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"National in Presence... Local in Scope."

March 11, 2010
USI Holdings Corporation Acquires RA Bench Businesses


BRIARCLIFF MANOR, NEW YORK March 11, 2010 - USI Holdings Corporation ("USI"), today announced the closing of the acquisition of the insurance and financial services business of RA Bench ("RAB"), a Seattle, Washington, based wealth management, executive and group employee benefit insurance brokerage firm. The acquired RAB business, which will be integrated into USI’s existing Seattle office, is expected to contribute approximately $3.0 million in revenues to USI on an annual basis. Terms of the transaction were not disclosed.

Commenting on the acquisition, Michael J. Sicard, Chairman, President & CEO of USI, said, "RAB is a great addition and complement to our existing wealth management and employee benefits practice in the Pacific Northwest. This acquisition strengthens our position as one of the largest insurance brokerage firms in the Pacific Northwest. I am pleased to welcome Rod Bench and the rest of the exceptional professionals from RAB to our team."

About USI Holdings Corporation
Founded in 1994, USI is a leading distributor of property and casualty insurance and employee benefits products to businesses throughout the United States. USI is headquartered in Briarcliff Manor, NY, and operates out of 76 offices in 24 states. USI is a portfolio company of Goldman Sachs Capital Partners, a private equity affiliate of Goldman Sachs & Co. Additional information about USI may be found at www.usi.biz.

 


 



March 1, 2010
USI Holdings Corporation to Acquire Offices of National City Insurance Group in the States of Ohio, Kentucky, and Missouri


BRIARCLIFF MANOR, NEW YORK March 1, 2010 - USI Holdings Corporation ("USI"), announced today the closing of the previously announced acquisition of the retail employee benefit insurance brokerage offices in the states of Ohio, Kentucky, and Missouri of National City Insurance Group, Inc. ("National City Insurance") from The PNC Financial Services Group, Inc. National City Insurance is expected to contribute approximately $13.0 million in revenues to USI on an annual basis. Terms of the transaction were not disclosed.

About USI Holdings Corporation
Founded in 1994, USI is a leading distributor of insurance and financial products and services to businesses throughout the United States. USI is headquartered in Briarcliff Manor, NY, and operates out of 76 offices in 24 states. USI is a portfolio company of Goldman Sachs Capital Partners, a private equity affiliate of Goldman Sachs & Co. Additional information about USI may be found at www.usi.biz.

 


 



February 19, 2010
USI Holdings Corporation to Acquire Offices of National City Insurance Group in the States of Ohio, Kentucky, and Missouri


BRIARCLIFF MANOR, NEW YORK February 19, 2010 - USI Holdings Corporation ("USI"), announced today that it has signed a definitive agreement to acquire the retail employee benefit insurance brokerage offices in the states of Ohio, Kentucky, and Missouri of National City Insurance Group, Inc. ("National City Insurance") from The PNC Financial Services Group, Inc. National City Insurance is expected to contribute approximately $13.0 million in revenues to USI on an annual basis. The closing of the transaction, which is subject to certain conditions, is expected on or around the last week of February 2010. Terms of the transaction were not disclosed.

Michael J. Sicard, USI's chairman, president and CEO, said, "Through this acquisition, we expect to expand and strengthen our Midwest Regional Operation by adding a significant footprint in Louisville, St. Louis, and Cleveland. The National City Insurance professionals are aligned in our focus on growing the business and exceeding our client's expectations."

Thomas D. Cassady, USI's Midwest Regional CEO, said, "I am pleased to officially welcome the National City Insurance team and look forward to working together with them to benefit our clients through expanded insurance expertise. We expect this combination will strengthen our Midwest Region with expanded scale and scope."

About USI Holdings Corporation
Founded in 1994, USI is a leading distributor of insurance and financial products and services to businesses throughout the United States. USI is headquartered in Briarcliff Manor, NY, and operates out of 76 offices in 21 states. USI is a portfolio company of Goldman Sachs Capital Partners, a private equity affiliate of Goldman Sachs & Co. Additional information about USI may be found at www.usi.biz.

