 2001
The $3 million increase in net premiums written was due to rate
increases that averaged 31% in the first six months of 2002, which more than
offset the significant decline in business volume resulting from St. Paul Re's
withdrawal from or reduction in several lines of business in this segment.
The improvement in underwriting results in 2002 reflected the impact of
exiting unprofitable lines of business, rate increases, a lack of significant
catastrophe losses and favorable development on prior year catastrophe losses.
179
2001 VS. 2000
The 6% increase in premium volume in 2001 over 2000 was primarily due
to rate increases throughout this segment, the impact of which were
substantially offset by a deliberate reduction in business volume for crop
reinsurance and retrocessional reinsurance due to unfavorable treaty terms and
conditions. Price increases for risk excess-of-loss reinsurance grew
substantially as the year progressed, reflecting the impact of poor results on
prior treaties. Proportional premium volume grew nearly 40% over 2000, primarily
due to price increases.
The improvement in underwriting results compared with 2000 was
primarily due to a reduction in retrocessional reinsurance losses. St. Paul Re
began exiting unprofitable lines of the retrocessional market in 2000, and by
the end of 2001, underwrote a minimal amount of that business. Proportional
reinsurance coverages produced improved results over 2000, largely due to
favorable loss development on 1999 and prior underwriting years. These
improvements were partially offset by deterioration in North American
reinsurance results from business underwritten in London. In addition,
excess-of-loss reinsurance results in 2001 suffered from the effects of tropical
storm Allison, which struck the southeastern United States in the spring. Crop
reinsurance losses were significant in 2001, due to adverse loss development on
both 2001 and 2000 underwriting year business. Several hailstorms in the U.S.
played a major factor in the 2001 underwriting year losses. In addition, crop
reinsurance results in 2001 reflected the negative impact of competitive market
conditions in prior years that resulted in a soft pricing environment for this
business.
2000 VS. 1999
The 14% decline in net premium volume in 2000 compared with 1999
reflected an intentional reduction in business volume due to concerns about
underlying price levels, catastrophe exposures and unsatisfactory treaty terms.
Retrocessional net premiums declined approximately 27%, and proportional volume
was down 45% from 1999 levels. Near the end of 2000, some underlying price
improvement emerged due to the continuing deterioration in results for
reinsurers.
With the exception of catastrophe business, all lines of business
recorded unprofitable results in 2000. Excess-of-loss business showed
improvement over 1999, due to the lack of catastrophe losses and favorable
prior-year development. Proportional business results deteriorated from 1999,
due to loss development from the 1999 underwriting year. Per risk excess-of-loss
results were also worse than 1999. Crop reinsurance results in 2000 deteriorated
from 1999, and retrocessional business from the London market produced
significant losses despite a declining book of business.
INTERNATIONAL
In 2001, St. Paul Re's International segment underwrote property and
casualty reinsurance for customers domiciled outside of North America. This
segment also included results from marine and aerospace business for customers
located throughout the world, because of the global nature of those exposures.
As discussed earlier in this prospectus, in 2002, St. Paul narrowed its
reinsurance product focus in an effort to improve profitability. As a result,
the International segment offered the following coverages in the first six
months of 2002: property catastrophe, property pro rata, property risk
excess-of-loss and marine coverages. The following table summarizes results for
this segment for the periods presented, and excludes the impact of the
reinsurance treaties and the September 11, 2001 terrorist attack.
180
SIX MONTHS ENDED
JUNE 30, YEAR ENDED DECEMBER 31,
---------------------- --------------------------------
2002 2001 2001 2000 1999
------ ------ ------ ------ ------
($ IN MILLIONS)
Net premiums written $ 176 $ 184 $ 255 $ 176 $ 212
Percentage increase (decrease)over prior year (4)% 45% (17)%
Underwriting gain(loss) $ 44 $ 37 $ 24 $ (47) $ (73)
Loss and loss adjustment expense ratio 39.6% 42.4% 65.8% 88.9% 96.5%
Underwriting expense ratio 19.3% 21.6% 23.7% 36.1% 38.2%
------ ------ ------ ------ ------
Combined ratio 58.9% 64.0% 89.5% 125.0% 134.7%
====== ====== ====== ====== ======
SIX MONTHS ENDED JUNE 30, 2002 VS. SIX MONTHS ENDED JUNE 30, 2001
The $8 million decrease in net premiums written in 2002 was due to St.
Paul Re's decision to exit the aviation market and close certain international
offices. Rate increases averaging 39% in the International segment partially
offset these declines.
The $7 million increase in underwriting gain was mainly attributable to
favorable development on prior year reserves across all lines. Also contributing
to the increase in underwriting gain is the absence of catastrophe losses in the
period and significant rate increases achieved in 2002.
2001 VS. 2000
The 45% increase in net premiums over 2000 reflected improving market
conditions in 2001, characterized by significant rate increases and increasingly
favorable terms and conditions on new and renewal business during the year. The
magnitude of year-over-year premium growth in 2001 was partially aided by St.
Paul Re's deliberate actions in 2000 to reduce premium volume in certain
underperforming lines of business, including proportional treaty business and
low-level per risk excess-of-loss business. Net premium growth in 2001 was
centered in property coverages, where rate increases averaged 33% for the year.
For marine coverages, rate increases averaged 20% in 2001.
During 2001, St. Paul Re sought to take advantage of market conditions
and realign its portfolio by further reducing underperforming business volume,
and expanding new business in virtually all of its remaining operations. The
significant improvement in the loss ratio compared with 2000 reflected the
success of those efforts, and also reflected a significant decline in
catastrophe losses. In 2001, the only major catastrophe affecting the
International segment (excluding the September 11, 2001 terrorist attack) was
the explosion of a chemical plant in Toulouse, France, which resulted in $13
million of incurred losses. By contrast, 2000 results included a cumulative
total of $34 million of catastrophe losses, the majority of which resulted from
additional loss development from severe windstorms that struck portions of
Europe in late 1999.
2000 VS. 1999
The 17% decline in 2000 net premiums written compared with 1999
resulted from St. Paul Re's deliberate reduction in pro rata property business
volume due to unacceptable underwriting conditions. In addition, St. Paul Re
changed the method it used to estimate reinsurance premiums in the International
segment for the 1999 underwriting year following St. Paul's merger with USF&G
Corporation in 1998 and the subsequent integration of F&G Re, the reinsurance
department of USF&G into St. Paul Re's operations. Throughout the majority of
2000, worldwide reinsurance
181
market conditions remained unfavorable, and St. Paul Re maintained a cautious
approach to premium growth in the International arena. However, the spate of
large catastrophe losses which occurred in late 1999 and affected calendar year
2000 results proved to be the catalyst for an increase in property catastrophe
reinsurance pricing. In the last quarter of 2000, the soft market conditions
that had prevailed for several years began to improve, laying the groundwork for
significantly improved operating conditions in 2001.
Although 2000 was relatively free from major natural catastrophes,
adverse development from the aforementioned 1999 catastrophic events contributed
significantly to St. Paul Re's reported results in 2000. Of the $34 million of
catastrophe losses incurred in 2000, the only significant events that actually
occurred in 2000 were a series of storm and flood losses in the United Kingdom,
which resulted in losses of $13 million.
In 1999, market conditions were difficult due to excess capacity and
severe competition in the reinsurance sector. Overall pricing continued to be
inadequate as worldwide reinsurers competed for market share in a stagnant
worldwide non-life insurance market. St. Paul Re's International segment loss
ratio in 1999 suffered from a total of $63 million of catastrophe losses
resulting from earthquakes in Taiwan and Turkey, Typhoon Bart in Japan,
Hurricane Floyd, and the severe windstorms in Northern Europe.
FINITE RISK
In 2001, St. Paul Re's Finite Risk segment underwrote non-traditional
reinsurance treaties for leading insurance and reinsurance companies worldwide.
Non-traditional reinsurance combines limited traditional underwriting risk with
financial risk protection and is generally utilized by sophisticated insurers
who are willing to share in a portion of their insurance losses. Products
include multi-year excess-of-loss treaties, aggregate stop loss treaties, finite
quota share treaties, loss portfolio transfers, and adverse loss development
covers. This segment also included bond and credit reinsurance coverages. As
discussed earlier in this prospectus, in 2002, St. Paul narrowed its reinsurance
product focus in an effort to improve profitability. As a result, the Finite
Risk segment offered the following coverages in the first six months of 2002:
multi-year excess-of-loss, aggregate stop loss, finite quota share, loss
portfolio transfer and adverse loss development contracts. The following table
summarizes results for this segment for the periods presented, and excludes the
impact of the reinsurance treaties and the September 11, 2001 terrorist attack.
SIX MONTHS ENDED YEAR ENDED
JUNE 30, DECEMBER 31,
-------------------- --------------------------------
2002 2001 2001 2000 1999
------ ------ ------ ------ ------
($ IN MILLIONS)
Net premiums written $ 149 $ 161 $ 424 $ 418 $ 311
Percentage increase (decrease) over prior year (7)% 1% 34%
Underwriting gain (loss) $ 11 $ (10) $ (57) $ (28) $ (26)
Loss and loss adjustment expense ratio 56.8% 62.2% 80.7% 70.5% 77.3%
Underwriting expense ratio 35.0% 41.6% 33.5% 35.7% 17.6%
------ ------ ------ ------ ------
Combined ratio 91.8% 108.3% 114.2% 106.2% 94.9%
====== ====== ====== ====== ======
182
SIX MONTHS ENDED JUNE 30, 2002 VS. SIX MONTHS ENDED JUNE 30, 2001
The $12 million decrease in net premiums written in the first six
months of 2002 was due to St. Paul Re's decision to exit the bond and credit
market; however, that decline was offset by a $25 million positive premium
adjustment related to one finite quota share contract.
The $11 million underwriting gain in the first six months of 2002
included a $10 million favorable impact due to a commutation of an aggregate
excess-of-loss treaty, offset by adverse prior-year marine and aviation loss
development, as well as adverse loss experience on the bond and credit business
in runoff. The $10 million loss in the 2001 period was primarily due to an $11
million loss related to the Petrobras oil platform collapse in March 2001.
2001 VS. 2000
Net written premiums grew slightly in 2001 over an abnormally large
premium base in 2000 that had resulted from three large new contracts and
additional premiums related to a specific contract. Bond and credit reinsurance
coverages accounted for $63 million of net written premium volume in 2001,
compared with $62 million in 2000.
The deterioration in underwriting results in 2001 was primarily due to
$31 million of losses generated by bond and credit reinsurance, of which $15
million resulted from surety bond losses related to Enron Corporation's
bankruptcy filing in late 2001. Bond and credit losses in 2000 totaled $2
million. In addition, the Finite Risk segment incurred $39 million of losses
from three major marine and aviation events: the collapse of the Petrobras oil
platform; a terrorist group's ground attack on commercial airliners in Sri
Lanka; and the chemical plant explosion in Toulouse, France.
2000 VS. 1999
Net written premiums in 2000 increased $107 million over 1999, of which
$67 million collectively resulted from the origination of two new loss portfolio
transfer contracts and one new finite quota share treaty. In addition, $47
million of additional written premiums were recognized on a specific aggregate
stop-loss contract due to adverse loss development.
Additional loss development from the severe storms that struck portions
of Europe in late 1999 accounted for $36 million of underwriting losses in 2000
in the Finite Risk segment. However, $52 million in underwriting profits were
recognized in 2000 from five large treaties that were either commuted or
experienced favorable loss development.
During 2000, the Finite Risk segment reduced its estimate of ultimate
losses on certain non-traditional reinsurance business by $56 million, and
correspondingly increased its estimate of profit commission reserves by $66
million. Excluding these changes, the loss ratio would have been 84.2%, and the
expense ratio would have been 19.6%.
CAPITAL RESOURCES AND LIQUIDITY
St. Paul Re's primary sources of capital resources and liquidity were
premium revenues received from its reinsurance business, and capital
contributions, when necessary, from St. Paul. As a component of St. Paul's
consolidated operations, St. Paul Re was dependent upon St. Paul to provide the
necessary capital to adequately support the level of its business operations.
EXPOSURES TO MARKET RISK
Market risk can be described as the risk of change in fair value of a
financial instrument due to changes in interest rates, equity prices,
creditworthiness, foreign exchange rates or other factors. As a component of St.
Paul's consolidated operations with no invested assets of its own, St. Paul Re
183
had no direct exposure to these various types of market risk, except for the
potential impact of changes in foreign currency exchange rates on its insurance
reserves. St. Paul actively managed its exposure to such foreign currency risks
by purchasing investments denominated in foreign currencies to hedge insurance
reserves denominated in the same currencies, which effectively reduced its
foreign currency exchange rate exposure.
RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES FOR PREDECESSOR BUSINESS
GENERAL INFORMATION
Losses represent the amounts paid, or expected to be paid, to ceding
companies for events that have occurred. The cost of investigating, resolving
and processing these claims are known as loss adjusting expenses, or LAE.
Reserves are established that reflect the estimated unpaid total cost of these
two items. These reserves include estimates of the total cost of claims that
were reported, but not yet paid, and the cost of claims incurred but not yet
reported or IBNR. The reserves for unpaid losses, and LAE at December 31, 2001
cover claims that were incurred not only in 2001 but also in prior years. Loss
reserves are reduced for estimates of salvage and subrogation.
Because many of the reinsurance coverages offered by St. Paul Re
involve losses that may not ultimately be settled for many years after they are
incurred, subjective adjustments as to ultimate exposure to losses are an
integral and necessary component of the loss reserving process. The inherent
uncertainties of estimating loss reserves are further exacerbated for reinsurers
by the significant times that often elapse between the occurrence of an insured
loss, the reporting of that loss to the primary insurer and, ultimately to the
reinsurer, and the primary insurers payment of that loss and subsequent
indemnification by the reinsurer. Reserves are recorded by considering a range
of estimates bounded by a high point and a low point. Within that range,
management's best estimate is recorded. Reserves are continually reviewed, using
various statistical and actuarial techniques to analyze current claim costs,
frequency and severity data, and prevailing economic, social and legal factors.
Reserves established in prior years are adjusted as loss experience develops and
new information becomes available. Adjustments to previously estimated reserves
are reflected in financial results in periods in which they are made.
While the carried reserves make a reasonable provision for unpaid loss
and LAE obligations, it should be noted that the process of estimating required
reserves does, by its very nature, involve uncertainty. The level of uncertainty
can be influenced by factors such as the existence of long-tail coverage (when
loss payments may occur for several years) and changes in claims handling
practices, as well as factors noted above, and actual claim payments and LAE
could be significantly different than estimates.
Liabilities for unpaid losses and LAE related to certain assumed
reinsurance contracts are discounted to the present value of estimated future
payments. Prior to discounting, these liabilities totaled $306.4 million, $198.7
million, and $72.7 million at December 31, 2001, 2000 and 1999 respectively. The
total discounted liability reflected on our combined statements of identifiable
underwriting assets and liabilities was $264.9 million, $146.7 million and $47.6
million at December 31, 2001, 2000 and 1999, respectively. During 2001, $33
million of discount was amortized and $85 million of additional discount was
accrued. The liabilities related to these reinsurance contracts were discounted
using rates up to 7.5%, based on our return on invested assets or, in many
cases, on yields contractually guaranteed to us on funds held by the ceding
company, as permitted by the state of domicile, the Vermont Department of
Banking, Insurance, Securities and Healthcare Administration.
184
TEN-YEAR DEVELOPMENT
The table below presents a development of net loss and LAE reserve
liabilities and payments for the years 1992 through 2001. The top line on the
table shows the estimated liability for unpaid losses and LAE, net of
reinsurance recoverables, recorded at the balance sheet date for each of the
years indicated.
In 1997, St. Paul changed the method by which it assigned loss activity
to a particular year for assumed reinsurance written by our U.K.-based
reinsurance operation, a component of St. Paul Re. Prior to 1997, that loss
activity was assigned to the year in which the underlying reinsurance contract
was written. In 1997, our analysis indicated that an excess amount of loss
activity was being assigned to prior years because of this practice. As a
result, we implemented an improved procedure in 1997 that more accurately
assigns loss activity for this business to the year in which it occurred. This
change had the impact of increasing favorable development on previously
established reserves by approximately $110 million in 1997. There was no net
impact on total incurred losses, however, because there was a corresponding
increase in the provision for current year loss activity in 1997. Development
data for individual years prior to 1997 in this table were not restated to
reflect this new procedure because reliable data to do so was not available.
The upper portion of the table, which shows the re-estimated amounts
relating to the previously recorded liabilities, is based upon experience as of
the end of each succeeding year. These estimates are either increased or
decreased as further information becomes known about individual claims and as
changes in the trend of claim frequency and severity become apparent.
