2019-071

The Hilb Group Announces Definitive Agreement to Be Acquired By The Carlyle Group

RICHMOND, Va. -- The Hilb Group, LLC ("Hilb"), a leading national insurance broker, announced today that it has signed a definitive agreement with global investment firm The Carlyle Group (NASDAQ: CG) for investment funds affiliated with Carlyle to acquire a majority interest of Hilb. Hilb's existing management team and employee shareholders are expected to remain significant shareholders. Hilb is currently a portfolio company of Abry Partners, a Boston-based private equity firm.

Founded in 2009, Hilb employs more than 900 associates and operates 91 branch offices serving all 50 states. Abry Partners invested in Hilb in 2015 and worked closely with management to grow the business into one of the Top 30 insurance brokers in the U.S. according to Business Insurance magazine. The firm was recognized as one of the fastest growing private companies by Inc. magazine in 2018, and ranked a Top 10 fastest growing broker in 2017 by Business Insurance magazine and a Top 100 P/C Agency by Insurance Journal magazine in 2019.

Richard Spiro, Chief Executive Officer at Hilb, said, "This investment by Carlyle is a strong endorsement of our growth strategy and represents the next exciting chapter for Hilb. Carlyle's additional capital and resources will significantly benefit our company and associates as we grow our business organically and through targeted M&A opportunities. Working with Abry enabled us to accelerate our development and we are equally excited to have new partners to fuel future growth. We have a rich pipeline of partnership opportunities and look forward to continuing our expansion with Carlyle."

Brent Stone, Partner at Abry, said, "During the four years of our ownership, we helped build Hilb into a national insurance brokerage by investing in the company's operations and strengthening its management team, including recruiting Ricky as CEO. The company's annual revenues dramatically increased under our ownership and we successfully completed more than 60 strategic add-on acquisitions during that time. We are very pleased with the outcome of this investment for our investors and also for Hilb's management team and employees. Hilb is very well positioned for ongoing growth and performance as a portfolio company of Carlyle and we wish them success."

John Redett, Managing Director and Co-Head of Carlyle Global Financial Services, said, "We have long admired the Hilb franchise and are extremely impressed with what Ricky Spiro and the Hilb management team have accomplished during the past several years. We look forward to our partnership, and to supporting Hilb in its next chapter of growth and innovation as it expands into new geographies and product lines to serve the increasingly complex needs of its clients."

Nathan Ott, Principal at Abry, commented, "Hilb has made significant progress since our acquisition and has developed a proven track record of growth across a variety of geographic regions and product lines. The company is led by a best-in-class management team and is poised to achieve its next level of growth."

Equity capital for the investment will come from Carlyle Partners VII, an $18.5 billion fund that focuses on buyout transactions in the U.S., and Carlyle Global Financial Services Partners III, L.P., a dedicated financial services buyout fund.

The transaction is expected to be completed in the fourth quarter of 2019, subject to customary closing conditions, including regulatory approvals. Financial details of the transaction were not disclosed.

J.P. Morgan and Sica | Fletcher served as financial advisors to Abry and Hilb, and Kirkland & Ellis LLP served as legal counsel. Simpson Thacher & Bartlett LLP served as legal counsel and Latham & Watkins LLP provided financing and regulatory counsel to The Carlyle GroupFunds managed by Ares Capital Management LLC, Crescent Capital Group, Owl Rock Capital, Antares, and Barings will provide debt financing for the transaction.

About Abry Partners
Abry is one of the most experienced and successful sector-focused private equity investment firms in North America. Since their founding in 1989, the firm has completed over $82.0 billion of leveraged transactions and other private equity or preferred equity placements. Currently, the firm manages over $5.0 billion of capital across their active funds. For more information on ABRY, please visit www.Abry.com.

About The Carlyle Group
The Carlyle Group (NASDAQ: CG) is a global investment firm with deep industry expertise that deploys private capital across four business segments: Corporate Private Equity, Real Assets, Global Credit and Investment Solutions. With $223 billion of assets under management as of June 30, 2019, Carlyle's purpose is to invest wisely and create value on behalf of its investors, portfolio companies and the communities in which we live and invest. The Carlyle Group employs more than 1,775 people in 33 offices across six continents.

About The Hilb Group
The Hilb Group is a leading middle market insurance agency headquartered in Richmond, Virginia and is a portfolio company of Boston-based private equity firm, Abry Partners. The Hilb Group seeks to grow through targeted acquisitions in the middle market insurance brokerage space. The company now has 91 offices in 21 states. Please visit our website at www.hilbgroup.com.

Contacts:
For Abry and Hilb, Chris Tofalli
Chris Tofalli Public Relations, LLC
914-834-4334
chris@tofallipr.com

For Carlyle, Christa Zipf
+1 (212) 813-4578
Christa.Zipf@carlyle.com