$7.7 billion take-private agreement creates an exceptional change-of-control and valuation event

Key Facts

• On September 14, 2026, The Baldwin Insurance Group entered into a merger agreement under which subsidiaries of Parent will merge with OpCo LLC and the Company, with the Company surviving as a wholly owned subsidiary of Parent; a second LLC merger is planned to follow the initial mergers.
• The proposed transaction is an all-cash acquisition valued at approximately $7.7 billion; each eligible Class A share is to be converted into the right to receive $32.50 in cash, while Class B shares will be canceled without consideration.
• If the mergers are completed, Baldwin will become privately held, eligible colleagues will retain a significant minority equity stake, and the Company’s Nasdaq securities will be delisted and deregistered.
• Completion remains subject to stockholder approval, regulatory clearances and other customary conditions, with an initial outside date of June 14, 2027 that may automatically extend to September 14, 2027 if regulatory approvals remain outstanding while other closing conditions are satisfied or waived.
• In connection with the proposed change of control, the parties agreed that the Tax Receivable Agreement will terminate after payment of final TRA payments on the closing date; the payment amounts are to be determined for each member and are capped in the aggregate, but no aggregate amount is disclosed in the filing evidence.

Source

View the source SEC filing