The "Cumulative redundancy (deficiency)" line on the table for any
given year represents the aggregate change in the estimates for all years
subsequent to the year the reserves were initially established. For example, the
1992 net reserve of $2,265 million developed to $2,231 million, or a $34 million
redundancy, by the end of 1994. By the end of 2001, the 1992 reserve had
developed a redundancy of $518 million. The changes in the estimate of 1992 loss
reserves were reflected in operations during the past nine years. Likewise, the
deficiency that developed with respect to year-end 2000 reserves was reflected
in our results of operations for 2001.
In 1993, St. Paul Re adopted the provisions of SFAS No. 113,
"Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration
Contracts". This statement required, among other things, that reinsurance
recoverables on unpaid losses and LAE be shown as an asset, instead of the prior
practice of netting this amount against insurance reserves for balance sheet
reporting purposes.
The middle portion of the table, which includes data for only those
periods impacted since the adoption of SFAS No. 113 (the years 1992 through
2001), represents a reconciliation between the net reserve liability as shown on
the top line of the table and the gross reserve liability as shown in St. Paul
Re's combined statements of identifiable underwriting assets and liabilities on
page F-13 of this prospectus. This portion of the table also presents the gross
re-estimated reserve liability as of the end of the latest re-estimation period
(December 31, 2001) and the related re-estimated reinsurance recoverable.
The lower portion of the table presents the cumulative amounts paid
with respect to the previously recorded liability as of the end of each
succeeding year. For example, as of December 31, 2001, $1,573 million of the
currently estimated $1,747 million of net losses and LAE that have been incurred
for the years up to and including 1992 have been paid. Thus, as of December 31,
2001, it is estimated that $174 million of net incurred losses and LAE have yet
to be paid for the years up to and including 1992.
Caution should be exercised in evaluating the information shown in this
table. It should be noted that each amount includes the effects of all changes
in amounts for prior periods. For
185
example, the portion of the development shown for year-end 1996 reserves that
relates to 1991 losses is included in the cumulative redundancy (deficiency) for
the years 1991 through 1996.
In addition, the table presents calendar year data. It does not present
accident or policy year development data, which some readers may be more
accustomed to analyzing. The social, economic and legal conditions and other
trends which have had an impact on the changes in the estimated liability in the
past are not necessarily indicative of the future. Accordingly, readers are
cautioned against extrapolating any conclusions about future results from the
information presented in this table.
Note 4 to the combined statements, on page F-22 St. Paul Re's combined
statements, includes a reconciliation of beginning and ending loss reserve
liabilities for each of the last three years and is incorporated herein by
reference. Additional information about our reserves is contained in Note 4 of
St. Paul Re's combined statements on page F-22 of this prospectus.
ANALYSIS OF LOSS AND LOSS ADJUSTMENT EXPENSE (LAE) DEVELOPMENT
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------------------------
1992 1993 1994 1995 1996 1997 1998 1999 2000 2001
------- ------- ------- ------- ------- ------- ------- ------- ------- ------
($ IN MILLIONS)
Net liability for
unpaid losses
and LAE $ 2,265 $ 2,189 $ 2,241 $ 2,424 $ 2,695 $ 3,116 $ 3,226 $ 2,855 $ 2,666 $3,693
======= ======= ======= ======= ======= ======= ======= ======= ======= ======
Liability
re-estimated as
of:
One year later 2,225 2,179 2,218 2,431 2,758 3,040 3,058 2,730 2,761
Two years later 2,231 2,158 2,246 2,476 2,689 2,712 2,754 2,744
Three years later 2,211 2,179 2,272 2,423 2,239 2,447 2,739
Four years later 2,231 2,202 2,225 2,065 2,094 2,439
Five years later 2,262 2,168 1,874 1,853 2,073
Six years later 2,238 1,803 1,681 1,841
Seven years later 1,870 1,649 1,669
Eight years later 1,749 1,646
Nine years later 1,747
Ten years later
Gross Cumulative
Redundancy
(deficiency)
cumulative
Redundancy
(deficiency) $ 518 $ 542 $ 572 $ 583 $ 622 $ 677 $ 487 $ 111 $ (95) --
======= ======= ======= ======= ======= ======= ======= ======= ======= =====
186
Net liability for unpaid
losses and LAE $ 2,265 $ 2,189 $ 2,241 $ 2,424 $ 2,695 $ 3,116 $ 3,226 $ 2,855 $ 2,666 $ 3,693
Reinsurance recoverable
on unpaid losses 714 687 694 674 669 613 251 596 902 1,256
Gross Liability 2,979 2,876 2,935 3,098 3,365 3,729 3,477 3,451 3,568 4,949
Gross re-estimated
Liability
One year later 2,931 2,865 2,909 3,113 3,436 3,208 3,356 3,325 3,664
Two years later 2,939 2,841 2,946 3,166 2,917 3,039 3,069 3,428
Three years later 2,916 2,871 2,979 2,715 2,714 2,784 3,123
Four years later 2,944 2,901 2,579 2,491 2,474 2,837
Five years later 2,984 2,553 2,352 2,279 2,505
Six years later 2,684 2,302 2,154 2,312
Seven years later 2,423 2,143 2,182
Eight years later 2,294 2,176
Nine years later 2,324
Ten years later
Gross cumulative
redundancy
(deficiency) $ 655 $ 700 $ 754 $ 786 $ 860 $ 893 $ 354 $ 23 $ (96) --
======= ======= ======= ======= ======= ======= ======= ======= ======= ======
Cumulative amount of
net liability paid through:
One year later $ 492 $ 369 $ 339 $ 365 $ 357 $ 414 $ 696 $ 780 $ 663
Two years later 768 620 579 599 640 967 1,318 1,343
Three years later 951 792 736 780 1,071 1,425 1,650
Four years later 1,079 905 863 1,117 1,416 1,640
Five years later 1,154 998 1,134 1,375 1,544
Six years later 1,212 1,217 1,336 1,453
Seven years later 1,399 1,391 1,387
Eight years later 1,544 1,431
Nine years later 1,573
Ten years later
Cumulative amount of
gross liability paid
through:
One year later $ 551 $ 410 $ 376 $ 397 $ 381 $ 439 $ 746 $ 838 $ 706
Two years later 861 689 643 650 685 1,033 1,410 1,435
Three years later 1,068 882 817 847 1,152 1,523 1,760
Four years later 1,212 1,007 957 1,217 1,525 1,749
Five years later 1,297 1,110 1,258 1,500 1,661
Six years later 1,362 1,355 1,483 1,584
Seven years later 1,572 1,548 1,539
Eight years later 1,734 1,593
Nine years later 1,767
Ten years later
187
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL INFORMATION
Page
----
Platinum Underwriters Holdings, Ltd.
Independent Auditor's Report F-2
Consolidated Balance Sheet F-3
Notes to Consolidated Balance Sheet F-4
The St. Paul Companies, Inc. Reinsurance Underwriting Segment (Predecessor)
Independent Auditors' Report F-13
Combined Statements--As of December 31, 2001, 2000 and 1999 F-14
Notes to Combined Statements--As of December 31, 2001, 2000 and 1999 F-17
Combined Statements--As of June 30, 2002 and 2001 (unaudited) F-30
Notes to Combined Statements--As of June 30, 2002 and 2001 (unaudited) F-33
F-1
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDER
PLATINUM UNDERWRITERS HOLDINGS, LTD.:
We have audited the accompanying consolidated balance sheet of Platinum
Underwriters Holdings, Ltd. and subsidiaries (the Company) as of June 30, 2002.
This financial statement is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial statement based on our
audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents
fairly, in all material respects, the financial position of Platinum
Underwriters Holdings, Ltd. and subsidiaries as of June 30, 2002, in conformity
with accounting principles generally accepted in the United States of America.
/S/ KPMG LLP
Minneapolis, Minnesota
August 29, 2002, except as to
Notes 3 and 5 which are as of
September 16, 2002
F-2
PLATINUM UNDERWRITERS HOLDINGS, LTD.
CONSOLIDATED BALANCE SHEET
JUNE 30, 2002
ASSETS
Cash $ 120,000
Cash held in trust $ 10,000
----------
Total assets $ 130,000
==========
LIABILITIES
Payable to affiliate $ 10,000
----------
SHAREHOLDER'S EQUITY
Common Shares--(par value $0.01; 135,000,000 shares authorized;
1,200,000 shares issued and outstanding) $ 12,000
Additional paid-in capital 108,000
==========
Total shareholder's equity $ 120,000
----------
Total liabilities and shareholder's equity $ 130,000
==========
See accompanying notes to consolidated balance sheet.
F-3
1. ORGANIZATION
Platinum Underwriters Holdings, Ltd. ("Platinum Holdings") was
incorporated on April 19, 2002 and was capitalized on April 24, 2002 under the
laws of Bermuda, to hold subsidiaries that provide property, casualty, and other
reinsurance to insurers and reinsurers on a worldwide basis. Platinum Holdings
will operate through wholly owned subsidiaries established and to be established
or acquired, including Platinum Underwriters Reinsurance, Inc. ("Platinum US"),
Platinum Re (UK) Limited ("Platinum UK"), and Platinum Underwriters Bermuda,
Ltd. ("Platinum Bermuda") (collectively referred to as the "Company"). Platinum
Holdings owns Platinum Bermuda directly and will own Platinum US, Platinum UK
and Platinum Underwriters Finance, Inc. ("Platinum Finance") through Platinum
Regency Holdings ("Platinum Ireland"), a wholly owned intermediate Irish holding
company.
Platinum Bermuda was incorporated on May 9, 2002 under the laws of
Bermuda and is licensed under the Bermuda Insurance Act of 1978, as amended (the
"Bermuda Insurance Act") and related regulations.
Platinum US (formerly named USF&G Family Insurance Company) was
incorporated in 1995 under the laws of Maryland and is licensed under the
Maryland insurance laws and related regulations. Platinum US will be acquired by
Platinum Holdings at the time of the consummation of Platinum Holdings' initial
public offering (the "Public Offering").
Platinum UK was incorporated on April 10, 2002 under the laws of the
United Kingdom and has applied to be licensed under the Financial Services and
Market Act 2000 ("FSMA") and related regulations.
Platinum Regency was incorporated on May 3, 2002 under the laws of
Ireland.
Platinum Finance was incorporated on May 10, 2002 under the laws of
Delaware and has not yet issued common stock. Prior to the Public Offering,
Platinum Finance will issue common stock to Platinum Ireland and will be
nominally capitalized.
The Company's initial capitalization of $120,000, as reflected in the
consolidated balance sheet, was provided by an organizing trust.
On May 29, 2002, Platinum Holdings completed a 100-for-l stock split of
its Common Shares, resulting in 135,000,000 shares authorized and 1,200,000
shares issued and outstanding, all with a par value of $0.01.
Concurrent with the Public Offering, the Company has agreed to sell
Common Shares and an option to purchase additional Common Shares to The St. Paul
Companies, Inc. ("St. Paul") in a private placement in exchange for cash and
certain assets contributed by St. Paul. This private placement is discussed in
more detail in Note 3.
Also, concurrent with the Public Offering is an offering of equity
security units discussed in Note 3.
F-4
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ACCOUNTING PRINCIPLES
These financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America ("U.S. GAAP").
The Company's business will be written through various underwriting
subsidiaries, which will be required to file statutory financial statements with
state and foreign regulatory authorities. The accounting principles used to
prepare these statutory financial statements may differ from U.S. GAAP.
FINANCIAL STATEMENTS
For the period from April 24, 2002 (date of inception) through June 30,
2002, the Company did not commence operations and therefore did not generate any
revenues or related expenses. During this period, the Company was capitalized
for $120,000, as discussed in Note 1.
Due to nominal activity, the Company has not included consolidated
statements of operations, comprehensive income, shareholder's equity and cash
flows.
CONSOLIDATION
The June 30, 2002 balance sheet consolidates the balance sheets of
Platinum Holdings, Platinum Bermuda, Platinum Regency and Platinum UK, with
Platinum UK capitalized on a very nominal basis. Platinum Finance will be
acquired by Platinum Holdings prior to the consummation of Platinum Holdings'
Public Offering, at which time the balance sheet of Platinum Finance will be
consolidated into the balance sheet of Platinum Holdings. Platinum US will be
acquired by Platinum Holdings on the consummation of Platinum Holdings' Public
Offering, at which time the balance sheet of Platinum US will be consolidated
into the balance sheet of Platinum Holdings. Through June 30, 2002, Platinum US
has been a non-operating subsidiary of St. Paul and has written no insurance
business, although it is licensed to do so in a number of states. Its only
activity to date relates to approximately $19 million of investment grade fixed
income and short-term investment securities. Prior to St. Paul's contribution of
Platinum US, a dividend of $15 million will be made by Platinum US to United
States Fidelity and Guaranty Company, its parent, subject to approval by the
Maryland Insurance Administration. Transactions between the Company and its
subsidiaries or among subsidiaries are eliminated in consolidation.
CASH
Cash of $10,000, provided by St. Paul, is held in trust at Conyers,
Dill & Pearman on behalf of Platinum Holdings to be utilized to pay specified
formation expenses.
Upon closing of the Public Offering this amount will be repaid to St.
Paul.
ORGANIZATIONAL COSTS
Costs incurred by the Company relating to its organization will be
expensed as incurred.
As the Company becomes active in the underwriting of reinsurance, it
intends to record transactions based on the following accounting policies, which
are consistent with U.S. GAAP.
F-5
USE OF ESTIMATES
The Company's financial statements will include estimates and
assumptions that have an effect on the amounts reported. The most significant
estimates will be those relating to reserves for losses and loss adjustment
expenses. These estimates will be continually reviewed and adjustments made as
necessary, but actual results could be significantly different than expected at
the time such estimates are made. Results of changes in estimates will be
reflected in results of operations in the period in which the change is made.
PREMIUMS EARNED
Assumed reinsurance premiums will be recognized as revenues
proportionately over the coverage period. Premiums earned will be recorded in
the statements of operations, net of our cost to purchase reinsurance. Premiums
not yet recognized as revenue will be recorded in the balance sheet as unearned
premiums, gross of any ceded unearned premiums. Written and earned premiums, and
the related costs, which have not yet been reported to the Company will be
estimated and accrued. Due to the time lag inherent in reporting of premiums by
cedents, such estimated premiums written and earned, as well as related costs,
may be significant. Differences between such estimates and actual amounts will
be recorded in the period in which the actual amounts are determined.
Reinstatement and additional premiums will be accrued as provided for
in the provisions of assumed reinsurance contracts and based on experience under
such contracts. Reinstatement premiums are the premiums charged for the
restoration of the reinsurance limit of a catastrophe contract to its full
amount after payment by the reinsurer of losses as a result of an occurrence.
These premiums relate to the future coverage obtained during the remainder of
the initial policy term, and are earned over the remaining policy term.
Additional premiums are premiums charged after coverage has expired, related to
experience during the policy term, which are earned immediately. An allowance
for uncollectible premiums will be established for possible non-payment of such
amounts due, as deemed necessary.
INSURANCE LOSSES AND LOSS ADJUSTMENT EXPENSES
Losses represent the amounts paid, or expected to be paid, to ceding
companies for events that have occurred. The costs of investigating, resolving
and processing these claims are known as loss adjustment expenses ("LAE"). These
items will be recorded on the Company's statements of operations, net of ceded
reinsurance, meaning that gross losses and loss adjustment expenses incurred
will be reduced by the amounts recovered or expected to be recovered under
retrocessional contracts.
REINSURANCE
Written premiums, earned premiums, and incurred losses and loss
adjustment expenses will reflect the net effects of assumed and ceded
reinsurance transactions. Reinsurance accounting will be followed for assumed
and ceded transactions when risk transfer requirements have been met. These
requirements involve significant assumptions being made related to the amount
and timing of expected cash flows, as well as the interpretation of underlying
contract terms. Assumed
F-6
reinsurance contracts that do not transfer significant insurance risk are
required to be accounted for as deposits. These contract deposits will be
accounted for as financing transactions, with interest expense credited to the
contract deposit.
INSURANCE RESERVES
The reserves for losses and LAE will be estimated based on reports
received from ceding companies, supplemented by the Company's estimates of
reserves for which ceding company reports have not been received and by the
Company's own historical experience. To the extent that the Company's own
historical experience is inadequate for estimating reserves, such estimates may
be based upon industry experience and management's judgment. These reserves will
include estimates of the total cost of claims that were reported, but not yet
paid, and the cost of claims incurred but not yet reported ("IBNR"). Loss
reserves will be reduced for estimated amounts of salvage and subrogation
recoveries. Estimated amounts recoverable from reinsurers on unpaid losses and
LAE will be reflected as assets. We currently intend to make arrangements to
permit us to discount the liability for certain assumed reinsurance contracts
using rates based on our return on invested assets or, in many cases, on yields
contractually guaranteed to us on funds held by the ceding company.
For reported losses, reserves will be established on a "case" basis
within the parameters of coverage provided in the underlying insurance policy
and reinsurance agreement. For IBNR losses, reserves will be estimated using
established actuarial methods. Case and IBNR reserve estimates will consider
such variables as past loss experience, changes in legislative conditions,
changes in judicial interpretation of legal liability and policy coverages, and
inflation.
