Nearly three months after announcing it was exploring thepossibility of going private, USI Holdings Corp. said it was beingacquired by GS Capital Partners for about $1.4 billion.

The Briarcliff Manor, N.Y.-based insurance broker said today ithas entered into a definitive agreement with GS Capital, a privateequity affiliate of Goldman, Sachs & Co.

USI stockholders will receive $17 in cash for each share of USIcommon stock.

The firm, which operates out of 68 offices in 19 states, said GSCapital would repay the brokerage's existing debt obligations. USIhas approximately 3,000 employees.

“After careful analysis, the special committee and board haveendorsed this transaction as being in the best interest of ourstockholders,” said David Eslick, USI's chairman and chiefexecutive officer, in a statement.

Mr. Eslick continued, “Our new partner is a world-leadingprivate equity firm that believes in our commitment to investing inour people and is committed to working with us to deliver the mostvalue for our clients and customers.”

“Goldman Sachs has a long and successful record of investing inthe financial services industry,” said Henry Cornell, a managingdirector at GS Capital. “We look forward to investing in thecontinued growth of USI in this next chapter.”

On Friday, USI's stock closed at $15.55 a share.

USI said the transaction is expected to close in the secondquarter of this year.