CHICAGO--(BUSINESS WIRE)--Hub International Limited (“Hub”), a global insurance broker, announced today that it has commenced a cash tender offer to purchase any and all of its outstanding $740,000,000 aggregate principal amount of 8.125% Senior Notes due 2018 (the “2018 Senior Notes”). In connection with the tender offer, Hub is soliciting consents to proposed amendments that would eliminate substantially all of the restrictive covenants and certain events of default provisions contained in the indenture governing the 2018 Senior Notes (the “Indenture”). The tender offer and consent solicitation (collectively, the “Offer”) is being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated September 9, 2013 (the “Statement”).
The Offer is being made by Hub in connection with the August 3, 2013 agreement to be acquired by affiliates of Hellman & Friedman Capital Partners VII, L.P.
The Offer is scheduled to expire at 11:59 p.m., New York City time, on October 4, 2013, unless extended (“Expiration Time”). Holders who validly tender their 2018 Senior Notes and provide their consents to the amendments to the Indenture before 5:00 p.m., New York City time, on September 20, 2013, unless extended (the “Consent Expiration”), will be eligible to receive the Total Consideration (as defined below). The Offer contemplates an early settlement option, so that holders whose 2018 Senior Notes are validly tendered prior to the Consent Expiration and accepted for purchase could receive payment on an initial settlement date, which is currently expected to be October 2, 2013, subject to certain conditions, including the Merger Condition, the Financing Condition and the Supplemental Indenture Condition (each as defined in the Statement). Tenders of 2018 Senior Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Deadline (as defined below). Holders who validly tender their 2018 Senior Notes after the Consent Expiration and prior to the Expiration Time will be eligible to receive only the Tender Offer Consideration (as defined below) on the final settlement date, which is expected to be the next business day after the Expiration Time.
The Total Consideration for each $1,000 principal amount of 2018 Senior Notes validly tendered and not validly withdrawn prior to the Withdrawal Deadline is $1,117.18, which includes a consent payment of $30.00 per $1,000 principal amount of 2018 Senior Notes. Holders tendering after the Consent Expiration will be eligible to receive only the Tender Offer Consideration, which is $1,087.18 for each $1,000 principal amount of 2018 Senior Notes, and does not include a consent payment. Holders whose 2018 Senior Notes are purchased in the Offer will also receive accrued and unpaid interest from the most recent interest payment date for the 2018 Senior Notes up to, but not including, the applicable settlement date.
In connection with the Offer, Hub is soliciting consents to certain proposed amendments to the Indenture. Holders may not tender their 2018 Senior Notes without delivering consents or deliver consents without tendering their 2018 Senior Notes. No consent payments will be made in respect of 2018 Senior Notes tendered after the Consent Expiration. Following receipt of the consent of holders of a majority in principal amount of the outstanding 2018 Senior Notes, Hub will execute a supplemental indenture to amend the Indenture to eliminate substantially all of the restrictive covenants and certain events of default provisions contained in the Indenture. The supplemental indenture will be effective at that time, but it will not become operative until Hub has purchased a majority in principal amount of the outstanding 2018 Senior Notes.
Tendered 2018 Senior Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time, on September 20, 2013, unless extended (the “Withdrawal Deadline”), but generally not afterwards, unless required by law. Any extension or termination of the Offer will be followed as promptly as practicable by a public announcement thereof.
The Offer is subject to the satisfaction of certain conditions including: (1) receipt of consents to the amendments to the Indenture from holders of a majority in principal amount of the outstanding 2018 Senior Notes, (2) execution of a supplemental indenture effecting the amendments, (3) consummation of certain debt financings raising proceeds sufficient to fund the Offer, (4) the closing of the Merger and (5) certain other customary conditions.
The complete terms and conditions of the Offer are described in the Statement, copies of which may be obtained from Global Bondholder Services Corporation, the depositary and information agent for the Offer, by calling (866) 470-4500 (US toll-free) or (212) 430-3774 (collect).
Hub has retained BofA Merrill Lynch and Morgan Stanley as dealer managers for the Offer and solicitation agents for the Consent Solicitation. Questions regarding the terms of the Offer and Consent Solicitation may be directed to BofA Merrill Lynch at (980) 387-3907 (collect) and (888) 292-0070 (US toll-free) or Morgan Stanley at (212) 761-1057 (collect) and (800) 624-1808 (US toll free).
None of Hub, its board of directors (or any committee thereof), the dealer managers, the tender agent, the information agent, the trustee for the 2018 Senior Notes or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their 2018 Senior Notes in the Offer or as to whether they should furnish or withhold the requested consent in the Consent Solicitation.
This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities. The Offer is being made solely by the Statement. The Offer is not being made to holders of 2018 Senior Notes 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.
This press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding the expected offering and the use of proceeds. We have used words such as “anticipate,” “believe,” “expect,” “intend,” “plan,” “project,” “will continue,” “will likely result,” and similar expressions to indicate forward-looking statements, however, these words are not the exclusive means of identifying these forward-looking statements. These statements are based on information currently available to us and are subject to various risks, uncertainties, and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance and business prospects, and opportunities to differ materially from those expressed in, or implied by, these statements. In light of the significant uncertainties inherent in any forward-looking statements contained herein, our inclusion of such information is not a representation or guarantee by us that our objectives and plans will be achieved and we caution the reader against unduly relying on these forward-looking statements.
Forward-looking statements contained herein speak only as of the date made. Hub undertakes no obligation to update or publicly announce the revision of any of the forward-looking statements contained herein to reflect new information, future events, developments, or changed circumstances or for any other reason.
About Hub International Limited
Headquartered in Chicago, IL, Hub International Limited is a leading global insurance brokerage providing property and casualty, life and health, employee benefits, investment and risk management products and services through offices located in the United States (including Puerto Rico), Canada, and Brazil.