HUB INTERNATIONAL LIMITED COMMENCES CASH TENDER OFFER FOR ANY AND ALL OF ITS OUTSTANDING 8.125% SENIOR NOTES DUE 2018
Chicago September 9, 2013 -
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.
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may be validly withdrawn and consents may be validly revoked until the Withdrawal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.
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validly tendered and not validly withdrawn prior to the Withdrawal Deadline is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.
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.
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
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
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).
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
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.
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.
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.
Investor Relations Contact
Hub International Limited
Source: HUB International Limited