UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM 8-K
___________
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2015

Commission file number 001-33606
___________

 
VALIDUS HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)



BERMUDA
98-0501001
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
 

29 Richmond Road, Pembroke, Bermuda HM 08
(Address of principal executive offices)

Registrant's telephone number, including area code: (441) 278-9000
Not Applicable
(Former name or former address, if changed since last report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 
 
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 








Item 7.01
 
Regulation FD Disclosure.
     
Beginning on December 3, 2015, Validus Holdings, Ltd. will present the information attached to this Current Report on Form 8-K as Exhibit 99.1 to various investors. The presentation attached to this Current Report on Form 8-K as Exhibit 99.1 is incorporated herein by reference.

The information in this Current Report on Form 8-K, including the information set forth in Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.
 
Financial Statements and Exhibits.

(d)
 
Exhibits. The following exhibits are filed herewith:

Exhibit No.
 
Description
 
 

 
 
 
 
99.1

 
 
Talbot Investor Presentation

 







SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 3, 2015

 
VALIDUS HOLDINGS, LTD.
      (Registrant)
  
 
 
By:  
/s/ Jeffrey D. Sangster
 
 
 
 
 
 
Name: 
Jeffrey D. Sangster
 
 
Title: 
Executive Vice President and Chief Financial Officer
 





New York, United States Miami, United States Santiago, Chile London, United Kingdom Dubai, United Arab Emirates Republic of Singapore Sydney, Australia Shanghai, China Labuan, Malaysia INVESTOR PRESENTATION – THIRD QUARTER 2015 Talbot Holdings Ltd


 
This presentation may include forward-looking statements, both with respect to us and our industry, that reflect our current views with respect to future events and financial performance. Statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “anticipate,” “will,” “may” and similar statements of a future or forward-looking nature identify forward-looking statements. All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements. We believe that these factors include, but are not limited to, the following: 1) unpredictability and severity of catastrophic events; 2) rating agency actions; 3) adequacy of our risk management and loss limitation methods; 4) cyclicality of demand and pricing in the insurance and reinsurance markets; 5) statutory or regulatory developments including tax policy, reinsurance and other regulatory matters; 6) our ability to implement its business strategy during “soft” as well as “hard” markets; 7) adequacy of our loss reserves; 8) continued availability of capital and financing; 9) retention of key personnel; 10) competition; 11) potential loss of business from one or more major insurance or reinsurance brokers; 12) our ability to implement, successfully and on a timely basis, complex infrastructure, distribution capabilities, systems, procedures and internal controls, and to develop accurate actuarial data to support the business and regulatory and reporting requirements; 13) general economic and market conditions (including inflation, volatility in the credit and capital markets, interest rates and foreign currency exchange rates); 14) the integration of businesses we may acquire or new business ventures we may start; 15) the effect on our investment portfolios of changing financial market conditions including inflation, interest rates, liquidity and other factors; 16) acts of terrorism or outbreak of war; and 17) availability of reinsurance and retrocessional coverage, as well as management’s response to any of the aforementioned factors. The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included herein and elsewhere, including the Risk Factors included in Validus Holdings, Ltd.'s most recent reports on Form 10-K and Form 10-Q and other documents on file with the Securities and Exchange Commission. Any forward-looking statements made in this presentation are qualified by these cautionary statements, and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us or our business or operations. We undertake no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Cautionary Note Regarding Forward-looking Statements 2


 
Talbot Underwriting Ltd • One of the core operating businesses of Validus Holdings, Ltd. – Founded in 2002 – Acquired by Validus in 2007 • Significant competitive position - The 11th largest Syndicate at Lloyd’s • Outstanding management team led by CEO Rupert Atkin – 30 years of experience in Lloyd’s – Chairman of the Lloyd’s Market Association, Member of Council of Lloyd’s – Deputy Chairman of Lloyd’s since February 2014 – Rupert Atkin will retire as Chief Executive Officer of Talbot on February 29, 2016. Peter Bilsby, currently Managing Director of Talbot, will succeed Rupert as Chief Executive Officer on March 1, 2016. Peter has almost 30 years experience of the insurance market. • Meaningful financial contribution and other benefits to Validus – Talbot has provided 25% of Validus net income from 2007- YTD 2015 – Lloyd’s platform allows for significant capital leverage – Lloyd’s provides global licensing for Validus expansion – London is a significant location for (re)insurance talent 1) Lloyd’s Syndicate size is measured by gross premium written, as taken from Lloyd’s 2014 Annual Report. 2) 25% of net income is calculated based on the proportion of Talbot Segment net income over total Group net income as disclosed in the respective Investor Financial Supplements. YTD 2015 is through September 30, 2015. 3


