August 2012

USI Insurance Services (“USI”) has entered into a share purchase agreement to acquire TD Insurance, Inc. (“TDI Inc.”), a wholly-owned US subsidiary of TD Bank, N.A. TDI Inc. is one of the largest bank-owned insurance agencies and brokerage firms in the US offering a wide range of insurance and employee benefits products and services. This acquisition is expected to contribute $58.2 million in revenues to USI on an annual basis. The acquisition is expected to close by the end of September 2012 subject to, among other customary conditions, expiration or termination of the waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended. Terms of the transaction were not disclosed. This sale will not affect the Canadian operations of TD Insurance.

Mike Sicard, USI’s Chairman, President and CEO, said, “We are excited to welcome Joe Fico and the US TD Insurance team to USI. TDI Inc. has fostered a customer-centric culture and reputation for delivering superior, cost-effective insurance solutions. We will complement our mutual strengths for the benefit of clients, prospects and our great professionals, and together create a market leader with unique breadth and depth of resources.”

“In joining forces with one of the preeminent middle-market insurance brokerage firms in the country, our customers will not only enjoy coordinated solutions and support at the local level, but can tap into USI’s deep industry knowledge and competitively-priced products that only a national firm with world-class resources can provide,” said Joseph Fico, President and CEO, TDI Inc. “We are excited about leveraging our combined strengths for strategic growth opportunities that will enhance the overall experience of both our new and existing clients.”

USI was represented by Jones Day’s Boston office and TD Bank, N.A. was represented by Bingham McCutchen. Colonnade Securities LLC was the exclusive financial advisor to TD Bank, N.A. and TD Insurance, Inc. regarding this transaction.

About USI Insurance Services 

Founded in 1994, USI is a leading distributor of property and casualty insurance and employee benefits products to businesses throughout the United States. USI is headquartered in Briarcliff Manor, NY, and operates out of nearly 100 offices in 26 states. USI is a portfolio company of Goldman Sachs Capital Partners, a private equity affiliate of Goldman Sachs & Co. Additional information about USI may be found at www.usi.biz.

About TD Insurance 

TD Insurance, Inc. (“TDI Inc.”), a subsidiary of TD Bank, N.A., is one of the 10 largest bank-owned insurance agencies in the country. TDI Inc. has been serving the insurance needs of consumers, small businesses and corporate clients with a full range of coverage offerings for more than 100 years, and today protects more than half a million personal and business customers.