Hub begins tender offer, consent bid for $740 million 8 1/8% notes

By Susanna Moon

Chicago, Sept. 9 - Hub International Ltd. said it began a cash tender offer for its outstanding $740 million principal amount of 8 1/8% senior notes due 2018.

Hub also is soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants and events of default provisions.

The offer is being made by Hub in connection with the planned acquisition of the company by affiliates of Hellman & Friedman Capital Partners VII, LP, according to a company press release.

The offer will end at 11:59 p.m. ET on Oct. 4.

The total purchase price will be $1,117.18 for each $1,000 principal amount of notes tendered by 5 p.m. ET on Sept. 20, the consent date.

The total payment includes a consent payment of $30.00 per $1,000 principal amount.

Those who tender after the consent date will receive the total payment less the consent fee.

The company also will pay accrued interest to the settlement date, which will be Oct. 2 for early tendered notes and the day after the offer ends for remaining tenders.

The tender offer is subject to the merger condition, the financing condition and the supplemental indenture condition.

Tendered notes may be withdrawn by the consent deadline.

Holders may not tender their notes without delivering consents or vice versa.

The company plans to execute a supplemental indenture to the notes after obtaining the consents of a majority of the outstanding notes, and the supplemental indenture will become operative when Hub has purchased a majority of the outstanding notes.

Global Bondholder Services Corp. (866 470-4500 or collect 212 430-3774) is the depositary and information agent. BofA Merrill Lynch (888 292-0070 or collect 980 387-3907) and Morgan Stanley (800 624-1808 or collect 212 761-1057) are the dealer managers.

Hub is a Chicago-based insurance brokerage providing property and casualty, life and health, employee benefits, investment and risk management products and services.

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