USIH Usi Hldgs Corp (MM)

USI Holdings Corporation today announced the completion of the merger in which USI has been acquired by GS Capital Partners, a private equity affiliate of Goldman, Sachs & Co. �We are pleased to complete this transaction,� said David Eslick, who will remain Chairman, President and Chief Executive Officer of USI. �I am profoundly grateful to our senior leadership, sales professionals and associates generally for their steadfast support and incredible focus during this long, but successful transaction process. We are extremely excited about the next chapter in USI�s history and our opportunity to partner with GS Capital Partners, one of the world�s largest private equity firms. We share a vision of the future which involves investing in our people and delivering value for our clients and customers.� 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 depend on the talents and commitments of USI�s employees. We look forward to supporting them in the continued growth of USI.� On January 16, 2007, USI announced that it had entered into the Agreement and Plan of Merger, dated as of January 15, 2007, with Compass Acquisition Holdings Corp., a corporation controlled by GS Capital Partners ("Compass Acquisition"), and Compass Merger Sub Inc., a wholly owned subsidiary of Compass Acquisition, under which the private equity group would acquire USI in a transaction valued at approximately $1.4 billion, including repayment of USI�s existing debt obligations. On March 29, 2007, USI announced that the merger agreement was adopted by the holders of a majority of the outstanding shares of USI's common stock. Under the terms of the agreement, USI stockholders will receive $17.00 in cash for each share of USI common stock they hold, representing a premium of 20.5% to the average closing share price for the 30 calendar days prior to October 24, 2006, the day USI announced that it had formed a special committee in response to an indication of interest received from a private equity firm in acquiring all of USI�s outstanding common stock. USI common stock will cease trading on the Nasdaq at market close on May 4, 2007, and will no longer be listed. USI stockholders whose shares are held in book entry at Mellon Investor Services, USI�s transfer agent, will receive cash for their shares from Mellon Investor Services, which also will serve as the paying agent. USI stockholders who possess physical stock certificates will receive instructions and a letter of transmittal by mail from Mellon Investor Services concerning how and where to forward their certificates for payment. For shares held in �street name� by a broker, bank or other nominee, stockholders will not need to take any action to have shares converted into cash, as this should be done by the broker, bank or other nominee. Questions about the deposit of merger proceeds should be directed to the appropriate broker, bank or other nominee. About USI Holdings Corporation Founded in 1994, USI is a leading distributor of insurance and financial products and services to businesses throughout the United States. USI is headquartered in Briarcliff Manor, NY, and operates out of 66 offices in 18 states. Additional information about USI may be found at www.usi.biz. About Goldman, Sachs & Co. & GS Capital Partners Founded in 1869, Goldman, Sachs & Co. is one of the oldest and largest investment banking firms. Goldman Sachs is also a global leader in private corporate equity and mezzanine investing. The GS Capital Partners Funds are part of the firm�s Principal Investment Area in the Merchant Banking Division. Goldman Sachs� Principal Investment Area has formed 13 investment vehicles aggregating $56 billion of capital commitments. GS Capital Partners VI is the current primary investment vehicle for Goldman Sachs to make large, privately negotiated equity investments. 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 resulting from and following the acquisition. 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�s 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 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 hereafter becomes aware.