Hub International Limited ("Hub") announced today that it had received, as of 5:00 p.m., New York City time on September 20, 2013 (the "Consent Expiration"), tenders and consents from the holders of approximately $739,750,000 million in aggregate principal amount, or approximately 99.97%, of its outstanding 8.125% Senior Notes due 2018 (the "2018 Senior Notes") in connection with the previously announced tender offer (the "Offer") for any and all of the 2018 Senior Notes and the related solicitation of consents ("Consent Solicitation") 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"). Hub has entered into a supplemental indenture to the Indenture that makes the proposed amendments effective, and the amendments will become operative when Hub has purchased a majority in principal amount of the outstanding 2018 Senior Notes.
Subject to the closing of the Merger (as defined in the Offer to Purchase and Consent Solicitation Statement dated September 9, 2013 (the "Statement")) and the satisfaction or waiver of the other conditions to the Offer, Holders who validly tendered their 2018 Senior Notes and provided their consents to the amendments to the Indenture before the Consent Expiration will be eligible to receive the Total Consideration plus accrued and unpaid interest to the initial payment date, which is expected to be October 2, 2013. The Total Consideration for each $1,000 principal amount of 2018 Senior Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,117.18, which includes a consent payment of $30.00 per $1,000 principal amount of 2018 Senior Notes.
Notes tendered prior to the Consent Expiration may no longer be withdrawn.
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 after the Consent Expiration and prior to the Expiration Time 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, plus accrued and unpaid interest to the final purchase date, which is expected to be October 7, 2013.
The complete terms and conditions of the Offer are described in the Statement dated September 9, 2013, 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 depositary, 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 Offer to Purchase and Consent Solicitation Statement dated September 9, 2013. 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.
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