8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 10, 2007

HILB ROGAL & HOBBS COMPANY

(Exact name of registrant as specified in its charter)

0-15981

(Commission File Number)

Virginia	54-1194795
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
4951 Lake Brook Drive, Suite 500 Glen Allen, Virginia	23060
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (804) 747-6500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On September 10, 2007, Hilb Rogal & Hobbs Company (the “Registrant”) entered into a Note Purchase and Private Shelf Agreement (the “Note Purchase Agreement”) with The Prudential Insurance Company of America (“Prudential”). In addition, on September 10, 2007, the Registrant entered into Amendment No. 2 to Credit Agreement and Joinder Agreement (the “Amendment and Joinder Agreement”) among the Registrant; Bank of America, N.A., as administrative agent; and the other lenders thereunder.

Under the Note Purchase Agreement, the Registrant issued $100.0 million of Senior Secured Notes, Series A (the “Series A Notes”) to Prudential. The Series A Notes will mature on August 27, 2017 and bear interest at a fixed rate of 6.44%. Proceeds from the Series A Notes were primarily used to repay the $98.8 million of outstanding term loans under the Registrant’s existing Credit Agreement with Bank of America, N.A. and other lenders. The Note Purchase Agreement also provides for an uncommitted shelf facility by which the Registrant may issue, over the next three years, up to $100.0 million of Senior Secured Notes to Prudential at a fixed interest rate and with a maturity date not to exceed ten years. The interest rate will be based on the Treasury Rate available at the time of borrowing plus a negotiated spread.

The Note Purchase Agreement provides, among other terms, requirements for maintaining certain financial ratios and specific limits or restrictions on foreign acquisitions, indebtedness, investments, payment of dividends, and repurchases of common stock. Management does not believe that the restrictions contained in the Note Purchase Agreement will, in the foreseeable future, adversely affect the Registrant’s ability to pay cash dividends at the current dividend rate. However, there can be no assurance in this regard.

The Note Purchase Agreement includes customary events of default including, without limitation, nonpayment of principal, interest or other amounts when due, covenant defaults, cross-defaults, bankruptcy events, and material judgments. Borrowings under the Note Purchase Agreement are guaranteed by certain principal subsidiaries of the Registrant and are secured by a pledge of the stock of those subsidiaries.

The Amendment and Joinder Agreement amends the Registrant’s Credit Agreement dated April 26, 2006, and subsequently amended, which provides a term loan facility and revolving credit facility (the “Revolving Credit Facility”). The Amendment and Joinder Agreement (i) permits the Registrant’s entry into the Note Purchase Agreement, (ii) increases the aggregate principal amount of the Revolving Credit Facility from $325.0 million to $445.0 million, (iii) permits the Registrant to request additional aggregate principal amounts up to $125.0 million for the Revolving Credit Facility, and (iv) consents to the acquisition of Banc of America Corporate Insurance Agency LLC and allows its exclusion from the acquisition limitation covenant of the Credit Agreement.

The foregoing descriptions of the Note Purchase Agreement and Amendment and Joinder Agreement (collectively, the “Agreements”) are qualified in their entirety by reference to the complete terms and conditions of the Agreements, copies of each of which will be filed as an exhibit to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.

1

The news release relating to the above is attached as Exhibit 99.1 to this Report and is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

As described in Item 1.01 of this Report, the Registrant entered into two agreements on September 10, 2007. The disclosures regarding both of these agreements in Item 1.01 are incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	News release issued by the Registrant on September 10, 2007

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HILB ROGAL & HOBBS COMPANY
	(Registrant)
Date: September 13, 2007	By:	/s/ Michael Dinkins
		Michael Dinkins
		Executive Vice President and Chief Financial Officer

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	News release issued by the Registrant on September 10, 2007

EX-99.1

Exhibit 99.1

News Release

Hilb Rogal & Hobbs Company	Investor Contact: Carolyn Jones
4951 Lake Brook Drive	Phone: (804) 747-3108
Glen Allen, Virginia 23060-9272	Fax: (804) 747-6046

FOR IMMEDIATE RELEASE

September 10, 2007

HILB ROGAL & HOBBS ANNOUNCES PRIVATE PLACEMENT NOTE PURCHASE

AND PRIVATE SHELF AGREEMENT OF $200 MILLION AND REFINANCING

OF ITS SENIOR SECURED CREDIT FACILITY

RICHMOND, Va—Hilb Rogal & Hobbs Company (NYSE: HRH), one of the world’s largest insurance and risk management intermediaries, announced that it has entered into a Note Purchase and Private Shelf Agreement with Prudential Capital Group (the Note Purchase Agreement) and amended its existing senior secured credit agreement (the Credit Agreement).

Under the Note Purchase Agreement, HRH issued $100 million of Senior Secured Notes, Series A (the Series A Notes), which will mature on August 27, 2017 and bear interest at a fixed rate of 6.44% per annum. The proceeds from the sale of the Series A Notes were used to prepay the term loans outstanding under the Credit Agreement. The Note Purchase Agreement contains provisions for an uncommitted shelf facility by which HRH may issue, over the next three years, up to $100 million of Senior Secured Notes for up to a ten-year term at a fixed interest rate based on the Treasury Rates available at the time of the borrowing plus an applicable credit spread.

In addition, HRH has increased the revolving credit facility under the Credit Agreement by $120 million, to a total of $445 million, and amended the Credit Agreement to permit entry into the Note Purchase Agreement. In addition, this amendment provides an option for HRH to further increase the size of the revolving credit facility by up to $125 million, at any time during its term.

The Series A Notes have not been registered under the Securities Act of 1933 (the Securities Act) or any state securities laws and were offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act. Unless so registered, the Series A Notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.

Hilb Rogal & Hobbs Company (HRH) is the eighth largest insurance and risk management intermediary in the United States, with over 120 offices throughout the United States and the world. HRH helps clients manage their risks in property and casualty, employee benefits, professional liability and other areas of specialized exposure. In addition, HRH offers a full range of personal and corporate financial products and services. HRH is focused on understanding our clients’ businesses, employees and risks, as well as the insurance and financial markets, so that we can develop insurance, risk management, and employee benefits solutions that best fit their needs. The company’s common stock is traded on the New York Stock Exchange, symbol HRH. More information about HRH may be found at www.hrh.com.

— END —