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Aon completes acquisition of NFP to bring more capability to clients

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Aon plc completes the acquisition of NFP for an enterprise value of $13.0 billion, including $7.0 billion cash and assumed liabilities, as well as $6.0 billion in equity. The acquisition is expected to bring more capability to clients and contribute to accretion and free cash flow benefits sooner than anticipated. NFP will operate as an independent and connected platform within Aon, delivering Risk Capital and Human Capital capabilities.
Aon plc ha completato l'acquisizione di NFP per un valore aziendale di 13,0 miliardi di dollari, includendo 7,0 miliardi in contanti e passività assunte, nonché 6,0 miliardi in azioni. Si prevede che l'acquisizione aumenterà le capacità offerte ai clienti e contribuirà più rapidamente del previsto all'accrescimento dei benefici sul flusso di cassa libero. NFP opererà come una piattaforma indipendente e connessa all'interno di Aon, fornendo capacità nel capitale di rischio e nel capitale umano.
Aon plc ha completado la adquisición de NFP por un valor empresarial de 13.000 millones de dólares, incluyendo 7.000 millones en efectivo y pasivos asumidos, y 6.000 millones en acciones. Se espera que la adquisición aumente las capacidades para los clientes y contribuya a la creación de beneficios de flujo de caja libre y aceleración del aporte más pronto de lo anticipado. NFP funcionará como una plataforma independiente y conectada dentro de Aon, entregando capacidades de Capital de Riesgo y Capital Humano.
Aon plc는 130억 달러의 기업 가치로 NFP 인수를 완료했으며, 이는 70억 달러 현금 및 인수된 부채와 60억 달러 주식을 포함합니다. 이 인수는 고객들에게 더 많은 역량을 제공하고 기대보다 빠르게 유보 현금 흐름 혜택을 증가시킬 것으로 예상됩니다. NFP는 Aon 내에서 독립적이며 연결된 플랫폼으로 운영되어 리스크 자본 및 인적 자본 역량을 제공할 것입니다.
Aon plc a finalisé l'acquisition de NFP pour une valeur d'entreprise de 13,0 milliards de dollars, incluant 7,0 milliards de dollars en espèces et passifs assumés, ainsi que 6,0 milliards de dollars en actions. L'acquisition devrait apporter plus de capacités aux clients et contribuer à l'accroissement et aux avantages de flux de trésorerie libre plus tôt que prévu. NFP fonctionnera comme une plateforme indépendante et connectée au sein d'Aon, offrant des capacités en capital risque et en capital humain.
Aon plc hat die Übernahme von NFP mit einem Unternehmenswert von 13,0 Milliarden Dollar abgeschlossen, einschließlich 7,0 Milliarden Dollar in bar und übernommenen Verbindlichkeiten sowie 6,0 Milliarden Dollar in Aktien. Es wird erwartet, dass die Akquisition die Fähigkeiten für Kunden erhöht und früher als erwartet zu einer Steigerung und freien Cashflow-Vorteilen beiträgt. NFP wird innerhalb von Aon als unabhängige und verbundene Plattform operieren und Fähigkeiten im Risikokapital und Humankapital liefern.
Positive
  • The acquisition of NFP expands Aon's presence in the large and fast-growing middle-market segment.
  • The faster-than-anticipated close date contributes to expected accretion and free cash flow benefit realization a year earlier than modeled.
  • Aon will provide further updates on NFP and deal financials during its earnings call on April 26, 2024.
Negative
  • None.

Insights

The acquisition of NFP by Aon represents a strategic consolidation in the professional services industry, particularly in the middle-market segment. With NFP's substantial footprint in property and casualty brokerage, benefits consulting, wealth management and retirement plan advisory, Aon is positioned to enhance its service offerings. This move aligns with Aon's '3x3 Plan' to expedite the Aon United strategy, leveraging NFP's capabilities to deepen its market penetration.

The transaction, valued at $13.0 billion, includes a mix of cash, assumed liabilities and equity. The issuance of 19 million Aon shares as part of the equity stake will dilute existing shareholders, but this is counterbalanced by the potential for accretive earnings and increased free cash flow anticipated from the acquisition. A one-year acceleration in the expected realization of these financial benefits could signal that the integration of NFP may be smoother and more efficient than initially projected.

From a financial perspective, the early closure of the deal has positive implications for Aon's cash flow, which is an essential indicator of the firm's financial health and its ability to sustain investments, dividends and debt repayment. The boost in accretion means earnings per share could rise sooner than expected, which is generally well-received by the market. However, investors should be mindful of the added debt taken on to finance the cash portion of the deal and resulting interest obligations.

It may also be prudent for shareholders to follow updates during Aon’s earnings call, as the integration's success largely hinges on the execution of post-merger initiatives. Details on cost synergies, cross-selling opportunities and retention of NFP’s client base post-acquisition will be critical for evaluating the transaction’s long-term value.

