Good morning and thank you for holding. Welcome to Aon plc's conference call. At this time, all parties will be in listen-only mode until the question-and-answer portion of today's call. I would also like to remind all parties that this call is being recorded. If anyone has an objection, you may disconnect your line at this time. It's important to note that some of the comments in today's call may constitute certain statements that are forward-looking in nature, as defined by the Private Securities Litigation Reform Act of 1995.
Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. Information concerning risk factors that could cause such differences are described in the press release issued today and posted on our website. Now it is my pleasure to turn the call over to Greg Case, CEO of Aon plc.
Thanks so much, and good morning, everyone. Thank you for joining us today on such short notice. It's our pleasure to be here this morning with clients, colleagues, and shareholders from around the world to discuss this exciting step for Aon. I'm joined by Christa Davies, our CFO, and Eric Andersen, our President, and we would note there are slides available on our website that will supplement our discussion.
This morning, we announced that we signed a definitive agreement to acquire NFP, a leader in commercial risk, health, and wealth for middle-market clients, with a very strong track record driving organic and inorganic revenue growth. This addition will expand Aon's presence in a large, fast-growing middle market segment, with substantial opportunity to enhance NFP's offerings, analytics, and products through our Aon Business Services operating platform.
We're looking forward to welcoming NFP's chairman and CEO, Doug Hammond, and approximately 7,700 colleagues to Aon as we bring together two firms with a shared commitment to client service excellence, colleague opportunity, and a one-firm mindset. Let me explain why we're so excited about NFP. The NFP leadership team, led by Doug, is tremendous, and as we've gotten to know Doug, Mike Goldman, and all the team, we're incredibly impressed by the quality of this team and the cultural alignment and focus on growth and disciplined execution.
NFP is an exceptional, well-established risk, health, and wealth broker with a strong growth profile in the middle market, with market-leading distribution talent under a one-firm culture. Like Aon United, their One NFP strategy is focused on coordinating delivery to clients with an integrated, collaborative culture delivered by supporting operations, sales, and back-office functions.
It's clear we share a deep appreciation for the value of a connected go-to-market culture as fundamental to delivering client value. On top of these capabilities, NFP provides great access to an attractive client segment. The Middle Market is large, at over $30 billion in risk, health, and wealth, and growing quickly, with strong expected ongoing growth, both organic and inorganic.
Today, NFP serves clients through broad distribution, particularly across the United States, and they do so with local market knowledge, deep client expertise, and long-standing relationships, supported by industry specialties and a culture focused on connectivity. They know their clients well, and they see their clients facing the same growing challenges that we've been talking about for well over a decade. The client opportunity is exceptional. Both Aon and NFP's clients are facing increasing impacts from volatility and the growing importance of key topics encompassing risk and people.
Our clients continue to see growing impact from supply chain, cyber risks, climate and property risk, medical cost inflation, well-being and talent, and they need help to address these interconnected challenges. Middle Market clients are no exception. These clients need better capabilities, better content, and better data and analytics as they look to protect and grow their businesses. Together with NFP, we see significant opportunity to go from individually good to collectively better.
Based on our similar cultures, the operational platform they operate that enables us to quickly and efficiently bring products and solutions, all underpinned by Aon United, and a relentless focus on delivering more value to clients. NFP will get access to even greater capability to address client needs, and they're excited about that.
Just like at Aon, we know their best client-focused leaders are driven by wanting to win more, retain more, and do more with clients, and this combination will enable them to do just that. For us, this is a play we know well and one that we're already running in our organization, delivering the best tools and capabilities to our colleagues through strong relationships and deep local knowledge.
We've articulated the importance of addressing these challenges to deliver more for clients in our 3x3 Plan that emphasizes the growing client demand for Risk Capital and Human Capital solutions, supported by Aon Business Services and delivered efficiently for clients of all sizes. We believe that the addition of NFP to Aon will reinforce and be supported by this strategy and ultimately allow us to deliver more value for clients, colleagues, and shareholders.
