Key Takeaways
- • Aon plc has signed a definitive agreement to acquire USI from KKR and other shareholders for $17.0 billion gross ($16.7 billion net after $278 million in tax attributes), targeting close in Q4 2026 subject to regulatory approval.
- • USI, the tenth-largest U.S. insurance broker, generated approximately $3 billion in annual revenue with over 10,500 employees and nearly 200 U.S. offices across property and casualty, employee benefits, personal risk, and retirement lines before acquisition.
- • Aon projects $395 million in annual run-rate net adjusted EBITDA synergies from the combined middle-market platform and expects the deal to be accretive to adjusted EPS in 2028 and thereafter; the net purchase price represents 14.5 times synergized trailing-twelve-month adjusted EBITDA.
- • KKR realizes approximately 3.4 times total balance-sheet capital return and roughly 6.0 times its original 2017 equity investment (then valued at approximately $4.3 billion), generating an estimated $3.3 billion in after-tax proceeds and approximately $2.0 billion in adjusted net income upon closing.
- • USI Chairman and CEO Mike Sicard will become President of Aon plc and global CEO of Middle Market, reporting to Aon CEO Greg Case and joining the Executive Committee; the acquisition extends Aon's middle-market consolidation strategy following its 2024 NFP acquisition.
Summary
Aon plc has agreed to acquire USI Insurance from private equity sponsor KKR and other shareholders for a total purchase price of $17.0 billion, representing a significant consolidation move in the U.S. insurance brokerage sector. The net purchase price after approximately $278 million in tax attributes totals $16.7 billion. The transaction is structured as a definitive agreement signed on September 2, 2026, with close targeted for the fourth quarter of 2026, subject to customary conditions including regulatory approvals.
USI ranks as the tenth-largest U.S. insurance broker, operating approximately 200 offices nationwide and employing over 10,500 professionals across four primary service lines: property and casualty, employee benefits, personal risk, and retirement. The company generates approximately $3 billion in annual revenue. Aon's acquisition is part of a broader strategic effort to consolidate the fragmented middle-market insurance brokerage segment, which exceeds $40 billion in size annually. The deal builds directly on Aon's 2024 acquisition of NFP and is designed to expand Aon's capabilities and footprint in the middle market, including enhanced access to Excess & Surplus lines.
The transaction economics reflect significant value creation for KKR. The private equity firm originally invested approximately $4.3 billion to acquire USI in 2017, representing a nine-year hold. KKR is realizing approximately 3.4 times total balance-sheet capital return and roughly 6.0 times its original equity investment through this exit, translating to estimated after-tax proceeds of approximately $3.3 billion and adjusted net income of approximately $2.0 billion subject to deal close. Aon is funding the acquisition through new debt across a range of maturities and does not expect to execute share repurchases in the near term while prioritizing balance-sheet deleveraging.
Aon management has identified approximately $395 million in annual run-rate net adjusted EBITDA synergies from combining the middle-market platforms through revenue enhancements and cost reductions. The company expects the transaction to be accretive to adjusted earnings per share in 2028 and thereafter, with the net purchase price equating to 14.5 times synergized trailing-twelve-month adjusted EBITDA. Post-close, USI Chairman and CEO Mike Sicard will assume the position of President of Aon plc and global CEO of Middle Market, reporting directly to Aon CEO Greg Case and joining the Aon Executive Committee, ensuring continuity in leadership and operational management of the combined entity.
USI ranks as the tenth-largest U.S. insurance broker, operating approximately 200 offices nationwide and employing over 10,500 professionals across four primary service lines: property and casualty, employee benefits, personal risk, and retirement. The company generates approximately $3 billion in annual revenue. Aon's acquisition is part of a broader strategic effort to consolidate the fragmented middle-market insurance brokerage segment, which exceeds $40 billion in size annually. The deal builds directly on Aon's 2024 acquisition of NFP and is designed to expand Aon's capabilities and footprint in the middle market, including enhanced access to Excess & Surplus lines.
The transaction economics reflect significant value creation for KKR. The private equity firm originally invested approximately $4.3 billion to acquire USI in 2017, representing a nine-year hold. KKR is realizing approximately 3.4 times total balance-sheet capital return and roughly 6.0 times its original equity investment through this exit, translating to estimated after-tax proceeds of approximately $3.3 billion and adjusted net income of approximately $2.0 billion subject to deal close. Aon is funding the acquisition through new debt across a range of maturities and does not expect to execute share repurchases in the near term while prioritizing balance-sheet deleveraging.
Aon management has identified approximately $395 million in annual run-rate net adjusted EBITDA synergies from combining the middle-market platforms through revenue enhancements and cost reductions. The company expects the transaction to be accretive to adjusted earnings per share in 2028 and thereafter, with the net purchase price equating to 14.5 times synergized trailing-twelve-month adjusted EBITDA. Post-close, USI Chairman and CEO Mike Sicard will assume the position of President of Aon plc and global CEO of Middle Market, reporting directly to Aon CEO Greg Case and joining the Aon Executive Committee, ensuring continuity in leadership and operational management of the combined entity.
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