The Baldwin Group, an independent insurance brokerage and advisory firm, and CAC Group, a national middle-market insurance brokerage and advisory firm, consisting of CAC Specialty and CAC Agency, have entered into a definitive merger agreement for a total upfront payment of $1.026 billion.
The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions and regulatory approvals.
Total consideration includes $438 million in cash and 23.2 million shares of Baldwin common stock, valued at $589 million based on the 30-day volume-weighted average pricing as of December 1, 2025; an implied multiple of 7.9x projected 2025 adjusted EBITDA, including targeted full run-rate synergies.
Post-closing payments include up to $250 million in performance-based earnings and $70 million in deferred payments as the deal is expected to accrue through 2025.
The merger is expected to create one of the largest independent insurance advisory and distribution platforms in the United States.
The entity expects total revenue and adjusted EBITDA to exceed $2 billion and $470 million, respectively, in 2026.
The new entity will enrich and expand the professional capabilities of Baldwin Group’s Insurance Advisory Solutions (IAS) division by integrating CAC’s expertise in natural resources, private equity, real estate, senior living, education and construction.
At the same time, the combined entity will also benefit from CAC’s strengths in specialty product lines, including financial product lines, trading liability, network and guarantees, all of which benefit from CAC’s data and analytics platform.
The transaction is expected to close with approximately neutral net leverage and will accelerate Baldwin’s path to deleveraging through 2028.
The merger combines CAC’s expertise with Baldwin’s middle market distribution platform and is expected to leverage its reinsurance and MGA businesses and proprietary technology platform.
Trevor Baldwin, Chief Executive Officer (CEO) of The Baldwin Group, commented: “This is a transformational moment for The Baldwin Group. This merger brings together two highly complementary companies that are aligned in culture and values ​​but distinct in terms of expertise, business portfolio and geographic footprint.
“By combining CAC’s deep expertise with Baldwin’s scale and diverse platform, we create a stronger, more balanced organization that can deliver superior solutions to clients and unrivaled opportunities for colleagues. CAC has built an enviable, professional firm and we look forward to welcoming their outstanding team to the Baldwin Group.”
Erin Lynch, CAC Group CEO, added: “Combining with Baldwin gives us the scale and infrastructure to accelerate everything that makes CAC special: our expertise, entrepreneurial thinking and relentless focus on client success. This combination allows us to deliver more to our clients and create more opportunities for our colleagues, while staying true to the values ​​that drive our growth.”
The combined organization will have a presence in all major U.S. markets and will consist of nearly 5,000 employees across retail, specialty, reinsurance and MGA platforms.
