The holding company for the Crump wholesale insurance brokeragedoes not merit an "A" financial rating until it proves it cansuccessfully put the parts of its prospective merger together, arating agency said.

New York-based Moody's issued a "B2" rating to J.C. Flowers& Co., L.L.C., the private-equity holding company ofDallas-based Crump, earlier this week mentioning the firm's plansto acquire the wholesale brokerage business of Roseland, N.J.-basedBISYS Group.

The speculative grade rating reflects Crump's strength as awholesale broker, but Moody's explained that strength is temperedby the lack of history as a consolidated enterprise with BISYS.

An upgrade, said Moody's, would depend on how well Crump is ableto integrate BISYS' property-casualty business with Crump anddevelop management to oversee the rest. The rating could also seean upgrade if the credit and cash metrics improve.

Besides the p-c business, BISYS will also bring life insuranceand retirement brokerage operations to Crump. Currently, Crump is ap-c wholesale broker.

According to a Moody's analyst, the rating, while low on thescale by the rating agency's standard, is typical for this type ofbusiness because there is a lot of debt involved in the deal.However, it is typical of a number of other insurance brokeragefirms that have gone private using debt.

BISYS announced today that it is paying a special one-timedividend of 15 cents per share on common stock to be paid after themerger. The closing is scheduled for Aug. 1, and the payment willbe made on that day. The payment day will be rescheduled if theclosing does not take place on that date.

BISYS said in addition to the 15 cent dividend, shareholderswill receive $11.85 per share for their stock after the deal isconcluded.

The deal is reportedly worth $1.47 billion.