Because many of the reinsurance coverages offered by the Company will
likely involve claims that may not ultimately be settled for many years after
they are incurred, subjective judgments as to ultimate exposure to losses will
be an integral and necessary component of the loss reserving process. The
inherent uncertainties of estimating loss reserves are further exacerbated for
reinsurers by the significant amount of time that often elapses between the
occurrence of an insured loss, the reporting of that loss to the primary insurer
and, ultimately to the reinsurer, and the primary insurer's payment of that loss
and subsequent indemnification by the reinsurer. Reserves will be recorded
considering a range of estimates bounded by a high and low point. Within that
range, management's best estimate will be recorded. Reserves will be continually
reviewed, using a variety of statistical and actuarial techniques to analyze
current claim costs, frequency and severity data, and prevailing economic,
social and legal factors. Reserves established in prior years will be adjusted
as loss experience develops and new information becomes available. Adjustments
to previously estimated reserves will be reflected in financial results in the
periods in which they are made. It should be noted that the process of
estimating required reserves does, by its very nature, involve uncertainty. The
level of uncertainty can be influenced by factors such as the existence of long
tail coverage (when loss payments may not occur for several years) and changes
in claim handling practices, as well as the factors noted above, and actual
claim payments and LAE could be significantly different from the estimates.
POLICY ACQUISITION EXPENSES
The costs directly related to the acquisition of reinsurance contracts
are referred to as policy acquisition expenses and consist of commissions and
other direct underwriting expenses. Although
F-7
these expenses are incurred when a reinsurance contract is written, such
expenses will be deferred and amortized over the same period as the
corresponding premiums are recorded as earned revenues.
On a regular basis, an analysis of the recoverability of the deferred
policy acquisition expenses, in relation to the expected recognition of
revenues, including anticipated investment income will be performed. Any
adjustments will be reflected as period costs. Should the analysis indicate that
the acquisition costs are unrecoverable, further analyses are completed to
determine if a reserve is required to provide for losses which may exceed the
related unearned premiums.
FOREIGN CURRENCY TRANSLATION
The Company's functional currency will be the United States dollar.
Foreign currency transactions will be remeasured to the functional currency, and
the resulting foreign exchange gains or losses will be reflected in income. The
remeasurement will be calculated using current exchange rates for the balance
sheet amounts and average exchange rates for revenues and expenses.
INVESTMENTS
The Company's entire fixed income portfolio will be classified as
available-for-sale, and thus will be carried at estimated fair value, with the
difference between amortized cost and fair value charged or credited directly to
shareholders' equity. Fair values will be based on quoted market prices, where
available, from a third-party pricing service. If quoted market prices are not
available, fair values will be estimated using values obtained from independent
pricing services or a cash flow estimate; will be used. Short-term investments
will be carried at cost, which the Company expects will approximate fair value.
If the Company invests in equity securities in the future, such
securities will also be classified as available for sale and will be carried at
estimated, fair value, based on quoted market prices obtained from a third-party
pricing service.
Realized gains and losses on disposal of investments will be determined
based upon specific identification of the cost of investments sold and will be
recorded in the Company's statements of operations.
The difference between the cost and estimated fair value of investments
will be monitored. If any of the Company's investments experience a decline in
value that is believed to be other than temporary, the investment will be
written down and a realized loss will be recorded on the Company's statement of
operations. For investments carried at estimated fair value, the difference
between cost and fair value, net of any deferred taxes, will be recorded as a
part of Shareholders' equity.
Cash equivalents will be carried at amortized cost, which the Company
expects will approximate fair value, and will include all securities that, at
their purchase date, have a maturity of less than ninety days.
EQUITY SECURITY UNITS
The net proceeds from the sale of the units will be allocated between
the purchase contracts and the senior notes in the Company's consolidated
financial statements based on the underlying fair value of each instrument. The
present value of the purchase contract adjustment payments will
F-8
be initially charged to shareholders' equity, with an offsetting credit to
liabilities. Subsequent contract adjustment payments will be allocated between
this liability account and interest expense based on a constant rate calculation
over the life of the transaction.
The purchase contracts are forward transactions in the Company's Common
Shares. Upon settlement of a purchase contract, the Company will receive $25
pursuant to that purchase contract and will issue the requisite number of Common
Shares. The $25 the Company receives will be credited to shareholders' equity
and allocated between the Company's Common Shares and additional paid-in capital
accounts.
INCOME TAXES
Income taxes will be recorded under the liability method. Deferred
income tax assets or liabilities will be recorded based years. A valuation
allowance will be established for deferred tax assets where it is more likely
than not that future tax benefits will not be realized.
EARNINGS PER COMMON SHARE
The calculation of earnings per Common Share will be based upon the
weighted average number of Common Shares outstanding adjusted for options
outstanding and outstanding purchase contracts relating to the equity security
units.
3. FORMATION AND SEPARATION AGREEMENT, INVESTMENT AGREEMENT AND INITIAL PUBLIC
OFFERING
Concurrently with the Public Offering, the Company will, pursuant to a
Formation and Separation Agreement, to be entered into with St. Xxxx, issue
Common Shares to St. Xxxx in a private placement as well as an option to
purchase additional. Common Shares at any time during the 10 years following the
Public Offering in exchange for cash and certain assets described in Note 4. The
Company refers to this private placement as the "St. Xxxx Investment". The
number of shares to be issued to St. Xxxx will be determined prior to completion
of the Public Offering. The additional shares which St. Xxxx will have an option
to purchase, as well as the price to be paid by St. Xxxx, will also be
determined prior to completion of the Public Offering. The number of shares to
be sold to St. Xxxx pursuant to the St. Xxxx Investment is designed to hold its
ownership in the Company, following the Public Offering, at an ownership level
under 25%, but with the voting power limited to 9.9% of the outstanding Common
Shares. To the extent the underwriters exercise their over-allotment option to
purchase additional Common Shares from Platinum Holdings, St. Xxxx will have
the option to purchase up to the number of additional Common Shares required to
maintain its ownership level. In order to maintain the ownership level, the
total number of shares to be sold to St. Xxxx is also subject to adjustment if
the number of Common Shares offered in the Public Offering is changed hereafter.
Concurrently with the Public Offering, the Company will, pursuant to
an Investment Agreement entered into with RenaissanceRe Holdings Ltd.
("RenaissanceRe"), issue Common Shares to RenaissanceRe in a private placement
as well as an option to purchase additional Common Shares at any time during the
10 years following the Public Offering in exchange for cash. The Company refers
to this private placement as the "RenaissanceRe Investment". The number of
shares to be issued to RenaissanceRe will be determined prior to completion of
the Public Offering. The
F-9
additional shares which RenaissanceRe will have an option to purchase, as well
as the price to be paid by RenaissanceRe, will also be determined prior to
completion of the Public Offering. The number of shares to be sold to
RenaissanceRe pursuant to the RenaissanceRe Investment is designed to result in
its ownership in the Company, following the Public Offering, being at an
ownership level of 9.9%. To the extent the underwriters exercise their option to
purchase additional Common Shares from Platinum Holdings, RenaissanceRe will
have the option to purchase up to the number of additional Common Shares
required to maintain its ownership level. In order to maintain the ownership
level, the total number of shares to be sold to RenaissanceRe is also subject to
adjustment if the number of Common Shares offered in the Public Offering is
changed hereafter.
Concurrently with the Public Offering, the Company will offer equity
security units for an aggregate offering price of $125 million, plus up to an
additional $18.75 million if the underwriters' option to purchase additional
units is exercised in full (the "ESU Offering"), by means of a separate
prospectus. Each unit will consist of (a) a contract to purchase Common Shares
from Platinum Holdings in 2005 and (b) a senior note of Platinum Finance due in
2007.
4. ACQUISITION OF ASSETS FROM ST. XXXX
In exchange for the ownership interest discussed in Note 3, St. Xxxx
will contribute cash to the Company and transfer to the Company certain tangible
assets used in St. Paul's reinsurance operation, including the net assets of
Platinum US as well as certain fixed assets such as furniture and equipment,
systems and software. Intangible assets to be transferred include broker lists,
contract renewal rights and licenses. These assets will be recorded at the
values as reflected on St. Paul's books at the time of the transfer.
5. RELATED PARTY TRANSACTIONS
In connection with the organization, initial financing and commencement
of operations of the Company, the Company plans to enter into various agreements
with St. Xxxx and its affiliates and with RenaissanceRe and its affiliates.
These agreements will be put in place to support the operations of Platinum
Holdings.
Subject to completion of the Public Offering, the ESU Offering, the St.
Xxxx Investment and the RenaissanceRe Investment, the Company will enter into a
five-year Services and Capacity Reservation Agreement with RenaissanceRe,
effective October 1, 2002.
The minimum fee for the coverage commitment and the services provided
by RenaissanceRe under this agreement is $4 million at inception and at each
anniversary, adjusted to 3.5% of the Company's gross written non-marine property
catastrophe premium, if such amount is greater than $4 million.
The Company may terminate this agreement if RenaissanceRe is deemed
impaired or insolvent by applicable regulatory or judicial authorities or is the
subject of conservation, rehabilitation, liquidation, bankruptcy or similar
insolvency proceedings.
6. TAXATION
Under current Bermuda law, the Company will not be required to pay any
taxes in Bermuda on either income or capital gains. The Company has received
from the Minister of Finance of Bermuda an assurance under The Exempted
Undertakings Tax Protection Act, 1966 of Bermuda that in the
F-10
event of any such taxes being imposed, the Company will be exempted until 2016.
There will be no withholding taxes imposed on dividend distributions from
Bermuda.
Under current United States law, Platinum US will be subject to the
35% statutory tax rate. A 5% withholding tax will apply to dividends distributed
from Platinum Finance to Platinum Ireland provided Platinum Ireland is entitled
to the benefits of the U.S.-Irish Tax Treaty and meets certain other
requirements. Gross reinsurance premiums related to U.S. risks that are paid to
Platinum Bermuda will be subject, to a 1% U.S. excise tax. Platinum UK may file
for exemption from this excise tax under the U.S.-U.K. Treaty if it satisfies
the requirements of the Treaty. Dividend distributions from the Company to its
U.S. shareholders generally will be subject to U.S. federal income tax.
Shareholders holding less than 10% of the voting power of the Company's shares
are not entitled to a dividends-received deduction for earnings related to
Platinum US and are not entitled to a U.S. foreign tax credit for foreign taxes
paid on earnings related to Platinum UK or Platinum Ireland.
Under current United Kingdom law, Platinum UK will be taxed at the U.K.
corporate tax rate (generally 30%). There will be no withholding tax on
dividends distributed from Platinum UK to Platinum Ireland.
Under current Irish law, Platinum Ireland will be taxed at a 25%
corporate tax rate on non-trading income and a 16% corporate tax rate on trading
income (the latter to be reduced to 12.5% as of January 1, 2003). There will be
no withholding tax on dividends distributed from Platinum Ireland to the
Company.
7. EMPLOYEE BENEFIT PLANS AND STOCK OPTION PLANS
The Company intends to offer benefit plans and stock option plans to
its employees as a form of compensation.
8. REINSURANCE
The Company's ceded reinsurance program will be structured to protect
its operations from potential losses in excess of acceptable levels. Reinsurers
will be expected to honor their obligations under ceded reinsurance contracts.
In the event these companies are unable to honor their obligations, the Company
will pay these amounts. Allowances for uncollectible reinsurance will be
established for possible nonpayment of such amounts due, as deemed necessary.
Upon the commencement of the Company's operations, it will enter into
Quota Share Retrocession Agreements with St. Xxxx to transfer to the Company,
St. Paul's rights and obligations, under specified ceded reinsurance contracts.
9. SEGMENT INFORMATION
Platinum Holdings will have three reportable segments, which will
consist of Global Property and Marine, Global Casualty and Finite Risk. These
segments are consistent with the global manner in which Platinum Holdings'
leadership intends to manage the business.
The Global Property and Marine segment will include principally
property and marine reinsurance coverages that will be written by Platinum
Holdings, both in the United States and foreign markets. The majority of the
property business will consist of catastrophe excess-of-loss reinsurance
treaties. The segment will also include property per-risk excess-of-loss
treaties and
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North American property surplus lines treaties. Marine reinsurance will include
coverages for hull and cargo, primarily under excess-of-loss treaties.
The Global Casualty segment will include principally general casualty,
automotive casualty, workers compensation, and environmental coverages. This
segment will also include professional liability coverages, including directors
and officers, and errors and omissions reinsurance. Also included will be
accident and health reinsurance in the United States, in the form of
self-insured medical stop loss coverages. Reinsurance coverages throughout the
global casualty segment will generally be in the form of excess-of-loss
treaties, including umbrella coverages.
The Finite Risk segment will include principally non-traditional
reinsurance treaties for leading insurance companies worldwide. Products will
include multi-year funded excess-of-loss treaties, aggregate stop loss treaties,
finite quota share treaties, loss portfolio transfers and adverse loss
development covers. The classes of risks written through finite products will
generally be consistent with the classes covered by Platinum Holdings'
traditional reinsurance products.
The accounting policies of the segments will be the same as those
described in the summary of significant accounting policies.
10. STATUTORY REQUIREMENTS AND DIVIDEND RESTRICTIONS
Platinum Holdings' insurance subsidiaries will be subject to certain
limitations on dividends that may be paid to Platinum Holdings based on solvency
or other regulatory requirements in each jurisdiction. Such limitations
generally require that dividends be paid from surplus and may require regulatory
approval prior to payment.
11. CREDIT FACILITY DISCLOSURE
Platinum Holdings has entered into a 364 day committed credit facility
with a group of banks which will provide $100 million of aggregate borrowing
capacity. The credit facility contains various covenants and agreements,
including the requirement to maintain a specified tangible net worth and
leverage ratios, and terminates on June 20, 2003 unless extended with the
consent of the banks.
12. CONTINGENT LIABILITIES
Expenses have been incurred by St. Xxxx associated with the formation
and organization, as well as maintenance of the Company, including insurance
costs, legal fees, bank expenses and salaries, which the Company has agreed to
reimburse St. Xxxx for, upon completion of the Public Offering. Total expenses
incurred under this agreement as of June 30, 2002 were $5.1 million. Upon
completion of the Public Offering, the Company will record these as liabilities
on its consolidated financial statements.
F-12
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
THE ST. XXXX COMPANIES, INC.:
We have audited the accompanying combined statements of identifiable
underwriting assets and liabilities of The St. Xxxx Companies, Inc. Reinsurance
Underwriting Segment (Predecessor) as of December 31, 2001, 2000 and 1999, and
the related combined statements of underwriting results and identifiable
underwriting cash flows for each of the years in the three-year period ended
December 31, 2001. The combined statements are the responsibility of the
Predecessor's management. Our responsibility is to express an opinion on these
combined statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the combined
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the combined
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
combined statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
The accompanying combined statements were prepared to present the
historical underwriting results and identifiable cash flows of the Predecessor
and the asset and liability balances specifically attributable to reinsurance
underwriting operations of The St. Xxxx Companies, Inc. (St. Xxxx) as described
in Note 1. The combined statements do not contain an allocation of St. Paul's
equity structure, investment portfolio assets, investment income, or cash flows
from investing and financing activities. Accordingly, the combined statements
are not intended to be a complete presentation of Predecessor's or St. Paul's
financial position, results of operations, or cash flows.
In our opinion, the combined statements referred to above present
fairly, in all material respects, the identifiable underwriting assets and
liabilities of The St. Xxxx Companies, Inc. Reinsurance Underwriting Segment
(Predecessor) as of December 31, 2001, 2000 and 1999, and its underwriting
results and its identifiable underwriting cash flows for each of the years in
the three-year period ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.
In connection with our audits of the combined statements, we also have
audited the related combined financial statement schedules III through V, as
listed in the index in Item 16(b) of Form S-1. These financial statement
schedules are the responsibility of the Predecessor's management. Our
responsibility is to express an opinion on these financial statement schedules
based on our audits.
In our opinion, based on our audits such combined financial statement
schedules III through V, when considered in relation to the combined statements
taken as a whole, present fairly, in all material respects, the information set
forth therein.
/s/ KPMG LLP
Minneapolis, Minnesota
April 23, 2002
F-13
THE ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESSOR)
COMBINED STATEMENTS OF UNDERWRITING RESULTS
YEAR ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- -------
($ IN MILLIONS)
NET PREMIUMS EARNED
Net premiums written $ 1,677 $ 1,073 $ 913
Change in unearned premiums (84) 48 (35)
--------- --------- -------
Net premiums earned 1,593 1,121 878
--------- --------- -------
UNDERWRITING DEDUCTIONS
Losses and loss adjustment expenses 1,922 811 500
Policy acquisition expenses 315 336 220
Other underwriting expenses 82 88 82
--------- --------- -------
Total underwriting deductions 2,319 1,235 802
--------- --------- -------
UNDERWRITING GAIN (LOSS) $ (726) $ (114) $ 76
========= ========= =======
See notes to combined statements.