The transaction will continue and contribute to revenue growth and long-term free cash flow generation. We expect ongoing strong organic and inorganic revenue growth, considering NFP's recent history of approximately 14% revenue growth from 2019 through forecast 2023, as well as modest cost savings and revenue synergies. While we expect the transaction to close in 2024, we've conservatively modeled the financials with a close in mid-2025, after which point the deal is breaking into adjusted EPS in 2026 and accretive in 2027 and beyond, with positive impact to free cash flow beginning in 2026.
Our long-term financial guidance and commitment to achieve mid-single-digit organic growth, improving operating margin, and double-digit free cash flow growth is reinforced by this transaction. Initially, the combined firm's adjusted operating margins will be lower than Aon's standalone margins.
However, we expect to continue to drive adjusted operating margin expansion over the long term, which, with revenue growth, will contribute to double-digit free cash flow growth over the long term. We're delighted to announce this compelling step forward with NFP, and we could not be more excited about the opportunities inherent in this transaction that stem from delivering even more value for clients, colleagues, and shareholders. Now I'd like to turn the call over to Christa to walk through the transaction financials and our expectations for continued long-term value creation. Christa?
Thanks so much, Greg, and good morning, everyone. As Greg described, this morning's announcement is an exciting new step for Aon, as this acquisition unlocks the fast-growing middle-market segment with substantial opportunities for us to enhance NFP's strong existing distribution with content and capabilities from our Aon Business Services operating platform. We expect this transaction will build on our long-term track record of financial results as NFP's strong growth drives ongoing shareholder value creation.
We think the strong operational platform that NFP has already built creates a fantastic opportunity for us to bring Aon United content and capability, particularly around Risk Capital and Human Capital, to their clients. But we cannot do this alone. NFP's strong operational discipline, deep client knowledge, and long-standing relationships will help us efficiently deliver better products, solutions, analytics, and expertise to their clients.
Our Aon Business Services platform is becoming even more relevant and necessary, considering our current investment in standardized platforms, standardized operations, and innovation at scale. Now let me describe the transaction and the financials. As described in the press release, we estimate the purchase price at close to be $13.4 billion, including approximately $7 billion of cash and $6.4 billion of Aon shares, representing a 15x multiple of seller-adjusted estimated EBITDA at closing.
We intend to fund the cash portion with approximately $7 billion of new debt, with $5 billion raised in 2024 and $2 billion raised at close across a range of maturities subject to market conditions. Given our expectations today, we expect to issue approximately 20 million shares at the time of close, subject to share price performance.
While we expect the transaction will close in 2024, we've modeled all of the deal financials based on a conservative close date of June 30, 2025. We are incredibly excited about the organic and inorganic growth potential of NFP, which unlocks real opportunity in the fast-growing middle market segment. The transaction will contribute to revenue growth and long-term free cash flow generation. We expect strong organic and inorganic revenue growth, considering NFP's recent history of 15% revenue growth from 2019 through forecast 2023, as well as modest cost and revenue synergies.
As noted, we expect the transaction to close in 2024, but we've conservatively modeled the financials with a close in mid-2025, after which point the deal is break even to Adjusted EPS in 2026 and accretive in 2027 and beyond, with a positive impact to Free Cash Flow of $300 million in 2026 and $600 million in 2027. Our primary financial assumptions driving accretion and cash impacts are outlined on page 12 of the presentation slides. I would note these inputs reflect our best estimate at the time of signing and are subject to change. We expect to update key financial metrics as appropriate at the time of close.
The main drivers of accretion to Adjusted EPS are net revenue and cost synergies, noting we expect approximately $175 million of run rate net revenue synergies and approximately $60 million of run rate cost synergies, both of which will ramp up in 2026 and 2027.
