Baldwin Insurance Group (BWIN) M&A Announcement summary

Deal rationale and strategic fit

• The merger creates the largest majority-colleague-owned, publicly traded insurance broker in the U.S., with over $2 billion in expected 2026 revenue and nearly 5,000 employees, combining complementary strengths in specialty and middle-market insurance.

• The combination leverages deep domain expertise, enabling holistic solutions, accelerated specialization, and significant cross-sell opportunities across retail, specialty, reinsurance, and MGA platforms.

• The advisor-centric, equity-aligned model and industry dislocation present opportunities to attract and retain elite talent, positioning the platform as a destination for top industry professionals.

• CAC brings up-market specialty talent, a strong track record of organic growth, and enhanced product expertise in Financial Lines, Transactional Liability, Cyber, and Surety.

• The merger is seen as a catalyst for growth, margin expansion, and talent attraction, uniting two colleague-centric cultures focused on equity ownership and development.

Financial terms and conditions

• Upfront consideration totals $1.026 billion: $438 million in cash and 23.2 million Class A shares valued at $589 million, with a 30-day VWAP as of December 1st.

• CAC is eligible for up to $250 million in earnouts across two payments, contingent on performance, with the earliest payments in Q1 2027 and Q1 2028.

• A $70 million deferred cash payment is due on the fourth anniversary of closing or in Q1 2030.

• The deal values the transaction at 7.9x 2025 pro forma adjusted EBITDA (inclusive of synergies), or 7x net of a $114 million deferred tax asset.

• The transaction is expected to be net leverage neutral at close and accretive to adjusted EPS by over 20% in 2025.

Synergies and expected cost savings

• Approximately $60 million in synergies are expected over the first three years post-closing, with $10 million realized in 2026 and $60 million by end of 2028.

• Synergies are 75% expense-based and 25% revenue-based, identified through detailed analysis, with revenue synergies from commission rate normalization and leveraging reinsurance capabilities.

• Expense synergies stem from headcount efficiencies, office consolidation, IT, and professional fee rationalization.

• Both companies have invested in scalable infrastructure, enabling efficient capture of revenue and cost synergies.

• Integration-related costs are estimated at $50 million over three years, with $17 million in transaction costs through early 2026.