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[The following is a transcript of the conference call for investors held by SCPIE Holdings Inc. on October 17,
2007.]
Operator
Good day, ladies and gentlemen, and welcome to the SCPIE Holdings special conference call. My name is Tiwanda, and I will be your coordinator for today. At this time
all participants are in a listen only mode. We will conduct a question-and-answer session toward the end of this conference. (OPERATOR INSTRUCTIONS). As a reminder, this conference is being recorded for replay purposes. I would now like to turn the
call over to Mr. Howard Bender, Vice President of Communications, SCPIE Holdings. Please proceed, sir.
Howard Bende
r SCPIE Holdings VP, Communication
Thank you, and welcome to the special conference call to discuss yesterdays news release announcing that SCPIE has entered into a definitive agreement to be acquired by The Doctors Company. Speaking on this
mornings call is Donald J. Zuk, SCPIE President and Chief Executive Officer. Also participating on the call and available during the question-and-answer portion is Robert Tschudy, SCPIEs Chief Financial Officer. Before Don begins I would
like to remind you of SCPIEs Safe Harbor cautions.
On this call there are likely to be forward-looking statements that represent SCPIEs
expectations or beliefs concerning future events, including the consummation of the proposed transaction, its terms and timing. Risks and uncertainties concerning the transaction include the possibility that it does not occur or is delayed either
due to failure of meeting closing conditions, such as approval of SCPIE stockholders, securing regulatory approvals or other reasons. Additional factors that may cause actual results to differ from the forward-looking statements are included in the
Companys filings with the Securities and Exchange Commission. With that, I now turn the call over to Donald Zuk.
Donald J. Zuk
SCPIE Holdings President, CEO
Thanks, Howard, and good morning, everyone. As all of you know by now, yesterday we announced the signing of a definitive agreement to be acquired by The Doctors Company for $28 per share in cash. This equates to an
aggregate purchase price of approximately $281 million. The purchase price represents a 27% premium over the 22.09 per-share closing price of our stock on October 15, the last trading day prior to the announcement. We are very excited
about the transaction for both our stockholders and our policyholders. We believe it delivers outstanding value to our stockholders and itll create one of the largest physician and surgeon professional liability insurance companies in the
nation and maybe perhaps the largest.
Our Board of Directors has approved the proposed transaction and has resolved to recommend that stockholders also
approve it. The transaction also is subject to the receipt of regulatory approvals from the Department of Insurance in California, Delaware and Arkansas as well as approval from the SEC. Therefore the closing process can take upwards of 6 to 9
months.
Both SCPIE and The Doctors Company which is headquartered in Napa, California, were founded by physicians. We share similar values and together
believe we can be even more effective defending claims, leading tort reform and patient safety efforts and providing outstanding service and benefits. The combined company will serve nearly 19,000 physicians.
During the period immediately ahead, we will continue to keep you informed of SCPIEs progress along with any appropriate news pertaining to the transaction. I know
many of you have
questions. Bob Tschudy and I will try to answer them to the best of our knowledge at this time. I would add that we will have our third-quarter results
November the first and therefore we are not able to answer any financial questions pertaining to the third quarter. I would appreciate and respect your not asking questions pertaining to the third quarter.
And now operator, would you please open the call for questions?
Operator
(OPERATOR INSTRUCTIONS) Brad Evans, Heartland.
Brad Evans
Heartland Analyst
I just was hoping to get a little background on the transaction. I realize that Deutsche Bank was your financial adviser in this transaction. Was there an auction or how was the process conducted in terms of
soliciting interest in SCPIE from various parties?
Donald J. Zuk
SCPIE Holdings President, CEO
There are really two parts to answer
that; one you didnt even ask, but it tells you why we decided to go with an investment banker to do the process we did. One, we certainly analyzed where we were as far as our growth of the company, marketshare, the conditions in the
marketplace, et cetera. Over the last several years weve had informal visits with several companies discussing various items concerning a possibility of getting together. The Board of Directors decided that the best way to really do something
of this nature would be to have an auction. It is in the best interest of the stockholders rather than just [tayatan]. So the decision was made to have an auction by the Board. We had the beauty contest. Deutsche Bank was selected as the banker. And
we proceeded with the exercise. Brad, hopefully that answers your question.