As part of our future operational structure, we expect NFP to run as an independent but connected platform. So, expect the cost synergies represent a small portion of operating expenses and are primarily from back-office functions and third-party spend, such as procurement and real estate. Further, we expect one-time integration costs of approximately $160 million, of which 20%, or approximately $30 million, will be incurred in operating expenses.
I'd note we expect deal close costs of approximately $200 to 250 million, largely incurred at time of close, and approximately $12.5 million of negative interest carry expense per quarter following transaction-related debt issuance. Our long-term financial guidance is reinforced by this transaction. For the combined firm, we remain committed to deliver mid-single-digit greater organic revenue growth over the long term. Initially, the combined firm's adjusted operating margins will be lower than Aon standalone margins.
However, we expect to continue to drive adjusted operating margin expansion over the long term, which, with revenue growth, will contribute to double-digit free cash flow growth over the long term. We look forward to discussing our full year 2023 performance and financial outlook in more detail at our upcoming year-end earnings call. Turning to cash and the balance sheet.
As we've stated before, we value the firm based on our ability to grow free cash flow. Over time, NFP will contribute to our strong expected free cash flow growth, and we see this transaction as an opportunity to deploy capital against the high return opportunity and in an area with high growth and margin potential, which creates substantial shareholder value over the long term. Considering near-term headwinds from deal integration and interest expense, we expect the deal to negatively impact Aon's standalone free cash flow in 2025, but contribute positively in 2026 and beyond.
Regarding leverage and credit ratings. As noted, we intend to fund the cash portion of this transaction with approximately $7 billion of new debt, with $5 billion raised in 2024 and $2 billion raised at close, across a range of maturities subject to market conditions.
We remain committed to our strong investment-grade credit profile and expect to maintain Aon's current credit ratings of Baa2 with Moody's and A-minus with S&P, as the financing and capital management plan contemplated in this transaction is consistent with maintaining a strong investment-grade credit profile. We expect our credit ratios to be elevated over the 12-18 months post-close.
However, we expect to bring our leverage ratios back in line with levels consistent with our strong investment-grade credit profile, driven by substantial free cash flow generation and incremental debt capacity from EBITDA growth. I'd note that in advance of deal close and following transaction-related debt issuance, we'd expect approximately $12.5 million of negative interest carry expense per quarter. After close, we'd expect interest expense to increase, as described on page 12 of the presentation slides, reflecting transaction-related debt issuance and decrease over time as debt is repaid.
With respect to overall capital allocation, we expect near-term impacts to cash from restructuring and deal impacts, and also expect that share buyback will remain a top priority for capital allocation based on our ROIC framework and disciplined capital allocation processes.
In closing, we are incredibly excited about the strong potential for client, colleague, and shareholder value creation that we can create with NFP. As Greg described, the transaction accelerates and reinforces our Aon United strategy, and we see strong cultural similarities around a one firm mindset and belief in the client value creation that we can deliver as a connected firm. NFP will allow us to efficiently and effectively address the fast-growing middle market segment by delivering the tools and capabilities we're using today through Aon Business Services.
This deal enables profitable, organic, and inorganic revenue growth and will help us build on our long-term track record of executing M&A, delivering on financial commitments, and driving progress against our key financial metrics, ultimately contributing to strong value creation for clients, colleagues, and shareholders. With that, I'd like to turn the call back over to the operator, and we'd be delighted to take your questions.
Thank you. At this time, we'll be conducting a question-and-answer session. If you'd like to ask a question, please press star one from your telephone keypad, and a confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys.
One moment, please, while we poll for questions. Once again, that is star one. Thank you. Thank you, and our first question will be coming from the line of Jimmy Bhullar with JP Morgan. Please proceed with your question.
Hi, good morning. So I had a couple of questions. First, from a fundamental standpoint, how do you think about this business, the acquired business affecting your overall business mix and long-term growth profile? Because I guess the middle market's presence is clearly a positive, but then the business is more geared or more levered to employee benefits and wealth, versus risk, which generally, seems like a better business. But how do you think about this affecting, your long-term, financial profile?
