The insurance broker USI Holdings Corporation is to be acquired by the private equity arm of Goldman Sachs, GS Capital Partners. The transaction has been valued at approximately USD1.4 billion, including repayment of USI’s existing debt obligations.
The transaction has been approved by USI’s Board of Directors, but it has been recommend that USI’s stockholders approve the proposed merger. Under the terms of the merger agreement, USI stockholders will receive USD17.00 in cash for each share of USI common stock they hold. The transaction is expected to be completed later in 2007, subject to the receipt of stockholder and regulatory approvals.
“After careful analysis, the special committee and board have endorsed this transaction as being in the best interest of our stockholders,” says David Eslick, the Chairman and Chief Executive Officer of USI. “Our new partner is a world-leading private equity firm that believes in our commitment to investing in our people and is committed to working with us to deliver the most value for our clients and customers. USI’s success is driven by the ongoing efforts of our sales professionals and employees. I want to thank them for their efforts and assure them we will remain focused on sustaining profitable growth by delivering outstanding products and services to our clients.”
“Goldman Sachs has a long and successful record of investing in the financial services industry,” adds Henry Cornell, a Managing Director at GS Capital Partners. “We know that the success of our investment will be dependent on the talents and commitments of USI’s employees. We look forward to investing in the continued growth of USI, in this next chapter.”
Lazard Freres & Co. LLC will be acting as financial advisor, and Dewey Ballantine LLP as legal advisor, to the special committee. Lazard has provided a fairness opinion to the special committee. Goldman, Sachs & Co. are acting as financial advisor, and LeBoeuf, Lamb, Greene & MacRae LLP as legal advisor, to GS Capital Partners.