DFO Management, the family office of Michael Dell, and Sequence Holdings agreed on Monday to take The Baldwin Group private in an all-cash deal valuing the insurance distribution company at approximately $7.7 billion in enterprise value.
Under the terms of the agreement, Baldwin shareholders will receive $32.50 in cash per share, representing about an 88% premium to the company's unaffected closing price on 17 June 2026, before news of a potential deal began circulating.
ALL-CASH STRUCTURE WITH NO FINANCING CONDITION
The buyers will acquire a majority interest in Baldwin through a newly formed parent entity, structured as an all-cash merger that is not subject to any financing condition. The enterprise value of approximately $7.7 billion comprises an equity purchase price of about $4.6 billion and roughly $3.1 billion of net debt, representing approximately 20 times Baldwin's trailing-twelve-month adjusted EBITDA of about $396 million.
Once completed, Baldwin will become a wholly owned subsidiary of the new parent entity and will delist from Nasdaq. Eligible Baldwin employees will have the option to roll over equity and retain a significant minority stake in the privatised company, which Baldwin said preserves long-term alignment and colleague ownership.
DEAL EXPECTED TO CLOSE IN EARLY 2027
The transaction is expected to close in the first quarter of 2027, subject to approval by Baldwin shareholders, required regulatory approvals and other customary closing conditions. The transaction was unanimously approved by Baldwin's Board of Directors, following the unanimous recommendation of a Special Committee of independent directors.
The unaffected price date of 17 June 2026 was the day before media reports that Baldwin was exploring a take-private transaction.
The approximately 20 times multiple applied to Baldwin's trailing-twelve-month adjusted EBITDA of about $396 million is based on the implied total enterprise value of about $7.7 billion, the release said; the $3.1 billion of net debt is to be assumed or refinanced in connection with the transaction.
"This transaction allows us to deliver immediate value to shareholders while establishing a partnership with Sequence and DFO that will give Baldwin the long-duration capital and frontier AI execution to invest and move at the pace this moment demands," Baldwin chief executive Trevor Baldwin said.
The option for eligible Baldwin employees to roll over equity and retain a significant minority stake in the privatised company applies to colleagues who currently hold equity, who can roll a portion of their holdings into the private company, continuing what Baldwin called its long-standing commitment to broad-based colleague ownership.
The scale of the roughly $7.7 billion enterprise value, comprising both the $4.6 billion equity component and the assumed net debt of about $3.1 billion, was set out in the press release. Sequence is a New York-based permanent holding company that acquires established enterprises in the service economy, while DFO manages the investment assets of Michael Dell and his family.