F-14
THE ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESSOR)
COMBINED STATEMENTS OF IDENTIFIABLE UNDERWRITING ASSETS AND LIABILITIES
AS OF DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- -------
($ IN MILLIONS)
IDENTIFIABLE ASSETS
Reinsurance recoverables:
Unpaid losses $ 1,256 $ 902 $ 596
Paid losses 38 37 47
Premium receivable 720 528 530
Reserve for uncollectible premiums receivable (13) (11) (10)
Funds held by reinsureds 495 386 246
Deferred acquisition costs 107 86 87
Ceded unearned premiums 25 20 25
--------- --------- -------
Total identifiable assets $ 2,628 $ 1,948 $ 1,521
========= ========= ======
IDENTIFIABLE LIABILITIES
Loss and loss adjustments expense reserves $ 4,919 $ 3,568 $ 3,451
Assumed paid losses payable 78 87 52
Unearned premium reserves 401 315 376
Reinsurance premiums payable 215 208 243
Underwriting expenses payable 181 262 200
Funds held under reinsurance treaties 169 71 52
Profit commission reserves 110 196 140
Financial reinsurance Liability 67 27 0
--------- --------- -------
Total identifiable liabilities $ 6,170 $ 4,734 $ 4,514
========= ========= ======
See notes to combined statements.
F-15
THE ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESSOR)
COMBINED STATEMENTS OF IDENTIFIABLE UNDERWRITING CASH FLOWS
YEAR ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- -------
($ IN MILLIONS)
Premiums collected, net $ 1,536 $ 1,252 $ 979
Loss and loss adjustment expenses paid (952) (1,013) (905)
Policy acquisition expenses paid (398) (411) (298)
Other underwriting expenses paid (124) (42) 58
--------- --------- -------
Cash provided by (used by) underwriting $ 62 $ (214) $ (166)
========= ========= =======
See notes to combined statements.
F-16
THE ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESSOR)
NOTES TO COMBINED STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying combined statements pertain to the Reinsurance
underwriting segment of The St. Xxxx Companies, Inc. ("St. Xxxx"), for the years
ended December 31, 2001, 2000 and 1999. The Reinsurance underwriting segment of
St. Xxxx is the predecessor to Platinum Underwriters Holdings, Ltd. and is
hereinafter referred to as "Predecessor." Predecessor statements are presented
on a combined basis, including certain insurance and reinsurance subsidiaries
within the St. Xxxx group, as well as the underwriting results of the
reinsurance departments of St. Xxxx Fire and Marine Insurance Company ("Fire and
Marine") and United States Fidelity and Guarantee Company ("USF&G"), St. Paul's
two largest U.S. insurance subsidiaries.
The statements of underwriting results reconcile to the Reinsurance
underwriting segment results as reported in St. Paul's audited consolidated
financial statements for each year in the three-year period ended December 31,
2001, which are included in St. Paul's Annual Report to Shareholders. It is the
practice of St. Xxxx to evaluate the performance of its property-liability
insurance underwriting segments on the basis of underwriting results.
The statements of identifiable underwriting assets and liabilities
represent those balances that are specifically attributable to the reinsurance
underwriting operations of St. Xxxx. St. Xxxx manages its property-liability
investment portfolio in the aggregate, as part of a separate segment and does
not allocate assets, or investment income, to its respective underwriting
segments. There is also no equity structure allocated to Predecessor. For these
reasons, a complete Predecessor balance sheet is not maintained.
Similarly, the statement of identifiable underwriting cash flows
includes only cash flow activity that is specifically attributable to the
underwriting operations of Predecessor, and does not include any cash flows from
investing and financing activities.
ACCOUNTING PRINCIPLES
The accompanying combined statements are prepared in accordance with
accounting principles generally accepted in the United States of America ("U.S.
GAAP").
Predecessor's business is written by several of St. Paul's underwriting
subsidiaries, which are required to file financial statements with state and
foreign regulatory authorities. The accounting principles used to prepare these
statutory financial statements follow prescribed or permitted accounting
principles, which differ from U.S. GAAP. Prescribed statutory accounting
practices include state laws, regulations and general administrative rules
issued by the state of domicile as well as a variety of publications and manuals
of the National Association of Insurance Commissioners ("NAIC"). Permitted
statutory accounting practices encompass all accounting practices not so
prescribed, but allowed by the state of domicile.
ELIMINATION OF ONE-QUARTER REPORTING LAG
In the first quarter of 2000, Predecessor eliminated the one-quarter
reporting lag for its reinsurance operations based in the United Kingdom ("St.
Xxxx Re U.K.") in order to report the results of those operations on a current
basis. As a result, Predecessor's results for 2000 include St. Xxxx Re U.K.'s
results for the fourth quarter of 1999 and all quarters of 2000. The incremental
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impact of eliminating the reporting lag, which consist of St. Xxxx Re-U.K.'s
results for the three months ended December 31, 2000, was as follows.
YEAR ENDED
DECEMBER 31, 2000
-----------------
($ IN MILLIONS)
Net premiums written $ 7
Net premiums earned 51
Underwriting loss (10)
USE OF ESTIMATES
These combined statements include estimates and assumptions that have
an effect on the amounts reported. The most significant estimates are those
relating to reserves for losses and loss adjustment expenses. These estimates
are continually reviewed and adjustments are made as necessary, but actual
results could be significantly different than expected when estimates were made.
NET PREMIUMS EARNED
Assumed reinsurance premiums are recognized as revenues proportionately
over the coverage period. Net premiums earned are recorded in the statement of
underwriting results, net of our cost to purchase reinsurance. Net premiums not
yet recognized as revenue are recorded in the balance sheet as unearned
premiums, gross of any ceded unearned premiums. Written and earned premiums, and
the related costs, which have not yet been reported to Predecessor are estimated
and accrued. Due to the time lag inherent in reporting of premiums by cedents,
such estimated premiums written and earned, as well as related costs, may be
significant. Differences between such estimates and actual amounts are recorded
in the period in which the actual amounts are determined.
Reinstatement and additional premiums are accrued as provided for in
the provisions of assumed reinsurance contracts and based on experience under
such contracts. Reinstatement premiums are the premiums charged for the
restoration of the reinsurance limit of a catastrophe contract to its full
amount after payment by the reinsurer of losses as a result of an occurrence.
These premiums relate to the future coverage obtained during the remainder of
the initial policy term, and are earned over the remaining policy term.
Additional premiums are premiums charged after coverage has expired, related to
experience during the policy term, which are earned immediately. An allowance
for uncollectible premiums is established for possible non-payment of such
amounts due, as deemed necessary.
INSURANCE LOSSES AND LOSS ADJUSTMENT EXPENSES
Losses represent the amounts paid, or expected to be paid, to ceding
companies for events that have occurred. The costs of investigating, resolving
and processing these claims are known as loss adjustment expenses ("LAE"). These
items are recorded on the statement of underwriting
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results net of ceded reinsurance, meaning that gross losses and loss adjustment
expenses incurred are reduced by the amounts recovered or expected to be
recovered under retrocessional contracts.
REINSURANCE
Written premiums, earned premiums, and incurred losses and loss
adjustment expenses reflect the net effects of assumed and ceded reinsurance
transactions. Reinsurance accounting is followed for assumed and ceded
transactions when risk transfer requirements have been met. These requirements
involve significant assumptions being made related to the amount and timing of
expected cash flows, as well as the interpretation of underlying contract terms.
Assumed reinsurance contracts that do not transfer significant insurance risk
are required to be accounted for as deposits. These contract deposits are
accounted for as financing transactions, with interest expense credited to the
contract deposit.
INSURANCE RESERVES
The reserves for losses and LAE are estimated based on reports received
from ceding companies, supplemented with analysis by the claims department and
actuaries of Predecessor. These reserves include estimates of the total cost of
claims that were reported, but not yet paid, and the cost of claims incurred but
not yet reported ("IBNR"). Loss reserves are reduced for estimated amounts of
salvage and subrogation recoveries. Estimated amounts recoverable from
reinsurers on unpaid losses and LAE are reflected as assets.
For reported losses, reserves are established on a "case" basis within
the parameters of coverage provided in the underlying insurance policy or
reinsurance agreement. For IBNR losses, reserves are estimated using established
actuarial methods. Case and IBNR reserve estimates consider such variables as
past loss experience, changes in legislative conditions, changes in judicial
interpretation of legal liability and policy coverages, and inflation.
Because many of the reinsurance coverages offered by Predecessor
involve claims that may not ultimately be settled for many years after they are
incurred, subjective judgments as to ultimate exposure to losses are an integral
and necessary component of the loss reserving process. The inherent
uncertainties of estimating loss reserves are further exacerbated for reinsurers
by the significant amount of time that often elapses between the occurrence of
an insured loss, the reporting of that loss to the primary insurer and,
ultimately to the reinsurer, and the primary insurer's payment of that loss and
subsequent indemnification by the reinsurer. Reserves are recorded by
considering a range of estimates bounded by a high and low point. Within that
range, management's best estimate is recorded. Reserves are continually
reviewed, using a variety of statistical and actuarial techniques to analyze
current claim costs, frequency and severity data, and prevailing economic,
social and legal factors. Reserves established in prior years are adjusted as
loss experience develops and new information becomes available. Adjustments to
previously estimated reserves are reflected in financial results in the periods
in which they are made.
While we believe the carried reserves make a reasonable provision for
unpaid loss and LAE obligations, it should be noted that the process of
estimating required reserves does, by its very nature, involve uncertainty. The
level of uncertainty can be influenced by factors such as the
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existence of long tail coverage (when loss payments may not occur for several
years) and changes in claim handling practices, as well as the factors noted
above, and actual claim payments and LAE could be significantly different from
the estimates.
Liabilities for unpaid losses and LAE related to certain assumed
reinsurance contracts are discounted to the present value of estimated future
payments. Prior to discounting, these liabilities totaled $306.4 million, $198.7
million, and $72.7 million at December 31, 2001, 2000 and 1999 respectively. The
total discounted liability reflected on our combined statements of identifiable
underwriting assets and liabilities was $264.9 million, $146.7 million and $47.6
million at December 31, 2001, 2000 and 1999, respectively. The liabilities
related to these reinsurance contracts were discounted using rates up to 7.5%,
based on our return on invested assets or, in many cases, on yields
contractually guaranteed to us on funds held by the ceding company, as permitted
by the Vermont Department of Banking, Insurance, Securities and Healthcare
Administration.
POLICY ACQUISITION EXPENSES
The costs directly related to the acquisition of reinsurance contracts
are referred to as policy acquisition expenses and consist of commissions and
other direct underwriting expenses. Although these expenses are incurred when a
reinsurance contract is written, such expenses are deferred and amortized over
the same period as the corresponding premiums are recorded as earned revenues.
On a regular basis, an analysis of the recoverability of the deferred
policy acquisition expenses, in relation to the expected recognition of
revenues, including anticipated investment income is performed. Any adjustments
are reflected as period costs. Should the analysis indicate that the acquisition
costs are unrecoverable, further analyses are completed to determine if a
reserve is required to provide for losses that may exceed the related unearned
premiums.
FOREIGN CURRENCY TRANSLATION
Functional currencies are assigned to foreign operations, which are
generally the currencies of the local operating environment. Foreign currency
amounts are remeasured to the functional currency, and the resulting foreign
exchange gains or losses are reflected in income, outside of underwriting
results. Functional currency amounts are then translated into U.S. dollars. The
unrealized gain or loss from this translation is recorded in St. Paul's equity.
Both the remeasurement and translation are calculated using current exchange
rates for the balance sheet amounts and average exchange rates for revenues and
expenses.
2. RELATED PARTY TRANSACTIONS
The following summarizes Predecessor's related party transactions:
REINSURANCE TRANSACTIONS WITH AFFILIATES
Predecessor cedes certain business to two affiliated special purpose
entities ("SPE") which were established by St. Xxxx for the purpose of
increasing Predecessor's capacity to write certain
F-20
excess-of-loss reinsurance, principally property, marine, and aviation. The most
significant of these agreements is with Xxxxxx Town Re. Xxxxxx Town Re was
established by St. Xxxx in 1996 for the purpose of entering into a single
reinsurance treaty with Predecessor, providing an additional $45.1 million of
underwriting capacity over a 10-year period. Premiums ceded under these
agreements were $5.2 million in 2001, $4.3 million in 2000, and $11.1 million in
1999. Losses ceded under these agreements totaled $9.8 million in 2001, $5.4
million in 2000, and $12.4 million in 1999.
Predecessor assumes certain primary business from other business
segments of St. Xxxx. Premiums assumed under these agreements were $25.8 million
in 2001, $6.2 million in 2000, and $7.6 million in 1999. Losses assumed under
these agreements were $18.6 million in 2001, $7.7 million in 2000, and $1.6
million in 1999. Predecessor paid commissions of $9.5 million in 2001, $2.3
million in 2000, and $2.7 million in 1999, related to business assumed under
these agreements.
MANAGEMENT AGREEMENTS WITH AFFILIATES
St. Xxxx management has entered into various agreements with affiliated
parties, under arm's length terms. Under these agreements, the affiliated
parties have agreed to perform investment management services for St. Xxxx Re
U.K., guarantee the performance of St. Xxxx obligations, make funds available
under a revolving loan agreement, and provide certain reinsurance coverage.
Included in underwriting expenses are certain expenses allocated to Predecessor
from St. Xxxx, including costs such as corporate communications and marketing,
corporate finance, corporate actuarial, corporate tax, corporate audit, legal
services, corporate executives, corporate human resources, and employee benefit
costs. These allocated costs totaled $3.2 million, $6.3 million and $1.8 million
in 2001, 2000, and 1999, respectively.
OTHER TRANSACTIONS WITH AFFILIATES
Mountain Ridge Insurance Company ("Mountain Ridge"), one of the
insurance legal entities included in Predecessor, holds notes receivable from
St. Xxxx. Amounts due under these notes receivable totaled $59 million, $37
million and $17 million as of December 31, 2001, 2000 and 1999, respectively.
Principal and all accrued interest on these notes are payable on demand. These
demand notes are reflected as an asset and as additional paid-in capital, as
permitted by the State of Vermont Department of Banking, Insurance, Securities
and Healthcare Administration.
3. SEPTEMBER 11, 0000 XXXXXXXXX XXXXXX
Xx September 11, 2001, terrorists hijacked four commercial passenger
jets in the United States. Two of the jets were flown into the World Trade
Center towers in New York, NY, causing their collapse. The third jet was flown
into the Pentagon building in Washington, DC, causing severe damage, and the
fourth jet crashed in rural Pennsylvania. This terrorist attack caused
significant loss of life and resulted in unprecedented losses for the
property-casualty insurance industry.
Estimated gross losses and loss adjustment expenses incurred as a
result of the terrorist attack totaled $931 million. The estimated net
underwriting loss of $556 million from that event included an estimated benefit
of $143 million from cessions made under various reinsurance agreements, a net
F-21
$141 million benefit from additional and reinstatement premiums, and a $91
million reduction in contingent commission expenses.
The estimated losses were based on a variety of actuarial techniques,
coverage interpretation and claims estimation methodologies, and included an
estimate of losses incurred but not reported, as well as estimated costs related
to the settlement of claims. The estimate of losses is also based on the belief
that property and casualty insurance losses from the terrorist attack will total
between $30 billion and $35 billion for the insurance industry. This estimate of
industry losses is subject to significant uncertainties and may change over time
as additional information becomes available. A material increase in the estimate
of industry losses would likely cause a corresponding material increase to
Predecessor's provision for losses related to the attack.
The estimated underwriting loss of $556 million is recorded in the
accompanying 2001 combined statement of underwriting results in the following
line items:
($ IN MILLIONS)
---------------
Net premiums earned $ 141
Losses and loss adjustment expenses (788)
Other underwriting expenses 91
---------
Total underwriting loss $ (556)
=========
The estimated underwriting loss of $556 million was distributed among
Predecessor's segments as follows:
($ IN MILLIONS)
---------------
North American Property $ 000
Xxxxx Xxxxxxxx Casualty 32
International 162
Finite Risk 129
---------
Total underwriting loss $ 556
=========
F-22
4. RESERVES FOR LOSSES AND LOSS ADJUSTMENT EXPENSES
RECONCILIATION OF LOSS RESERVES
The following table represents a reconciliation of beginning and ending
loss and loss adjustment expense ("LAE") reserves for each of the last three
years.
