Julia Chirkova
In a seismic shift set to redefine the upper echelons of the U.S. accounting industry, Grant Thornton Advisors has announced its intent to acquire CBIZ in an all-cash transaction valued at $5 billion. This monumental deal, backed by private equity firm New Mountain Capital, which holds a majority stake in Grant Thornton, is poised to propel Grant Thornton past RSM US to become the fifth-largest accounting firm in the United States by revenue. The transaction, anticipated to close in the fourth quarter of 2026, is subject to customary closing conditions, including CBIZ shareholder approval and regulatory clearances.
This acquisition represents the most significant consolidation in the public accounting sector in over a quarter-century, harkening back to the transformative mergers of the late 1980s and 1990s that forged the current Big Four firms: Deloitte, PwC, Ernst & Young, and KPMG. The last such monumental deal was the 1998 merger of Coopers & Lybrand with Price Waterhouse to form PricewaterhouseCoopers.
Upon completion of the acquisition, Chicago-based Grant Thornton is projected to achieve annual U.S. revenues exceeding $5 billion. This would position the firm firmly in fifth place nationally, trailing only the Big Four. According to the latest rankings from INSIDE Public Accounting, the pre-acquisition figures highlight the scale of this impending union. CBIZ, with its audit and attest services affiliate CBIZ CPAs, reported combined revenues of $2.81 billion in its most recent financial year, placing it eighth. Grant Thornton, at ninth place, generated $2.45 billion in revenue, while RSM US commanded nearly $4.2 billion in its most recent fiscal year.
The strategic alignment between Grant Thornton Advisors and CBIZ is underscored by New Mountain Capital’s increasing investment in Grant Thornton. The private equity firm acquired a majority stake in Grant Thornton in June 2024, ushering in an alternative practice structure. Under this model, Grant Thornton LLP, a licensed CPA firm, handles attest services, while Grant Thornton Advisors LLC manages business advisory and non-attest services. New Mountain Capital’s commitment to this growth trajectory is evident in its planned incremental equity investment to facilitate the CBIZ acquisition.
This acquisition marks a significant acceleration for Grant Thornton’s strategic objectives, particularly its recent $1 billion investment in artificial intelligence and advanced technologies. The integration of CBIZ’s capabilities is expected to amplify Grant Thornton’s capacity to deliver AI-enabled solutions across a broader client base and diverse industries. This forward-looking investment in technology positions the combined entity to address the evolving needs of businesses navigating an increasingly complex digital landscape.
A Legacy of Growth and Strategic Maneuvers
The acquisition of CBIZ by Grant Thornton is not an isolated event but rather a culmination of strategic growth trajectories for both entities. Cleveland-based CBIZ itself has a history of impactful acquisitions. Just two years prior to this announcement, CBIZ made waves by acquiring then-top 15 accounting firm Marcum in a $2.3 billion cash-and-stock transaction. That deal significantly bolstered CBIZ’s standing, propelling it from the 11th position to its current eighth place in industry revenue rankings.
The impending merger will create a formidable global presence for Grant Thornton Advisors. The combined entity is expected to operate in over 20 countries and territories, generating approximately $7.5 billion in annual global revenue. Its workforce will swell to over 34,500 professionals spread across the Americas, Europe, the Middle East, and the Asia-Pacific region, enhancing its capacity to serve multinational clients and expand its market reach.
Financial Terms and Shareholder Value
Under the definitive merger agreement, CBIZ shareholders are set to receive $55 in cash for each share of CBIZ common stock they own. This price represents a substantial premium, approximately 54% above CBIZ’s 30-day volume-weighted average share price. Reuters further reported that this offer price also signifies a 17.8% premium over CBIZ’s most recent closing price, indicating a compelling valuation for its shareholders. Upon the successful closing of the transaction, CBIZ will become a wholly owned subsidiary of Grant Thornton Advisors, and its stock will be delisted from the New York Stock Exchange.
