Aon to acquire NFP for ~$13.4B in cash and stock to expand middle-market presence

Aon plc

Aon acquires NFP for total ~$13.4B: $7B cash + $6.4B in Aon stock; represents ~15x seller-adjusted EBITDA.
NFP will operate as independent but connected platform, branded as 'NFP, an Aon company'; CEO Doug Hammond continues leading, reporting to Eric Andersen.
Transaction expected to close mid-2024, subject to regulatory approvals; termination fee of $250M payable by Aon if fails due to regulatory.
Aon expects >$2.8B in value creation from pre-tax synergies, net of ~$400M one-time costs; diluted to adj. EPS in 2025, breakeven 2026, accretive from 2027.
Acquisition expands Aon's middle-market presence in risk, benefits, wealth, retirement plan advisory; NFP has 7,700+ colleagues.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Aon plc entered into Agreement and Plan of Merger with NFP Intermediate Holdings A Corp. and NFP Parent Co, LLC valued at up to $6.75 billion in cash and up to 21,966,256 class A ordinary shares (effective 2023-12-19).

Action: entry
Agreement: merger
Counterparty: NFP Intermediate Holdings A Corp. and NFP Parent Co, LLC
Value: up to $6.75 billion in cash and up to 21,966,256 class A ordinary shares
Effective: 2023-12-19

Exact text from the filing

On December 19, 2023, Aon plc, an Irish public limited company (the “Company” or “Aon”), Randolph Acquisition Corp., a Delaware corporation and an indirect, wholly owned subsidiary of the Company (“Acquirer”), and Randolph Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquirer (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NFP Intermediate Holdings A Corp., a Delaware corporation (“NFP”), and NFP Parent Co, LLC, a Delaware limited liability company (“NFP Seller”), pursuant to which Acquirer will acquire NFP for an aggregate purchase price of (i) up to $6.75 billion in cash (the “Cash Consideration”) and (ii) up to 21,966,256 class A ordinary shares, nominal value $0.01, in the capital of the Company (“Company Shares”, with such number of Company Shares being the “Share Consideration” and, together with the Cash Consideration, the “Transaction Consideration”), in each case, subject to certain adj

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Aon plc filing history →

Source: SEC EDGAR

accession 0001193125-23-299956

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