 
Talbot Underwriting Ltd – Underwriting Philosophy • Focus is on short tail business with significant market position in targeted classes – The ability to lead business is important • Talbot is a Lloyd’s market leader in the War and Terror, Energy and Marine classes of business • Maintain a balanced and diversified portfolio within targeted classes • Underwriting portfolio protected by a comprehensive reinsurance program • By design, Talbot is underweight the following classes: – Casualty – Casualty Treaty – Property Treaty • Strategically placed offices in international hubs – New York, Miami, Santiago, Dubai, Labuan, Sydney, Shanghai and Singapore 4


 
Talbot Underwriting Ltd – Executive Team • Executive management team average more than 25 years of market experience • 300+ staff in eight primary office locations: London, New York, Miami, Santiago, Dubai, Sydney, Shanghai and Singapore • Rupert Atkin is the Chief Executive Officer of Talbot Underwriting and was the active underwriter for syndicate 1183 from 1991 until 2007 • Talbot’s Executive Management Committee: – Rupert Atkin, Chief Executive Officer through February 29, 2016 – Peter Bilsby, Managing Director will replace Rupert as CEO on March 1, 2016 – Jane Clouting, Head of Governance – Michael Gould, Chief Operating Officer – Julian Ross, Chief Risk Officer – James Skinner, Active Underwriter and Director of Underwriting – Nigel Wachman, Chief Financial Officer 5


 
Talbot Underwriting Ltd – Competitive Position at Lloyd’s 6 1) Source: Individual Syndicate Reports & Accounts. 2) Gross Premium Written (GPW) is for year ended December 31, 2014 and is expressed in millions of U.S. Dollars, converted at rate of exchange £1.00 = $1.65, the average rate for 2014. Syndicate Gross Premium Written Rank Managing Agency Syndicate GPW 1 Catlin 2003 3,254 2 Amlin 2001 2,534 3 Brit 2987 2,147 4 Beazley 0623/2623 2,074 5 Liberty 4472 2,033 6 Tokio Kiln 0510 1,807 7 Chaucer 1084 1,481 8 QBE 2999 1,463 9 Hiscox 0033 1,371 10 Canopius 4444 1,198 11 Talbot 1183 1,102 12 Novae 2007 1,086 13 Ascot 1414 946 14 Munich Re 0457 735 15 Markel 3000 690


 
157 317 2007 2014 110 125 2007 2014 473 798 2007 2014 688 1102 2007 2014 508 1030 2007 2014 Talbot Holdings Ltd – Growth Since Acquisition 7 Employees 2.0x Shareholders’ Equity $ in millions 1.7x Net Operating Income(2) $ in millions 1.1x Gross Premium Written(2) $ in millions 1.6x Syndicate Capacity (1) 2.0x $ in millions GPW in Overseas Offices $ in millions 1) Converted at rate of exchange £1.00 = $1.65, the average rate for 2014. 2) 2007 GPW & NOI are full year amounts, including pre-acquisition results. 178 40 67 56 15 2007 2014 Dubai New York Singapore LATAM


 
81) Source: SEC filings and other public disclosures. 2) Underwriting income above assumes that all Lloyd’s underwriting income is insurance. 3) AGII and PRE are excluded as they do not disclose underwriting income as insurance / reinsurance. Insurance Underwriting Income – Validus vs. Bermuda Peers Insurance Underwriting Income in $US Millions: 2012 - 2014 314.1 247.4 228.9 81.9 43.8 13.1 (25.0) (155.2) (264.4)-$300.0 -$200.0 -$100.0 $0.0 $100.0 $200.0 $300.0 $400.0 VR AWH AXS ACGL MRH AHL RNR ENH RE


