Baldwin Group to merge with CAC Group for $1.026B upfront; EPS accretion over 20%

Baldwin Insurance Group, Inc.

Total upfront consideration of $1.026B: $438M cash plus 23.2M shares valued at $589M (30-day VWAP); implied multiple 7.9x 2025E PF Adj. EBITDA.
Additional contingent earnout of up to $250M and $70M deferred payment at 4 years post-close.
Transaction expected to be accretive to 2025 Adjusted EPS by over 20% with full run-rate synergies and net leverage neutral at close.
Combined entity projected 2026 gross revenue >$2B and Adj. EBITDA >$470M; close expected Q1 2026 subject to regulatory approval.
Baldwin becomes largest majority colleague-owned publicly-traded insurance broker; CAC to get board seat via voting agreement.

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