Aon acquires USI from KKR
Aon has announced the signing of a definitive agreement to acquire USI from KKR and other shareholders for a total purchase price of $17.0 billion.
According to Aon the transaction establishes the premier platform in the large and growing US middle-market segment, building on the success of Aon's acquisition of NFP in 2024.
USI, a provider of property & casualty, employee benefit, personal risk and retirement solutions for the middle market, is the tenth largest US insurance broker with approximately $3 billion in annual revenue and more than 10,500 team members across nearly 200 US offices. Powered by its proprietary USI ONE platform for analytics, networked resources and strategic planning to inform and advise clients, USI is highly complementary with Aon's one-firm, Aon United strategy and global Aon Business Services operating and technology engine, the companies said.
“In a time of rising complexity and volatility, creating better outcomes for clients across their risk and people challenges requires a combination of capabilities and expertise supported by proprietary data, analytics and technology,” said Greg Case, president and chief executive of Aon. “Through the successful execution of our 3x3 Plan to accelerate our Aon United strategy, we have significantly strengthened our firm to build the industry's most differentiated model: what we call our context advantage.”
Case added: “Combining with USI will establish the premier U.S. middle-market platform, deepen our context advantage and position Aon to accelerate organic growth. Building on the success of our acquisition of NFP, USI will substantially enhance our middle-market footprint and expand access for our firm in the E&S segment to deliver content, capabilities and expertise to a broader client base, while enabling client leaders to expand relationships and win new business. Our combined data platform will generate richer insight, advance the development of innovative, AI-driven solutions and expand the universe of insurable risk, while further reinforcing the context advantage that differentiates Aon. For nearly two decades, Mike Sicard has built and led a high-performing and integrated team, and I am excited about the opportunities we will create together for our clients, colleagues and shareholders.”
Following the close of the transaction, USI chairman and chief executive Mike Sicard will serve as president of Aon and global chief executive of Middle Market, reporting to Case, and join the Aon Executive Committee.
“Joining Aon represents a truly energising next chapter for our firm and an opportunity to accelerate our momentum as part of the Aon United platform,” said Sicard. “Our firms share strong, one-firm cultures with a deep commitment to working together to bring the best of our capabilities to clients. I look forward to leading Aon's middle-market platform and uniting the strengths of USI, NFP and Aon to deliver a new standard of content, capabilities and service to our clients.”
The purchase price for USI is $17.0 billion, or $16.7 billion on a net basis, which reflects approximately $278 million of certain tax attributes. The net purchase price represents approximately 14.5x on a synergised trailing twelve-month adjusted EBITDA basis.
Aon expects to fund the transaction, as well as related transaction expenses and other costs, with new debt raised across a range of maturities, subject to market conditions.
The firm expects to maintain its current rating of Baa2 with Moody's and A- with S&P. Aon will continue to execute its disciplined capital allocation strategy, prioritising de-leveraging, funding a stable and growing dividend and balancing investments for growth with return of excess capital. Consistent with this strategy, the firm does not expect to repurchase shares in the near-term as it prioritises debt repayment.
The transaction has been unanimously approved by the board of directors of Aon and the board of directors of USI. Closing of the transaction is subject to customary conditions, including regulatory approvals, and is expected to occur in the fourth quarter of 2026. Aon and USI will continue to operate independently until the closing date.
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