Aon has agreed to acquire USI Insurance Services for $17 billion in cash, a transaction that will create a $6.5 billion U.S. middle-market brokerage platform and place a notable valuation marker on the insurance distribution business.
For agency owners, one number in the transaction may be particularly noteworthy.
USI reported $2.628 billion in net commissions and fees in 2025. Against the $17 billion purchase price, Aon is paying approximately 6.5 times USI’s annual commissions and fees. USI separately reported $262.2 million in contingent and supplemental revenue and $82.1 million in other income.
The figures come from USI’s audited 2025 financial statements, which Aon filed with the Securities and Exchange Commission after announcing the acquisition.
A Higher Multiple Than Gallagher Paid For Eastern Insurance
Massachusetts agency owners have a relatively recent transaction that provides some perspective on the USI valuation.
When Arthur J. Gallagher & Co. acquired Eastern Insurance Group from Eastern Bank in 2023 for approximately $510 million, AgencyChecklists reported that the purchase price represented five times commissions, then a new high in the Massachusetts insurance agency M&A market.
By comparison, Aon’s $17 billion purchase price for USI represents approximately 6.5 times USI’s $2.628 billion in audited 2025 net commissions and fees.
The transactions are substantially different in size, structure and strategic purpose, so the multiples should not be viewed as directly comparable measures of agency value. Still, they provide useful reference points. Three years after Gallagher paid five times commissions for Eastern Insurance, one of the world’s largest brokers is paying approximately 6.5 times commissions and fees for one of the nation’s largest insurance brokerage organizations.
The valuation also reflects how much USI grew during KKR’s ownership.
KKR invested in USI in 2017 in a transaction that valued the company at approximately $4.3 billion. During the following nine years, USI nearly tripled its revenue through a combination of organic growth and more than 90 acquisitions. KKR says the $17 billion sale represents approximately six times the equity it originally invested in 2017 and 3.4 times the total KKR balance-sheet capital invested over its ownership period.
USI Brings $11 Billion In P&C Premium To Aon
USI has approximately $3 billion in annual revenue, more than 10,500 employees and more than 200 offices. Aon identifies USI as the tenth-largest U.S. insurance broker by revenue based on the 2026 Business Insurance rankings.
Property and casualty accounts for approximately 45% of USI’s revenue. The brokerage has more than 2,800 insurance sales professionals and placed approximately $11 billion in P&C premium in 2025.
The acquisition will combine USI with Aon’s existing middle-market operations and NFP, which Aon acquired in 2024. Aon calculates that USI, NFP and the applicable portion of Aon had approximately $6.5 billion in combined 2025 revenue.
The resulting platform will combine local distribution with direct E&S access through managing general agents, managing general underwriters and wholesale distribution, along with integrated operations and what Aon describes as a combined “producer engine.”
Aon President and CEO Greg Case said the combination will “substantially enhance our middle-market footprint and expand access for our firm in the E&S segment.”
E&S Access Is A Significant Part Of Aon’s Strategy
Aon identifies the U.S. middle market as a more than $40 billion opportunity representing more than one-third of U.S. commercial P&C direct written premium.
The company is also emphasizing USI’s ability to increase its participation in excess and surplus lines. Aon says E&S represents approximately 26% of U.S. commercial P&C premiums and grew at an 18% compound annual rate from 2020 through 2024, compared with 6% for the admitted market.
That makes USI more than an acquisition of additional retail brokerage revenue. Aon’s stated strategy includes using the combination to expand its direct access to the E&S segment and wholesale distribution.
Aon Targets $395 Million In Annual Synergies
Aon expects the combination to produce $395 million in annual run-rate net adjusted EBITDA benefits from revenue and cost synergies across the combined middle-market platform.
The company expects the transaction to be dilutive to adjusted earnings per share in 2027 and accretive beginning in 2028.
Aon calculates a net purchase price of approximately $16.7 billion after taking into account approximately $278 million in expected tax attributes. On that basis, the company puts the purchase price at 14.5 times synergized adjusted EBITDA.
That measure is important to distinguish from USI’s historical earnings. Aon’s calculation incorporates targeted future run-rate synergies expected to be substantially realized between closing and 2029. It therefore should not be read as a 14.5-times multiple of USI’s historical EBITDA.
Acquisition Will Substantially Increase Aon’s Debt
The acquisition will also substantially increase Aon’s debt.
Aon expects to finance the transaction with new debt across a range of maturities. The financing is expected to include approximately $13.5 billion of senior unsecured notes and a $4 billion term loan. The term loan is expected to consist of two $2 billion tranches maturing two and three years after closing, while the notes are expected to have maturities ranging from three to 30 years.
S&P Global Ratings says Aon intends to raise approximately $17.5 billion in new debt, including about $1.3 billion that would prefund existing debt maturities due during the first half of 2027.
Following announcement of the acquisition, S&P affirmed Aon’s A- issuer credit rating but revised its outlook to negative from stable. S&P estimates Aon’s pro forma financial leverage will rise to approximately 4.3 to 4.5 times after closing and expects the company to focus on debt repayment and reduced discretionary spending, including curtailed share repurchases, as leverage declines.
Aon has said it expects to maintain its investment-grade credit ratings and return to its leverage objective of 2.8 to 3.0 times within approximately 24 months after closing.
USI CEO Mike Sicard To Lead Combined Middle-Market Business
USI Chairman and CEO Mike Sicard will have a major role in the combined organization.
Following closing, Sicard will become president of Aon plc and global CEO of Middle Market, reporting to Case and joining Aon’s executive committee. He will lead the combined middle-market platform encompassing USI, NFP and Aon.
“Joining Aon represents a truly energizing next chapter for our firm and an opportunity to accelerate our momentum as part of the Aon United platform,” Sicard said when the transaction was announced.
He said he looks forward to “uniting the strengths of USI, NFP and Aon” in leading the combined operation.
Closing Expected In Fourth Quarter
Aon and USI entered into their definitive merger agreement on August 30, with Aon publicly announcing the transaction the following day.
The acquisition remains subject to regulatory approvals and other customary closing conditions and is expected to close in the fourth quarter of 2026.
If completed, the acquisition will follow Aon’s 2024 acquisition of NFP and give the company a substantially larger position in the U.S. middle-market brokerage business.
For independent agency owners, however, the transaction carries another noteworthy number: $17 billion for a brokerage that generated $2.628 billion in net commissions and fees last year — approximately 6.5 times commissions and fees.
That does not establish a valuation multiple for other agencies. It does provide another measure of the value a major buyer is willing to place on a large, growing insurance distribution business.