 


 



October 26, 2009
USI HOLDINGS CORPORATION ANNOUNCES COMPLETION OF $100 MILLION INCREMENTAL SENIOR SECURED TERM LOAN FACILITY


BRIARCLIFF MANOR, NEW YORK October 26, 2009 - USI Holdings Corporation ("USI" or the "Company") announced today that it completed the process and funded a new term loan in the amount of $100 million under its existing senior secured credit agreement. The Company plans to use the proceeds of the new term loan to pay down its revolving credit facility and for general corporate purposes. Michael J. Sicard, USI's chairman, president, and CEO, said, "We are very pleased with the response to our debt offering from the investment community. The proceeds from this offering enhance our financial flexibility and liquidity." Goldman Sachs Lending Partners LLC was the Sole Lead Arranger for the transaction.

About USI Holdings Corporation
USI Holdings Corporation is a leading distributor of property and casualty insurance and employee benefits products. For each of the past five years, the Company has been one of the top ten largest insurance brokers in the United States (according to Business Insurance, as measured by annual U.S. brokerage revenues). Through the Company's network of 77 local offices in 21 states, strong customer relationships and broad product offerings, the Company believes it is one of only a few insurance brokers that has national scale while maintaining a strong local market presence.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the anticipated closing of the tender offer. These statements are based on management's current expectations and are inherently subject to uncertainties and changes in circumstances. All forward-looking statements included in this press release are made only as of the date of this press release, and USI does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which USI hereafter becomes aware.



 


 


October 9, 2009
USI HOLDINGS CORPORATION ANNOUNCES LAUNCH OF INCREMENTAL SENIOR SECURED TERM LOAN FACILITY


BRIARCLIFF MANOR, NEW YORK October 9, 2009 - USI Holdings Corporation ("USI" or the "Company") has announced today that it will commence a process of securing a $100 million incremental senior secured term loan facility under the Company's existing senior secured credit agreement on Tuesday, October 13, 2009. Goldman Sachs Lending Partners LLC is the Sole Lead Arranger for the transaction.

This news release is neither an offer to purchase nor a solicitation to buy any of these Notes, nor is it a solicitation for acceptance of the tender offer.

About USI Holdings Corporation
USI Holdings Corporation is a leading distributor of property and casualty insurance and employee benefits products. For each of the past five years, the Company has been one of the top ten largest insurance brokers in the United States (according to Business Insurance, as measured by annual U.S. brokerage revenues). Through the Company's network of 77 local offices in 21 states, strong customer relationships and broad product offerings, the Company believes it is one of only a few insurance brokers that has national scale while maintaining a strong local market presence.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This news release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the anticipated closing of the tender offer. These statements are based on management's current expectations and are inherently subject to uncertainties and changes in circumstances. All forward-looking statements included in this press release are made only as of the date of this press release, and USI does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which USI hereafter becomes aware.



 


 


July 1, 2009
USI HOLDINGS CORPORATION ANNOUNCES TERMINATION OF ITS CASH TENDER OFFER FOR $100,000,000 MAXIMUM PAYMENT AMOUNT OF SENIOR FLOATING RATE NOTES DUE 2014 AND 9.750% SENIOR SUBORDINATED NOTES DUE 2015


BRIARCLIFF MANOR, N.Y., July 1, 2009 - USI Holdings Corporation ("USI" or the "Company") announced today that it has terminated its previously announced cash tender offer for $100,000,000 maximum payment amount of the outstanding Senior Floating Rate Notes due 2014 ("2014 Notes") and 9.750% Senior Subordinated Notes due 2015 (together with the 2014 Notes, the "Notes") of the Company due to minimal participation in the tender offer as of the early tender date. As a result of the minimal participation, the Company does not believe that it would have been able to realize the contemplated benefits of the tender offer to the Company. Any Notes that were tendered in the tender offer will be returned promptly to the tendering holders of such Notes.

This news release is neither an offer to purchase nor a solicitation to buy any of these Notes, nor is it a solicitation for acceptance of the tender offer.

About USI Holdings Corporation
USI Holdings Corporation is a leading distributor of property and casualty insurance and employee benefits products. For each of the past five years, the Company has been one of the top ten largest insurance brokers in the United States (according to Business Insurance, as measured by annual U.S. brokerage revenues). Through the Company's network of 78 local offices in 21 states, strong customer relationships and broad product offerings, the Company believes it is one of only a few insurance brokers that has national scale while maintaining a strong local market presence.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the anticipated closing of the tender offer. These statements are based on management's current expectations and are inherently subject to uncertainties and changes in circumstances. All forward-looking statements included in this press release are made only as of the date of this press release, and USI does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which USI hereafter becomes aware.



