Key Takeaways
- • Baldwin Group (NASDAQ: BWIN) agreed to go private in an all-cash transaction valued at approximately $7.7 billion, with Sequence Holdings and the Dell Family Office (DFO Management) acquiring a majority interest.
- • Baldwin shareholders will receive $32.50 per share in cash, a premium of approximately 88% to the unaffected closing price on June 17, 2026, the day before media reports of a possible take-private.
- • The transaction implies a total enterprise value of roughly $7.7 billion, including an equity purchase price of about $4.6 billion and about $3.1 billion of net debt, or approximately 20x trailing-twelve-month Adjusted EBITDA of about $396 million.
- • The deal is unanimously approved by Baldwin's board following a recommendation from an independent Special Committee, is not subject to a financing condition, and is expected to close in Q1 2027 pending shareholder and regulatory approvals.
- • Eligible Baldwin colleagues can roll over a portion of their equity into the private company, and shares will cease trading on Nasdaq upon completion.
Summary
The Baldwin Group, Inc. (NASDAQ: BWIN), an independent insurance distribution firm based in Tampa, Florida, announced a definitive agreement under which an entity to be formed by Sequence Holdings and DFO Management, the family investment office of Dell Technologies founder Michael Dell, will acquire a majority interest in the company in an all-cash transaction valued at approximately $7.7 billion, according to the company's Business Wire release. Upon completion, Baldwin will become privately held, with eligible colleagues retaining a significant minority equity stake alongside Sequence and DFO.
Baldwin shareholders will receive $32.50 per share in cash, a premium of roughly 88% to the unaffected closing price on June 17, 2026, the day before media reports that the company was exploring a take-private transaction. The implied total enterprise value of approximately $7.7 billion comprises an equity purchase price of about $4.6 billion and approximately $3.1 billion of net debt assumed or refinanced. The company stated this implies a multiple of approximately 20x trailing-twelve-month Adjusted EBITDA of roughly $396 million; Baldwin noted that Adjusted EBITDA is a non-GAAP measure. The acquisition will be effected through a newly formed merger subsidiary, with Baldwin surviving as a wholly owned subsidiary of the parent. The transaction is not subject to a financing condition.
The agreement was unanimously approved by Baldwin's Board of Directors following the unanimous recommendation of a Special Committee of independent, disinterested directors, advised by Perella Weinberg Partners LP as independent financial advisor and Potter Anderson & Corroon LLP as independent legal advisor. Ardea Partners LP is lead financial advisor to Baldwin, with Davis Polk & Wardwell LLP as legal advisor, Troutman Pepper Locke LLP as insurance regulatory counsel, and MarshBerry also acting as financial advisor. On the buy side, Piper Sandler is lead financial advisor and Moelis sole capital markets advisor to Sequence and DFO, with Morgan Stanley, Barclays and Wells Fargo also acting as financial advisors; Latham & Watkins represents Sequence and Sullivan & Cromwell represents DFO.
The transaction is expected to close in Q1 2027, subject to Baldwin shareholder approval, required regulatory approvals and other customary conditions. Baldwin CEO Trevor Baldwin said the partnership will provide long-duration capital and frontier AI execution, adding that the company's strategy is unchanged and that the pace of investment in talent and technology will accelerate. Michael J. Lee, CEO and co-founder of Sequence Holdings, said Sequence aims to rebuild workflows, products and services around technology. Michael Dell said DFO invests with the flexibility of permanent capital rather than a fund with a fixed exit clock, and praised Baldwin's data and platform advantage.
Baldwin shareholders will receive $32.50 per share in cash, a premium of roughly 88% to the unaffected closing price on June 17, 2026, the day before media reports that the company was exploring a take-private transaction. The implied total enterprise value of approximately $7.7 billion comprises an equity purchase price of about $4.6 billion and approximately $3.1 billion of net debt assumed or refinanced. The company stated this implies a multiple of approximately 20x trailing-twelve-month Adjusted EBITDA of roughly $396 million; Baldwin noted that Adjusted EBITDA is a non-GAAP measure. The acquisition will be effected through a newly formed merger subsidiary, with Baldwin surviving as a wholly owned subsidiary of the parent. The transaction is not subject to a financing condition.
The agreement was unanimously approved by Baldwin's Board of Directors following the unanimous recommendation of a Special Committee of independent, disinterested directors, advised by Perella Weinberg Partners LP as independent financial advisor and Potter Anderson & Corroon LLP as independent legal advisor. Ardea Partners LP is lead financial advisor to Baldwin, with Davis Polk & Wardwell LLP as legal advisor, Troutman Pepper Locke LLP as insurance regulatory counsel, and MarshBerry also acting as financial advisor. On the buy side, Piper Sandler is lead financial advisor and Moelis sole capital markets advisor to Sequence and DFO, with Morgan Stanley, Barclays and Wells Fargo also acting as financial advisors; Latham & Watkins represents Sequence and Sullivan & Cromwell represents DFO.
The transaction is expected to close in Q1 2027, subject to Baldwin shareholder approval, required regulatory approvals and other customary conditions. Baldwin CEO Trevor Baldwin said the partnership will provide long-duration capital and frontier AI execution, adding that the company's strategy is unchanged and that the pace of investment in talent and technology will accelerate. Michael J. Lee, CEO and co-founder of Sequence Holdings, said Sequence aims to rebuild workflows, products and services around technology. Michael Dell said DFO invests with the flexibility of permanent capital rather than a fund with a fixed exit clock, and praised Baldwin's data and platform advantage.
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