Jimmy, thanks so much for the question, and really, you asked exactly the perfect question to start us off today, so thanks very much for that. It really is important to take a step back and understand this announcement today, Jimmy, is one step in a series of really highly connected and reinforcing actions we've taken really over the last decade to strengthen Aon, you know, the Aon United strategy.
And then most recently, as you think about what we just talked about, we just announced, in the 3x3 Plan over the last year, we set the stage to really go further, faster on our Aon United strategy, and in essence, Jimmy, accelerate what we've done over the last decade.
What I'm going to describe in a minute is exactly how this Middle Market step, a segment we really haven't served before in the way we're going to serve, really creates additional amplification. But you really do have to start with the fundamentals, which is where you are. Before the announcement today, the 3x3 Plan by itself, before this announcement, embeds a level of momentum in our business we've never seen before, greater than ever before. Deliver top-line growth, margin expansion, and double-digit Free Cash Flow growth.
And if you think about it, Jimmy, in essence, it starts with a world which says it's riskier than ever before, more volatility than ever before, and we're coming after it with Risk Capital and Human Capital. No one has that structure.
We have analytics and capability across reinsurance and commercial risk in a way no one else has, risk capital. We have the same kind of analytic horsepower and capability around human capital, and we've now delivered it through Enterprise Client and Aon Client Leadership model. This is what we're continuing to amplify and drive, but nothing is more powerful than what we've got in Aon Business Services, which is an amplifier for all that.
And we announced a $1 billion, you know, $900 million cash, and $100 million non-cash, $1 billion investment back into ABS in a way that would truly accelerate what we're doing with ABS to fuel risk capital and human capital. And the outcomes of that, Jimmy, when you think about it, we're all around more tools and capability, and you're gonna see us rolling those out as we begin the year.
Also, the service experience, stronger than ever before, all off of a leverage platform called Aon Business Services. Now, that is the momentum that's Aon. It's awesome. It's terrific. We've got huge, huge excitement around it across our firm. And now you sort of see a segment out there that we haven't served, and it's the middle market segment, and not overlap with what we've got, different, but the need is massive. And if Doug Hammond were here, he would describe it. He sees it every day.
And what we have now is the ability to take this content we've got through Aon Business Services in a scaled way and deliver it into this segment. So, in every aspect, Jimmy, this is an amplification of what we're up to, and we're driving content and capability into a segment of high client need.
It couldn't be more beautiful than that. And you ask why now? Now is because we have Aon Business Services. Now is because we have access to a fundamentally strong market in the Middle Market, and now is because we have access to a partner in NFP, led by Doug Hammond and team, that is excited to bring this capability into this marketplace in the way it hasn't before. So for us, this is a very straightforward amplification of what we already know how to do very, very well. And because we have Aon Business Services, super powerful.
But I just want to set the stage for that, but I want to go a little bit more than that and ask Eric to jump in and just talk about how this shows up, you know, you know, really from day one in the marketplace with these clients, 'cause it's incredibly compelling and very reinforcing. Eric, what are your thoughts?
Yeah, Greg, thank you, and it's a great question. And maybe I'll play along on the three by three, which is, I think, sort of fundamental to the strategy here. If you look at the Risk Capital business for us, how we bring analytics to Aon's clients, the opportunity to bring it to the NFP client base is the same. And so, what do we mean by that? Just using a couple of examples, you've got CyQu in the cyberspace, which is obviously growing in complexity for the middle market.
We've got CyCube, which allows middle market firms to understand the exposure. We've got the international network, where for those clients that are doing business outside the US, as well as understanding the supply chain that goes along with that.
We've also got analytics, as Greg, you mentioned, we're rolling out on property, on climate, things that are of concern and need for that middle market client base, but also things like captives and alternative structures and support on specialty products. So there's a lot here that fits into the risk capital framework as it'll affect and provide an opportunity for the NFP client leaders and producers who are world-class to be able to do more for their clients.
