– 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 LinkedIn, X, Facebook 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
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from either historical or anticipated results depending on a
variety of factors. These forward-looking statements include
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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
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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.
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