News
Hellman & Friedman to Acquire Universal Underwriters Group from Zurich Financial Services for Approximately $1.1 billion

Hellman & Friedman LLC, a leading San Francisco-based private equity firm, announced today that an investor group led by Hellman & Friedman has signed a stock purchase agreement to acquire Universal Underwriters Group (Universal Underwriters) from Zurich Financial Services Group (Zurich) in a transaction valued at approximately $1.1 billion. Founded in 1922, Universal Underwriters is the leading provider of property and casualty insurance to US franchised automotive dealerships with an approximate 40 percent market share.

Investing alongside Hellman & Friedman will be Farallon Capital Management LLC, GIC Special Investments Pte Ltd., and Universal Underwriters' management. Post closing, the investor group will own 100 percent of Universal Underwriters. The transaction is expected to close in the third quarter of 2005, subject to regulatory approval.

Distributing primarily through a direct sales force, Universal Underwriters is the specialist in its industry, providing tailored insurance and financial services to franchised auto, truck, equipment, and motorcycle dealers, as well as the automotive aftermarket sector. Universal Underwriters has over 80 years of experience serving these core customer segments and will remain focused and committed to their unique needs.

"We are pleased to announce our acquisition of Universal Underwriters," said David R. Tunnell, Managing Director of Hellman & Friedman. "We believe this group has a unique franchise within the world of insurance by virtue of being a market leading direct writer that employs its own proprietary sales force to serve a specialty customer niche."

Mr. Tunnell added: "In addition to being a great business, Universal Underwriters has a deep and outstanding management team. We are pleased to partner with them to continue to strengthen Universal Underwriters' business and pursue other financial service growth opportunities within the sector."

Brian M. Powers, Chief Executive Officer of Hellman & Friedman, added: "Universal Underwriters is an ideal fit with Hellman & Friedman's investment philosophy and continued focus of investing in companies with strong management teams and defensible and enduring business franchises. This is the latest example of our working closely with an owner to negotiate and structure a very complicated transaction in a constructive and confidential manner."

Universal Underwriters has maintained its own brand identity since it was acquired by Zurich in 1982. For the fiscal year ended December 31, 2004, Universal Underwriters generated approximately $1.5 billion in gross written premium. The company currently employs approximately 1,800 people in its Overland Park, KS headquarters and 28 regional offices located throughout the US.

Hellman & Friedman's other investments in the insurance sector include Arch Capital Group Limited (ACGL), MidOcean Limited, Mitchell International, Inc., and Vertafore, Inc. Farallon Capital Management was a co-investor in the Arch Capital Group recapitalization.

About UniversalUnderwriters.com

Universal Underwriters Group (www.UniversalUnderwriters.com ) is headquartered in Overland Park, KS and employs approximately 900 employees in the greater Kansas City area, plus an additional 900 employees nationwide in 28 regional offices. Universal Underwriters provides specialized insurance and financial services to franchised auto, truck, equipment and motorcycle dealers, as well as the automotive aftermarket industry. Founded in 1922, Universal Underwriters was acquired by Zurich in 1982.

About Hellman & Friedman LLC

Hellman & Friedman LLC is a San Francisco-based private equity investment firm with additional offices in New York City and London. Since its founding in 1984, the Firm has raised and managed over $8 billion of committed capital and invested in approximately 50 companies. The Firm's strategy is to invest in superior business franchises and to be a value-added partner to management in select industries including financial services, media, professional services, energy, and information services. The firm has pursued investments in the insurance sector for over a decade, which include Arch Capital Group Limited (ACGL), MidOcean Limited, Mitchell International, Inc., and Vertafore, Inc. Representative investments in other sectors include: Financial Services (the NASDAQ Stock Market, Inc. (NDAQ), Mondrian Investment Partners), Media (Axel Springer AG (ASV GR), ProSieben Sat.1 AG (PSM GR), Formula One Holdings, Ltd), Software (Blackbaud, Inc. (BLKB), Vertafore, Inc.), Energy (Texas Genco LLC), and Professional Services (Young & Rubicam, Inc., Digitas, Inc. (DTAS)). For more information on Hellman & Friedman, visit www.hf.com.

About Farallon Capital Management, LLC®

Farallon Capital Management, LLC® was founded in March 1986 by Thomas F. Steyer, with support from principals of Hellman & Friedman LLC. The firm manages over $13 billion of equity capital. Farallon® makes investments inside and outside of the US, including public and private debt and equity securities, direct investments in private companies, and real estate. Farallon® has led private financial services equity investments in countries around the world: CapitalSource, Inc. in the US, Bank Central Asia in Indonesia, and IndiaBulls Financial Services in India. Farallon® also has made numerous public and private investments in the insurance industry. Farallon® is based in San Francisco, California and is a registered investment advisor with the US Securities and Exchange Commission. More information regarding Farallon® may be found on its website: www.faralloncapital.com.

About GIC Special Investments Pte Ltd.

GIC Special Investments Pte Ltd. was established in 1982 as the private equity investment arm of Government of Singapore Investment Corporation ("GIC"), the investment manager for Singapore's foreign reserves of more than US$100 billion. GIC Special Investments manages a diversified global portfolio of investments in private equity and venture capital funds, as well as direct investments and co-investments in private companies. The company's global investment team is based out of San Francisco, London, New York, Singapore, and Beijing. For more information on GIC, visit www.gic.com.sg

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