 
Talbot Highlights Gross Premium Written - $789.1 Million for nine months ended Sept 30, 2015 Net Operating Income 1) Energy is Downstream Energy and Power. 2) Net operating income is expressed in millions of U.S. Dollars. YTD 2015 is through September 30, 2015. 3) 2007 net operating income is a partial year value, only from the date of acquisition by Validus on July 2, 2007. 9 Marine 34% Property 23% War 18% Energy 9% Aviation 8% Fin. Lines 4% Other 4% 77.6 49.1 98.1 95.4 35.2 104.2 186.5 125.0 115.0 $0.0 $20.0 $40.0 $60.0 $80.0 $100.0 $120.0 $140.0 $160.0 $180.0 $200.0 2007 2008 2009 2010 2011 2012 2013 2014 YTD 2015


 
10 Talbot Composite Rate Index – The Benefits of Cycle Management 1) Rate index reflects the whole account rate change, as adjusted for changes in exposure, inflation, attachment point and terms and conditions. 2) All data points are as of December 31 except for 2015 which is as of September 30, 2015. 100% 126% 187% 208% 206% 204% 217% 207% 197% 209% 208% 215% 221% 220% 211% 198% 75% 100% 125% 150% 175% 200% 225% 250% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015


 
Talbot Holdings Ltd – Lloyd’s Peer Comparison 11 1) Source: Company accounts and preliminary results press releases. 2) Gross premium written is expressed in millions of U.S. Dollars, converted at rate of exchange £1.00 = $1.52 the average rate for the 6 months ended June 30, 2015. 3) Ratio is calculated using the simple average of opening and closing equity or net tangible equity. June 30, 2015 YTD GAAP Result Amlin Beazley Brit Hiscox Novae Talbot Gross written premium $m2 3,056.2 1,175.0 1,095.8 1,668.1 704.7 563.1 Net Profit:GWP ratio 6.6% 12.1% 0.6% 11.8% 3.5% 15.7% Return on Equity3 7.7% 9.9% 0.5% 9.0% 4.9% 10.9% Return on Net Tangible Equity3 9.0% 10.6% 0.6% 9.8% 5.0% 12.8% Debt:Equity ratio 17.7% 19.3% 17.0% 0.0% 23.2% 0.0% Investment return Bonds/cash 1.1% 1.1% 1.0% 1.1% 0.6% 0.7% Higher risk 10.3% 7.7% 5.2% 9.3% 0.0% 0.0% Total 4.4% 1.0% 0.4% 1.8% 0.6% 0.7% Investment allocation Bonds/cash 77.3% 86.8% 94.4% 92.2% 99.8% 100.0% Higher risk 22.7% 13.2% 5.6% 7.8% 0.2% 0.0% Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%


 
Talbot Lloyd’s Market Share By Class of Business 121) Source: Lloyd’s Franchise Board. 2) Percentages are calculated based on 2014 year of account gross premium written. Talbot focuses on these Classes of Business 3.0% 3.2% 3.4% 3.5% 3.5% 3.7% 4.0% 4.1% 4.2% 4.2% 4.2% 4.3% 4.5% 4.6% 4.8% 5.1% 6.0% 6.4% 6.5% 6.7% 7.0% 8.1% 8.4% 10.1% 14.1% 16.7% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% Total Financial Institutions (US) Power Generation Marine XL Property D&F (non-US open market) Financial Institutions (non-US) Space Property D&F (US open market) Fine Art & Specie Cargo Marine Liability Marine Hull General Aviation Contingency/ Other Pecuniary Energy Offshore Property Aviation Products/ Airport Liabilities Yacht Political Risks, Credit & Financial Guarantee Energy Offshore Liability Airline War BBB/ Crime Terrorism Engineering Aviation XL Energy Onshore Property


 
Talbot Lloyd’s Market Share By Class of Business 13 Talbot is underweight in these Classes of Business 1) Source: Lloyd’s Franchise Board. 2) Percentages are calculated based on 2014 year of account gross premium written. 0.0% 0.0% 0.1% 0.1% 0.2% 0.3% 0.3% 0.4% 0.5% 0.5% 0.6% 0.8% 0.9% 1.0% 1.2% 1.7% 1.9% 2.1% 2.7% 3.0% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% Directors & Officers (non-US) Agriculture & Hail NM General Liability (US direct) Professional Indemnity (US) Property pro rata Employers Liability/ WCA (US) Overseas Motor NM General Liability (non-US direct) Property D&F (non-US binder) Property Risk XS Professional Indemnity (non-US) Property D&F (US binder) Personal Accident XL Property Cat XL Medical Expenses Difference in Conditions Accident & Health (direct) Energy Onshore Liability Nuclear Total


