EFTA00826134.pdf

From: Richard Kahn To: "jeffrey E." <jeevacation@gmail.corn> Subject: Fwd: New Preferred Date: Mon, 06 Jun 2016 15:06:01 +0000 Attachments: red_VRPFD Jun2016.pdf Validus Holdings, Ltd. We are a provider of reinsurance and insurance, conducting our operations worldwide through four operating segments: Validus Re, Talbot, Western World and AlphaCat Validus Re is a Bermuda-based reinsurance segment focused on treaty reinsurance. Talbot is a specialty insurance segment, primarily operating within the Lloyd's insurance market through Syndicate 1183. Western World is a U.S.- based specialty excess and surplus lines insurance segment operating within the U.S. commercial market. AlphaCat is a Bermuda-based investment adviser, managing capital for third parties and the Company in insurance linked securities and other investments in property catastrophe reinsurance. We seek to establish ourselves as a leader in the global insurance and reinsurance markets. Our principal operating objective is to use ow capital efficiently by undenvriting primarily short-tail insurance and reinsurance contracts with superior risk and return characteristics. Our primary underwriting objective is to construct a portfolio of short-tail insurance and reinsurance contracts that maximizes ow return on equity subject to prudent risk constraints on the amount of capital we expose to any single event. We manage our risks through a variety of means, including contract terms, portfolio selection, diversification criteria, including geographic diversification criteria, and proprietary and commercially available third-party vendor catastrophe models. Richard Kahn HBRK Associates Inc. Begin forwarded message: From: "Pollard, James S" Subject: New Preferred Date: June 6, 2016 at 11:03:27 AM EDT To: "Richard Kahn > Cc: "Minsky, Julie" Rich, Details below and prospectus attached. a alldua Holdingl, Ltd. 04) Non-Cumulative Preference Shares Series A PRICE TALK: • 5.87570-6.0MAREA EFTA00826134  • Price talk subject to change, dependent on demand. Deal could potentially price below the initial price talk. Any changes In price talk should be communicated to clients. Expected Ratings: Bat (positive outlook)/ BBB- (stable outlook) / BBB (stable outlook) No HYDCARD or HYDFAA forms necessary. Maturity: Perpetual Optional Redemption: • Callable on or after Kdxx/21 © $25, or earlier upon the occurrence of a "tax event or "capital disqualification event. • Callable prior to xxixx/21 © $26 upon the occurrence of certain events. • SEE THE PROSPECTUS FOR ADDITIONAL DETAILS. Distributions: • Non-cumulative • Quarterly pay (March, June, September, December). • First coupon xxbcyJ16 (long first coupon) Expected Taxation: • CIDI: Yes' • DRD: No • If, as is intended, the Series A Preference Shares are approved for listing on the NYSE, dividends received by individuals and other non-corporate United States Persons on the Series A Preference Shares should constitute qualified dividend income that is subject to U.S. federal income tax at the rate applicable for long-term capital gains, provided that certain holding period requirements and other conditions are met. • There is a risk that dividends, if any, paid prior to the listing of the Series A Preference Shares on the NYSE may not constitute qualified dividend income. • Dividends paid on the Series A Preference Shares to U.S. corporate shareholders will not be eligible for the dividends-received deduction. • SEE PROSPECTUS FOR ADDITIONAL DETAILS Listing: NYSE Expected to list within 30 days after offering Expected symbol: VR PrA Size of Offering: • Announced S&e: 4mm shares • Final Size: xxmm shares Expected Settlement Date: ITBD Expected settle: T•5 Par Amount: Best, Jim James S. Pollard Registered Analyst Team Darrah I Merrill Lynch Wealth Management Team Darrah Website The information set forth herein was from sources. which we believe reliable but we do not guarantee its accuracy neither the information nor an opinion expressed constitutes a solicitation by us of the purchase or sale of any securities or commodities. The market information contained herein, including, but not limited to, prices, quotes, and statistics, has been obtained from sources that we believe to be reliable, but we do not offer any guarantees as to its accuracy or completeness. Past performance is no guarantee of future results. All information is subject to change without notice. Neither the information nor any opinion expressed constitutes a solicitation for the purchase or sale of any security or other instrument. Merrill Lynch considers your trade confirmations and monthly statements to be the official documentation of all transactions. Bank of America Corporation (Bank of America) is a financial holding company that, through its subsidiaries and affiliate companies, provides banking and nonbanking financial services. Merrill Lynch, Pierce, Fenner & Smith Incorporated is a registered broker-dealer, member of SIPC, and wholly owned subsidiary of Bank of America Corporation. EFTA00826135 Investment products: Are Not FDIC Insured Are Not Bank Guaranteed May Lose Value ©2009 Merrill Lynch, Pierce, Fenner & Smith Incorporated. All rights reserved. Member Securities Investor Protection Corporation (SIPC). This message, and any attachments, is for the intended recipient(s) only, may contain information that is privileged, confidential and/or proprietary and subject to important terms and conditions available at julp://www.bankofamerica.com/emaildisclaimer. If you are not the intended recipient, please delete this message. EFTA00826136