UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 1, 2006
HUB INTERNATIONAL LIMITED
(Exact name of Registrant as specified in its charter)
Canada
(State or Other Jurisdiction of Incorporation)
1-31310 36-4412416
(Commission File Number) (I.R.S. Employer Identification Number)
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55 EAST JACKSON BOULEVARD, CHICAGO, ILLINOIS 60604
(877) 402-6601
(Address of principal executive offices and telephone number, including area
code)
N/A
(Former name or former Address, if changed since last Report)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13c-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 1, 2006, Hub U.S. Holdings, Inc. and Hub International Limited
("Hub") entered into a Purchase and Sale Agreement (the "Agreement") with
Citizens Bank of Massachusetts, Citizens Bank of Pennsylvania, Court Street
Holdings, Inc. and Citizens Financial Group, Inc. ("Citizens"). Pursuant to the
Agreement, Hub will acquire three insurance brokerages from subsidiaries of
Citizens. The purchase price for the acquisition of the three brokerages is
US$80 million (inclusive of tangible net worth) payable in cash on closing, as
well as an earn-out based on future performance. The earn-out payments, which
will in the aggregate be at least US$3 million, are payable over three years
and, at Hub's option, in cash or a combination of cash and Hub common shares.
Closing of the acquisitions is subject to the satisfaction of regulatory and
other customary conditions. A copy of the Agreement is attached as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
On March 1, 2006, Hub International Limited issued a press release
announcing that it had entered into the Agreement described in Item 1.01. A copy
of the press release is attached to this Current Report on Form 8-K as Exhibit
99.2 and is incorporated herein by reference.
The foregoing information, including the information contained in the
press release attached as Exhibit 99.2, is being furnished pursuant to Item 7.01
of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 2, 2006
HUB INTERNATIONAL LIMITED
By: /s/ Marianne D. Paine
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Name: Marianne D. Paine
Title: Chief Legal Officer
EXHIBIT INDEX
Exhibit Description
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99.1 Purchase and Sale Agreement by and among Hub U.S. Holdings, Inc., Hub
International Limited, and Citizens Bank of Massachusetts, Citizens Bank
of Pennsylvania, Court Street Holdings, Inc. and Citizens Financial Group,
Inc. dated March 1, 2006.
99.2 Press release of Hub International Limited dated March 1, 2006.