HUB COMMENCES TENDER OFFER

 

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 Add Title:  HUB COMMENCES TENDER OFFER
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HUB INTERNATIONAL LIMITED COMMENCES TENDER OFFER FOR 9.00% SENIOR NOTES DUE 2014 AND 10.25% SENIOR SUBORDINATED NOTES DUE 2015

 Location:  Chicago
 Date:    2012-09-04  
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Hub International Limited (“Hub”), a global insurance broker, today announced that it has commenced cash tender offers for any and all of its outstanding $305.0 million in aggregate principal amount of 9.00% Senior Notes due 2014 (the “2014 Senior Notes”) and $395.0 million in aggregate principal amount of 10.25% Senior Subordinated Notes due 2015 (the “2015 Subordinated Notes”). In connection with the tender offers, Hub is soliciting consents (“Consents”) from holders of the 2014 Senior Notes and the 2015 Subordinated Notes to amendments to the respective indentures governing the 2014 Senior Notes and the 2015 Subordinated Notes (the “Proposed Amendments”). The tender offers and consent solicitations (collectively, the “Offer”) are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated September 4, 2012.

Holders who validly tender their 2014 Senior Notes and deliver their Consents to the Proposed Amendments prior to the early tender deadline of 5:00 p.m., New York City time, on September 17, 2012, unless extended (the “Consent Payment Deadline”), will receive the total consideration of $1,026.25 per $1,000 principal amount of the 2014 Senior Notes, which includes 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.

Holders who validly tender their 2015 Subordinated Notes and deliver their Consents to the Proposed Amendments prior to the Consent Payment Deadline, will receive the total consideration of $1,030.63 per $1,000 principal amount of the 2015 Subordinated Notes, which includes 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.

Holders may not tender their 2014 Senior Notes and 2015 Subordinated Notes (as applicable) in the Offer without delivering their Consents to the Proposed Amendments, and holders may not deliver their consents to the Proposed Amendments without tendering their 2014 Senior Notes and 2015 Subordinated Notes (as applicable) pursuant to the Offer. Payment for 2014 Senior Notes and 2015 Subordinated Notes (as applicable) validly tendered and not validly withdrawn on or prior to the Consent Payment Deadline and accepted for purchase will be made on or promptly following the Consent Payment Deadline. Holders who validly tender their 2014 Senior Notes after the Consent Payment Deadline, but on or prior to the Expiration Date (as defined below), will receive the tender offer consideration of $976.25 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, but will not receive the consent payment. Holders who validly tender their 2015 Subordinated Notes after the Consent Payment Deadline, but on or prior to the Expiration Date, will receive the tender offer consideration of $980.63 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, but will not receive the consent payment. Payment for 2014 Senior Notes and 2015 Subordinated Notes (as applicable) validly tendered after the Consent Payment Deadline and on or prior to the Expiration Date, and accepted for purchase, will be made promptly following the Expiration Date. The Offer is conditioned upon the satisfaction of certain customary conditions, including the completion of Hub’s proposed financing transaction, as more fully described in the Offer to Purchase and Consent Solicitation Statement.

The Offer will expire at the end of the day, Midnight, New York City time, on October 1, 2012, unless extended (the “Expiration Date”). Any 2014 Senior Notes and 2015 Subordinated Notes purchased pursuant to the Offer will be cancelled, and those 2014 Senior Notes and 2015 Subordinated Notes will cease to be outstanding.

Upon receipt of Consents from holders of 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”), will execute supplemental indentures to the respective indentures governing the 2014 Senior Notes and the 2015 Subordinated Notes, giving effect to the Proposed Amendments, which amendments will become operative when a majority of the aggregate principal amount of validly tendered 2014 Senior Notes and 2015 Subordinated Notes, respectively, are accepted for purchase by Hub pursuant to the Offer. Except in certain circumstances, 2014 Senior Notes and 2015 Subordinated Notes tendered and Consents delivered pursuant to the Offer may not be withdrawn or revoked after execution of the respective supplemental indentures. The Proposed Amendments would, among other modifications, eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the respective indentures governing the 2014 Senior Notes and the 2015 Subordinated Notes.

The complete terms and conditions of the Offer are set out in the Offer to Purchase and Consent Solicitation Statement. The holders of 2014 Senior Notes and 2015 Subordinated Notes (as applicable) may obtain copies of all the 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 BofA Merrill Lynch to act as Co-Dealer Manager in connection with the Offer. 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.

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 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 proposed refinancing. 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 Offer, as well as its proposed offering of new senior notes, which is 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