YEAR ENDED DECEMBER 31,
--------------------------------
2001 2000 1999
-------- -------- --------
($ IN MILLIONS)
Loss and LAE reserves at beginning of year, as reported $ 3,568 $ 3,451 $ 3,477
Less reinsurance recoverables on unpaid at beginning of year (902) (596) (251)
-------- -------- --------
Net loss and LAE reserves at beginning of year 2,666 2,855 3,226
Provision for losses and LAE for claims incurred:
Current year 1,827 936 668
Prior years 95 (125) (168)
-------- -------- --------
Total incurred 1,922 811 500
======== ======== ========
Losses and LAE payment for claims incurred:
Current year (232) (220) (175)
Prior years (663) (780) (696)
-------- -------- --------
Total paid (895) (1,000) (871)
-------- -------- --------
Net loss and LAE reserves at end of year 3,693 2,666 2,855
Plus reinsurance recoverables on unpaid Losses at end of year 1,256 902 596
-------- -------- --------
Loss and LAE reserves at end of year, as reported $ 4,949 $ 3,568 $ 3,451
======== ======== ========
In 2001, prior year development was attributable to several lines of
business. The North American Property segment continued to have worse than
expected loss emergence, largely driven by certain property business
underwritten through Predecessor's London office. Also included in this
emergence was an increase in the reserve position of the surplus lines business
which exhibited poor loss development in the 1999 and 2000 accident years.
A reduction in prior year losses was recorded for both 2000 and 1999.
In both years, favorable prior year loss development was primarily attributable
to better than expected loss emergence on the Casualty Excess book of business.
As older underwriting years are maturing, they continue to display favorable
emergence and current indications are significantly better than the initial
ultimate loss estimates.
ENVIRONMENTAL AND ASBESTOS RESERVES
Predecessor continues to have exposure, through its reinsurance of
primary insurance contracts written many years ago, to claims alleging injury or
damage from environmental pollution or seeking payment for the cost to clean up
polluted sites. In addition, Predecessor has received asbestos injury claims
tendered under general casualty policies that it reinsures.
F-23
The following table summarizes Predecessor's combined environmental and
asbestos reserves balance at December 31, 2001 and 2000. Amounts in the "net"
column are reduced by retrocessions.
DECEMBER 31,
-------------------------------
2001 2000
-------------- --------------
GROSS NET GROSS NET
----- ----- ----- -----
($ IN MILLIONS)
Environmental $ 18 $ 8 $ 25 $ 11
Asbestos 13 4 17 5
----- ----- ----- -----
Total environmental and asbestos reserves $ 31 $ 12 $ 42 $ 16
===== ===== ===== =====
5. EMPLOYEE BENEFIT PLANS
Employees of Predecessor participate in various employee benefit, stock
incentive, and retirement plans administered by St. Xxxx. Predecessor reimburses
St. Xxxx for costs associated with these plans. The following summarizes
underwriting expenses recorded by predecessor in connection with each of these
plans.
YEAR ENDED DECEMBER 31,
-----------------------
2001 2000 1999
------ ------ ------
($ IN MILLIONS)
Retirement Plans $ 6.2 $ 3.8 $ 1.8
Post Retirement Plans 0.3 0.3 0.3
Variable Stock Option Plan 0.1 0.6 0.8
------ ------ ------
Total $ 6.6 $ 4.7 $ 2.9
====== ====== ======
In addition, St. Xxxx sponsors a stock based incentive program, the
Long-Term Incentive Plan ("LTIP"), which is exclusive to certain employees of
Predecessor. Underwriting expenses (benefits) recorded by Predecessor in
connection with the LTIP totaled ($2.3) million in 2001, ($4.0) million in 2000,
and $2.0 million in 1999.
6. COMMITMENTS AND CONTINGENCIES
FINANCIAL GUARANTEES
We are contingently liable for a financial guarantee in the form of a
credit enhancement, with total exposure of approximately $15 million as of
December 31, 2001.
LEASE COMMITMENTS
A portion of Predecessor's business activities is conducted in rented
premises. Predecessor also enters into leases for equipment, such as office
machines and computers. Total rental expense was $5.8 million in 2001, $9.3
million in 2000 and $9.2 million in 1999.
F-24
Certain leases are non-cancelable, and Predecessor would remain
responsible for payment even if the space or equipment was no longer utilized.
On December 31, 2001, the minimum rents for which Predecessor would be liable
under these types of leases are as follows: $6.9 million in 2002, $3.4 million
in 2003, $1.7 million in 2004, $.8 million in 2005, $.8 million in 2006, and
$2.8 million thereafter.
LEGAL MATTERS
In the ordinary course of conducting business, we have been named as
defendants in various lawsuits. Some of these lawsuits attempt to establish
liability under reinsurance contracts issued by our underwriting operations.
Plaintiffs in these lawsuits are asking for money damages or to have the court
direct the activities of our operations in certain ways. It is possible that the
settlement of these lawsuits may be material to our results of operations and
liquidity in the period in which they occur. However, we believe the total
amounts that we, and our subsidiaries, will ultimately have to pay in these
matters will have no material effect on our overall financial position.
7. FOURTH QUARTER 2001 STRATEGIC REVIEW
In December 2001, St. Xxxx announced the results of a strategic review
of al1 of its operations, which included a decision to exit a number of
businesses and countries. These decisions included the narrowing of product
offerings and geographic presence relative to Predecessor's businesses. As part
of that review, it was determined that Predecessor would no longer underwrite
aviation or bond and credit reinsurance, or offer certain financial risk and
capital markets reinsurance products. Predecessor would also substantially
reduce the North American business underwritten in London. Predecessor would
focus on several areas, including property catastrophe reinsurance,
excess-of-loss casualty reinsurance, marine and traditional finite reinsurance.
The following table presents the net premiums earned and underwriting
results for 2001, 2000 and 1999 for the businesses to be exited under these
actions, including the allocation of St. Paul's corporate excess-of-loss
reinsurance programs.
YEAR ENDED DECEMBER 31,
----------------------
2001 2000 1999
------ ------ ------
($ IN MILLIONS)
Net premiums earned $ 362 $ 307 $ 116
Underwriting results (318) (84) (153)
8. REINSURANCE
The primary purpose of Predecessor's ceded reinsurance program,
including the aggregate excess-of-loss coverages discussed below, is to protect
its operations from potential losses in excess of acceptable levels. Reinsurers
are expected to honor their obligations under ceded reinsurance contracts. In
the event these companies are unable to honor their obligations, Predecessor
will pay these amounts. Allowances have been established for possible nonpayment
of such amounts due.
F-25
The largest concentrations of total reinsurance recoverables and ceded
unearned premiums at December 31, 2001 were with Underwriters Re-Bermuda
("Underwriters Re") and with General Reinsurance Corporation ("Gen Re"). Gen Re,
accounting for approximately 11.6% of Predecessor's recoverables, is rated "A++"
by A.M. Best, "Aaa" by Xxxxx'x and "AAA" by Standard and Poor's for its
financial strength. Although Underwriters Re (accounting for approximately 20.4%
of Predecessor's recoverables) is not rated by the major rating agencies, these
recoverables are fully collateralized with funds held and letters of credit.
Predecessor's underwriting results in 2001, 2000 and 1999 were impacted
by the St. Xxxx corporate aggregate excess-of-loss reinsurance program that were
entered into effective January 1 of each year (hereinafter referred to as the
"St. Xxxx corporate program"). Coverage under the St. Xxxx corporate program
treaties was triggered when St. Paul's incurred insurance losses and LAE across
all lines of business exceeded accident year attachment loss ratios specified in
the treaty. Predecessor results also benefited from a separate aggregate
excess-of-loss reinsurance treaty, exclusive to Predecessor in each year that
were unrelated to the St. Xxxx corporate program. The combined impact of these
treaties (together the "reinsurance treaties") is included in the table that
follows.
YEAR ENDED DECEMBER 31,
-------------------------
2001 2000 1999
------ ------ ------
($ IN MILLIONS)
ST. XXXX CORPORATE AGGREGATE EXCESS-OF-LOSS REINSURANCE
PROGRAM
Ceded premiums written $ (67) $ 80 $ 89
Ceded losses and loss adjustment expenses (126) 140 164
Ceded premiums earned (67) 80 89
------ ------ ------
Net underwriting benefit (detriment) $ (59) $ 60 $ 75
====== ====== ======
PREDECESSOR AGGREGATE TREATY
Ceded premiums written $ 119 $ 55 $ 62
Ceded losses and loss adjustment expenses 278 122 150
Ceded premiums earned 119 55 62
------ ------ ------
Net underwriting benefit $ 159 $ 67 $ 88
====== ====== ======
COMBINED TOTAL
Ceded premiums written $ 52 $ 135 $ 151
Ceded losses and loss adjustment expenses 152 262 314
Ceded premiums earned 52 135 151
------ ------ ------
Net underwriting benefit $ 100 $ 127 $ 163
====== ====== ======
The impact of the 2000 and 1999 St. Xxxx corporate aggregate
excess-of-loss reinsurance program treaties was allocated to Predecessor, based
on its incurred losses and LAE, relative to both the incurred losses and LAE of
St. Paul's other underwriting segments, and the loss ratio attachment point as
prescribed in the contracts. The 2001 amounts shown above include the
F-26
impact of a reallocation of premiums and losses ceded in 2000 and 1999. This
reallocation was necessary to reflect the impact of differences between St.
Paul's actual 2001 experience on losses ceded to the corporate program in 2000
and 1999, by segment, and the anticipated experience on those losses in 2000 and
1999 when the initial segment allocation was made.
During 2001, St. Xxxx did not cede losses to its corporate aggregate
excess-of-loss reinsurance program. Ceded written and earned premiums in 2001
included $2 million representing the allocation to Predecessor of the initial
deposit premiums under the 2001 corporate aggregate excess-of-loss reinsurance
program treaty.
The effect of assumed and ceded reinsurance on premiums written,
premiums earned and insurance losses and loss adjustment expenses is as follows
(including the impact of the reinsurance treaties):
YEAR ENDED DECEMBER 31
-----------------------------
2001 2000 1999
------- ------- -------
($ IN MILLIONS)
PREMIUMS WRITTEN
Assumed $ 1,854 $ 1,327 $ 1,231
Ceded 177 254 318
------- ------- -------
Net premiums written $ 1,677 $ 1,073 $ 913
======= ======= =======
PREMIUMS EARNED
Assumed $ 1,765 $ 1,381 $ 1,192
Ceded 172 260 314
------- ------- -------
Total premiums earned $ 1,593 $ 1,121 $ 878
======= ======= =======
INSURANCE LOSSES AND LOSS ADJUSTMENT EXPENSES
Assumed $ 2,318 $ 1,197 $ 877
Ceded 396 386 377
------- ------- -------
Total insurance losses and loss adjustment expenses $ 1,922 $ 811 $ 500
======= ======= =======
9. SEGMENT INFORMATION
Predecessor has four reportable segments, which consist of North
American Property, North American Casualty, International, and Finite Risk.
These segments are consistent with the manner in which Predecessor's business
has been managed.
The North American Property segment consists of property reinsurance
business underwritten for customers domiciled in the United States and Canada.
Coverages offered included proportional, per-risk, excess-of-loss and surplus
lines reinsurance, and catastrophe treaties. This segment also includes
retrocessional reinsurance business and crop and agricultural reinsurance. The
North American surplus lines business center has been aggregated with the North
American Property segment as the aggregation is consistent with Predecessor's
management structure and the business center meets the aggregation criteria
required for external segment reporting.
F-27
The North American Casualty segment consists of casualty reinsurance
underwritten for customers domiciled in the United States and Canada. Casualty
coverages offered include general workers' compensation, medical professional,
non-medical professional, directors and officers, employment practices, umbrella
and environmental impairment. The Accident and Health business center, which
consists predominantly of North American Risks, is aggregated with the North
American Casualty segment as the aggregation is consistent with Predecessor's
management structure and the business center meets the aggregation criteria
required for external reporting. In addition, Predecessor has one significant
account which includes both property and casualty business, but is managed as a
business center within the North American Casualty segment. For this reason,
this business center, which meets the aggregation criteria for external segment
reporting, has been aggregated with the North American Casualty segment.
The International segment underwrites property and casualty reinsurance
for customers domiciled outside of North America. This segment also includes the
results from marine and aerospace business due to the global nature of those
exposures.
The Finite Risk segment underwrites non-traditional reinsurance
treaties for leading insurance companies worldwide. Non-traditional reinsurance
combines limited traditional underwriting risk with financial risk protection
and is generally utilized by large commercial customers who are willing to share
in a portion of their insurance losses. Due to Predecessor's management
structure, the Bond and Credit business center has been aggregated with the
Finite Risk segment. This business center meets the aggregation criteria
required for external segment reporting.
Predecessor monitors and evaluates the performance of its segments
based principally on their underwriting results. Assets are not specifically
identifiable for these segments. The accounting policies of the segments are the
same as those described in the summary of significant accounting policies.
GEOGRAPHIC AREAS
The following summary presents financial data of Predecessor's
operations based on their location.
YEAR ENDED DECEMBER 31,
-----------------------------
2001 2000 1999
------- ------- -------
($ IN MILLIONS)
NET PREMIUMS EARNED
U.S. $ 1,097 $ 810 $ 656
Non-U.S. 496 311 222
------- ------- -------
Total net premium earned $ 1,593 $ 1,121 $ 878
======= ======= =======
F-28
SEGMENT INFORMATION
The summary below present net premiums earned and underwriting results
for Predecessor's reportable segments.
YEAR ENDED DECEMBER 31,
----------------------------------
2001 2000 1999
--------- --------- --------
($ IN MILLIONS)
NET PREMIUMS EARNED
North American Property $ 216 $ 204 $ 000
Xxxxx Xxxxxxxx Casualty 588 319 245
International 242 188 160
Finite Risk 547 410 277
--------- --------- --------
Total net premium earned $ 1,593 $ 1,121 $ 878
========= ========= ========
UNDERWRITING GAIN/(LOSS)
North American Property $ (232) $ (1) $ (28)
North American Casualty (215) (76) (75)
International (109) (10) (21)
Finite Risk (170) (27) 50
--------- --------- --------
Total underwriting gain/(loss) $ (726) $ (114) $ 76
========= ========= ========
Each of Predecessor's segments generates a significant volume of
reinsurance premiums through two reinsurance brokers. Total premiums written
through these two brokers totaled $587 million, $518 million, and $512 million
for the years ended December 31, 2001, 2000 and 1999, respectively.
10. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following is an unaudited summary of Predecessor's quarterly
results for the last two years.
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
($ IN MILLIONS)
2001
Net premiums written $ 421 $ 280 $ 584 $ 392
Net premiums earned 303 297 533 460
Underwriting loss (22) (35) (512) (157)
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
$ IN MILLIONS)
2002
Net premiums written $ 384 $ 192 $ 248 $ 249
Net premiums earned 311 219 262 329
Underwriting loss (71) (30) (13) (0)
The fourth quarter of 2001 included the impact of a $56 million
increase in Predecessor's estimate of losses incurred as a result of the
September 11, 2001 terrorist attack.
F-29
THE ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESSOR)
COMBINED STATEMENTS OF UNDERWRITING RESULTS
(UNAUDITED)
SIX MONTHS
ENDED
JUNE 30,
--------------------
2002 2001
-------- --------
($ IN MILLIONS)
NET PREMIUMS EARNED
Net premiums written $ 663 $ 701
Change in unearned premiums 19 (101)
-------- --------
Net premium earned 682 600
======== ========
UNDERWRITING DEDUCTIONS
Losses and loss adjustment expenses 460 426
Policy acquisition expenses 178 188
Other underwriting expenses 35 42
-------- --------
Total underwriting deductions 673 656
======== ========
UNDERWRITING GAIN (LOSS) $ 9 $ (56)
======== ========
See notes to combined statements.
F-30
THE ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESSOR)
COMBINED STATEMENTS OF IDENTIFIABLE ASSETS AND LIABILITIES
(UNAUDITED)
AS OF JUNE 30,
--------------------
2002 2001
-------- --------
($ IN MILLIONS)
IDENTIFIABLE ASSETS
Reinsurance recoverable:
Unpaid losses $ 1,190 $ 1,019
Paid losses 38 78
Premium Receivable 687 576
Reserve for uncollectible premiums receivable (28) (19)
Funds held by reinsureds 540 446
Deferred policy acquisition costs 88 108
Ceded unearned premiums 35 28
-------- --------
Total identifiable assets $ 2,550 $ 2,236
======== ========
IDENTIFIABLE LIABILITIES
Losses and loss adjustment expense reserves $ 4,822 $ 3,663
Assumed paid losses payable 80 66
Unearned premiums payable 394 418
Reinsurance premium reserves 288 307
Underwriting expenses payable 147 293
Funds held under reinsurance treaties 145 95
Profit commission reserves 107 216
Financial reinsurance liability 106 51
-------- --------
Total identifiable liabilities $ 6,089 $ 5,109
======== ========
See notes to combined statements.
F-31
THE ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESSOR)
COMBINED STATEMENT OF IDENTIFIABLE CASH FLOWS
(Unaudited)
Six Months
Ended
June 30,
----------------------------
2002 2001
------------ ------------
($ in millions)
Premiums collected, net................... $ 829 $ 718
Loss and loss adjustment expenses paid.... (573) (485)
Policy acquisition expenses paid.......... (186) (221)
Other underwriting expenses paid.......... (132) (22)
------------ ------------
Cash used by underwriting.................. $ (62) $ (10)
============ ============
See notes to combined statements.