This acquisition by Aon is not just about expansion — it's about strategic positioning. By assimilating NFP's 'independent and connected' approach, Aon could cultivate a more robust, agile service platform. The combined entity aims to address volatility in risk and people issues, areas that are becoming increasingly vital as businesses navigate complex global landscapes. The alignment of both companies under the 'Aon Business Services' platform is expected to bolster scalability and efficiency, potentially creating a competitive advantage in the market.

Investors should track how well Aon manages to integrate NFP's corporate culture and maintain its client-centric approach, as these factors can influence client retention and employee satisfaction. Furthermore, the ongoing leadership of NFP's CEO under Aon's banner could suggest a smooth transition and continuity that might reassure stakeholders.

–  Faster-than-anticipated close contributes to accretion and free cash flow benefit realization a year earlier than modeled

–  As an Aon company, NFP will operate as an independent and connected platform delivering Risk Capital and Human Capital capabilities

–  Enterprise value of $13.0 billion, including $7.0 billion cash and assumed liabilities as well as $6.0 billion in equity in the form of 19.0 million Aon shares

DUBLIN, April 25, 2024 /PRNewswire/ -- Aon plc (NYSE: AON), a leading global professional services firm, announced today that it has completed the acquisition of NFP, a leading middle market property and casualty broker, benefits consultant, wealth manager and retirement plan advisor, from funds affiliated with NFP's main capital sponsor, Madison Dearborn Partners (MDP), and funds affiliated with HPS Investment Partners for an enterprise value of $13.0 billion, including $7.0 billion cash and assumed liabilities1 as well as $6.0 billion in equity in the form of 19.0 million Aon shares.

"It is a historic day for our firm as we welcome NFP to Aon and work together to help clients address increasing volatility across risk and people issues," said Greg Case, CEO of Aon. "With high performing teams and leading content and capability – further enabled by our Aon Business Services operating platform – we will create more value for our clients, while also enhancing long-term shareholder value creation for investors. This acquisition is another example of how we are going further, faster with our 3x3 Plan to accelerate our Aon United strategy and further enhance our relevance to clients."

The acquisition of NFP expands Aon's presence in the large and fast-growing middle-market segment, with more than 7,700 colleagues and capabilities across property and casualty brokerage, benefits consulting, wealth management and retirement plan advisory. As an Aon company, NFP will operate as an "independent and connected" platform delivering Risk Capital and Human Capital capabilities from across Aon and will continue to be led by NFP CEO Doug Hammond, reporting into Aon President Eric Andersen.

"The idea of being 'independent and connected' is key to how we will collaborate and create more options for clients across our Risk Capital and Human Capital capabilities," said Andersen. "Doug and his team have built an exceptional client-centered business and we are focused on using our Aon Business Services platform to scale delivery of new capabilities to small and middle market clients across Aon and NFP."

"With Aon's acquisition of NFP now complete, we are starting an exciting new chapter in our company's history," said Doug Hammond, CEO of NFP. "We look forward to the positive impact that our complementary expertise and capabilities will have on all stakeholders. Aon's diverse resources and global reach enhance our ability to serve the dynamic risk, workforce, wealth management and retirement needs of our clients. We remain focused on both advancing a culture colleagues want to be part of and working together to contribute to our collective growth and success."

The faster-than-anticipated close date contributes to expected accretion and free cash flow benefit realization a year earlier than modeled at announcement. Aon will provide further updates on NFP and deal financials, along with the firm's financial results, guidance, and outlook during its previously scheduled earnings call on April 26, 2024.

UBS Investment Bank served as the exclusive financial advisor to Aon on the transaction. Citi served as a financial advisor and is advising Aon on the transaction financing. Cravath, Swaine & Moore LLP and McDermott Will & Emery LLP acted as external legal counsel to Aon. Evercore acted as lead financial advisor with support from Barclays, BofA Securities, Inc., Deutsche Bank Securities Inc., Jefferies LLC and TD Securities to NFP. Skadden, Arps, Slate, Meagher & Flom LLP and Ropes & Gray LLP acted as external legal counsel to NFP, and Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as external legal counsel to NFP's capital sponsors.

About Aon
Aon plc (NYSE: AON) exists to shape decisions for the better — to protect and enrich the lives of people around the world. Through actionable analytic insight, globally integrated Risk Capital and Human Capital expertise, and locally relevant solutions, our colleagues provide clients in over 120 countries and sovereignties with the clarity and confidence to make better risk and people decisions that help protect and grow their businesses. 

Follow Aon on LinkedInXFacebook and Instagram. Stay up-to-date by visiting Aon's newsroom and sign up for news alerts here.

About NFP
NFP, an Aon company, is an organization of consultative advisors and problem solvers helping companies and individuals address their most significant risk, workforce, wealth management and retirement challenges. We are more than 7,700 colleagues in the US, Puerto Rico, Canada, UK and Ireland serving a diversity of clients, industries and communities. Our global capabilities, specialized expertise and customized solutions span property and casualty insurance, benefits, wealth management and retirement plan advisory. Together, we put people first, prioritize partnerships and continuously advance a culture we're proud of. Visit https://www.nfp.com/ to learn more.

