Aon to Acquire USI for $17 Billion in Middle-Market Expansion

Aon plc has agreed to acquire USI from KKR and other shareholders for $17 billion, expanding Aon's presence in the US middle-market insurance sector and its access to the excess and surplus lines market.

USI, the 10th-largest US insurance broker, generates approximately $3 billion in annual revenue and has more than 10,500 employees across nearly 200 US offices. The company provides property and casualty, employee benefits, personal risk and retirement services to middle-market clients.

The acquisition follows Aon's purchase of NFP in 2024 and will expand its presence in a US middle-market segment that Aon estimates exceeds $40 billion and accounts for more than one-third of US commercial property and casualty direct written premium.

The transaction will also increase Aon's access to the excess and surplus (E&S) market through managing general agents, managing general underwriters and wholesalers. According to Aon, E&S business represents 26 percent of US commercial property and casualty premiums.

"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," Greg Case, president and CEO of Aon, said.

Aon said the combination of its operations with USI and NFP is expected to produce approximately $395 million in annual run-rate net adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) impact from revenue and cost synergies. The company expects the acquisition to be accretive to adjusted earnings per share beginning in 2028.

The $17 billion purchase price is $16.7 billion on a net basis after approximately $278 million in certain tax attributes. The net price represents approximately 14.5 times synergized trailing 12-month adjusted EBITDA.

Aon expects to finance the acquisition and related expenses with new debt issued across a range of maturities, subject to market conditions. The company expects to maintain its Baa2 rating from Moody's and A- rating from S&P and said it does not expect to repurchase shares in the near term as it prioritizes debt repayment.

Following completion of the transaction, USI Chairman and CEO Mike Sicard will become president of Aon plc and global CEO of middle market. He will report to Mr. Case and join Aon's executive committee.

"Joining Aon represents a truly energizing next chapter for our firm and an opportunity to accelerate our momentum as part of the Aon United platform," Mr. Sicard said. "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 boards of Aon and USI unanimously approved the transaction. The acquisition remains subject to customary closing conditions, including regulatory approvals, and is expected to close in the fourth quarter of 2026. Aon and USI will continue to operate independently until closing.