F-32
THE ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESSOR)
NOTES TO COMBINED STATEMENTS
(UNAUDITED)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying combined financial statements pertain to the
Reinsurance underwriting segment of The St. Xxxx Companies, Inc. ("St. Xxxx"),
for the six-month periods ended June 30, 2002 and 2001. The Reinsurance
underwriting segment of St. Xxxx is the predecessor to Platinum Underwriters
Holdings, Ltd. and is hereinafter referred to as "Predecessor". Predecessor
financial statements are presented on a combined basis, including certain
insurance and reinsurance subsidiaries within the St. Xxxx group, as well as the
underwriting results of the reinsurance departments of St. Xxxx Fire and Marine
Insurance Company ("Fire and Marine") and United States Fidelity and Guarantee
Company ("USF&G"), St. Paul's two largest U.S. insurance subsidiaries.
The statements of underwriting results reconcile to the Reinsurance
underwriting segment results as reported in St. Paul's June 30, 2002 Form 10-Q
as filed with the Securities and Exchange Commission. It is the practice of St.
Xxxx to evaluate the performance of its property-liability insurance
underwriting segments on the basis of underwriting results.
The statements of identifiable assets and liabilities represent those
balances that are specifically attributable to the underwriting operations of
Predecessor. St. Xxxx manages its property-liability investment portfolio in the
aggregate, as part of a separate segment and does not allocate assets, or
investment income, to its respective underwriting segments. There is also no
equity structure allocated to Predecessor. For these reasons, a complete
Predecessor balance sheet is not maintained.
Similarly, the statement of identifiable cash flows includes only cash
flow activity that is specifically attributable to the underwriting operations
of Predecessor, and does not include any cash flows from investment and
financing activities.
Reference should be made to the Notes to Combined Statements on pages
F-16 to F-28 of this document. The amounts in those notes have not changed
materially except as in the ordinary course of business or as otherwise
disclosed in these notes.
2. REINSURANCE
The primary purpose of Predecessor's ceded reinsurance program is to
protect its operations from potential losses in excess of acceptable levels.
Reinsurers are expected to honor their obligations under ceded reinsurance
contracts. In the event these companies are unable to honor their obligations,
Predecessor will pay these amounts. Allowances have been established for
possible nonpayment of such amounts due.
In 2002, St. Xxxx is not party to an all-lines, corporate
excess-of-loss reinsurance treaty. In the three preceding years, cessions made
under such treaties had a significant impact on Predecessor's reported financial
results. In 2001, St. Xxxx was party to such an agreement that incepted on
January 1 of that year. Coverage under that treaty was not triggered in the
first six months of 2001. However, Predecessor recorded ceded written premiums
of $2 million and ceded earned premiums of $1 million in those six months
representing Predecessor's share of the initial premium paid for this treaty.
F-33
Predecessor was party to a separate aggregate excess-of-loss
reinsurance treaty, unrelated to the corporate treaty, in both 2002 and 2001.
Coverage has not been triggered under that treaty in the 2002, however in the
first six months of 2002, Predecessor recorded ceded written premiums of $5
million, ceded earned premiums of $(3) million, and ceded loss and loss and loss
adjustment expenses of $(25) million, for a net detriment of $22 million as a
result of this treaty. Included in the net detriment for the quarter was a $14
million detriment due to the partial commutation of the 1999 and 2001 aggregate
excess-of-loss reinsurance treaties. For the six months ended June 30, 2001,
Predecessor ceded $45 million of written premiums, $43 million of earned
premiums and $102 million of losses and loss adjustment expenses, for a net
benefit of $59 million as a result of this treaty.
The effect of assumed and ceded reinsurance on premiums written,
premiums earned and insurance losses and loss adjustment expenses was as
follows:
SIX MONTHS
ENDED
JUNE 30,
--------------------------
2002 2001
---------- ----------
($ IN MILLIONS)
PREMIUMS WRITTEN
Assumed $ 702 $ 803
Ceded 39 102
---------- ----------
net premiums written $ 663 $ 701
---------- ----------
PREMIUMS EARNED
Assumed $ 711 $ 694
Ceded 29 94
---------- ----------
TOTAL PREMIUMS EARNED $ 682 $ 600
---------- ----------
INSURANCE LOSSES AND LOSS ADJUSTMENT EXPENSES
Assumed $ 432 $ 570
Ceded $ (28) $ 144
---------- ----------
TOTAL NET INSURANCE LOSSES AND LOSS ADJUSTMENT EXPENSES $ 460 $ 426
========== ==========
3. SEGMENT INFORMATION
Predecessor has four reportable segments: North American Property,
North American Casualty, International, and Finite Reinsurance. These segments
are consistent with the manner in which Predecessor's business has been managed.
Predecessor monitors and evaluates the performance of its segments
based principally on their underwriting results. Assets are not specifically
identifiable for these segments.
F-34
The summary below presents premiums earned and underwriting results for
Predecessor's reportable segments.
SIX MONTHS
ENDED
JUNE 30,
--------------------------
2002 2001
---------- ----------
($ IN MILLIONS)
PREMIUMS EARNED
North American Property $ 125 $ 75
North American Casualty 271 261
International 120 108
Finite reinsurance 166 156
---------- ----------
Total premiums earned $ 682 $ 600
========== ==========
UNDERWRITING GAIN (LOSS)
North American Property $ 16 $ 6
North American Casualty (50) (109)
International 40 53
Finite Reinsurance 3 (6)
---------- ----------
Total underwriting gain/(loss) $ 9 $ (56)
========== ==========
4. EXITED LINES OF BUSINESS
The following table presents the net premiums earned and underwriting
results for the six months ended June 30, 2002 and 2001 for the lines of
business to be exited, announced as part of St. Paul's December 2001 strategic
review. Based on the relative results of the exited business and the continuing
business, during the six months ended June 30, 2001, no portion of the corporate
aggregate excess-of-loss reinsurance program was allocated to the exited
business. During the six months ended June 30, 2002, St. Xxxx did not enter into
a corporate aggregate excess-of-loss reinsurance program.
SIX MONTHS
ENDED
JUNE 30,
--------------------------
2002 2001
---------- ----------
($ IN MILLIONS)
Net premiums earned $ 167 $ 177
Underwriting results (44) (6)
F-35
5. SUBSEQUENT EVENT-XXXXXX TOWN RE COMMUTATION
Xxxxxx Town Re was established by St. Xxxx in 1996 for the purpose of
entering into a single reinsurance treaty with Predecessor, providing additional
underwriting capacity to Predecessor over a 10 year period. The agreement with
Xxxxxx Town Re was terminated on July 8, 2002 and Xxxxxx Town Re was liquidated.
Management does not expect there to be a material impact on Predecessor's
underwriting results from this transaction.
6. SUBSEQUENT EVENT-EUROPEAN FLOODING CATASTROPHE LOSSES
In August 2002, heavy rains and flooding caused substantial loss of
life and property in parts of Europe. Based on preliminary information
available, and applying customary actuarial techniques applicable to catastrophe
events, Predecessor has estimated that incurred losses in respect of this event
could be material to Predecessor's third quarter 2002 underwriting results.
F-36
================================================================================
No dealer, salesperson or other person is authorized to give any
information or to represent anything not contained in this prospectus. You must
not rely on any unauthorized information or representations. This prospectus is
an offer to sell only the shares offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. The information contained in
this prospectus is current only as of its date.
------------
TABLE OF CONTENTS
PAGE
----
Prospectus Summary 1
Risk Factors 21
Dilution 41
Use of Proceeds 42
Dividend Policy 43
Capitalization 44
Pro Formal Financial Information 45
Management's Discussion and Analysis of Pro Forma Financial Condition and Underwriting Results 51
Business 76
Management 109
St. Xxxx Investments RenaissanceRe Investment and Principal Shareholders 120
Certain Relationships and Related Transactions 122
Description of our Common Shares 140
Shares Eligible for Future Sale 147
Description of the Equity Security Xxxxx 000
Xxxxxxx Tax Considerations 150
Underwriting 162
Validity of Common Shares 164
Experts 165
Available Information 000
Xxxxxxxxxxxxxx xx Xxxxx Xxxxxxxxxxx Xxxxx Xxxxxx Xxxxxx Federal Securities Laws and Other Matters 165
The Predecessor Business 167
Index to Consolidated Financial Statement and Financial Information F-1
--------------------
Through and including , 2002 (the 25th day after the date of this
prospectus), all dealers effecting transactions in these securities, whether or
not participating in this offering, may be required to deliver a prospectus.
This is in addition to a dealer's obligation to deliver a prospectus when acting
as an underwriter and with respect to an unsold allotment or subscription.
30,040,000 Shares
PLATINUM UNDERWRITERS HOLDINGS, LTD.
Common Shares
---------
PROSPECTUS
--------
XXXXXXX, SACHS & CO.
XXXXXXX XXXXX & CO.
XXXXXXX XXXXX BARNEY
BANC OF AMERICA SECURITIES LLC
CREDIT SUISSE FIRST BOSTON
JPMORGAN
Representatives of the Underwriters
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth expenses and costs payable by Platinum
Underwriters Holdings, Ltd. (the "Company") expected to be incurred in
connection with the issuance and distribution of the securities described in
this Registration Statement. All amounts are estimated except for the Securities
and Exchange Commisson's registration fee and the National Association of
Securities Dealers Inc.'s filing fee.
AMOUNT TO BE
PAID
------------
Securities and Exchange Commission registration fee $ 84,534
NASD filing fee 30,500
Legal fees and expenses 4,000,000
Fees and expenses of qualification under state
securities laws (including legal fees) 10,000
NYSE listing fees and expenses 250,000
Accounting fees and expenses 50,000
Printing and engraving fees 1,118,500
Registrar and transfer agent's fees 5,000
Miscellaneous 10,000
------------
TOTAL $ 5,558,534
============
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 98 of the Companies Xxx 0000 provides generally that a Bermuda
company may indemnify its directors, officers and auditors against any liability
which by virtue of Bermuda law otherwise would be imposed on them, except in
cases where such liability arises from the fraud or dishonesty of which such
director, officer or auditor may be guilty in relation to the company. Section
98 further provides that a Bermuda company may indemnify its directors, officers
and auditors against any liability incurred by them in defending any proceeding,
whether civil or criminal, in which judgment is awarded in their favor or in
which they are acquitted if granted relief by the Supreme Court of Bermuda in
certain proceedings arising under Section 281 of the Companies Act.
The Company has adopted provisions in its bye-laws that provide that
the Company shall indemnify its officers and directors to the maximum extent
permitted under the Companies Act.
In addition, the Underwriting Agreement filed as Exhibit 1 to the
Registration Statement provides for indemnification of the Company, its officers
and its directors by the Underwriters under certain circumstances.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The Company was incorporated in April 19, 2002 under the laws of
Bermuda. The Company expects to enter into a Formation and Separation Agreement
pursuant to which, among other things, the Company will sell 6,000,000 Common
Shares in a private placement to The St. Xxxx Companies, Inc. (the number of
shares being subject to adjustment as provided therein), contingent
II-1
upon completion of the offering registered by this Registration Statement. The
Company has entered into an Investment Agreement pursuant to which, among other
things, the Company will sell 3,960,000 Common Shares in a private placement to
RenaissanceRe Holdings Ltd. (the number of shares being subject to adjustment as
provided therein), contingent upon completion of the offering registered by
this Registration Statement. The St. Xxxx Companies, Inc. and RenaissanceRe
Holdings Ltd, are the sole purchasers in the private placements and are each a
"qualified institutional buyer" as such term is defined in Rule 144A under the
Securities Act of 1933. Accordingly, the private placements will be made in
reliance upon the exemptions from registration provided in such circumstance by
the no-action letters regarding Black Box Incorporated (publicly available June
26, 1990) and Squadron, Ellenoff, Plesent & Xxxxxx (publicly available February
28, 1992). The Formation and Separation Agreement is filed as Exhibit 2 to this
Registration Statement. The Investment Agreement is filed as Exhibit 10.44 to
this Registration Statement.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
1 Form of Underwriting Agreement.**
2 Form of Formation and Separation Agreement.*
3.1 Memorandum of Association of Platinum Holdings.**
3.2 Form of Restated Bye-Laws of Platinum Holdings.*
4.1 Form of Certificate of the Common Shares, par value $0.01 per share, of Platinum Holdings. **
5.1 Opinion of Xxxxxxx, Xxxx & Xxxxxxx.**
8.1 Opinion of Xxxxxxxx & Xxxxxxxx as to certain tax matters.**
8.2 Opinion of Xxxxxxx, Xxxx & Xxxxxxx as to certain tax matters.**
8.3 Opinion of Xxxxxxxxx and May as to certain tax matters.**
8.4 Opinion of A. & X. Xxxxxxxx as to certain tax matters.**
10.1 Employment Agreement between Xxxxxx X. Xxxxxx and The St. Xxxx Companies, Inc.**
10.2 Letter Agreement between Xxxxxx X. Xxxxxx and The St. Xxxx Companies, Inc.**
10.3 Employment Agreement between Xxxxxxx X. Xxxxx and The St. Xxxx Re. Inc.**
10.4 Letter Agreement between Xxxxxx X. Xxxxxx and The St. Xxxx Companies Inc.**
10.5 Form of Employee Benefits and Compensation Matters Agreement.**
10.6 Form of Master Services Agreement.**
10.7 Form of U.K. Matter Services Agreement.**
10.8 Form of Runoff Services Agreement.**
10.9 Form of U.K. Runoff Services Agreement.**
10.10 Form of Transitional Trademark License Agreement.**
10.11 Form of Registration Rights Agreement.*
10.12 Form of Underwriting Management Agreement.**
10.13 Form of U.K. Underwriting Agency and Underwriting Management Agreement.**
10.14 Form of Assignment and Assumption Agreement.**
10.15 Form of Sub Lease Agreement.**
10.16 Form of Option Agreement.**
10.17 Form of 100% Quota Share Retrocession Agreement (Traditional).*
10.18 Form of 100% Quota Share Retrocession Agreement(Non-Traditional-D-1).*
10.19 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-A).*
10.20 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-B-1).*
10.21 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-B-2).*
10.22 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-C).*
II-2
10.23 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-D-2).*
10.24 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-D Stop Loss).*
10.25 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-D Spread Loss).*
10.26 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-D-3).*
10.27 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-D-4).*
10.28 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-E).*
10.29 Form of U.K. Business Transfer Agreement.**
10.30 Form of U.K.100% Quota Share Retrocession Agreement (Traditional).*
10.31 Form of U.K.100% Quota Share Retrocession Agreement (Non-Traditional-A).*
10.32 Form of U.K.100% Quota Share Retrocession Agreement (Non-Traditional-B-1).*
10.33 Form of 364-Day Credit Agreement.**
10.34 Amendment to the Letter Agreement between Xxxxxx X. Xxxxxx and The St. Xxxx Companies, Inc.**
10.35 Amendment to the Letter Agreement between Xxxxxx X. Xxxxxx and The St. Xxxx Companies, Inc.**
10.36 Amendment to the Letter Agreement between Xxxxxxx X. Xxxxx and The St. Xxxx Re., Inc.**
10.37 Form of Trust Agreement.**
10.38 Form of Trust Agreement.**
10.39 Form of Trust Agreement.**
10.40 Employment Agreement between Xxxxxxx X. Xxxxxx and St. Xxxx Re, Inc.**
10.41 Employment Agreement between Xxxxxxx X. Xxxxxxxxxxx and St. Xxxx Re, Inc.**
10.42 Amendment to the Employment Agreement between Xxxxxxx X. Xxxxxx and St. Xxxx Re, Inc.**
10.43 Amendment to the Employment Agreement between Xxxxxxx X. Xxxxxxxxxxx and St. Xxxx Re, Inc.**
10.44 Investment Agreement by and among Platinum Underwriters Holdings, Ltd., The St. Xxxx Companies ,Inc., RenaissanceRe
Holdings. Ltd.
10.45 Form Of Transfer Restrictions, Registration Rights and Standstill Agreement (included in Exhibit 10.44).
10.46 Form of RenaissanceRe Option Agreement (included in Exhibit 10.44).
10.47 Form of Services and Capacity Reservation Agreement (included in Exhibit 10.44).
21 Subsidiaries of Platinum Holdings.**
23.1 Consent of KPMG LLP.
23.2 Consent of Xxxxxxx, Xxxx & Xxxxxxx (included in Exhibit 5.1).**
23.3 Consent of Xxxxxxxxx & Xxxxxxxx (included in Exhibit 8.1).**
23.4 Consent of Xxxxxxx, Xxxx & Xxxxxxx (included in Exhibit 8.2).**
23.5 Consent of Xxxxxxxxx and May (included in Exhibit 8.3).**
23.6 Consent of A. & X. Xxxxxxxx (included in Exhibit 8.4).**
24 Power of Attorney (included on the signature page of Amendment No. 3 to the Registration Statement).**
99.1 Consent of Xxx X. Xxxxxxx.**
99.2 Consent of Xxxxxx X. Xxxxxx.**
99.3 Consent of X. Xxxxxxx Xxxxxxx.**
99.4 Consent of Xxxxx X. Xxxxxx.**
99.5 Consent of Xxxxxxxx X. Bank.**
99.6 Consent of Xxx X. Xxxxxxxxxx.**
99.7 Resignation of Xxxxxxx X.X. Xxxxxx.**
99.8 Resignation of Xxxxx X. Xxxxx.**
--------------------
* To be filed by amendment.
