[April 15, 2015]

Fitch: No Impact to Ratings on EXOR Proposal to Acquire PartnerRe

Fitch Ratings has taken no rating action on PartnerRe Ltd. (PRE) following EXOR S.p.A.'s (EXOR) announced proposal yesterday to acquire PRE for $130 per share in cash ($6.4 billion). A full ratings list follows at the end of this release.

PRE is reviewing EXOR's proposal to determine its merit relative to PRE and AXIS's definitive agreement to combine as a 100% stock merger of equals, which was previously announced on Jan. 26, 2015. At that time, Fitch had placed PRE on Rating Watch Negative. The Negative Watch reflects an increased level of near-term uncertainty for PRE, including the departure of PRE's CEO Costas Miranthis immediately following the merger announcement with AXIS, and the potential for other key PRE employees that are not expected to be part of the combined company to depart PRE before the merger.

As such, with its ownership put into play, Fitch has considered PRE to be in a more vulnerable competitive position. The EXOR proposal does not lessen that vulnerability in Fitch's opinion.

Thus, should PRE accept EXOR's offer, Fitch would likely maintain PRE's ratings on Negative Watch. Upon successful completion of an acquisition of PRE by EXOR, the ultimate resolution of the Watch would be dependent on Fitch completing an analysis of EXOR's credit quality and strategic plan for PRE. Fitch does not rate EXOR, and does not have comprehensive details on EXOR's strategic intentions.

However, if the transaction with AXIS closes as planned, as previously discussed, Fitch would likely affirm PRE's current ratings with a Stable Rating Outlook. The PRE-AXIS merger would create a larger global specialty (re)insurer with significant size and scale.

Fitch's PRE rating action commentary published on Jan 26, 2015 related to the PRE-AXIS combination included the following rating sensitivities:

RATING SENSITIVITIES

Fitch could downgrade PRE's ratngs should the merger with AXIS fail to be completed or should PRE experience a significant loss of business, a departure of key personnel or an increase in risk profile prior to the closing of the merger with AXIS.

Fitch would expect to affirm PRE's current ratings with a Stable Rating Outlook if the transaction with AXIS closes as expected.

Fitch currently rates PRE and its subsidiaries as follows

PartnerRe Ltd.

--IDR 'A+';

--$230 million 6.5% series D cumulative redeemable perpetual preferred securities 'BBB+';

--$374 million 7.25% series E cumulative redeemable perpetual preferred securities 'BBB+';

--$250 million 5.875% series F non-cumulative redeemable perpetual preferred securities 'BBB+';

--$63 million junior subordinated notes due Dec. 1, 2066 'BBB+';

--$250 million 6.875% senior unsecured notes due June 1, 2018 'A';

--$500 million 5.5% senior unsecured notes due June 1, 2020 'A'.

Partner Reinsurance Company Ltd.

--IFS 'AA-'.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Fitch Places PartnerRe on Watch Negative on AXIS Merger Closing Uncertainties' (Jan. 26, 2015);

--'Insurance Rating Methodology' (Sept. 4, 2014).

Applicable Criteria and Related Research:

Insurance Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=756650

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