USI Holdings Buyout

USI Holdings Corporation (USIH)
$1.4Bm Buyout

Summary

Buyout of insurance distributor by Goldman affiliate

$17.00 per USIH share; $1.4B enterprise value
By GS Capital Partners
USIHnews - stock chart

Announced 1.16.07

Closed 5.04.07

Advisors

Financial

Special Committee: Lazard
GS Capital Partners: Goldman Sachs

Legal

Special Committee: Dewey Ballantine
GS Capital Partners: LeBoeuf Lamb

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions

1.1 Definitions

Article II The Merger; Closing; Effective Time

2.1 The Merger
2.2 Closing
2.3 Effective Time

Article III The Surviving Corporation

3.1 Certificate of Incorporation
3.2 By-laws
3.3 Directors and Officers

Article IV Effect of the Merger on Stock;

4.1 Effect on Stock
4.2 Exchange of Certificates for Merger Consideration
4.3 Treatment of Options and Restricted Shares
4.4 Appraisal Rights
4.5 Adjustments to Prevent Dilution

Article V Company Reps

5.1 Corporate Status
5.2 Company Subsidiaries
5.3 Capitalization
5.4 Authority for Agreements
5.5 Consents and Approvals; No Violations
5.6 Company Financial Statements; Sec Reports
5.7 Absence of Certain Changes
5.8 Litigation; Contingent Commissions
5.9 Absence of Undisclosed Liabilities
5.10 Taxes
5.11 Title to Property
5.12 Insurance
5.13 Information In Proxy Statement
5.14 Brokers
5.15 Employee Benefit Plans; ERISA
5.16 Labor Matters
5.17 Intellectual Property Rights
5.18 Contracts
5.19 Compliance with Applicable Laws and Permits
5.20 Environmental Laws and Regulations
5.21 Affiliate Transactions
5.22 Rights Agreements; Anti-takeover Provisions
5.23 Opinion of Financial Advisor
5.24 Investment Company Act

Article VI Parent and Merger Sub Reps

6.1 Corporate Status
6.2 Authority for Agreements
6.3 Consents and Approvals; No Violations
6.4 Information In Proxy Statement
6.5 [reserved]
6.6 Litigation
6.7 Financing
6.8 Ownership of Common Shares
6.9 Solvency of the Surviving Corporation Following Merger
6.10 Guaranty
6.11 Interest in Competitors

Article VII Conduct of Business by Company

7.1 Conduct of Business by the Company Pending the
Merger

Article VIII Additional Agreements

8.1 Access and Information
8.2 Proxy Statement
8.3 Company Stockholders Meeting
8.4 Acquisition Proposals
8.5 Filings; Other Action
8.6 Public Announcements; Public Disclosures
8.7 Employee Matters
8.8 Company Indemnification Provisions
8.9 State Takeover Laws
8.10 [reserved]
8.11 Financing
8.12 Additional Matters
8.13 Section 16(b)
8.14 Resignation of Directors
8.15 [reserved]
8.16 No Bank Regulation
8.17 Company Sec Documents
8.18 Advisory Contract Consents
8.19 Advice of Changes

Article IX Conditions to Consummation of the Merger

9.1 Each Party
9.2 Company
9.3 Parent and Merger Sub
9.4 Frustration of Closing Conditions

Article X Termination

10.1 Termination
10.2 Effect of Termination
10.3 Fees and Expenses

Article XI Miscellaneous

11.1 Survival of Representations, Warranties and
Agreements
11.2 Notices
11.3 Descriptive Headings
11.4 Entire Agreement; Assignment
11.5 Governing Law and Venue; Waiver of Jury Trial
11.6 Expenses
11.7 Amendment
11.8 Waiver
11.9 Counterparts; Effectiveness
11.10 Severability; Validity; Parties in Interest
11.11 Enforcement of Agreement

Proxy Solicitation

Shareholder approve deal

Press release 3.29.07

Proxy statements

Definitive 3.01.07
Preliminary 2.14.07

Schedule 13D Filings

New Mountain Vantage, L.P.

Amendment #4 1.17.07

ValueAct Capital

Amendment #3 1.24.07

Holdings reduced below 5%

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