Brad Evans
Heartland Analyst
Where
there multiple parties that submitted indications of interest?
Donald J. Zuk
SCPIE Holdings President, CEO
Yes, there were. It was an extensive
effort on their part, and there were multiple parties who replied or were interested in the exercise.
Brad Evans
Heartland Analyst
Can I
ask you just when you look at your three publicly traded peers, valuations range anywhere between I guess 140 to 170 of book value and this transaction implies a valuation of about 1.2 times book value for SCPIE. Can you just talk about what were
the major drivers that you think caused the transaction to be consummated at such a large discount to your publicly traded peer group?
Donald J. Zuk
SCPIE Holdings President,
CEO
Well, I mean a large discount I mean I think if you look at, I put a question mark on that. If you look at the Company, if you
look at where we have been over the last five years, the problems the Company encountered from our business in the assumed reinsurance area and the out-of-state business, what we went through to bring the Company back to its present state was a
tremendous Herculean effort on all parts. We attained a certain degree of success. We analyzed market conditions. Weve analyzed many, many factors that go into having the larger multiples. And in the interest of the stockholder and looking at
it, we decided, the Board decided that the effort to try to get to that kind of a multiple would take several years, at least three years to five years. And in the best interest of the stockholder it was better to take a good offer like this now
than to speculate as to what three to five years would bring us.
Brad Evans
Heartland Analyst
So you are indicating you believe that the
reinsurance and direct healthcare on top of the Highlands insurance exposures, those three issues those three issues that continue to overhang the Company warranted such a significant discount to the publicly traded peer group, is that
correct?
Donald J. Zuk
SCPIE Holdings President, CEO
I guess, where I disagree with you Brad is when you think it is such a significant discount.
If you look at it from a purely mathematical point of view I guess you are correct or I would say obviously you are correct from a mathematical point of view. I think you have to look at it, as I said, from where the Company has been and where it is
today.
Brad Evans
Heartland Analyst
No doubt I mean no doubt. I think, the reinsurance liability has fallen from over $100 million in
2003 to something on the order of 40 some million as we sit here today and the direct healthcare liability has gone from $125 million down to $28 million, and the case count has fallen from over 700 to 100. And the Highlands insurance liability has
fallen from over midteens to down to 5 to 6 million. So you guys have done a nice job of gradually working down those exposures. I guess I am just and the reason I ask the question is because a tenth of a percent in terms of a multiple point
is almost $2 a share, so the difference between 1.2 times book and 1.4 which would put you at the low end of your peer group, you know that is a pretty significant that is a significant number relative to $28. So that is why I ask the
question.
Donald J. Zuk
SCPIE Holdings President, CEO
Again, the only logical way you can really answer that question, is as I said to look were
weve been. Now thank you for the compliment for my management staff. However, we still have a ways to go before it is all off the book, so to speak. And if you accept my statement and dont forget not having an A rating from A.M. Best
very detrimental in producing new business. So if you will check and see, and I think youve done this already, Brad, you will see the decline in our premium volume over the last several years has been there. And so we dont have topline
growth. We are showing profits as you see over the last several quarters. We have made good progress.
But the Board sitting there says to themselves, if you dont mind my paraphrasing, its going to take us
approximately three to five years to get to X. Lets say its the multiple you are looking for versus where we are today. And no one knows what the future brings. By that statement I mean, it is merely speculation as to how long it will
take us to obtain the rating. We are in a very, very soft market. Growth is extremely hard. It is our opinion, managements opinion that it will be at least two years, more like three years before the market hardens again. And in a soft market
with our rating we are just not going to get to the point where we are going to give the stockholder the kind of return you are just talking about. So that creates the problem of do you take the chance and sweat it for three to five years to get to
that multiple, or do you accept a very good offer at this point in time? It was the full Boards feeling that the best thing for the stockholder was to take a good offer at this point in time rather than speculate for the next three to five
years and that is the honest answer for you, Brad.