About Madison Dearborn Partners
Madison Dearborn Partners, LLC is a leading private equity investment firm based in Chicago. Since MDP's formation in 1992, the firm has raised aggregate capital of more than $31 billion and has completed over 160 platform investments. MDP invests across four dedicated industry verticals, including basic industries; financial services; health care; and technology & government. For more information, please visit www.mdcp.com.

About HPS Investment Partners
HPS Investment Partners, LLC is a leading global, credit-focused alternative investment firm that seeks to provide creative capital solutions and generate attractive risk-adjusted returns for our clients. We manage various strategies across the capital structure, including privately negotiated senior debt; privately negotiated junior capital solutions in debt, preferred and equity formats; liquid credit including syndicated leveraged loans, collateralized loan obligations and high yield bonds; asset-based finance and real estate. The scale and breadth of our platform offers the flexibility to invest in companies large and small, through standard or customized solutions. At our core, we share a common thread of intellectual rigor and discipline that enables us to create value for our clients, who have entrusted us with $111 billion of assets under management as of February 2024. For more information, please visit www.hpspartners.com.

Investor Contact

Aon
Leslie Follmer
+1 847 442 0622
investor.relations@aon.com

Media Contacts 

Aon 
mediainquiries@aon.com 
Toll-free (U.S., Canada and Puerto Rico): +1 833 751 8114 
International: +1 312 381 3024 

NFP
Josh Wozman
josh.wozman@nfp.com
415.318.6441

Safe Harbor Statement
This communication contains certain statements related to future results, or states Aon's intentions, beliefs and expectations or predictions for the future, all of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. These forward-looking statements include information about possible or assumed future results of Aon's operations. All statements, other than statements of historical facts, that address activities, events or developments that Aon expects or anticipates may occur in the future, including, without limitation, statements about the benefits of the acquisition, including future financial and operating results and synergies, Aon's, NFP's and the combined firm's plans, objectives, expectations and intentions are forward-looking statements. Also, when Aon uses words such as "anticipate", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "looking forward", "may", "might", "plan", "potential", "opportunity", "commit", "probably", "project", "should", "will", "would" or similar expressions, it is making forward-looking statements.

The following factors, among others, could cause actual results to differ materially from those set forth in or anticipated by the forward looking statements:  adverse effects on the market price of Aon's securities and on Aon's operating results for any reason, the failure to realize the expected benefits of the acquisition (including anticipated revenue and growth synergies), the failure to effectively integrate the combined companies, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals, significant transaction and integration costs or difficulties in connection with the acquisition and/or unknown or inestimable liabilities, potential litigation associated with the acquisition, the potential impact of the consummation of the acquisition on relationships, including with suppliers, customers, employees and regulators, and general economic, business and political conditions (including any epidemic, pandemic or disease outbreak) that affect the combined companies.

Any or all of Aon's forward-looking statements may turn out to be inaccurate, and there are no guarantees about Aon's performance. The factors identified above are not exhaustive. Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. In addition, results for prior periods are not necessarily indicative of results that may be expected for any future period. Further information concerning Aon and its businesses, including factors that potentially could materially affect Aon's financial results, is contained in Aon's filings with the SEC. See Aon's Annual Report on Form 10-K for the year ended December 31, 2023, and additional documents filed by Aon with the SEC for a further discussion of these and other risks and uncertainties applicable to Aon and its businesses. These factors may be revised or supplemented in subsequent reports filed with the SEC. Any forward-looking statements in this communication are based upon information available as of the date of this communication which, while believed to be true when made, may ultimately prove to be incorrect. Aon is not under, and expressly disclaims, any obligation to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise.

No Offer or Solicitation
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.

1 Total amount of cash consideration based on estimates of acquired cash.

Aon plc (NYSE: AON) exists to shape decisions for the better - to protect and enrich the lives of people around the world. Through actionable analytic insight, globally integrated Risk Capital and Human Capital expertise, and locally relevant solutions, our colleagues in over 120 countries and sovereignties provide our clients with the clarity and confidence to make better risk and people decisions that help protect and grow their businesses. (PRNewsfoto/Aon plc)

 

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SOURCE Aon plc

FAQ

What is the enterprise value of the acquisition of NFP by Aon plc?

The enterprise value of the acquisition of NFP by Aon plc is $13.0 billion, including $7.0 billion cash and assumed liabilities, as well as $6.0 billion in equity.

Who will lead NFP as an Aon company?

NFP will continue to be led by CEO Doug Hammond, reporting into Aon President Eric Andersen.

What are the key capabilities that NFP will deliver as an Aon company?

NFP will deliver Risk Capital and Human Capital capabilities as an independent and connected platform within Aon.

When will Aon provide further updates on NFP and deal financials?

Aon will provide further updates on NFP and deal financials during its earnings call on April 26, 2024.

Who served as the exclusive financial advisor to Aon on the transaction?

UBS Investment Bank served as the exclusive financial advisor to Aon on the transaction.

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