You could say the same on the human capital side, where you've got health analytics on benefit options, global benefits, consumer benefits, on the talent space, where the war for talent, how you train, how you deal with wellness, those are issues that are affecting all client segments.
And so the opportunity to take that capability, matching it with the NFP producer network and creating products through our Aon Business Services scale, that can actually create those products in a way it can be digested by that client base, is something we're really excited about and think really are fundamental to the 3-by-3 strategy.
And then Jimmy, in terms of the financial profile of the firm, our long-term financial guidance is reinforced by this transaction. With the combined firm, we remain committed to delivering mid- mid-single digit or greater organic revenue growth, margin expansion, and double-digit free cash flow growth. And I would say that our long-term free cash flow profile of Aon is even stronger as a result of the combination with NFP. So, we're very excited about, the future growth, margin expansion, and free cash flow of the firm.
Okay, thanks. And just following up on the financial implications, should we assume any changes in the pace of your restructuring program that you'd already announced or buybacks, buyback plans, prior to the deal closing?
Great question, Jimmy. So the restructuring program is exactly on track. As we've announced, you know, we're continuing to accelerate progress on that, and we will report on that each and every quarter. And in terms of buyback, that's a great question. I mean, as I mentioned, the acquisition of NFP makes the long-term free cash flow profile of Aon even stronger. As in the past, we expect to maintain our philosophy of using free cash flow towards the highest and best uses based on return on capital.
And we will, you know, we will allocate that to buyback, given the return on capital of buyback. We value the firm substantially above where we're trading today. I will note the free cash flow will be impacted by restructuring interest and deal costs in the near term.
In this case, we'll be borrowing $5 billion, as we've communicated, and that will sit on our balance sheet until close. Until close, we expect to continue to prioritize share buyback with other available cash, and noting there are no contractual restrictions on buyback. After close, we expect to continue to prioritize buyback, but available capital will be impacted by debt paydown to get to our ratings. And we continue to expect meaningful buyback, as it is our highest ROIC use of capital.
Okay, thank you.
Our next question comes from the line of Mike Ward with Citi. Please go ahead with your questions.
Hey, good morning. This is Charlie in for Mike. Can you talk about how you're thinking about the total and organic growth profiles by solution line for NFP? I think Christa cited mid-teens growth in recent years. What we've seen in Aon and peers' businesses is that the health segment has really had tailwinds from tight labor markets, and that's NFP's largest segment. Are you expecting that to persist for the next several years, or are you expecting acceleration somewhere else?
Yeah.
Charlie, which...
Great question, Charlie. Jump in, Greg.
No, no, back and forth, Charlie. Listen, we love the growth profile here overall. We love the growth profile as it reinforces where we are at Aon. You look at this business, it, NFP grew up on the health side, and it's got an unbelievably strong position there, but also great momentum on the commercial risk side and on the wealth side. So, you know, we just see a lot of opportunity.
And then if you take that baseline and you add to that what Eric described, this is not... You know, this is, this is beyond, you know, middle market in the traditional way. This is middle market with great distribution capability, great professionals at the front line.
Now with even, even further, you know, capability that they're gonna have at their fingertips to sort of deliver it. So, from our standpoint, it will be, as Christa described, very reinforcing to our mid-single digit or greater revenue growth over the long term, and we're excited about that. Eric, anything else you'd add?
Yeah, maybe one thing, Greg, which is the complexity of the mid-market around health, in particular, is something that is getting bigger, not smaller. And so, the opportunity to bring the analytics, to bring consumer benefits, global benefits, all the things I was talking about before, very meaningful to that sector and segment of client.
It also, the talent questions around wellness, around retention, and how you pay them, all those things that are fundamental to the human capital strategy we have, in all the conversations we've had with the NFP leadership team, they see the same thing in that, in the health spot in particular. And so, we expect that matching those capabilities together will have great outcomes for clients.