Brad Evans
Heartland Analyst
Thanks for the response, and I will get back in
queue and I will cede the floor to someone else.
Operator
[Ethan Johnson], Ramius Capital.
Ethan Johnson
Ramius Capital
Analyst
I just had a few questions, so well knock them off in order. What is the pro forma market share of the combined company
in California?
Robert Tschudy
SCPIE Holdings CFO, SVP, Treasurer
That is a little bit difficult to answer in the fact that if you are trying to
look at what we think would be the combined market share of doctors, if you will, that are available to be insured, in other words take out the governments and people who are self-insured and stuff like that. It would be less than 30%, maybe
somewhere between 25 and 30%.
Ethan Johnson
Ramius Capital Analyst
Okay, and I guess does that sync with how you presented I
guess the share of medical malpractice premiums written?
Robert Tschudy
SCPIE Holdings CFO, SVP, Treasurer
What you see in terms of the
share of medical malpractice premium it would be much lower than that I believe because of the that includes hospital when you look at A.M. Best or you look at any of the NAIC publications relative to market share in terms of premium,
that includes hospitals and things that we dont even write.
Ethan Johnson
Ramius Capital
Analyst
Next question is, what is the amount of the excess cash on the balance sheet that is available for the buyer to use in funding the
acquisition?
Robert Tschudy
SCPIE Holdings CFO, SVP, Treasurer
We cant really speak for The Doctors Company in terms of how they are going
to do it, but I would say, suggest that they have a lot of cash in excess of what would appear to be excess capital, and certainly liquid investments that should not create a problem relative to their ability to close.
Ethan Johnson
Ramius Capital
Analyst
What is your excess capital?
Robert Tschudy
SCPIE Holdings CFO, SVP, Treasurer
I was talking about The Doctors Company.
Ethan Johnson
Ramius Capital Analyst
I understand. What is your excess capital?
Robert Tschudy
SCPIE Holdings CFO, SVP, Treasurer
Well, our excess capital, as Don talks about and Don had mentioned, quite frankly, in relationship to the A.M. Best rating and things like that doesnt exist. We may think that there is excess capital, but the
point is that until you are A rated by A.M. Best the rating agencies are suggesting you dont have any excess capital.
Ethan Johnson
Ramius Capital Analyst
Understood. Thank you. The last question is just the regulatory, the SEC filing last night suggested that this was not the superior offer. And so I imagine the Board disagrees with that. And so I guess my the question
that it raises is how many offers were there that were for consideration or implied consideration above $28? And if you could explain why, I guess if you can explain why the Board decided those offers were inferior.
Donald J. Zuk
SCPIE Holdings President,
CEO
I cant get into certain confidentiality areas. I can say this. The Board spent an exhaustive amount of time reviewing all the
proposals, and in their judgment, the Boards judgment this was the very best proposal. And other than that I dont really believe I can comment. I can just tell you from my perspective I thought the Board did a thorough, thorough job of
vetting that question, looking at all the offers that came in and what it meant to the stockholder. And the Board clearly thought that this was the best offer at this point in time for the stockholders.
Ethan Johnson
Ramius Capital
Analyst
Was there an offer in excess of $28?
Robert Tschudy
SCPIE Holdings CFO, SVP, Treasurer
No, there was no offer in excess of $28. If you take a stock, and you know this as well as I if not better, if you take a stock today that doesnt tell you what the
price is going to be tomorrow or three months from now or six months from or two years from now. As I said to Brad earlier on the call we could speculate if SCPIE made this move three years from now the stock might be double what it is today.
But there is an old adage this is my adage, but I think it is a good one. A bird in the hand is worth two in the bush and this was a very good offer by the company, The Doctors Company. And it was superior by the Boards analysis than
any other offer. And that is why it was taken.