 


 


June 29, 2009
USI HOLDINGS CORPORATION ANNOUNCES EXTENSION OF ITS CASH TENDER OFFER FOR $100,000,000 MAXIMUM PAYMENT AMOUNT OF SENIOR FLOATING RATE NOTES DUE 2014 AND 9.750% SENIOR SUBORDINATED NOTES DUE 2015


BRIARCLIFF MANOR, N.Y., June 29, 2009 - USI Holdings Corporation ("USI" or the "Company") announced today that it has extended the early tender date and expiration date for its previously announced cash tender offer for $100,000,000 maximum payment amount of the outstanding Senior Floating Rate Notes due 2014 ("2014 Notes") and 9.750% Senior Subordinated Notes due 2015 (together with the 2014 Notes, the "Notes") of the Company.

The early tender date with respect to the tender offer, which was originally set to expire at 5:00p.m., New York City time, on June 26,2009, is being extended until 5:00 p.m., New York City time, on June 30, 2009 (the "Early Tender Date"), unless further extended. Holders of Notes who validly tender their Notes on or before the Early Tender Date will be eligible to receive the applicable Total Consideration, as set forth in the Offer to Purchase and the related Letter of Transmittal dated June 15,2009.

In addition, the tender offer, which was originally scheduled to expire at 12:00 midnight, New York City time, on July 13,2009, is being further extended until 12:00 midnight, New York City time, on July 14, 2009 (the "Expiration Time"), unless further extended. Holders of Notes who validly tender their Notes after the Early Tender Date, but on or before the Expiration Time, will be eligible to receive only the applicable Tender Offer Consideration, as set forth in the Offer to Purchase and the related Letter of Transmittal dated June 15, 2009. The Company will pay the Total Consideration or the Tender Offer Consideration, as applicable, plus all accrued and unpaid interest on the Notes purchased pursuant to the offer in same-day funds promptly after the offer expires (the "Settlement Date"), which is expected to be on or about July 15, 2009. All other terms, provisions and conditions ofthe tender offer will remain in full force and effect.

This news release is neither an offer to purchase nor a solicitation to buy any of these Notes, nor is it a solicitation for acceptance of the tender offer. USI is making the tender offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of USI or its affiliates, the Dealer Manager, the Depositary or the Information Agent is making any recommendation as to whether or not holders should tender their Notes in connection with the tender offer.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and Letter of Transmittal, each dated June 15,2009, that have been sent to holders of the Notes. Holders are urged to read the tender offer documents carefully. Copies ofthe Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the tender.offer, Global Bondholder Services Corporation, at (866) 387-1500 (toll free).

Goldman, Sachs & Co. is the Dealer Manager for the tender offer. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (212) 357-4692 or (800) 828-3182 (toll free).

About USI Holdings Corporation
USI Holdings Corporation is a leading distributor of property and casualty insurance and employee benefits products. For each of the past five years, the Company has been one of the top ten largest insurance brokers in the United States (according to Business Insurance, as measured by annual U.S. brokerage revenues). Through the Company's network of 78 local offices in 21 states, strong customer relationships and broad product offerings, the Company believes it is one of only a few insurance brokers that has national scale while maintaining a strong local market presence.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the anticipated closing of the tender offer. These statements are based on management's current expectations and are inherently subject to uncertainties and changes in circumstances. All forward-looking statements included in this press release are made only as of the date of this press release, and USI does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which USI hereafter becomes aware.



 


 


June 15, 2009
USI HOLDINGS CORPORATION COMMENCES CASH TENDER OFFER FOR $100,000,000 MAXIMUM PAYMENT AMOUNT OF SENIOR FLOATING RATE NOTES DUE 2014 AND 9.750% SENIOR SUBORDINATED NOTES DUE 2015


BRIARCLIFF MANOR, N.Y., June 15, 2009 - USI Holdings Corporation ("USI" or the "Company") announced today that it has commenced a cash tender offer for $100,000,000 maximum payment amount of the outstanding Senior Floating Rate Notes due 2014 ("2014 Notes") and 9.750% Senior Subordinated Notes due 2015 (together with the 2014 Notes, the "Notes") of the Company.