Great, thanks. I guess, do you expect to be able to apply Aon's historically lower tax rate to the NFP earnings? Or is that earnings, or is that tax rate gonna be kind of more... or is it gonna be different?
Charlie, we have not given guidance on Aon's future tax rate. We've never done that. What I can say is historically, for the last five years, our underlying tax rate has been 18% due to the capital structure we have. We're double filed in Ireland, we've got a global capital pool and a global capital structure, and we're really excited about the potential that has for the firm.
Thank you.
Our next question is from the line of Mike Zaremski with BMO Capital Markets. Please proceed with your questions.
Hey, good morning. This is Jack on for Mike. Our first question, how much of the projected revenue and/or earnings synergies do you expect to come from moving some of Aon's existing business onto NFP's wholesale brokerage platform?
So, I'll start with just sort of the revenue synergies. So look, first of all, we've got, you know, terrific revenue synergies, $175 million in 2027, and that's a net revenue number. It's obviously, you know, revenue synergies less revenue leakage. And it's really cross-sell opportunities. That's the primary thing which Eric and Greg have described so far, where you're bringing our content capabilities to NFP's terrific client relationships and distribution prowess. But Eric, what else would you add here?
Yeah, Christa, look, I would say we are gonna run that business at what we're calling independent but connected. And so let me just define that for you. I think it would be helpful. The independent part is they've got a great sales force. We're gonna maintain that in the same format it's got today under Doug and Mike's leadership at NFP. The connected part comes around content, capability, Aon Business Services, how we actually create more content that they can then bring to their client base.
So, it's not expected to move, you know, books of business and people from one firm to the other. It's more about the expertise and the capability that we can deliver through ABS, as well as the subject matter expertise as we get going.
Great. Thank you. And then, other questions on free cash flow margin. So, if we take the $600 million free cash flow uplift for 2027, and then we assume that the 2025 revenues of $2.9 billion continue to grow at around 14%, we're calculating an implied free cash flow margin in 2027 of close to 16%. I guess, is that free cash margin level expected to be steady state, or is there something else that we should be thinking about that's impacting that free cash flow calculation?
Before Christa jumps in, what I might start with overall is, listen, we'll update as we close, as we described overall in terms of where we are. Look for, you know, what we're talking about in terms of our commitments, around mid-single digit or greater, improving operating margin, and double-digit free cash flow growth, all is holding, not just holding, reinforced as a result of this.
So, we'll come back and sort of go through all these at the top-line level as they apply across global Aon, including NFP. And what you can expect, Jack, over time, is these will be stronger. And so watch that evolve as we go forward, but I'd start with that. I don't think there's much more detail we can provide at this point, Christa. Yeah.
Look, what I would say, Jack, is, we did say the long-term free cash flow profile of Aon is even stronger, as Greg just said. And so if you took your 2027 numbers, the thing I would say is free cash flow is, is traditionally driven by revenue, growth, margin expansion, and improved working capital for Aon. The thing I would add in this instance is it's also, worthwhile noting interest expense in this case. Over time, we expect to de-lever, which you'll see, as the interest expense comes down in that chart on page 12 of the materials, which will contribute to further free cash flow growth and margin expansion.
Thank you.
Our next question comes from the line of Elyse Greenspan with Wells Fargo. Please proceed with your questions.
Hi, thanks. Good morning. My first question, I guess, goes back to just why are you guys assuming a mid-2025 close if it sounds like you expect to get the approvals and actually close the deal in 2024? So would there be any change in financials, I guess, if we move it up, you know, about 6 months and assume, like, an earlier close? And then what is the breakup fee associated with the transaction?
So, Elyse, thanks for the questions. Appreciated. Listen, we are just trying to be prudent and thoughtful. We fully expect mid-year 2024, and anticipating that, but we wanted to be absolutely clear and conservative as we always are from a financial standpoint. So, we took the outer bound, and we modeled out the outer bound. So that's exactly what you see now. It's reflected in all aspects of everything that's showing up.
