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SEC Company Response from USI HOLDINGS CORP (CIK 0001102643) — Dec 8, 2005

USI HOLDINGS CORP (CIK 0001102643)
Date: Dec. 8, 2005 · CIK: 0001102643 · Accession: 0001193125-05-238789

AI Filing Summary & Sentiment

File numbers found in text: 333-124494

Date
December 8, 2005
Author
USI Holdings Corporation
Form
CORRESP
Company
USI HOLDINGS CORP (CIK 0001102643)

Letter

Acceleration request

USI Holdings Corporation

555 Pleasantville Road, Suite 160 South

Briarcliff Manor, NY 10510

December 8, 2005

VIA EDGAR AND FACSIMILE

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Fax Number (202) 551-3675

Attention: Suzanne Hayes

Re: USI Holdings Corporation (“USI”)

Registration Statement on Form S-3,

File No. 333-124494 (the “Registration Statement”)

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities Act of 1933, as amended, USI hereby requests acceleration of the effective date of the above-referenced Registration Statement. Subject to your approval, USI hereby request that the Registration Statement be declared effective on December 8, 2005 at 4:45 p.m. Washington, D.C. time or as soon thereafter as practicable.

In connection with this request, we acknowledge to the Securities and Exchange Commission (the “Commission”) that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve USI from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

USI may not assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,
USI Holdings Corporation

Show Raw Text
CORRESP
1
filename1.htm

Acceleration request

 USI Holdings Corporation

 555 Pleasantville Road, Suite 160 South

 Briarcliff Manor, NY 10510

 December 8, 2005

 VIA EDGAR AND FACSIMILE

 U.S. Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, D.C. 20549

 Fax Number
(202) 551-3675

 Attention: Suzanne Hayes

Re:
USI Holdings Corporation (“USI”)

Registration Statement on Form S-3,

File No. 333-124494 (the “Registration Statement”)

 Ladies and Gentlemen:

 In accordance with Rule 461 of the Securities Act of 1933, as amended, USI hereby requests acceleration of the effective date of the above-referenced
Registration Statement. Subject to your approval, USI hereby request that the Registration Statement be declared effective on December 8, 2005 at 4:45 p.m. Washington, D.C. time or as soon thereafter as practicable.

 In connection with this request, we acknowledge to the Securities and
Exchange Commission (the “Commission”) that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to
the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve USI from its full responsibility for the
adequacy and accuracy of the disclosure in the filing; and

•

USI may not assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Very truly yours,

USI Holdings Corporation

By:

/s/    ERNEST J. NEWBORN, II,
ESQUIRE

Ernest J. Newborn, II, Esquire

Senior Vice President, General Counsel and Secretary