Quebec's pension giant exits USI as Aon strikes US$17 billion deal

CDPQ helped build the US brokerage through a 2017 buyout. KKR just sold it to a company with a much longer Canadian history than the target it's buying

Quebec's pension giant exits USI as Aon strikes US$17 billion deal

Mergers & Acquisitions

By Matthew Sellers

Aon has agreed to buy USI Insurance Services from KKR and other shareholders for US$17.0 billion (C$23.6 billion), pushing the broking and consulting giant deeper into the US middle-market territory it first staked out with its purchase of NFP two years ago.

USI has no meaningful Canadian footprint. Aon does: it has operated here since acquiring Toronto brokerage Reed Stenhouse in 1997, and today runs Aon Reed Stenhouse Inc. out of Toronto, with roughly 1,600 staff across offices in eight provinces and a retirement practice advising on more than C$77bn in Canadian plan assets. USI's business will sit almost entirely outside that structure once the deal closes, since it's a purely American operation.

The more direct Canadian connection is on the seller's side. In March 2017, Caisse de dépôt et placement du Québec - the Quebec pension fund known as CDPQ, or La Caisse - teamed up with KKR to buy USI from Onex Corporation for US$4.3bn (C$6.0bn), each taking an equal stake in the Valhalla, New York-based brokerage.

CDPQ helped fund USI's acquisitions and technology spending as the firm roughly doubled in size over the following six years. In 2023, KKR bought back more than half of CDPQ's position for over US$1bn (C$1.4bn) to become USI's largest shareholder; CDPQ's Martin Longchamps described KKR at the time as "a tremendous strategic partner in this investment journey." Monday's announcement names KKR and unspecified "other shareholders" as sellers without mentioning CDPQ directly, so it isn't clear what stake, if any, the fund still held going into this deal.

Either way, the transaction marks the end of an ownership chapter that started with one of Canada's largest institutional investors.

The numbers

KKR has said the sale delivers roughly six times its return on the 2017 investment and 3.4 times its return on capital across the full life of the position. On a net basis, after accounting for roughly US$278m (C$386m) in tax attributes, Aon's purchase price works out to US$16.7bn (C$23.2bn) - about 14.5 times USI's synergised trailing-12-month adjusted EBITDA.

USI is the tenth-largest insurance broker in the US, generating around US$3bn (C$4.2bn) in annual revenue through more than 10,500 employees across nearly 200 US offices. It sells property and casualty coverage, employee benefits, personal risk products and retirement plan advice, largely to businesses too small for the largest brokers but too complex for a local agency.

Under the deal, USI chairman and chief executive Mike Sicard will become president of Aon plc and global chief executive of its middle-market business, reporting directly to Aon chief executive Greg Case and taking a seat on the firm's executive committee. Case said the deal would make Aon "the premier US middle-market platform," and pointed to what he calls the firm's data and analytics edge over rivals. He was more direct in an interview with the Wall Street Journal: "We see this having a financial impact almost immediately."

Aon expects the combination to generate about US$395m (C$549m) a year in run-rate synergies once fully integrated, and expects it to add to adjusted earnings per share from 2028. The firm plans to fund the entire purchase with new debt and says it intends to hold its current credit ratings - Baa2 at Moody's, A- at S&P - by pausing share buybacks while that debt gets paid down. BofA Securities and Citi advised Aon; KKR worked with Goldman Sachs, Insurance Advisory Partners and Morgan Stanley. The deal is expected to close in the fourth quarter of 2026, subject to regulatory approval.

A second middle-market deal in two years

The move follows the same script as Aon's purchase of NFP, the middle-market broker it bought from Madison Dearborn Partners and HPS Investment Partners for a deal valued at roughly US$13.4bn (C$18.6bn) when it was announced in December 2023. That deal changed Aon's position among the world's largest brokers, and Aon has kept adjusting the pieces since, including selling most of NFP's wealth management arm back to Madison Dearborn last year for roughly US$2.7bn (C$3.8bn).

What Aon kept from NFP says something about what it wants from USI too: the corporate risk, employee benefits and institutional retirement business that sits at the centre of a middle-market client's balance sheet, rather than managing individual investors' wealth. Once the USI deal closes, Sicard will be responsible for combining its operations with NFP and Aon's existing middle-market unit.

What this means for competing brokers

A table listing six recent US insurance brokerage acquisitions with deal value in CAD and USD, EBITDA multiple, and basis: Aon-USI, Aon-NFP, Gallagher-AssuredPartners, Brown and Brown-Accession, Marsh McLennan-McGriff, and Gallagher-Woodruff-Sawyer. Aon – USI Aug 2026 C$23.6bn (US$17.0bn) · 14.5x EBITDA multiple Basis: synergized trailing-12-month adjusted EBITDA Aon – NFP Dec 2023 ~C$18.6bn (~US$13.4bn) · ~15x EBITDA multiple Basis: seller-adjusted estimated EBITDA at closing Gallagher – AssuredPartners Dec 2024 C$18.7bn gross (C$17.3bn net) · 14.3x gross / 11.3x net Basis: pro forma EBITDAC, before vs. after synergies Brown & Brown – Accession Jun 2025 C$13.7bn (US$9.83bn) · ~12x EBITDA multiple Basis: net purchase price to pro forma adjusted EBITDA Marsh McLennan – McGriff Sep 2024 C$10.8bn (US$7.75bn) · EBITDA multiple not disclosed Gallagher – Woodruff-Sawyer 2025 C$1.7bn (US$1.2bn) · EBITDA multiple not disclosed Converted at an approximate rate of US$1 = C$1.39 (late August 2026). Conversions are indicative only.

The deal reshuffles a hierarchy that hasn't moved much at the top in years. Aon currently ranks second among US brokers with US$16.99bn (C$23.6bn) in 2025 brokerage revenue, behind Marsh McLennan's US$26.66bn (C$37.1bn), according to brokerage rankings; USI, at US$2.89bn (C$4.0bn) in 2025 revenue and nearly 11,000 staff, ranked tenth. Adding USI's revenue to Aon's puts more distance between it and Arthur J. Gallagher in third - a broker that has been closing ground of its own, having completed its US$13.45bn (C$18.7bn) purchase of AssuredPartners in August 2025.

Public brokers using their stock to buy scale, rather than growing it themselves, has been the story of the US sector for two years: Marsh McLennan bought McGriff Insurance Services, Brown & Brown paid US$9.83bn (C$13.7bn) for Accession Risk Management, and now Aon and Gallagher have each done a second mega-deal.

Canada's brokerage market has been consolidating too, though along different lines. Navacord and Acera Insurance completed a merger in February, creating the country's largest privately held brokerage with roughly C$7.2bn in combined insurance and employee-benefits premium. The mechanics are different - no public buyer, no stock currency, just two employee-owned firms deciding to merge - but the underlying pressure to get bigger looks familiar.

Aon reported adjusted second-quarter earnings of US$3.81 (C$5.30) per share on July 29, ahead of analyst estimates, and its stock had a market value of roughly US$75bn (C$104.3bn) as of the Friday before the deal was announced. The announcement also comes weeks after Aon's chief financial officer, Edmund Reese, stepped down; the company said he'll serve as a senior adviser to Case through August 2027.

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