BRIARCLIFF MANOR, N.Y.--()--USI Holdings Corporation (“USI” or the “Company”) announced today that holders of approximately $192.6 million aggregate principal amount (representing approximately 86%) of its Senior Floating Rate Notes due 2014 (the “2014 Notes”) and holders of approximately $115.7 million aggregate principal amount (representing approximately 66%) of its 9.750% Senior Subordinated Notes due 2015 (the “2015 Notes,” and together with the 2014 Notes, the “Notes”) validly tendered their Notes prior to the consent payment deadline of 5:00 p.m., New York City time, on December 14, 2012 and that USI had accepted such tendered Notes for payment in accordance with the Offer to Purchase and Consent Solicitation Statement, dated December 3, 2012 (the “Offer to Purchase”).
Those holders who validly tendered their 2014 Notes received an aggregate of approximately $193.7 million, consisting of the total consideration of $1,000.47 per $1,000 principal amount of the 2014 Notes, which included a consent payment of $50.00 per $1,000 principal amount of the 2014 Notes, plus any accrued and unpaid interest on the 2014 Notes up to, but not including, the payment date.
Those holders who validly tendered their 2015 Notes received an aggregate of approximately $119.9 million, consisting of the total consideration of $1,025.19 per $1,000 principal amount of the 2015 Notes, which included a consent payment of $50.00 per $1,000 principal amount of the 2015 Notes, plus any accrued and unpaid interest on the 2015 Notes up to, but not including, the payment date.
In connection with the tender offer, USI solicited consents (“Consents”) from the holders of the 2014 Notes and the 2015 Notes to amend the respective indentures governing the 2014 Notes and the 2015 Notes (the “Amendments”). Since USI received Consents from greater than a majority in aggregate principal amount of the outstanding 2014 Notes and 2015 Notes, respectively, USI, the guarantors thereto and The Bank of New York Mellon, as Trustee (the “Trustee”), have executed supplemental indentures to the respective indentures to the respective indentures governing the 2014 Notes and the 2015 Notes, giving effect to the Amendments, which, among other modifications, eliminate substantially all of the affirmative and restrictive covenants, restrictions on the ability of USI to merge, consolidated or sell substantially all of its properties or assets and eliminate or modify certain events of default and certain other related provisions contained therein. Following the repurchase of the Notes described above, USI satisfied and discharged the Indentures governing the Notes.
Continuing Tender Offer
Holders who validly tender their 2014 Notes or 2015 Notes, as applicable, after 5:00 p.m., New York City time, on December 14, 2012, but at or prior to 11:59 p.m., New York City time, on December 31, 2012, unless extended or earlier terminated by the Company in its sole discretion, will receive the tender offer consideration of $950.47 per $1,000 principal amount of the 2014 Notes and $975.19 per $1,000 principal amount of the 2015 Notes, respectively, in each case, plus any accrued and unpaid interest up to, but not including, the final payment date, but will not receive the consent payment noted above.
The complete terms and conditions of the continuing tender offer are set out in the Offer to Purchase. The holders of 2014 Notes and 2015 Notes (as applicable) may obtain copies of all the tender offer documents, including the Offer to Purchase, free of charge by directing a request to D.F. King & Co., Inc., the Information Agent for the Offer, at 48 Wall Street, New York, New York 10005 and by telephone (212) 269-5550, for banks and brokers, or (800) 290-6426 for others. The Company has engaged Morgan Stanley & Co. LLC as Dealer Manager for the tender offer. Persons with questions regarding the tender offer should contact Morgan Stanley & Co. LLC at (212) 761-1057 (Call Collect) or (800) 624-1808 (Toll Free).
On November 30, 2012, the Company sent a conditional notice of redemption (the “Conditional Notice of Redemption”) to redeem any and all outstanding Notes on December 31, 2012 (the “Redemption Date”), subject to the terms and conditions set forth in the indentures governing the 2014 Notes and the 2015 Notes, respectively, at a redemption price for the 2014 Senior Notes of 100.000% of the principal amount thereof and for the 2015 Subordinated Notes of 102.438% of the principal amount thereof, plus, in each case, accrued and unpaid interest on the Notes redeemed to, but not including, the Redemption Date. Those Notes which were not validly tendered according to the terms of the tender offer are expected to be redeemed on December 31, 2012. The Redemption Condition (as defined in the Conditional Notice of Redemption) has been satisfied.
This press release does not constitute an offer to purchase or the solicitation of an offer to sell the 2014 Notes or the 2015 Notes or any other securities or a solicitation of Consents. The tender offer is made only by and pursuant to the terms of the Offer to Purchase, and the redemption is made only by and pursuant to the terms of the Conditional Notice of Redemption and indentures. Holders of the 2014 Notes or the 2015 Notes must make their own decisions as to whether to tender their 2014 Notes or 2015 Notes and deliver their Consents, and, if they decide to do so, the principal amount of 2014 Notes or 2015 Notes to tender.
About USI Insurance Services
Founded in 1994, USI is the 9th largest insurance broker in the United States and the 13th largest in the world. USI is headquartered in Briarcliff Manor, NY, and operates out of approximately 100 offices across the United States. Additional information about USI may be found at www.usi.biz.
This press release may contain forward-looking statements that are based on management’s current expectations and are subject to known and unknown uncertainties and risks, which could cause actual results to differ materially from those contemplated or implied by such forward-looking statements. USI is under no obligation to update any forward-looking statements contained herein should material facts change due to new information, future events or otherwise.