And it does... The economics do change, as it changes timing. That's one of the complexities of this. We wanted to try to reflect that for you as clean as we possibly could. And then you will see the breakup fee as $250 million as it relates to the overall perspective, which I think fully reflects anticipation on both sides of were closing the deal as expected.
And, Elyse, the thing I would add is, we expect to update key financial metrics as appropriate at close.
Okay, that's helpful. Then in the slides, you guys point to middle market organic growth rates above the mid-single digits. And then, you know, when you provide historicals and NFP, you guys say that their five-year track record is around 6% organic. Given that the middle market is growing faster, I perhaps would have thought that might have been a little bit higher than the six. Is there anything embedded within the numbers looking over the past five years relative to, you know, that 6% average that might have distorted it, or any color to add there?
So, Elyse, the thing I would say, and I mentioned this in my sort of opening remarks, you know, CAGR revenue growth for NFP from 2019 to 2023 was 14% CAGR. Phenomenal growth! Just growing organically and inorganically. And I think they're acquiring real content, real capability, and terrific distribution assets, and there's nothing abnormal in these numbers, and we're really excited about both the growth profile and the free cash flow strength of the franchise.
One last one. Can you guys disclose what the revenue leakage is that you're assuming?
We have not disclosed that, Elyse. What we have disclosed is a net number, which obviously is $175 in 2027, and longer term, even higher than that.
Okay. Thank you.
Our next question comes from the line of Paul Newsome with Piper Sandler. Please proceed with your question.
Good morning. I was hoping you could help me just with the math behind the 15x EBITDA number. You know, I'm looking at the slide presentation, and those EBITDA numbers for NFP look a little bit lower than what the 15 times would apply. And so what are the pieces that we might be missing that aren't obvious?
Yeah. So, Paul, we are looking at this, at a mid-2025 close date. That's the key assumption here, which as Greg said, we expect to close mid-2024, but being really conservative in modeling all the financials. We expect really strong growth over the coming years. And so looking at the close date and the financials, it really makes sense to do this math at close, which is how we think about it, which is why you get to a 15x multiple based on Seller-Adjusted EBITDA.
Great. And then, the adjusted margin that you're projecting looks like there's quite a bit of improvement. Could you talk about what is embedded in those assumptions, as well?
Yeah. So I would tell you, it's driven, as you can see, in those, financials, by revenue growth. They're continuing to drive revenue growth 14% for the coming years, which we're super excited about. As I mentioned, that's a combination of organic and inorganic growth. And then they've been investing recently, in their technology platform to enable, rollout of content and capability to their clients. And so they're getting greater, operating leverage from the existing investments they've made. And so we're really excited about that.
Great. That, that's what I had. Thank you. Always appreciate the help.
Thank you.
Our last question comes from the line of Meyer Shields with KBW. Please proceed with your question.
Great, thanks. First, for modeling purposes, and I understand the mid-2025 expectation, but from a seasonality perspective, is there a significant difference between NFP's revenue growth and legacy or current Aon?
It's fairly similar, Meyer. So, I would say, you know, much like any risk, health, and wealth business, you have bigger first quarters than fourth quarters, and so that's exactly what you'll see.
Okay, perfect. Just to follow up on Paul's question, does the 15x multiple that you've shown on slide 8, does that include the value creation, the 2.8...
No, it does not. No, it does not.
Okay, thanks.
Thank you. I would now like to turn the call back over to Greg Case for closing remarks.
I just wanted to say to everyone, really appreciate you joining on such short notice today. As you can tell, we are incredibly excited about this step on behalf of Aon as part of our overall integrated strategy and know that it's gonna be a real catalyst as we move forward. And just really excited about this this new segment and going after it in a way in which we're bringing truly pristine capability in the form of NFP to bear, with even greater and greater content that they have to serve this important client base. So looking forward to the next steps and really appreciate you being part of the call today.
Thank you. This will conclude today's conference. You may disconnect your lines at this time. Thank you for your participation.