| ESG Re Limited | |||
| Ticker: | ESREF | Skandia International House, 16 Church Street | |
| Exchange: | NASDAQ-National Market | Hamilton, BERMU HM 11 | |
| Industry: | Financial (SIC Code 6321) | 4412952185 | |
| # of Employees: | 35 | ||
| Type of Shares: | Common Shares | Filing Date: | 11/17/97 | |
| U.S. Shares: | 9,000,000 | Offer Date: | 12/12/97 | |
| Non-U.S. Shares: | 0 | Filing Price: | $20.00 | |
| Primary Shares: | 9,000,000 | Offer Price: | $20.00 | |
| Secondary Shares: | 0 | Gross Spread: | $1.30 | |
| Offering Amount: | $180,000,000 | Selling: | $0.78 | |
| Expenses: | $2,000,000 | Reallowance: | $0.10 | |
| Shares Out After: | - |
| Manager | Tier | Phone |
| Deutsche Morgan Grenfell | Lead Manager | (212) 469-5600 |
| Conning & Company | Co-manager | |
| Donaldson, Lufkin & Jenrette Securities Corp. | Co-manager | (212) 371-0641 |
| Stephens Inc. | Co-manager | (501) 377-2130 |
| Issuer's Law Firm: | Paul, Weiss, Rifkind, Wharton & Garrison |
| Bank's Law Firm: | Debevoise & Plimpton |
| Auditor: | Deloitte & Touche |
| Registrar/Transfer Agent: | State Street Bank and Trust Company |
Dollar amounts in U.S. millions except for per share data | |||||
| Full Year Audited Income | Latest Unaudited Income | Prior Unaudited Income | Balance Sheet | ||
| 12/31/96 | 12/31/96 | ||||
| Revenue: | $4,149.50 | Assets: | $2,518.70 | ||
| Net Income: | -$162.60 | Curr Assets: | $1,119.90 | ||
| EPS: | Liabilities: | $3,007.50 | |||
| Prior EPS: | Curr Liabilities: | $3,007.50 | |||
| Cash Flow/Oper: | $135.30 | Equity: | -$488.80 | ||
| Cash Flow/Fin: | $10.90 | Cash: | $15.00 | ||
| Cash Flow/Inv: | -$152.50 | Working Cap: | -$1,887.60 | ||
| Business Description |
| The company will provide accident, health, life and special risk REINSURANCE to insurers and selected reinsurers on a worldwide basis. The Company intends to become a leading specialist reinsurer writing for its own account with a priority of UNDERWRITING PROFITABILITY. Since 1994, the Company, through its subsidiary, ES Management, has provided UNDERWRITING management services by operating as a personal and special risk reinsurance underwriter on behalf of certain reinsurers. ES Management has performed the principal underwriting functions normally handled by a reinsurer, including risk analysis, pricing, contract structuring, claims management and LOSS RESERVE estimation on behalf of certain companies (its "reinsurance partners") participating in reinsurance pools arranged by ES Management, or under FACULTATIVE or treaty arrangements outside of the pools. Under the pool arrangements, the reinsurance partners each assume a contractually fixed share of the risk underwritten by ES Management, which does not assume risk for its own account. ES Management receives up to 9.5% of the premiums (plus a profit commission) paid by CEDING CLIENTS in consideration for its management services, with the remainder of the premiums paid to its reinsurance partners in consideration for assuming the reinsurance risk. ES Management's reinsurance partners have included Swiss Re Life & Health/The Mercantile and General Life Reinsurance Company Limited, Manulife Reinsurance, AXA RE VIE and Skandia International Insurance Corporation. |
| Competition |
| The reinsurance industry is highly competitive. The Company will compete with major domestic and foreign insurers and reinsurers, some of which have substantially greater financial, marketing and management resources than the Company. Competition in the types of reinsurance business that the Company intends to underwrite is based on many factors, including the perceived financial strength of the reinsurers, premium charges, other terms and conditions offered, services provided, ratings assigned by independent rating agencies, speed of claims payment and reputation and experience in the line of reinsurance to be written. Ultimately, this competition could affect the Company's ability to attract business on terms having the potential to yield appropriate levels of profits. Ratings by insurance rating agencies are based on a quantitative evaluation of performance with respect to profitability, leverage and liquidity and a qualitative evaluation of spread of risk, reinsurance programs, investments, reserves and management. The Company is not currently rated by any of the major independent rating agencies. Insurance ratings are used by insurers and reinsurance intermediaries as an important means of assessing the financial strength and quality of reinsurers. Subsequent to the completion of the Offerings, the Company will seek a rating by a major credit rating agency as to claims payment ability. In the event that such an early and adequate rating cannot be obtained, the lack of such a rating may dissuade a ceding client from reinsuring with the Company. The Company and its subsidiaries are not licensed or admitted as reinsurers in any jurisdiction other than Bermuda, Ireland and Germany. Because many jurisdictions do not permit insurance companies to take credit for reinsurance obtained from unlicensed or non-admitted insurers on their statutory financial statements unless security is posted, the Company's reinsurance contracts may frequently require it to post a letter of credit or other security immediately or after a reinsured reports a claim. Although the Company intends to seek a letter of credit facility, it does not yet have one and no assurances can be made that it will be able to obtain a letter of credit facility on terms favorable to the Company. There can be no assurances that increased competitive pressure from current reinsurers and future entrants and the lack of a rating by insurance rating agencies will not adversely affect the Company. |
| Business Plan |
| The Company believes that it is well positioned to benefit from these market growth developments because of ES Management's reputation as a lead underwriter, its risk-oriented approach and its far-ranging and well-established relationship network. While continuing ES Management's strategy of placing primary emphasis on underwriting profitability rather than market share, the Company's goal is to underwrite gross premiums written exceeding $190 million in 1998 and $300 million in 1999. There can be no assurance that this goal will be achieved. |
| Use of Proceeds |
| The proceeds from the proposed offering will be used for general corporate purposes. |
| Officer Name | Title | Age |
| Anthony Parfitt | Audit and Compliance Officer | 31 |
| John C. Head III | Chairman of the Board | 49 |
| Renate M. Nellich | Chief Executive Officer of ES North America | 59 |
| Gerhard Jurk | Chief Financial Officer and Director | 48 |
| Steven H. Debrovner | Chief Operating Officer | 60 |
| Wolfgang M. Wand | Managing Director and Chief Executive Officer | 45 |