 
Talbot Holdings Ltd – Financial Highlights Syndicate Return on Capital 141) US GAAP return on funds at Lloyd’s is calculated as Syndicate profit or loss over funds at Lloyd's. 2) 2015 US GAAP Return on funds at Lloyd’s has been annualized. 56% 57% 20% 28% 23% 7% 21% 38% 24% 22% 0% 10% 20% 30% 40% 50% 60% 70% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 US GAAP Return on Funds at Lloyd's Weighted Avg since 2006 (28%) Benchmark (Internal Target of 15%)


 
Talbot Holdings Ltd – Investment Portfolio as of September 30, 2015 • Total cash and invested assets were $1.97 billion ̶ Validus total of $8.54 billion ̶ Emphasis on the preservation of invested assets ̶ Provision of sufficient liquidity for prompt payment of claims • Average portfolio rating of AA- ̶ Validus rating of AA- • Duration of 2.23 years ̶ Validus duration is 2.44 years • 2014 average investment yield: 1.37% ̶ Validus yield of 1.92% 15 1.4% 4.1% 5.9% 6.0% 7.7% 8.6% 9.8% 9.9% 20.6% 26.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% States and Munis Other investments CMBS Agency RMBS Non US Govt & Agency Short term and cash Non US corp ABS US Govt and Agency US Corp


 
Talbot Holdings Ltd – Significant Contribution To Validus • Meaningful financial contribution – Talbot has provided $879 million of Validus net income from 2007- Sept 30, 2015 • Provides diversification between reinsurance and insurance with a shared focus on short tail classes of business • Global licensing for Validus expansion efforts – insurance and reinsurance • Increased profile for Validus within the London and international insurance market • London is a significant location for insurance industry talent 16


 
• A leading Lloyd’s business with a track record of success • Experienced senior management team and strong supporting staff • Diversified short-tail business mix atypical for Lloyd’s • Prudent management of insurance and operational risks, capital and loss reserves • Well managed line sizes and an extensive reinsurance program • Mutually beneficial relationship with parent company, Validus Holdings, Ltd. 17 Talbot Underwriting Ltd – Well Positioned for 2015 and Beyond


 
In presenting the Company’s results herein, management has included and discussed certain schedules containing underwriting income (loss), net operating income (loss) available (attributable) to Validus, managed gross premiums written, annualized return on average equity and diluted book value per common share that are not calculated under standards or rules that comprise U.S. GAAP. Such measures are referred to as non-GAAP. Non-GAAP measures may be defined or calculated differently by other companies. We believe that these measures are important to investors and other interested parties. These measures should not be viewed as a substitute for those determined in accordance with U.S. GAAP. The underwriting results of an insurance or reinsurance company are often measured by reference to its underwriting income because underwriting income indicates the performance of the company’s core underwriting function. Underwriting income is reconciled to net income by the addition or subtraction of net investment income, finance expenses, transaction expenses, net realized gains (losses) on investments, net unrealized gains (losses) on investments, income (loss) from investment affiliates and foreign exchange gains (losses). Net operating income (loss) available (attributable) to Validus is calculated based on net income (loss) available (attributable) to Validus excluding net realized gains (losses), net unrealized gains (losses) on investments, income (loss) from investment affiliates, gains (losses) arising from translation of non-US$ denominated balances and non-recurring items. Net income is the most directly comparable GAAP measure. Net operating income focuses on the underlying fundamentals of our operations without the influence of realized gains (losses) from the sale of investments, net unrealized gains (losses) on investments, translation of non-US$ currencies and non-recurring items. Realized gains (losses) from the sale of investments are driven by the timing of the disposition of investments, not by our operating performance. Gains (losses) arising from translation of non-US$ denominated balances are unrelated to our underlying business. Investors should not rely on the information set forth in this presentation when considering an investment in the Company. The information contained in this presentation has not been audited nor has it been subject to independent verification. The estimates set forth herein speak only as of the date of this presentation and the Company undertakes no obligation to update or revise such information to reflect the occurrence of future events. The events presented reflect a specific set of prescribed calculations and do not necessarily reflect all events that may impact the Company. 18 Notes on Non-GAAP and Other Financial and Exposure Measures


 
Address: 60 Threadneedle Street London EC2R 8HP England Telephone: 020 7550 3500 Email: investor.relations@validusholdings.com For more information on our company, products and management team please visit our website at: www.validusholdings.com


 
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