HUB ANNOUNCES RESULTS & SETTLEMENT OF EARLY TENDER FOR 2014 AND 2015 NOTES

 

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HUB INTERNATIONAL LIMITED ANNOUNCES RESULTS AND SETTLEMENT OF EARLY TENDER FOR 9.00% SENIOR NOTES DUE 2014 AND 10.25% SENIOR SUBORDINATED NOTES DUE 2015

 Location:  Chicago
 Date:    2012-09-18  
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Hub International Limited (“Hub”), a global insurance broker, today announced that holders of approximately $281 million aggregate principal amount (representing approximately 92%) of the 9.00% Senior Notes due 2014 (the “2014 Senior Notes”) and holders of approximately $363 million aggregate principal amount (representing approximately 92%) of the 10.25% Senior Subordinated Notes due 2015 (the “2015 Subordinated Notes”) validly tendered their Notes prior to the consent payment deadline of 5:00 p.m. on September 17, 2012 and that Hub had accepted such tendered Notes for payment in accordance with the Offer to Purchase and Consent Solicitation Statement, dated September 4, 2012.

Those holders who validly tendered their 2014 Senior Notes received an aggregate of $295 million, consisting of the total consideration of $1,026.25 per $1,000 principal amount of the 2014 Senior Notes, which included a consent payment of $50.00 per $1,000 principal amount of the 2014 Senior Notes, plus any accrued and unpaid interest on the 2014 Senior Notes up to, but not including, the payment date.

Those holders who validly tendered their 2015 Subordinated Notes received an aggregate of $384 million, consisting of the total consideration of $1,030.63 per $1,000 principal amount of the 2015 Subordinated Notes, which included a consent payment of $50.00 per $1,000 principal amount of the 2015 Subordinated Notes, plus any accrued and unpaid interest on the 2015 Subordinated Notes up to, but not including, the payment date.

In connection with the tender offers, Hub solicited consents (“Consents”) from the holders of the 2014 Senior Notes and the 2015 Subordinated Notes to amend the respective indentures governing the 2014 Senior Notes and the 2015 Subordinated Notes (the “Amendments”). Since Hub received Consents from greater than a majority in aggregate principal amount of the outstanding 2014 Senior Notes and 2015 Subordinated Notes, respectively, Hub, the guarantors thereto and U.S. Bank National Association, as trustee (the “Trustee”), have executed supplemental indentures to the respective indentures governing the 2014 Senior Notes and the 2015 Subordinated Notes, giving effect to the Amendments, which, among other modifications, eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained therein. After the purchase by Hub of all 2014 Senior Notes and all 2015 Subordinated Notes validly tendered and not validly withdrawn prior to the consent payment deadline, $24 million in aggregate principal amount of the 2014 Senior Notes and $32 million in aggregate principal amount of the 2015 Subordinated Notes, respectively, remain outstanding.

Continuing Tender Offer

Holders who validly tender their 2014 Senior Notes or 2015 Subordinated Notes, as applicable, after 5:00 p.m. on September 17, 2012, but at or prior to Midnight, New York City time, on October 1, 2012, unless extended, will receive the tender offer consideration of $976.25 per $1,000 principal amount of the 2014 Senior Notes and $980.63 per $1,000 principal amount of the 2015 Subordinated 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 continuing tender offers are conditioned upon the satisfaction of certain customary conditions.

The complete terms and conditions of the continuing tender offers are set out in the Offer to Purchase and Consent Solicitation Statement, dated September 4, 2012. The holders of 2014 Senior Notes and 2015 Subordinated Notes (as applicable) may obtain copies of all the tender offer documents, including the Offer to Purchase and Consent Solicitation Statement, 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.

Hub International Limited has retained Morgan Stanley & Co. LLC to act as Dealer Manager and Merrill Lynch, Pierce, Fenner & Smith Incorporated to act as Co-Dealer Manager in connection with the tender offers. Persons with questions regarding the Offer should contact Morgan Stanley & Co. LLC at (800) 624-1808 (toll-free) or (212) 761-1057 (collect). D.F. King & Co., Inc. has been appointed to act as the Tender Agent for the Offer.

Redemption

Hub also announced today that it is redeeming (the “Redemption”) all 2014 Senior Notes and 2015 Subordinated Notes that remain outstanding after completion of the tender offers at a redemption price equal to, in the case of the 2014 Senior Notes, 102.250%, and in the case of the 2015 Subordinated Notes, 102.563%, of the principal amount thereof, in each case, plus accrued and unpaid interest to, but excluding, the date of purchase. The Redemption of the 2014 Senior Notes and the 2015 Subordinated Notes will be paid in cash, using proceeds from Hub’s $740.0 million 8.125% Senior Notes offering completed today.

Hub’s notice to holders specifying the terms, conditions and procedures for the redemption and/or conversion is available through The Depository Trust Company and the Trustee. To contact the Trustee, please call 1-800-934-6802.

This press release is neither an offer to purchase, a solicitation of an offer to sell the 2014 Senior Notes or the 2015 Subordinated Notes or any other securities or a solicitation of Consents, and is neither an offer to sell nor a solicitation of an offer to purchase Hub’s new senior notes or any other securities. The Offer is made only by and pursuant to the terms of the Offer to Purchase and Consent Solicitation Statement. None of Hub, its management, its board of directors, the information agent, the Dealer Manager, the Co-Dealer Manager, the Depositary, the Trustee, nor any other person makes any recommendation as to whether holders of the 2014 Senior Notes or the 2015 Subordinated Notes should tender their 2014 Senior Notes or 2015 Subordinated Notes (as applicable) or deliver their Consents, and no one has been authorized to make such a recommendation. Holders of the 2014 Senior Notes or the 2015 Subordinated Notes (as applicable) must make their own decisions as to whether to tender their 2014 Senior Notes or 2015 Subordinated Notes (as applicable) and deliver their Consents, and, if they decide to do so, the principal amount of 2014 Senior Notes or 2015 Subordinated Notes (as applicable) to tender.

Forward-looking Statements

This press release contains forward-looking statements regarding Hub’s tender offers. The forward-looking statements in this release are based on information available at the time the statements are made and/or management’s belief as of that time with respect to future events and involve risks and uncertainties that could cause actual results and outcomes to be materially different. These factors include Hub’s ability to consummate the tender offers, which are subject to numerous uncertainties, including but not limited to satisfaction or waiver of all conditions to closing. While Hub may elect to update forward-looking statements in the future, it specifically disclaims any obligation to do so, and therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.

 

 

 

 

 

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CONTACT:
MEDIA CONTACTS:
Joseph Hyde
Chief Financial Officer
Hub International Limited
(877) 402-6601

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 SOURCE :   HUB International Limited