** Filed previously.
II-3
(b) Financial Statement Schedules of Predecessor
Schedule III Supplementary Insurance Information
Schedule IV Reinsurance
Schedule V Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) To provide to the underwriters at the closing specified in the
underwriting agreements, certificates in such denominations and registered in
such names as required by the underwriters to permit prompt delivery to each
purchaser.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions described under
"Item 14. Indemnification of Directors and Officers" above, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment to the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.
(c)(l) For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(l) or (4) or
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Amendment No. 6 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
Xxxxxxxx, Bermuda on the 23th day of September, 2002.
PLATINUM UNDERWRITERS HOLDINGS,
LTD.
By: /s/ XXXXXX X. XXXXXX
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 6 to the Registration Statement has been signed by the
following persons in the capacities indicated on September 23, 2002:
NAME TITLE
----------------------------- ----------------------------
XXXXXX X. XXXXXX* Chairman of the Board of
----------------------------- Directors
Xxxxxx X. Xxxxxx
XXXXXX X. XXXXXX President, Chief
----------------------------- Executive Officer and
Xxxxxx X. Xxxxxx Director
XXXXXXX X. XXXXXX* Executive Vice
----------------------------- President, Chief
Xxxxxxx X. Xxxxxx Financial Officer and
Principal Accounting
Officer
X. XXXXXXX XXXXXXX*
-----------------------------
X. Xxxxxxx Xxxxxxx Director
XXXXXXXX X. BANK*
-----------------------------
Xxxxxxxx X. Bank Director
XXX X. XXXXXXXXXX*
-----------------------------
Xxx X. Xxxxxxxxxx Director
XXX X. XXXXXXX*
-----------------------------
Xxx X. Xxxxxxx Director
XXXXX X. XXXXXX*
-----------------------------
Xxxxx X. Xxxxxx Director
XXXXXX XXXXXXX* Authorized
----------------------------- Representative in the
Xxxxxx Xxxxxxx United States
*By: /s/ XXXXXX X. XXXXXX
---------------------------
Xxxxxx X. Xxxxxx
Attorney-in-Fact
II-5
ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESOR)
SCHEDULE III--SUPPLEMENTARY INSURANCE INFORMATION
($ IN MILLIONS)
DEFERRED
POLICY GROSS LOSS AND GROSS
ACQUISITION LOSS ADJUSTMENT UNEARNED
EXPENSES EXPENSE RESERVES PREMIUMS
----------- ----------------- --------
AT DECEMBER 31,
2001
North American Property $ 14 $ 694 $ 54
North American Casualty 73 2,286 242
International 9 902 59
Finite Risk 11 1,067 46
------ -------- ------
Total $ 107 $ 4,949 $ 401
====== ======== ======
2000
North American Property $ 14 $ 439 $ 53
North American Casualty 51 1,903 162
International 10 669 51
Finite Risk 11 557 49
------ -------- ------
Total $ 86 $ 3,568 $ 315
====== ======== ======
1999
North American Property $ 20 $ 414 $ 95
North American Casualty 38 1,821 140
International 18 711 102
Finite Risk 11 505 39
------ -------- ------
Total $ 87 $ 3,451 $ 376
====== ======== ======
II-6
THE ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESSOR)
SCHEDULE III--SUPPLEMENTARY INSURANCE INFORMATION
($ IN MILLIONS)
INSURANCE LOSSES
AND LOSS AMORTIZATION OF OTHER
PREMIUMS ADJUSTMENT POLICY ACQUISITION OPERATING PREMIUMS
EARNED EXPENSES EXPENSES EXPENSES WRITTEN
-------- ---------------- ------------------ --------- --------
2001
North American Property $ 216 $ 381 $ 53 $ 14 $ 000
Xxxxx Xxxxxxxx Casualty 588 584 190 29 667
International 242 289 39 23 248
Finite Risk 547 668 33 16 546
-------- ------- ------- ------- --------
Total $ 1,593 $ 1,922 $ 315 $ 82 $ 1,677
======== ======= ======= ======= ========
2000
North American Property $ 204 $ 133 $ 55 $ 17 $ 000
Xxxxx Xxxxxxxx Casualty 319 261 110 24 340
International 188 128 38 32 145
Finite Risk 410 289 133 15 418
-------- ------- ------- ------- --------
Total $ 1,121 $ 811 $ 336 $ 88 $ 1,073
======== ======= ======= ======= ========
1999
North American Property $ 196 $ 153 $ 58 $ 13 $ 207
North American Casualty 245 61 85 24 262
International 160 102 47 32 160
Finite Risk 277 184 30 13 284
-------- ------- ------- ------- --------
Total $ 878 $ 500 $ 220 $ 82 $ 931
======== ======= ======= ======= ========
II-7
THE ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESSOR)
SCHEDULE IV--REINSURANCE
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
($ IN MILLIONS)
PERCENTAGE
ASSUMED FROM OF AMOUNT
GROSS CEDED TO OTHER OTHER ASSUMED TO
AMOUNT COMPANIES COMPANIES NET AMOUNT NET
------ -------------- ------------ ---------- ----------
INSURANCE PREMIUMS EARNED:
2001 $ -- $ 172 $ 1,765 $ 1,593 110.8%
2000 $ -- $ 260 $ 1,381 $ 1,121 123.2%
1999 $ -- $ 314 $ 1,192 $ 878 135.8%
II-8
THE ST. XXXX COMPANIES, INC.
REINSURANCE UNDERWRITING SEGMENT (PREDECESSOR)
SCHEDULE V--VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
($ IN MILLIONS)
CHARGED ADDITIONS
TO COSTS CHARGED TO
BALANCE AT AND OTHER BALANCE AT
DESCRIPTION BEGINNING OF YEAR EXPANSES ACCOUNTS DEDUCTIONS(1) END OF YEAR
----------------- -------- ---------- ------------- -----------
2001
Premiums receivable from
underwriting activities $ 11.0 2.6 -- 0.5 $13.1
Reinsurance $ 11.5 6.9 -- -- $18.4
2000
Premiums receivable from
underwriting activities $ 9.6 2.2 -- 0.8 $11.0
Reinsurance $ 11.2 0.3 -- -- $11.5
1999
Premiums receivable from
underwriting activities $ 9.9 0.8 -- 1.1 $9.6
Reinsurance $ 12.7 -- -- 1.5 $11.2
------------------
(1) Deductions include write-offs of amounts determined to be uncollectible
and unrealized foreign exchange gains and losses.
II-9
INDEX TO EXHIBITS
EXHIBIT
NO DESCRIPTION
------- ---------------------------------------------------------------------------------------------------------------
1 Form of Underwriting Agreement.**
2 Form of Formation and Separation Agreement.*
3.1 Memorandum of Association of Platinum Holdings.**
3.2 Form of Restated Bye-Laws of Platinum Holdings.*
4.1 Form of Certificate of the Common Shares, par value $0.01 per share, of Platinum Holdings. **
5.1 Opinion of Xxxxxxx, Xxxx & Xxxxxxx.**
8.1 Opinion of Xxxxxxxx & Xxxxxxxx as to certain tax matters.**
8.2 Opinion of Xxxxxxx, Xxxx & Xxxxxxx as to certain tax matters.**
8.3 Opinion of Xxxxxxxxx and May as to certain tax matters.**
8.4 Opinion of A. & X. Xxxxxxxx as to certain tax matters.**
10.1 Employment Agreement between Xxxxxx X. Xxxxxx and The St. Xxxx Companies, Inc.**
10.2 Letter Agreement between Xxxxxx X. Xxxxxx and The St. Xxxx Companies, Inc.**
10.3 Employment Agreement between Xxxxxxx X. Xxxxx and St. Xxxx Re., Inc.**
10.4 Letter Agreement between Xxxxxx X. Xxxxxx and The St. Xxxx Companies Inc.**
10.5 Form of Employee Benefits and Compensation Matters Agreement.**
10.6 Form of Master Services Agreement.**
10.7 Form of U.K. Master Services Agreement.**
10.8 Form of Runoff Services Agreement.**
10.9 Form of U.K. Runoff Services Agreement.**
10.10 Form of Transitional Trademark License Agreement.**
10.11 Form of Registration Rights Agreement.*
10.12 Form of Underwriting Management Agreement.**
10.13 Form of U.K. Underwriting Agency and Underwriting Management Agreement.**
10.14 Form of Assignment and Assumption Agreement.**
10.15 Form of Sub Lease Agreement.**
10.16 Form of Option Agreement.**
10.17 Form of 100% Quota Share Retrocession Agreement (Traditional).*
10.18 Form of 100% Quota Share Retrocession Agreement(Non-Traditional-D-1).*
10.19 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-A).*
10.20 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-B-1).*
10.21 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-B-2).*
10.22 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-C).*
10.23 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-D-2).*
10.24 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-D Stop Loss).*
10.25 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-D Spread Loss).*
10.26 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-D-3).*
10.27 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-D-4).*
10.28 Form of 100% Quota Share Retrocession Agreement (Non-Traditional-E).*
10.29 Form of U.K. Business Transfer Agreement.**
10.30 Form of 100% Quota Share Retrocession Agreement (Traditional).*
10.31 Form of 100% Quota Share Retrocession Agreement (Non-traditional-A).*
10.32 Form of 100% Quota Share Retrocession Agreement (Non-traditional-B-1).*
10.33 Form of 364-Day Credit Agreement.**
10.34 Amendment to the Letter Agreement between Xxxxxx X. Xxxxxx and The St. Xxxx Companies, Inc.**
10.35 Amendment to the Letter Agreement between Xxxxxx X. Xxxxxx and The St. Xxxx Companies, Inc.**
10.36 Amendment to the Letter Agreement between Xxxxxxx X. Xxxxx and The St. Xxxx Re., Inc.**
10.37 Form of Trust Agreement.**
10.38 Form of Trust Agreement.**
10.39 Form of Trust Agreement.**
10.40 Employment Agreement between Xxxxxxx X. Xxxxxx and St. Xxxx Re, Inc.**
10.41 Employment Agreement between Xxxxxxx X. Xxxxxxxxxxx and St. Xxxx Re, Inc.**
10.42 Amendment to the Employment Agreement between Xxxxxxx X. Xxxxxx and St. Xxxx Re, Inc.**
10.43 Amendment to the Employment Agreement between Xxxxxxx X. Xxxxxxxxxxx and St. Xxxx Re, Inc.**
10.44 Investment Agreement by and among Platinum Underwriters Holdings, Ltd., The St. Xxxx Companies, Inc., and RenaissanceRe
Holdings. Ltd.
10.45 Form Of Transfer Restrictions, Registration Rights and Standstill Agreement (included in Exhibit 10.44).
10.46 Form of RenaissanceRe Option Agreement (included in Exhibit 10.44).
10.47 Form of Services and Capacity Reservation Agreement (included in Exhibit 10.44).
21 Subsidiaries of Platinum Holdings.**
23.1 Consent of KPMG LLP.
23.2 Consent of Xxxxxxx, Xxxx & Xxxxxxx (included in Exhibit 5.1).**
23.3 Consent of Xxxxxxxx & Xxxxxxxx (included in Exhibit 8.1).**
23.4 Consent of Xxxxxxx, Xxxx & Xxxxxxx (included in Exhibit 8.2).**
23.5 Consent of Xxxxxxxxx and May (included in Exhibit 8.3).**
23.6 Consent of A. & X. Xxxxxxxx (included in Exhibit 8.4).**
24 Power of Attorney (included on the signature page of Amendment No.3 to the Registration Statement).**
99.1 Consent of Xxx X. Xxxxxxx.**
99.2 Consent of Xxxxxx X. Xxxxxx.**
99.3 Consent of X. Xxxxxxx Xxxxxxx.**
99.4 Consent of Xxxxx X. Xxxxxx.**
99.5 Consent of Xxxxxxxx X. Bank.**
99.6 Consent of Xxx X. Xxxxxxxxxx.**
99.7 Registration of Xxxxxxx X.X. Xxxxxx.**
99.8 Registration of Xxxxx X. Xxxxx.**
-------------------------
* To be filed by amendment.
** Filed previously.
EXHIBIT E
Formation Agreement Amendment
SECTION 13.16 Transition Expenses. St. Xxxx agrees to reimburse the
Company for up to $4,500,000 of expenses of the type referenced in
correspondence from St. Xxxx to the Company as of the date hereof, incurred by
the Company or any of its Post-Closing Subsidiaries in connection with its first
year of operations following the Closing. Such reimbursements are payable within
10 Business Days following receipt by St. Xxxx from the Company of documentation
reasonably satisfactory to St. Xxxx evidencing the Company's payment of any such
expenses.
E-E-1
EXHIBIT F
Quota Share Agreement Amendments
Article 1 of the Quota Share Agreements numbered 10, 11, 12, 20, 21, 22, 23, 24,
25, 26, 27, 28, 29, 30 and 3 1 as referenced on Schedule 2. 12 of the Investment
Agreement (the "Selected Quota Share Agreements") shall include the following
paragraph as the final paragraph in Article 1, and Sections 4.01, 4.02 and 4.03,
of the Selected Quota Share Agreements shall be replaced in their entirety with
the following Sections 4.01, 4.02 and 4.03:
Notwithstanding the foregoing, Retrocedant will retain all liabilities arising
under any Reinsurance Contract relating to or emanating from each of (x) the
losses caused by the European Floods in August 2002, and (y) any named storm(s)
in existence as of the Effective Time which cause insured damage within 10 days
of the Effective Date (collectively, the "EXCLUDED LIABILITIES"), and such
liabilities shall not be subject to this Agreement.
ARTICLE IV
PREMIUMS AND ADDITIONAL CONSIDERATION
SECTION 4.01 (Retrospective) Coverage Period -- Premium.
(a) On the Effective Date, in respect of the Section A (Retrospective)
Coverage Period, Retrocedant shall pay to the account of Retrocessionaire an
aggregate amount representing the sum of all amounts related and specifically
allocated to each individual Class of Business (the "Initial Section A Premium")
equal to one hundred percent (100%) of the carrying value on the books of the
Retrocedant as of September 30, 2002, of the aggregate of all Loss Reserves
relating to the Reinsurance Contracts, determined in accordance with statutory
accounting principles on a basis consistent in all material respects with the
methods, principles, practices and policies employed in the preparation and
presentation of Retrocedant's annual statutory financial statement as of
December 31, 2001 as filed with the Minnesota Department of Commerce
(consistent with the methods, principles, practices and policies applied at June
30, 2002) and as submitted to The St. Xxxx, provided, that in no event shall
such amount be less than Retrocedant's good faith estimate, based upon due
investigation by the Retrocedant, as of the date at which such calculation is
being made, of all Loss Reserves relating to the Reinsurance Contracts by
applicable Class of Business that would be required (i) in order for such
reserves to be in full compliance with customary practices and procedures of
Retrocedant for filings and financial statements as of September 30, 2002, and
(ii) to cause such reserves to bear a reasonable relationship to the events,
conditions, contingencies and risks which are the bases for such reserves, to
the extent known by Retrocedant at the time of such calculation.
(b) On the 90th day following the Effective Date (or if such 90th day is
not a business day, the first business day following such 90th day), Retrocedant
shall prepare and deliver to Retrocessionaire an accounting (the "Proposed Loss
Reserve Accounting") of all Loss Reserves relating to the Reinsurance Contracts,
as of the Effective Date, determined in accordance with this Section 4.01 (the
"Final Section A Premium") and taking into consideration all relevant data
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becoming available to Retrocedant subsequent to the Effective Date. In the event
the Final Section A Premium for any individual Class of Business is greater than
the Initial Section A Premium for such individual Class of Business, Retrocedant
shall promptly pay to the account of Retrocessionaire the difference plus
interest on such amount at the Applicable Rate (as defined below) from and
including the Effective Date to and including the date of such payment. In no
event shall the Final Section A Premium for any individual Class of Business be
lower than the Initial Section A Premium for such Class of Business. "Class of
Business" shall be defined as each individual class or line of business as
delineated by the Retrocedant in the transaction evaluation materials provided
by the Retrocedant to the Retrocessionaire related to the evaluation of
Retrocedant's business and reserves.
