Aon plc (NYSE:AON) entered into an agreement to acquire NFP Corp. from Madison Dearborn Partners, LLC and HPS Investment Partners, LLC and others for $13.6 billion on December 19, 2023. The equity component of the consideration will be derived by collar mechanism. If the average of the daily volume-weighted average sales price for Aon Ordinary Shares on the NYSE for each of the 10 consecutive trading days ending on and including the trading day that is 7 business days prior to the closing (the ?Aon Closing Share Price?) is greater than $345.4496, an amount of Aon Ordinary Shares equal to the quotient obtained by dividing (x) $6,450,000,000 by (y) the Aon Closing Share Price; (b) if the Aon Closing Share Price is an amount greater than or equal to $321.3485 but less than or equal to $345.4496, then 18,671,318 Aon Ordinary Shares; (c) if the Aon Closing Share Price is an amount less than $321.3485 but greater than or equal to $273.1462, an amount of Aon Ordinary Shares equal to the quotient obtained by dividing (x) $6,000,000,000 by (y) the Aon Closing Share Price; or (d) if the Aon Closing Share Price is an amount less than $273.1462, then 21,966,256 Aon Ordinary Shares, subject to (I) increase by the quotient obtained by dividing (x) the Indebtedness Adjustment Amount, if any, by (y) the Aon Closing Share Price and (II) decrease by the quotient obtained by dividing (x) the absolute value of the Residual Cash Amount by (y) the Aon Closing Share Price.

As part of consideration, Aon will pay up to $6.75 billion in cash and up to 21,966,256 class A ordinary shares, with such number of Company Shares being, in each case, subject to certain adjustments. The transaction is expected to be dilutive to adjusted EPS in 2025, breakeven in 2026, and accretive in 2027 and beyond, with positive impacts to free cash flow beginning in 2026. Aon intend to fund the cash portion of this transaction with approximately $7 billion of new debt. Doug Hammond, chairman and Chief Executive Officer of NFP, will continue to lead the business as an independent but connected platform within Aon, reporting to Eric Andersen, president of Aon. In case of termination, Aon has agreed to pay NFP a $250 million termination fee.

Closing of the transaction is subject to customary conditions, including regulatory approvals, the applicable waiting periods under the HSR Act shall have expired or been terminated, the FCA Approvals and CBI Approval shall have been obtained, shares issuable as Aggregate Equity Consideration shall have been approved for listing on NYSE, approval by NFP Stockholders, the receipt of the written resignations of the directors, officers, and managers of NFP, approval by CFIUS, the Form S-4 shall have become effective under the Securities Act. Board of directors of Aon approved the merger agreement. Board of directors of NFP unanimously approved the transaction. The waiting period has expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired on February 21, 2024. Closing is expected to occur in mid-2024. As of April 20, 2024, the transaction is expected to close on or around April 25, 2024.

UBS Investment Bank acted as financial advisor to Aon on the transaction. Citi served as a financial advisor and is advising Aon on the transaction financing. Robert I. Townsend III, O. Keith Hallam III, Jin-Kyu Baek, George E. Zobitz, Craig F. Arcella, Kelly M. Smercina, Sarah F. Rosen, Lauren Angelilli, Arvind Ravichandran, Eric W. Hilfers, Sarah W. Colangelo, Sasha Rosenthal-Larrea, Christine A. Varney, Margaret T. Segall, Matthew Morreale, Annmarie M. Terraciano, Benjamin G. Joseloff, Megan Y. Lew, Joyce Law, Brian M. Budnick and Jonathan Nickas of Cravath, Swaine & Moore LLP acted as legal counsel to Aon. Evercore Group, L.L.C acted as lead financial advisor with support from BofA Securities, Inc., Deutsche Bank Securities Inc., Jefferies LLC and TD Securities to NFP. Howard L. Ellin, Kenneth M. Wolff and Jon Hlafter of Skadden, Arps, Slate, Meagher & Flom LLP and Matt Richards, Pamela Glazier, Brandon Dunn, Jenny Rikoski, Alex Zeltser, Dan Coyne, Brynn Rail and George Raine of Ropes & Gray LLP acted as external legal counsel to NFP, and Adam Givertz, Ian Hazlett, Scott Sher; and Scott Sontag of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as external legal counsel to Madison Dearborn Partners, LLC and HPS Investment Partners, LLC. UBS and Evercore Group, L.L.C provided financial due diligence services. Cravath, McDermott Will & Emery LLP, Torys LLP, Matheson LLP, Willkie Farr & Gallagher (UK) LLP and Skadden provided legal due diligence services. Michael Byrne, Amber Adair, David Solander, Eugene Goldman, Kristen Hazel, John Lutz, Andrew Granek, Mimi Alexandre, Erin Kelly, Sarah Raaii, Peg Warner, Lisa Kaderabek and Andrew Liazos of McDermott Will & Emery LLP acted as legal advisor to Aon plc. Andrea Best of McDermott Will & Emery UK LLP acted as legal advisor to Aon plc. Gary McSharry, Stephen FitzSimons, Darragh Murphy, Laura Treacy, Stephen Ryan and Beverley Williamson and Alan Heuston and Ian Hanrahan of McCann Fitzgerald LLP acted as legal advisor to NFP. D.F. King & Co., Inc. acted as information and tender agent to Aon. Barclays Capital Inc. acted as financial advisor to NFP.

Aon plc (NYSE:AON) completed the acquisition of NFP Corp. from Madison Dearborn Partners, LLC and HPS Investment Partners, LLC and others for $12.7 billion on April 25, 2024. Aon acquired NFP for an enterprise value of $13.0 billion, including $7.0 billion cash and assumed liabilities as well as $6 billion in equity in the form of 19 million Aon shares.