Citizens Financial Sells Three Insurance Agencies

　　Citizens Financial Group (Providence, RI) was a 'Top 25' bank insurance operation last year. That is not likely to be the case in the future.

　　With its announcement yesterday (March 1) that it was selling three insurance agencies to Hub International Ltd., a Chicago-based insurance brokerage, Citizens (assets: $155 billion) made clear that it sees little future in the full-line insurance brokerage business.

　　The agencies are Citizens Clair Insurance Group (Norristown, PA); Brewer² & Lord (Norwell, MA); and Feitelberg Insurance (Fall River, MA). Collectively they have 19 offices in Pennsylvania, Massachusetts, and Rhode Island. Combined revenues were about $45 million last year.

　　The purchase price for the brokerages was $80 million (inclusive of tangible³ net worth), payable⁴ in cash on closing, as well as an earn-out based on future performance. The insurance agencies will continue to operate independently within the Hub International system.

　　The transaction was presented by the two companies more as a “strategic alliance” than an outright⁵ sale, promising⁶ “joint marketing⁷ efforts” that would bring a broader array of insurance products and services to Citizen's retail⁹ and commercial customers. Citizens Bank will continue to refer clients with insurance needs to the brokerages, presumably, even though they will now be owned by Hub and not Citizens.

　　“While we achieved both revenue growth and profitability in line with our strategies for the insurance brokerage business, we see a new opportunity to serve our customers by partnering with Hub International as our insurance broker¹ of choice,” said Robert M. Mahoney, vice⁸ chairman of Citizens Financial Group. “Our strategic alliance with Hub International will expand our product offerings, locations and expertise¹⁰, enhancing our competitive position.… We will be able to offer insurance products to corporate¹¹ customers throughout our 13-state footprint, not just to customers in three local markets.”

　　In 2003, Citizens Financial, a wholly owned subsidiary of The Royal Bank of Scotland Group, purchased The Feitelberg Company, one of the largest insurance agencies in southeastern New England. With combined annual premiums¹² of $325 million, the transaction made Citizens Bank, its operating bank, one of the largest bank/insurance brokerage operations in the United States. Citizens Clair and Brewer & Lord were acquired earlier, coming to Citizens as part of (larger) bank acquisitions.

　　Citizens, the eighth-largest commercial banking¹³ company in the United States ranked by deposits, was a 'Top 25' institution in Who's Who in Bank Insurance (2005 Edition).

　　The earn-out payments associated with the transaction will in the aggregate¹⁴ be at least $3 million. This will be payable over three years and, at Hub's option, in cash or a combination of cash and Hub common shares. Martin P. Hughes, HUB CEO, indicated that he expects total consideration for the transaction will be within Hub's target multiple of 5-7 times EBITDA (earnings before interest, taxes, depreciation¹⁵ and amortization). Closing of the acquisitions is expected to occur in April 2006 and is subject to the satisfaction of regulatory and other customary conditions