Ethan Johnson
Ramius Capital Analyst
So in other words, there may have been an
offer in excess of $28 in stock now, but the Board decided that there was an uncertainty as to how that stock would (multiple speakers)
Donald J. Zuk
SCPIE Holdings President, CEO
No, that is not correct. There was not an offer better than $28. That is not correct. The best offer was $28.
Ethan Johnson
Ramius Capital
Analyst
Okay. Thank you for the clarification.
Operator
Ron
Bobman, Capital Returns.
Ron Bobman
Capital Returns
Analyst
Hi, its Ron Bobman. I just had a couple of questions; when was Deutsche Bank engaged by the Company?
Donald J. Zuk
SCPIE Holdings
President, CEO
Deutsche Bank was engaged I dont have the exact date for you. I would say it was least a year ago, maybe
more like 14 months ago. Here it was, January 2007.
Ron Bobman
Capital Returns Analyst
January 07. And I think the first
caller, the fellow from Heartland when you were responding to him, Don, you talked about this was the trade-off of sort of continuing to go it alone and grow the business or sustain the business organically as compared to this $28 offer. And I am a
little surprised. I recall the second quarter call I guess it was probably in mid-August or so in the discussion there you talked about, very much about a plan to look at additional space to grow into and to stay it alone and retain capital for the
ultimate objective of getting the A- or A category rating. And so I am surprised that you made those statements while at the same time Deutsche Bank had been engaged and obviously you were pretty far along in an auction process, that you would speak
that way given the backdrop unbeknownst to the shareholders.
Donald J. Zuk
SCPIE Holdings President, CEO
Im awfully sorry but I have to
disagree with your statement. I do not recall ever saying that we are going out-of-state again or anything of that nature.
Ron Bobman
Capital Returns Analyst
You should look at a transcript because it is definitely there.
Donald J. Zuk
SCPIE Holdings President, CEO
I definitely will, but that is not my recollection at all. I may have said something to the effect that in the future we might take a look if the opportunity presented itself when we had an A rating or something of that nature for future
growth, but I never said definitively that we were going out-of-state. If someone were to ask me a general question about what is the marketing plan, I think thats it was someone asked, what is your marketing plan or what is your goal for the
next several years? I would say a] to get the A rating back, b], to explore good business opportunities not only here in the state, but out-of-state if the opportunity was there. And it made sense to do. But I did not ever say definitively that we
were going to go out-of-state. That is not in my opinion a correct assumption.
Ron Bobman
Capital Returns Analyst
That isnt what I said today.
Donald J. Zuk
SCPIE Holdings President,
CEO
Management maintains a strategy for different avenues, so you always have to have a strategy. And on that call if the question was asked
in general terms like Ive just answered it, I wouldve had to have given that answer because if I didnt, if I said well were not doing anything that would have been a total capitulation that we were seriously considering doing
something with the Company. So I had to given an answer based on strategies that if this did not materialize we wouldve gone down a different road. We felt this was the best avenue to go down, so I dont see a conflict there at all.
Ron Bobman
Capital Returns Analyst
I do because the question was about capital but you can look at a transcript and continue to
disagree. Are you have you gotten a fairness opinion?
Donald J. Zuk
SCPIE Holdings President, CEO
Yes, weve received a fairness
opinion from Deutsche Bank.
Ron
Bobman
Capital Returns Analyst
Deutsche Bank also provided that?
Donald J. Zuk
SCPIE Holdings
President, CEO
That is correct.
Ron Bobman
Capital Returns Analyst
Don, earlier I think again answering the fellow from Heartlands question you said the full Board was in support or behind this $28 deal with The Doctors Company.
Donald J. Zuk
SCPIE Holdings President, CEO
Im sorry, I stand corrected if I said the full Board. There was one abstention.
Ron Bobman
Capital Returns Analyst
So short of the one abstention everyone else voted in favor of the deal?
