Overview -- USI Holdings Corp. (USI) has announced that it has reached a definitive agreement with Onex Corp. in a $2.3 billion transaction that will give the private equity firm a majority stake in the company. -- As a result, we are affirming and placing all our ratings, including the 'B-' counterparty credit rating, on USI on CreditWatch with developing implications. -- We will resolve the Credit Watch listing within the next 30 days once we receive more information regarding the impact of the transaction on USI. Rating Action On Nov. 26, 2012, Standard & Poor's Ratings Services affirmed and placed its 'B-' counterparty credit rating and all issue-level ratings on USI Holdings Corp. (USI) on CreditWatch with developing implications. Rationale The CreditWatch placement follows USI's announcement that it has reached a definitive agreement to be acquired by private equity firm Onex Corp. (unrated) in a $2.3 billion transaction. The deal will give the private equity firm a majority stake in USI; other terms of the transaction were not disclosed. Onex has about $14 billion in assets under management. The current majority owner of USI is GS Capital Partners L.P., an investor in the company since 2007. The CreditWatch placement reflects our limited information regarding the details of the transaction at this time and our resultant uncertainty regarding the transaction's effect on USI's capital structure, cash flows, and credit protection measures. CreditWatch Over the next couple of weeks, we expect to meet with USI's management team to discuss details of the acquisition by Onex. We expect to resolve the CreditWatch listing over the next 30 days following these discussions. Potential outcomes of the CreditWatch could be an affirmation, an upgrade by one notch or more, or a downgrade by one notch or more. The outcome will primarily depend on our analysis of the effect of the transaction on USI's capital structure, cash flows, and credit protection measures. Related Criteria And Research U.S. Insurance Broker Criteria, April 22, 2008 Ratings List Ratings Affirmed; CreditWatch Action To From USI Holdings Corp. Counterparty Credit Rating Local Currency B-/Watch Dev/-- B-/Positive/-- Ratings Affirmed; CreditWatch Action; Recovery Ratings Remain Unchanged To From USI Holdings Corp. Senior Secured B/Watch Dev B Recovery Rating 2 2 Senior Unsecured Local Currency CCC/Watch Dev CCC Recovery Rating 6 6 Subordinated Local Currency CCC/Watch Dev CCC Recovery Rating 6 6 Complete ratings information is available to subscribers of RatingsDirect on the Global Credit Portal at www.globalcreditportal.com. All ratings affected by this rating action can be found on Standard & Poor's public Web site at www.standardandpoors.com. Use the Ratings search box located in the left column.