(c) In the event that a reinsurance contract is not included in one of the
classes set forth in Exhibit A-1, but is deemed to be a Reinsurance Contract by
the mutual agreement of the parties, the parties shall determine whether the
Final Section A Premium reflected one hundred percent of the associated reserves
with respect to such Reinsurance Contract as of the Effective Date. If the Final
Section A Premium did not so reflect such associated reserves with respect to
such Reinsurance Contract as of the Effective Date, Retrocedant shall promptly
pay to the account of Retrocessionaire an amount equal to the amount that should
have been included in the Final Section A Premium, as determined pursuant to
paragraph (b) of this Section 4.01, less any amounts paid by Retrocedant on or
after the Effective Date pursuant to such Reinsurance Contract relating to such
reserves, plus interest on such amount at the Applicable Rate calculated from
and including the Effective Date to and including the date of such payment to
Retrocessionaire.
SECTION 4.02 (Prospective) Coverage Period-- Premiums.
(a) On the Effective Date, in respect of the Section B (Prospective)
Coverage Period, Retrocedant shall transfer to Retrocessionaire an aggregate
amount representing the sum of all amounts related and specifically allocated to
each individual Class of Business (the "Initial Section B Premium") equal to the
carrying value on the books of Retrocedant as of September 30, 2002, of one
hundred percent (100%) of the unearned premium reserves, net of Inuring
Retrocession premium, relating to the Reinsurance Contracts, determined in
accordance with statutory accounting principles on a basis consistent in all
material respects with the methods, principles, practices and policies employed
in the preparation and presentation of Retrocedant's annual statutory financial
statement as of December 31, 2001 as filed with the Minnesota Department of
Commerce (consistent with the methods, principles, practices and policies
applied at June 30, 2002) and as submitted to The St. Xxxx, less the applicable
Ceding Commission, as defined below.
(b) On the 90th day following the Effective Date (or if such 90th day is
not a business day, the first business day following such 90th day), Retrocedant
shall prepare and deliver to Retrocessionaire an accounting (the "Proposed
Premium Reserve Accounting", together with the Proposed Loss Reserve Accounting,
the "Proposed Accounting") of all unearned premium reserves relating to the
Reinsurance Contracts, as of the Effective Date, determined in accordance with
statutory accounting principles on a basis consistent in all material respects
with the methods, principles, practices and policies employed in the preparation
and presentation of Retrocedant's annual statutory financial statement as of
December 31, 2001 as filed with the
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Minnesota Department of Commerce (consistent with the methods, principles,
practices and policies applied at June 30, 2002) and as submitted to The
St. Xxxx relating to the Reinsurance Contracts, net of the applicable Ceding
Commission and retrocession premium under the Inuring Retrocessions (the "Final
Section B Premium"). In the event the Final Section B Premium for any individual
Class of Business is greater than the Initial Section B Premium for such
individual Class of Business, Retrocedant shall promptly pay to the account of
Retrocessionaire the difference plus interest on such amount at the Applicable
Rate from and including the Effective Date to and including the date of such
payment. In the event the Initial Section B Premium for any individual Class of
Business is greater than the Final Section B Premium for such individual Class
of Business, Retrocessionaire shall promptly pay to the account of Retrocedant
the difference plus interest on such amount at the Applicable Rate from and
including the Effective Date to and including the date of such payment.
(c) Notwithstanding the foregoing, the parties agree that all gross
estimated premiums written prior to the Effective Date and earned but not yet
billed, net of applicable ceding commission and retrocession premium ("EBUB",
and also referred to as "estimated premiums receivable" or "EBNR" or "earned but
unbilled") as of the Effective Time and relating to the Reinsurance Contracts,
as determined on or before _____, 2002, as set forth in Exhibit C, in a manner
consistent with Retrocedant's customary practices and procedures and as
submitted to The St. Xxxx, shall be allocated to Retrocedant. All payments
received after the Effective Time by Retrocedant or Retrocessionaire in respect
of EBUB as of the Effective Time shall be retained by Retrocedant or held on
trust for and paid by Retrocessionaire to or to the order of Retrocedant, and
all rights to collect such amounts shall be retained by or transferred to
Retrocedant. Any changes made on or after the Effective Time as to the amount of
EBUB as of the Effective Time shall be for the account of Retrocessionaire and
shall not affect the amount retained by Retrocedant. The parties agree that as
of the first anniversary of the date hereof, Retrocessionaire shall pay to
Retrocedant the difference, if any, between the amount of EBUB as of the
Effective Time and the aggregate amount paid to and/or retained by Retrocedant
prior to that date with respect to EBUB as of the Effective Time. All amounts,
if any, in respect of EBUB which are in excess of EBUB as of the Effective
Time, calculated pursuant to the first sentence of this Section 4.02(c), shall
be for the account of Retrocessionaire and no such amounts shall be retained by
or payable to Retrocedant.
(d) Retrocedant shall transfer to Retrocessionaire with respect to all
Reinsurance Contracts, one hundred percent (100%) of all gross premiums written
on or after the Effective Time, net of premium returns, allowances and
cancellations and less any applicable Ceding Commission and retrocession premium
under the Inuring Retrocessions; provided, however, that Retrocedant shall
retain all gross premiums written on or after the Effective Time attributable to
losses arising from the Excluded Liabilities, including but not limited to
adjusted premiums, portions of reinstatement premiums and other adjustments
attributable to such losses.
SECTION 4.03 DISPUTE RESOLUTION.
(a) After receipt of the Proposed Accounting, together with the work
papers used in preparation thereof, Retrocessionaire shall have 30 days (the
"Review Period") to review such Proposed Accounting. Unless Retrocessionaire
delivers written notice to Retrocedant on or prior to the 30th day of the Review
Period stating that it has material objections to the Proposed
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Accounting for one or more Classes of Business, Retrocessionaire shall be deemed
to have accepted and agreed to the Proposed Accounting. If Retrocessionaire so
notifies Retrocedant of any material objection(s) to the Proposed Accounting,
the parties shall in good faith attempt to resolve, within 30 days (or such
longer period as the parties may agree) following such notice (the "Resolution
Period"), their differences with respect to such material objections related to
any Class of Business so identified. Retrocedant and Retrocessionaire agree that
only those Classes of Business to which such notification relates shall be
subject to adjustment, and any resolution by them as to any disputed amounts, as
evidenced by a writing signed by both parties, shall be final, binding and
conclusive.
(b) Any amount remaining in dispute at the conclusion of the Resolution
Period ("Unresolved Changes") shall be submitted to arbitration. One arbiter
(each arbiter, an "Arbiter") shall be chosen by Retrocedant, the other by
Retrocessionaire, and an umpire (the "Umpire") shall be chosen by the two
Arbiters before they enter upon arbitration. In the event that either party
should fail to choose an Arbiter within 30 days following a written request by
the other party to do so, the requesting party may choose two Arbiters, but only
after providing 10 days' written notice of its intention to do so and only if
such other party has failed to appoint an Arbiter within such 10 day period. The
two Arbiters shall in turn choose an Umpire who shall act as the Umpire and
preside over the hearing. If the two Arbiters fail to agree upon the selection
of an Umpire within 30 days after notification of the appointment of the second
Arbiter, the selection of the Umpire shall be made by the American Arbitration
Association. All Arbiters and Umpires shall be active or retired disinterested
property/casualty actuaries of insurance or reinsurance companies or Lloyd's of
London Underwriters.
(c) Each party shall present its case to the Arbiters within 30 days
following the date of appointment of the Umpire, unless the parties mutually
agree to an extension of time. Subject to the provisions of paragraph (f) of
this Section 4.03, the decision of the Arbiters shall be final and binding on
both parties; but failing to agree, they shall call in the Umpire and the
decision of the majority shall be final and binding upon both parties. Judgment
upon the final decision of the Arbiters may be entered in any court of competent
jurisdiction.
(d) Each party shall bear the expense of its own Arbiter, and shall
jointly and equally bear with the other the expense of the Umpire and of the
arbitration unless otherwise directed by the Arbiters.
(e) Any arbitration proceedings shall take place in New York, New York
unless the parties agree otherwise.
(f) Once the Proposed Accounting has been finalized in accordance with the
above process, the Final Section A Premium and the Final Section B Premium
amounts shall be as set forth in the Proposed Accounting, as determined by the
Arbiters, if applicable (the "Arbitrated Final Section A Premium" and/or
"Arbitrated Final Section B Premium", as the case may be); provided, that in no
event shall the Arbitrated Final Section A Premium for any individual Class of
Business be lower than the Proposed Loss Reserve Account of Final Section A
Premium for such Class of Business. In the event the sum of the Arbitrated
Final Section A Premium and the Arbitrated Final Section B Premium amounts
(determined in accordance with the first sentence of this Section 4.03(f)) is
greater than the amount paid by Retrocedant to Retrocessionaire on the
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Effective Date, Retrocedant shall promptly pay to the account of
Retrocessionaire the difference plus interest on such amount at the Applicable
Rate from and including the Effective Date to and including the date of such
payment. In the event the sum of such amounts (determined in accordance with the
first sentence of this Section 4.03(f)) is lower than the amount paid by
Retrocedant to Retrocessionaire on the Effective Date, Retrocessionaire shall
promptly pay to the account of Retrocedant the difference plus interest on such
amount at the Applicable Rate from the Effective Date to the date of such
payment.
(g) It is understood that the dispute resolution provisions set forth in
this Section 4.03 represent the exclusive remedy for disputes arising between
the parties with respect to the Proposed Accounting and that the dispute
mechanisms set forth in Article XV shall be the exclusive remedy for all
disputes not relating to the Proposed Accounting.
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Schedule 2.7
Platinum Governmental Consents
Maryland Insurance Administration Consent to Change of Control, Name Change,
Additional Business Lines (including, without limitation, accident and health
insurance), and the Ancillary Agreements to which Platinum Underwriters
Reinsurance, Inc. is a Party.
Bermuda Class 4 Insurance License.
New York Insurance License.
Schedule 2.12
Intercompany Agreements
Index of Agreements
Between St. Xxxx Entities and Platinum Entities
Version
No. Agreement Version Date Date Sent
--- --------- ------- -------- ---------
1 Formation and Separation Agreement between The St. Xxxx Companies, 49 9/20/02 9/20/02
Inc. and Platinum Underwriters Holdings, Ltd. dated as of September
23, 2002 (blackline)
2 Master Services Agreement between The St. Xxxx Companies, Inc. and 25 9/17/02 9/17/02
Platinum Underwriters Holdings, Ltd. (blackline)
3 Run-Off Services Agreement between Platinum Underwriters Reinsurance, 27 9/16/02 9/17/02
Inc. and St. Xxxx Fire and Marine Insurance Company (blackline)
4 Option Agreement between Platinum Underwriters Holdings, Ltd. and The 27 9/17/02
St. Xxxx Companies, Inc., dated as of September 27, 2002 (blackline)
5 Registration Rights Agreement between The St. Xxxx Companies, Inc. and 21 9/17/02 9/17/02
Platinum Underwriters Holdings, Ltd., dated as of September 27, 2002
(blackline)
6 Business Transfer Agreement between St. Xxxx Reinsurance Company 10 9/12/02 9/18/02
Limited, Platinum RE (UK) Limited, and St Xxxx Management Limited
(blackline)
7 UK Underwriting Agency and Underwriting Management Agreement between
St. Xxxx Reinsurance Company Limited and Platinum RE (UK) Limited 8 9/1/02 9/17/02
8 UK Run-off Services Agreement between St. Xxxx Reinsurance Company 6 9/1/02 9/17/02
Limited and Platinum RE (UK) Limited
9 UK Master Services Agreement between St. Xxxx Reinsurance Company 6 9/1/02 9/17/02
Limited and Platinum RE (UK) Limited
10 UK Traditional Quota Share by and between St. Xxxx Reinsurance Company 8 9/4/02 9/18/02
Limited (Retrocedant) and Platinum Underwriters Reinsurance Inc.
(Retrocessionaire) (blackline)
11 UK Non-Traditional Quota Share Form A by and between St. Xxxx 11 9/04/02 9/17/02
Reinsurance Company Limited (Retrocedant) and Platinum Underwriters
ReinsuranceInc. (Retrocessionaire) (blackline)
12 UK Non-Traditional Quota Share Form B by and between St. Xxxx 8 9/04/02 9/17/02
Reinsurance Company Limited (Retrocedant) and Platinum
Underwriters Reinsurance Inc. (Retrocessionaire) (blackline)
13 Assignment and Assumption Agreement by and among WHCHC Real Estate 4 8/27/02 8/29/02
Limited Partnership, St. Xxxx Re, Inc. and Platinum Underwriters
Reinsurance, Inc. (Schaumburg, 11)
14 Sublease Agreement between Platinum Underwriters Reinsurance, Inc. 8 8/27/02 8/29/02
and St. Xxxx Re, Inc. (NY)
15 Employee Benefits and Compensation 18 9/17/02 9/17/02
Matters Agreement between The St. Xxxx Companies, Inc. and Platinum
Underwriters Reinsurance, Inc. (blackline)
16 Underwriting Management Agreement between St. Xxxx Fire and Marine 17 8/27/02 8/29/02
Insurance Company and Platinum Underwriters Reinsurance, Inc.
17 Transitional Trademark License Agreement between The St. Xxxx 18 8/27/02 8/29/02
Companies, Inc. and Platinum Underwriters Holdings, Ltd.
18 Trust Agreement with Fire and Marine among Platinum Underwriters 6 7/1/02 8/29/02
Reinsurance, Inc., St. Xxxx Fire and Marine Insurance Company, and
(unnamed trustee bank)
19 Trust Agreement with Mountain Ridge among Platinum Underwriters 3 7/1/02 8/29/02
Reinsurance, Inc., Mountain Ridge Insurance Company, and (unnamed
trustee bank)
20 One hundred percent quota share retrocession agreement (traditional) 40 9/19/02 9/19/02
between Fire & Marine and USF&G Family (blackline)
21 One hundred percent quota share retrocession agreement 18 9/4/02 9/17/02
(non-traditional -- A) between Fire & Marine and Platinum US
(blackline)
22 One hundred percent quota share retrocession agreement 15 9/5/02 9/17/02
(non-traditional -- B-1) between Fire & Marine and Platinum US
(blackline)
23 One hundred percent quota share retrocession agreement 13 9/5/02 9/17/02
(non-traditional -- B-2) between Fire & Marine and Platinum US
(blackline)
24 One hundred percent quota share retrocession agreement 15 9/5/02 9/17/02
(non-traditional -- C) between Fire & Marine and Platinum US
(blackline)
25 One hundred percent quota share retrocession agreement 13 9/4/02 9/17/02
(non-traditional -- D-1) between Mountain Ridge and Platinum US
(blackline)
26 One hundred percent quota share retrocession agreement 17 9/5/02 9/17/02
(non-traditional -- D-2) between Mountain Ridge and Platinum US
(blackline)
27 One hundred percent quota share retrocession agreement 15 9/5/02 9/17/02
(non-traditional -- D-3) between Fire & Marine and Platinum US
(blackline)
28 One hundred percent quota share retrocession agreement 14 9/5/02 9/17/02
(non-traditional -- D-4) between Fire & Marine and Platinum US
(blackline)
29 One hundred percent quota share retrocession agreement 14 9/5/02 9/17/02
(non-traditional -- D-Stop Loss) between Mountain Ridge and Platinum
US (blackline)
30 One hundred percent quota share retrocession agreement 16 9/5/02 9/18/02
(non-traditional -- D-Spread Loss) between Fire & Marine and Platinum
US (blackline)
31 One hundred percent quota share retrocession agreement 13 9/5/02 9/17/02
(non-traditional -- E) between Fire & Marine and Platinum US
(blackline)
32 Assignment and Assumption Agreement by and among Metropolitan Life 6 8/27/02 9/19/02
Insurance Company, St. Xxxx Re, Inc. and Platinum Underwriters
Reinsurance, Inc. (Miami, FL)
Schedule 3.3
St. Xxxx Governmental Consents
Maryland Insurance Administration Consent to Change of Control, Name Change,
Additional Business Lines (including, without limitation, accident and health
insurance), and the Ancillary Agreements to which Platinum Underwriting
Reinsurance, Inc. is a Party.
Schedule 4.4
RenRe Governmental Consents
Maryland Insurance Administration consent to Disclaimer of Affiliation and
Control to be filed by Purchaser.
Controlling Person Application to Financial Services Authority ("FSA") if
required by the FSA.
Schedule 9.1
Termination
The Investment Agreement may be terminated by any party by written notice to the
others if (i) the Company has not commenced a road-show presentation by October
25, 2002 or (ii) the IPO is not consummated by November 8, 2002.
The Investment Agreement may be terminated at any time after 5:00 p.m. EST on
October 15, 2002, by St. Xxxx in its sole discretion, if any required regulatory
approval, consent or acceptance with respect to the Purchaser's purchase of
Shares shall not have been obtained as of such time, provided, that the Company
shall also have reasonably determines that it is more likely than not that such
regulatory approvals will not be obtained before November 1, 2002.
