USI Holdings Corporation Announces Issuance of $225 Million of Senior Notes and $200 Million of Senior Subordinated Notes

  
    
  
  
    
      USI Holdings Corporation (“USI Holdings”) 
      (NASDAQ:USIH) today announced that it will offer and issue $225 million 
      aggregate principal amount of senior notes due 2014 and $200 million 
      aggregate principal amount of senior subordinated notes due 2015 (the “Notes”).
    
    
      The Notes will be issued by USI Holdings. Compass Acquisition Holding 
      Corp., a Delaware corporation (“Parent”) 
      formed by GS Capital Partners VI, L.P., and Compass Merger Sub Inc., a 
      Delaware corporation (“Merger Sub”) 
      formed by Parent, entered into a previously announced agreement and plan 
      of merger (the “Merger Agreement”) 
      with USI Holdings pursuant to which Merger Sub will merge with and into 
      USI Holdings (the “Merger”). 
      After the Merger, USI Holdings will be a subsidiary of Parent. The 
      net proceeds from the offering of the Notes, together with other 
      financing, are expected to be used to finance the Merger and related 
      transactions.
    
    
      The Notes have not been registered under the Securities Act of 1933, as 
      amended (the “Securities Act”), 
      and, unless so registered, may not be offered or sold in the United 
      States absent registration or an applicable exemption from, or in a 
      transaction not subject to, the registration requirements of the 
      Securities Act and other applicable securities laws.
    
    
      This press release shall not constitute an offer to sell or the 
      solicitation of an offer to buy, nor shall there be any sale of the 
      Notes in any jurisdiction in which such offer, solicitation or sale 
      would be unlawful prior to registration or qualification under the 
      securities laws of any such jurisdiction. This notice is being issued 
      pursuant to and in accordance with Rule 135c under the Securities Act.
    
    
      Cautionary Note Regarding Forward-Looking Statements
    
    
      This press release contains "forward-looking statements" within the 
      meaning of the Private Securities Litigation Reform Act of 1995. 
      Forward-looking statements may be identified by words such as "expects," 
      "anticipates," "intends," "plans," "believes," "seeks," "estimates," 
      "will" or words of similar meaning and include, but are not limited to, 
      statements about the anticipated closing of the Merger and the expected 
      future business and financial performance of USI Holdings resulting from 
      and following the Merger. These statements are based on management's 
      current expectations and are inherently subject to uncertainties and 
      changes in circumstances. Detailed information about the factors that 
      could cause actual results to differ materially from those described in 
      the forward-looking statements is contained in USI Holdings’ 
      filings with the SEC. All forward-looking statements included in this 
      press release are made only as of the date of this press release, and 
      USI Holdings does not undertake any obligation to publicly update or 
      correct any forward-looking statements to reflect events or 
      circumstances that subsequently occur or of which USI Holdings hereafter 
      becomes aware.
    
    
      About USI Holdings Corporation
    
    
      Founded in 1994, USI Holdings is a leading distributor of insurance and 
      financial products and services to businesses throughout the United 
      States. USI Holdings is headquartered in Briarcliff Manor, NY, and 
      operates out of 66 offices in 18 states. Additional information about 
      USI Holdings may be found at www.usi.biz.