CUSIP Numbers

Title of Security

Aggregate Principal Amount Outstanding

Acceptance Priority Level

Tender Offer Consideration(1)

Early Tender Payment(1)

Total Consideration(1)

90333HAD3 and U91218AB0

Senior Floating Rate Notes due 2014

$225,000,000

       1

    $590

  $30

    $620

90333HAE1 and U91218AC8

9.750% Senior Subordinated Notes

due 2015

$175,000,000

       2

    $620

  $30

    $650

(1) Per $1,000 principal amount of Notes accepted for purchase.


Holders of Notes must validly tender and not validly withdraw their Notes on or before 5:00 p.m., New York City time, on June 26, 2009, unless extended, in order to be eligible to receive the applicable Total Consideration. Holders of Notes who validly tender their Notes after such date, but on or before 12:00 midnight, New York City time, on July 13, 2009, will be eligible to receive only the applicable Tender Offer Consideration. The Total Consideration and Tender Offer Consideration for each tranche of Notes are set forth in the table above. The aggregate principal amount of each tranche of Notes that is purchased in the tender offer will be based on the order of priority for such tranche, as set forth in the table above. In addition, the Company will pay all accrued and unpaid interest on the Notes purchased pursuant to the offer up to, but excluding, the Settlement Date (as defined below). The offer will expire at 12:00 midnight, New York City time, on July 13, 2009, unless extended or earlier terminated. The Company will pay the Total Consideration or the Tender Offer Consideration, as applicable, plus all accrued and unpaid interest on the Notes purchased pursuant to the offer in same-day funds promptly after the offer expires (the "Settlement Date"), which is expected to be on or about July 14, 2009. The Company expects to fund the purchase of Notes in the tender offer and to pay fees, expenses and state taxes arising from the tender offer with proceeds from an incremental senior secured term facility under the Company's existing senior secured credit agreement. An affiliate of the Company, which is also an affiliate of the Dealer Manager, has committed, subject to the satisfaction of certain conditions, to provide up to the full amount of the incremental senior secured term facility. Funding of the incremental term facility is one of the conditions to the Tender Offer with an original issue discount equal to 10% of the face amount and an interest rate of LIBOR plus 5.75% or a base rate determined by reference to the higher of (1) the federal funds rate plus 1/2 of 1% and (2) the prime rate of JPMorgan Chase Bank, N.A. ("ABR") plus 4.75%. The other terms of the incremental senior secured term facility, including the maturity date, will be substantially the same as the Company's existing Tranche B Term Loan. Funding of the incremental term facility is one of the conditions to the tender offer.

Additional terms and conditions of the tender offer are set forth in the Offer to Purchase and the related Letter of Transmittal dated June 15, 2009.

This press release is neither an offer to purchase nor a solicitation to buy any of these Notes, nor is it a solicitation for acceptance of the tender offer. USI is making the tender offer only by, and pursuant to the terms of, the Offer to Purchase and the related Letter of Transmittal. The tender offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of USI or its affiliates, the Dealer Manager, the Depositary or the Information Agent is making any recommendation as to whether or not holders should tender their Notes in connection with the tender offer.

The complete terms and conditions of the tender offer are set forth in the Offer to Purchase and Letter of Transmittal that are being sent to holders of the Notes. Holders are urged to read the tender offer documents carefully when they become available. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the tender offer, Global Bondholder Services Corporation, at (866) 387-1500 (toll free).

Goldman, Sachs & Co. is the Dealer Manager for the tender offer. Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (212) 357-4692 or (800) 828-3182 (toll free).

About USI Holdings Corporation
USI Holdings Corporation is a leading distributor of property and casualty insurance and employee benefits products. For each of the past five years, the Company has been one of the top ten largest insurance brokers in the United States (according to Business Insurance, as measured by annual U.S. brokerage revenues). Through the Company's network of 78 local offices in 21 states, strong customer relationships and broad product offerings, the Company believes it is one of only a few insurance brokers that has national scale while maintaining a strong local market presence.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will" or words of similar meaning and include, but are not limited to, statements about the anticipated closing of the tender offer. These statements are based on management's current expectations and are inherently subject to uncertainties and changes in circumstances. All forward-looking statements included in this press release are made only as of the date of this press release, and USI does not undertake any obligation to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur or of which USI hereafter becomes aware.

 


 

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For questions and inquiries regarding these transactions please contact Edward J. Bowler.

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