Donald J. Zuk
SCPIE Holdings President,
CEO
The merger agreement had been approved by the Companys Board, and with the requirements of Delaware law, and the details regarding
the merger are going to be discussed in that proxy statement, which we mailed to all of you for the stockholder meeting. So that is basically the answer.
Ron Bobman
Capital Returns Analyst
So it wasnt the full Board.
Donald J. Zuk
SCPIE Holdings President, CEO
N
O
.
Ron
Bobman
Capital Returns Analyst
What is the ballpark time you think the proxy will be out? Thats my last
question.
Donald J. Zuk
SCPIE Holdings President, CEO
I think it will be out in January.
Ron Bobman
Capital Returns
Analyst
Thanks a lot.
Operator
Peter Seuss, SuNOVA
Capital.
Peter Seuss
SuNOVA Capital Analyst
Congratulations on doing the deal. Just had one quick follow-up to a previous discussion. I think
you mentioned that there were no official offers above 28, though at the same time you had a discussion whether or not you are willing to take stock in a deal. So my question is really your opinion of not wanting to take stock in a deal, did that
kind of prevent anyone from making an offer above $28 with their stock, so was there almost an implied offer above $28? And if you could just provide any color as to how any discussions involving an offer with stock went, that would be great.
Donald J. Zuk
SCPIE Holdings President, CEO
There were offers with stock, but you have to understand something that todays offer is
not what would be the price at closing. The 20 day moving average at the close of six to nine months
would be what it is. And so you have to take that into consideration. What was used as of now or as the date the Board met and reviewed it was $28. There was
not you could speculate as to whether the stock will go up in six months or not. The Board accepted the offer for the acquisition of the Company that it felt was in the best transaction reasonable available for the Companys
stockholders. We cant comment on other acquisition proposals because of confidentiality obligations, so I tried to answer that to the best of my ability.
Peter Seuss
SuNOVA Capital Analyst
And just out of curiosity, obviously in talking to the management and looking at the entire industry in all geographies, the reserve development has been extremely
favorable. And I am just wondering you guys seem like you have been a little bit less aggressive than peers in releasing those reserves in your core business Im talking about. And Im just wondering in the discussions what did you get
paid per se, per dollar of reserve redundancy approximately? Were they willing to give you credit for that reserve redundancy in the deal, or did the premium to the book value really just come from your current retention of new business and they did
not give you any credit for reserve redundancy?
Robert Tschudy
SCPIE Holdings CFO, SVP, Treasurer
I dont first of
all I would suggest that I dont think that I would disagree with your comment that we have not been as aggressive as other people in the public marketplace relative to release of reserves. I think our position has always been very consistent
in terms of our ability to start the exercises weve talked about on many times during the quarterly calls. In terms of reserving the current year conservatively and then if nothing happens and develops that allows you to take it down in the
future.
What I dont what is very difficult for us to project, I guess, is where we stand relative to our overall projection and another
company stands in its overall projection. I think where you may have seen people commented in the past about large reductions, those are people who get caught just almost having too many reserves that their accountants and the SEC just cant
abide by. We have been very consistent certainly over the last five years as to our relative position to that, and I dont think that has changed at all.
Now did The Doctors Company take that into consideration? The only thing I can say along those lines is the fact that The Doctors Company and all the other people that we were talking to during this timeframe had full access to all of our
actuarial work and stuff like that and I would presume that it was taken into consideration by everybody.
Peter Seuss
SuNOVA Capital Analyst
With respect to the noncore businesses, since you hired Deutsche Bank back in January did you guys explore trying to pay somebody to take those liabilities off your balance sheet? And if so, any color as to how much that would have cost to
do. And in this deal was it implied that you would have to take further hits in the noncore business or no?
