USI Insurance Services to be Acquired by Onex Corporation from GS Capital Partners

  USI Insurance Services to be Acquired by Onex Corporation from GS Capital

Business Wire

BRIARCLIFF MANOR, N.Y. -- November 26, 2012

USI Insurance Services ("USI”) announced today that a definitive agreement has
been reached whereby Onex Corporation (“Onex”) (TSX: OCX), a leading private
equity firm, will acquire USI from GS Capital Partners VI Fund, LP and certain
of its affiliates (“GS Capital Partners”) in a transaction valued at
approximately $2.3 billion. The transaction is anticipated to close by the end
of 2012 subject to customary conditions and regulatory approvals.

Employees of USI invested alongside GS Capital Partners in a take-private of
the company in 2007, and will remain significant investors in USI going

With offices in Toronto, New York and London, Onex is one of the oldest and
most successful private equity firms. Onex has approximately $14 billion of
assets under management.

USI is a leader in the insurance brokerage market with a diversified mix of
property and casualty, employee benefits and retirement consulting. Founded in
1994, USI is headquartered in Briarcliff Manor, New York, and has more than
3,300 employees in approximately 100 offices across the United States. USI is
ranked as one of the ten largest insurance brokers in the United States.

“Our world-class brokers and investment in differentiating client solutions
have allowed us to continually strengthen our market position by providing our
clients with a level of value that is unparalleled in the middle-market,”
commented Mike Sicard, Chief Executive Officer of USI. “GS Capital Partners
has helped USI refine and shape its strategy during their ownership. We look
forward to our next phase of growth in partnership with Onex.”

“USI has established a strong national insurance brokerage with a very
impressive management team led by Mike Sicard,” said Robert Le Blanc, an Onex
Managing Director. “The company is well positioned to continue to grow both
organically and by building on its track record of successful acquisitions.”

Sumit Rajpal, a Managing Director at GS Capital Partners said, “USI’s
management team and employees have demonstrated a commitment to growing and
improving the business, and we are pleased with the company’s performance over
the last several years. Since our take-private in 2007, USI has successfully
integrated operations and developed a common operating platform with
industry-leading margins, differentiated acquisition capabilities, and a
strong platform for organic growth.”

Upon closing of the transaction, Onex and employees of USI will own 100% of
the company.

Onex was advised by Morgan Stanley, with Morgan Stanley, BofA Merrill Lynch,
Citigroup, Goldman Sachs, RBC Capital Markets LLC and UBS Securities LLC
providing bank and bridge financing commitments. Legal counsel was provided to
Onex by Kaye Scholer. GS Capital Partners was advised by Goldman, Sachs & Co.
and RBC Capital Markets LLC. Legal counsel was provided to GS Capital Partners
by Weil Gotshal & Manges.

About Onex

With offices in Toronto, New York and London, Onex is one of the oldest and
most successful private equity firms. Onex acquires and builds high-quality
businesses in partnership with talented management teams. The Company has
approximately $14 billion of assets under management, including $4.8 billion
of proprietary capital, in private equity, credit securities and real estate.
Onex invests its proprietary capital directly and as a substantial limited
partner in its Funds.

Onex’ businesses have assets of $39 billion, generate annual revenues of $34
billion and employ approximately 235,000 people worldwide. Onex shares trade
on the Toronto Stock Exchange under the stock symbol OCX. For more information
on Onex, visit its website at

The company’s security filings can also be accessed at

About USI

Founded in 1994, USI is the 9^th largest insurance broker in the United States
and the 13^th largest in the world. USI is headquartered in Briarcliff Manor,
NY, and operates out of approximately 100 offices across the United States.
Additional information about USI may be found at

About GS Capital Partners

Since 1986, the Goldman Sachs Merchant Banking Division and its predecessor
business areas have raised 17 private equity and principal debt investment
funds aggregating over $82 billion of capital (including leverage). A global
leader in private corporate equity investing, the GS Capital Partners family
of funds focuses on large, high quality companies with strong management and
funding acquisition or expansion across a range of industries and geographies.
Founded in 1869, Goldman Sachs is a leading global investment banking,
securities and investment management firm that provides a wide range of
financial services to a substantial and diversified client base that includes
corporations, financial institutions, governments and high-net-worth
individuals. Additional information about GS Capital Partners can be found at

Forward-Looking Statements

This news release may contain forward-looking statements that are based on
management’s current expectations and are subject to known and unknown
uncertainties and risks, which could cause actual results to differ materially
from those contemplated or implied by such forward-looking statements. USI is
under no obligation to update any forward-looking statements contained herein
should material facts change due to new information, future events or


USI Insurance Services
Edward J. Bowler, 914-749-8504
Cecile M. Locurto, 914-747-6331
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