USI Holdings Acquires Bertholon-Rowland

April 5, 2004

USI Holdings Corporation announced that it has acquired New York City-based Bertholon-Rowland Corp. (BR). Terms of the transaction were not disclosed

The acquisition “creates the one of the largest offerings of program lawyers professional liability in the U.S.,” said the announcement. It is expected to contribute approximately $25 million to USI’s revenues on an annual basis.

The bulletin described BR as “an insurance program marketer and administrator focused on professional association sponsored insurance programs including product development, sales, underwriting and policy renewals for custom-tailors insurance programs customer needs — including professional liability, workers’ compensation and office liability coverage to life, disability and medical insurance.

“Clients include national and regional bar, accountants and other professional associations serving over 200,000 customers with both personal and business insurance products.”

It will become part of USI’s Affinity Services group, which “specializes in providing insurance, financial and risk management services to professionals and small business owners. It enables associations, alumni groups, non-profits, chambers of commerce and employer groups to secure life, disability, professional liability, and medical/health insurance. USI Affinity Services develops, markets and administers insurance and financial programs that offer clients unique advantages in coverage, price and service.”

The announcement also noted that BR includes two additional components, described as follows:
— American Insurance Administrators (AIA) Based in Columbus, OH since 1978. AIA offers college and university alumni associations a complete package of services, including marketing, administration and staff to ensure that each program runs smoothly. Currently, AIA serves over 280 alumni associations, over 70,000 alumni insureds, over 500,000 new grads each year, and over 13,000,000 addressable alumni.

— Travel Insurance Services (TIS). Based in the San Francisco Bay Area since 1973, TIS serves the insurance needs of the travel community. TIS has been part of BR since 2002. The company has designed coverages for travelers, including the first successful individual visitors travel medical insurance policy for foreign nationals and temporary residents of the U.S. TIS’ products and services are tailored for a diverse group of organizations and individuals: insurance agents, brokers and their clientele, the general traveling public, international visitor/ student/cultural exchange organizations, alumni association/zoo/museum/special interest travel programs, college and university study groups, business and corporate travel/training/exchange groups, senior citizens’ travel and study programs, travel agents, tour operators, cruise lines and flight schools.

USI said the acquisition “is in line with the company’s overall disciplined acquisition strategy,” which it described as follows:
— At least 10% of prior-year revenues in annualized acquired business
— Strong management talent, with desire to grow beyond stand-alone capabilities
— Must subscribe to USI cross-sell and management culture
— Current geographic footprint
— Fold-in acquisitions preferred
— Must be accretive to cash earnings per share

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