Robert Tschudy
SCPIE Holdings CFO, SVP,
Treasurer
Well, I think we have talked in the past that we are and continue in active mode of trying to commute and negotiate, if you will,
settlements for those areas in the assumed reinsurance primarily that makes sense. However, I think somebody had commented earlier that weve reduced that by a significant amount, which is nice and I guess I appreciate the comment, but the
largest piece that is left is the high-level [AUK EK] business and as weve talked in the past on that, bad that still has risk in it. And its still a pretty large number on a gross basis. So the answer is it is one thing to do a
commutation when people agree as to what the ultimate risk is and you are simply kind of maybe arguing about a little bit of well, there is this the IBNR could be X, it could be Y, something like that. It is different, totally different when
there is still risk in the portfolio because it is not at its normal commutation timeframe. And when that happens the price goes up significantly in our experience. And so therefore I think that in order to get rid of AUK EK, although weve
held discussions we are probably looking at a significant number, yes, if you wanted to get rid of it today.
Peter Seuss
SuNOVA Capital Analyst
Okay. Significant, though, just meaning larger than I mean I think in the past you guys have kind of indicated it would maybe just when youre looking at the company value it by and taking a dollar haircut to that business, do
you think its actually worse than that? Or in the sale of the Company did no one give you credit for that comment?
Robert Tschudy
SCPIE Holdings CFO, SVP, Treasurer
We are not privy, obviously, to anybody and all the people that were discussed. We are not privy to how they did their valuations, per se, but if you are asking whether somebody put a significant number on it, I
dont really know, Peter.
Peter Seuss
SuNOVA Capital Analyst
Okay and sorry.
Robert Tschudy
SCPIE Holdings
CFO, SVP, Treasurer
If they did it was remarkably consistent.
Peter Seuss SuNOVA Capital
Analyst
One last question just on the excess capital, a comment from before. If you did have an A rating right now, looking at comparable companies and
what they are allowed to lever up to, what would your debt to equity be in your ideal world?
Robert Tschudy
SCPIE Holdings CFO, SVP, Treasurer
Debt to equity or premiums to surplus?
Peter Seuss
SuNOVA Capital
Analyst
Premiums to surplus, I guess. I am wondering how much excess capital you would have if you had the A rating and thus were able to
actually use your excess capital.
Robert Tschudy
SCPIE Holdings CFO, SVP, Treasurer
Well, I think
Peter Seuss
SuNOVA Capital
Analyst
Because Im sure that played into the deal, right? Because this company will be able to access that excess capital?
Robert Tschudy
SCPIE Holdings CFO, SVP, Treasurer
To a degree that doing the transaction doesnt hurt their own rating I would
presume that that is true. Again, we are not we dont have all the details as to what they were doing on the other side. But I think an A rated company I think by what you see out in the marketplace not just The Doctors Company
but other med mal companies primarily is certainly looking at something that is probably saying that they could increase writing at least the one-to-one, maybe 1.2 to 1.
Peter Seuss
SuNOVA Capital
Analyst
Okay. Sounds good. Thank you for taking the time.
Operator
Brad Evans, Heartland.
Brad Evans
Heartland Analyst
Thanks for taking the follow-up. I guess for Don, when you look at all the potential transactions that could materialize here, do you personally believe that The Doctors transaction is one that is best for current SCPIE employees as well as
shareholders? In other worse, does this transaction marry in your view the interest of both constituencies, in your view?
Donald J. Zuk
SCPIE Holdings President, CEO
Number one, Brad, I am sure you know this under Delaware law when you go into these types of negotiations or discussions or auction or whatever you want to call it, you cannot take into consideration your employees as
far as is this company A better than B company because my employees will have a job with A company where they might not have a job with B company. A or B company is always speculation as to a new company or a merger partner would keep or not keep.
So that is purely speculation. And that is not a consideration for the whole Board or me personally because under Delaware law, and I am a director, an employee director, you just cant take that into any kind of consideration when you review
the bid process.
Brad Evans
Heartland Analyst
Thank you for the response.
Operator
(OPERATOR INSTRUCTIONS)
Donald J. Zuk
SCPIE Holdings
President, CEO
All right. If there are no further questions, I thank you very much, and we will talk to you in November. Thank you so
much.
Operator
Ladies and gentlemen, thank you for joining in todays presentation. You may now disconnect, and have a great day.
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