Acquisition of Allianz's U.S. Middle Market and Entertainment Businesses
Arch to Acquire Allianz's
©2024
Informational Statements
The Private Securi es Li ga on Reform Act of 1995 provides a "safe harbor" for forward−looking statements. This release or any other written or oral statements made by or on behalf of
Forward−looking statements can generally be iden fied by the use of forward−looking terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe" or "continue" or their nega ve or varia ons or similar terminology. Forward−looking statements involve the Company's current assessment of risks and uncertainties. Actual events and results may differ materially from those expressed or implied in these statements. A non-exclusive list of the important factors that could cause actual results to differ materially from those in such forward- looking statements includes the following: adverse general economic and market conditions; increased competition; pricing and policy term trends; fluctuations in the actions of rating agencies and the Company's ability to maintain and improve its ratings; investment performance; the loss of key personnel; the adequacy of the Company's loss reserves, severity and/or frequency of losses, greater than expected loss ratios and adverse development on claim and/or claim expense liabilities; greater frequency or severity of unpredictable natural and man- made catastrophic events, including pandemics such as COVID-19; the impact of acts of terrorism and acts of war; changes in regulations and/or tax laws in
The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with other cautionary statements that are included herein or elsewhere. All subsequent wri en and oral forward−looking statements a ributable to us or persons ac ng on the Company's behalf are expressly qualified in their entirety by these cautionary statements. The Company undertakes no obliga on to publicly update or revise any forward−looking statement, whether as a result of new information, future events or otherwise.
This presentation may contain non-GAAP financial measures as defined by Regulation G of the rules of the
©2024 |
22 |
Transaction Highlights
- Acquisition accelerates build-out of
Arch Insurance's U.S. middle market segment with a scalable platform that wrote$1.7B of GPW in 2023.
- In addition to scale, acquired business adds valuable distribution relationships with a broad group of retail brokers, in-house claims management capabilities, and strong underwriting expertise in Retail Property.
3 |
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Companies, which is contingent upon the completion of a legal separation from |
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prior) liabilities remaining with |
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- Priced to achieve attractive transaction IRR and to be accretive to EPS and ROE beginning in 2025.
- Arch to remain well capitalized pro forma after transaction.
Transaction enhances Arch's growth strategy in key insurance markets where underwriting expertise is a competitive advantage.
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33 |
Overview of Acquired Business (1/2)
Business Overview |
Geographic Distribution |
- Scaled Middle Market,
Programs and Entertainment
commercial business written out of
Provides admitted P&C coverages to middle market companies and specialized coverages to the entertainment sector for 30K+ accounts in all 50 states.
Business adds historically strong relationships with a broad group of retail brokers, in-house claims management capabilities, underwriting expertise in Retail Property and scalable platform for middle market business.
- Multiyear underwriting and operational transformation program launched under
Allianz ownership in 2017 has reshaped the book and improved performance. - Arch expects to further enhance underwriting and claims
management of the business through deployment of best- in-class analytics and customer-centric capabilities, and expansion in adjacent business lines.
GPW ($M)
0 |
10 |
25 |
50 |
250+ |
- Includes
Fireman's Fund Insurance Co. subsidiaries:American Automobile Insurance Co. ,Chicago Insurance Co. ,Interstate Fire & Casualty Co. , andNational Surety Co.
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Overview of Acquired Business (2/2)
Pro-Forma Business Mix1
4 % 16 % 22 %
Arch
7 % 2023 GPW:
9 %
13 %
Acquired
Business
2023 GPW:
Business Segments
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Provides standard commercial insurance products |
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Middle Market |
for mid-sized businesses. |
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Key lines include Commercial Property, General |
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including |
Liability and Commercial Auto, including package |
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package |
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capabilities. |
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capabilities |
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3,500+ clients with average account size of |
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distributed through retail brokers. |
11 % 12 %
.
Construction & National |
3 % |
13 % |
16% |
Accounts |
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E&S Casualty |
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6 % |
Total |
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Travel, Accident & |
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2023 GPW: |
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Health |
7 % |
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Warranty & Lenders |
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Solutions |
9 % |
Other
10 % 16 %
2 %
18 %
87 %
Entertainment
Professional Liability
Property, Energy,
Marine, Aviation
Programs
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MGA distributed commercial insurance for small |
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and mid-sized businesses. |
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Programs |
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Key lines include General Liability, Commercial |
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Property and Inland Marine. |
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30+ programs run through various MGA partners. |
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Focused on admitted monoline liability |
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Umbrella & |
placements for mid-sized businesses. |
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Excess |
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Distributed through regional, national and global |
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retail, as well as wholesale brokers. |
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Production coverage (film/TV) for studios and |
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Entertainment |
independent productions, and live entertainment |
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coverage (shell and touring, theatre, concerts, |
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festivals, event promoters). |
- Arch GPW contribution represents Insurance segment only.
©2024 |
55 |
Key Transaction Terms
Arch to acquire |
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Approximately |
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- Covers losses occurring after |
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Transaction1 |
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Fireman's Fund entities will front for |
its own paper and platform. |
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out-of-scope (all 2015 and prior) liabilities remaining with |
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Approximately 500 employees supporting the business, including underwriting and claims professionals, are expected to become Arch employees. |
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Total transaction value of |
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Deal Value |
- Cash consideration paid to seller of |
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- Estimated capital to support the business of approximately |
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The ultimate purchase price for the legal entities is not expected to materially impact Arch's view of the IRR or earnings accretion of the transactions. |
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Transaction is expected to be modestly accretive to EPS and ROE in 2025. |
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- Arch expects annual, incremental earned premiums of approximately |
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Financial Impact |
- Combined Ratio (CR) and expenses will be higher in the near term as we invest to integrate the business into Arch. |
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- Post-integration, the business is expected to run at a long-term target of low 90s CR. |
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Over long term, acquisition is expected to generate an attractive IRR and ROE. |
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Financing |
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Transaction will be funded 100% with cash. |
Approvals and |
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Expected to close in the second half of 2024. |
Timing |
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- Subsequent to closing,
Allianz may pursue a legal entity separation with Arch acquiring entities only containing in-scope business upon completion of separation; acquisition is not contingent on the separation
and separate regulatory approvals will be required. |
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66 |
Transaction Structure
Transaction structured as an asset purchase to ensure transfer of in-scope business only.
Arch to acquire |
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1 |
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through an asset purchase. |
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1 |
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Allianz Global Risks
Fireman's Fund
In-Scope Entities
Operations
Arch Reinsurance
Ltd.
2
LPT
Agreement
Co.
3
Fronting
Agreement
1
Operations
- The transaction includes intellectual property and in-force business of
Allianz MidCorp and Entertainment , fromFireman's Fund Insurance Co. and its subsidiaries.
2 The transaction contemplates a Loss Portfolio Transfer (LPT) for the in-scope business where losses occurring after
3
- Includes
Fireman's Fund Insurance Co. subsidiaries:American Automobile Insurance Co. ,Chicago Insurance Co. ,Interstate Fire & Casualty Co. , andNational Surety Co.
©2024 |
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Contact
Investor Inquiries:
|
|
Chief Financial Officer and |
Senior Vice President, |
Treasurer |
Financial Services |
441 278 9250 |
914 872 3666 |
©2024 |
88 |
Attachments
Disclaimer
Arch Insurance North America to Acquire Allianz’s U.S. MidCorp and Entertainment Insurance Businesses
05.04.2024 – AGCS to focus on U.S. Large Corporate and Specialty insurance with sale of U.S. MidCorp and Entertainment businesses to Arch Insurance North America
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