Aon has agreed to acquire USI Insurance Services for $17 billion in cash, but investors are giving very different verdicts to the buyer and seller.
Aon shares fell roughly 7% on Aug. 31, while KKR gained around 2% after the deal was announced. The market reaction reflects the economics: Aon is taking on new debt and pausing share repurchases to fund another major acquisition, while KKR is cashing out one of its most successful long-term private-equity investments.
Aon will acquire USI from KKR and other shareholders in a transaction expected to close in the fourth quarter of 2026, subject to regulatory approval. USI generates approximately $3 billion in annual revenue, employs more than 10,500 people and operates nearly 200 U.S. offices.
KKR Turns $4.3B USI Deal Into a Major Exit
The transaction is particularly significant for KKR.
The private-equity firm first invested in USI in 2017 in a deal valuing the insurance broker at roughly $4.3 billion, before adding capital in 2020, 2023 and 2025.
During KKR's ownership, USI nearly tripled revenue, completed more than 90 acquisitions and more than doubled its workforce. Adjusted revenue and adjusted EBITDA grew at compound annual rates of about 12% and 13%, respectively.
KKR says the sale represents approximately a 6x return on its original 2017 equity investment and 3.4x the total KKR balance-sheet capital invested over the full holding period.
After closing, KKR expects about $3.3 billion in after-tax proceeds and roughly $2 billion of adjusted net income, equivalent to more than $2 per share.
The exit comes as improving capital markets have created more opportunities for private-equity firms to monetize holdings, a trend also visible in the recent recovery in broader M&A activity.
Aon Is Making Another Huge Middle-Market Bet
For Aon, USI extends an acquisition strategy already transformed by its $13 billion purchase of NFP in 2024.
USI gives Aon additional access to middle-market companies and the Excess & Surplus insurance segment, which Aon says now represents around 26% of U.S. commercial property-and-casualty premiums.
Aon expects approximately $395 million in annual run-rate adjusted EBITDA benefits from cost and revenue synergies. The company values USI at roughly 14.5 times synergized trailing adjusted EBITDA.
The cost is what investors are weighing.
Aon plans to finance the all-cash transaction with newly issued debt across multiple maturities. Management expects the acquisition to dilute adjusted earnings per share in 2027 before becoming accretive in 2028, and Aon does not expect to repurchase shares in the near term as it prioritizes deleveraging.
That explains much of Monday's share-price reaction.
The deal also expands a company already experimenting beyond traditional insurance infrastructure. Aon recently completed a [stablecoin insurance payment] using USDC and PYUSD across Ethereum and Solana, while insurance-sector technology investment has accelerated through acquisitions such as Infosys' [insurance technology deal].
For KKR, USI is already a realized private-equity success story. For Aon, the harder test begins after closing: proving that $395 million of projected synergies and deeper middle-market exposure justify a $17 billion price tag, additional leverage and a temporary pause in buybacks.