Goldman Sachs to Buy USI Holdings

January 16, 2007

Big insurance broker USI Holdings Corp. (NASDAQ: USIH) has agreed to be acquired by GS Capital Partners, a private equity affiliate of Goldman, Sachs & Co., in a transaction valued at approximately $1.4 billion, including repayment of USI’s existing debt obligations.

The deal follows USI’s acknoweldgement in October that it had received an inquiry from a private equity firm interested in acquiring all of the outstanding common stock of the company. In response, the company’s board of directors formed a special committee consisting of outside directors to review the proposal and consider all of the company’s options.

USI’s board of directors, on the unanimous recommendation of the special committee, has approved the transaction and will recommend that USI’s stockholders approve the proposed merger. The special committee received indications of interest from several potential acquirors, including GS Capital Partners

Under the terms of the GS Capital merger agreement, USI stockholders will receive $17.00 in cash for each share of USI common stock they hold, representing a premium of 20.5 percent to the average closing share price for the 30 calendar days prior to October 24, 2006, the day USI announced that it had formed the special committee.

The transaction is expected to close in the second quarter of 2007, subject to the receipt of stockholder and regulatory approvals and satisfaction of other conditions.

Henry Cornell, a managing director at GS Capital Partners, said, “Goldman Sachs has a long and successful record of investing in the financial services industry. We know that the success of our investment will be dependent on the talents and commitments of USI’s employees. We look forward to investing in the continued growth of USI, in this next chapter.”

Lazard Frères & Co. LLC is acting as financial advisor, and Dewey Ballantine LLP is acting as legal advisor, to the special committee.

Founded in 1994, USI is headquartered in Briarcliff Manor, N.Y., and operates out of 68 offices in 19 states. It has grown through more than 100 acqusitions and by targeting the middle market.

GS Capital Partners Funds are part of the Goldman Sachs’ Principal Investment Area in the Merchant Banking Division. Goldman Sachs’ Principal Investment Area has formed 12 investment vehicles aggregating $35 billion of capital to date.

Source: USI Holdings
www.usi.biz

Goldman Sachs
www.gs.com/pia
For more information, please visit www.gs.com/pia.

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