The CBIZ Board of Directors has unanimously approved the merger agreement and has formally recommended that CBIZ shareholders vote in favor of the transaction, signaling strong confidence in the strategic and financial benefits of the deal.
Leadership Perspectives on the Transformative Union
Jim Peko, CEO of Grant Thornton Advisors, expressed enthusiasm for the merger, stating, "By combining our multinational platform with CBIZ’s strong market presence, we’re broadening our ability to support businesses through every stage of growth—from early development to global scale. Together, we’ll bring the quality, scope, and capabilities clients need to navigate an increasingly complex and rapidly evolving business environment."
Jerry Grisko, President and CEO of CBIZ, echoed these sentiments, highlighting the synergistic nature of the combination. "This is a historic combination with a complementary cultural and strategic fit," Grisko stated. "CBIZ has grown rapidly over many years to become a leading professional services provider. Joining Grant Thornton Advisors accelerates the realization of that vision, creating a stronger firm with new and exciting opportunities for our team members and enhanced service offerings for clients while delivering significant value to CBIZ shareholders."
Andre Moura, Managing Director at New Mountain Capital, underscored the strategic rationale and the firm’s continued support. "We’re pleased to continue to support Grant Thornton Advisors’ strategic growth plan, a journey we have been on together since May 2024," Moura commented. "Following the acquisition of CBIZ, Grant Thornton in the U.S. will be the fifth largest professional services, tax, and advisory provider in the nation and one of the most forward-thinking firms in the world regarding AI. That scale and forward momentum will put the combined firm in a stronger position than ever to serve its clients and create meaningful opportunities for its partners and staff."
Strategic Divestiture and Future Focus
In a move designed to streamline operations and create focused entities, Grant Thornton Advisors plans to separate CBIZ’s Benefits and Insurance Services segment into a new, stand-alone company. This new entity will be backed by New Mountain Capital, signaling a strategic focus on creating a leading firm dedicated to insurance, retirement, and payroll services. Bob Mulcare and Sean Donovan, Managing Directors at New Mountain Capital, affirmed this vision, stating, "We look forward to building on the strong foundations within the Benefits and Insurance Services segment to create a new leading firm dedicated to insurance, retirement and payroll services—providing new opportunities to the clients and team members in that segment."
A Robust Financial and Legal Framework
The transaction has been meticulously structured, with comprehensive financial and legal advisory teams in place. Goldman Sachs & Co. LLC is serving as the financial advisor to CBIZ, with Weil, Gotshal & Manges LLP providing legal counsel and Teneo acting as strategic communications advisor.
On the Grant Thornton Advisors’ side, Deutsche Bank is the lead financial advisor, supported by a consortium of other leading financial institutions including J.P. Morgan, BMO Capital Markets, BofA Securities, RBC Capital Markets, and UBS Investment Bank. Evercore is providing financial advisory services to both New Mountain Capital and Grant Thornton specifically for the CBIZ Benefits and Insurance segment divestiture. Legal advisory for Grant Thornton Advisors is being handled by Simpson Thacher & Bartlett LLP, Mayer Brown LLP, and Hunton Andrews Kurth LLP, with Goldin Solutions serving as strategic communications advisor.
Market Dynamics and Competitive Landscape
This acquisition significantly alters the competitive landscape of the U.S. accounting profession. The consolidation among mid-tier firms reflects a broader trend in the professional services industry, driven by the need for greater scale, enhanced technological capabilities, and a more comprehensive service offering to compete effectively against the dominant Big Four. The substantial cash premium offered to CBIZ shareholders underscores the strategic value attributed to its market position and client base.
Furthermore, the inclusion of a "go-shop" provision in the merger agreement, allowing CBIZ to solicit alternative acquisition proposals until August 27, 2026, introduces an element of market dynamism. While the current deal with Grant Thornton Advisors is unanimously supported by CBIZ’s board, this provision allows for the possibility of a superior offer emerging, further highlighting the competitive interest in a firm of CBIZ’s caliber.
The successful integration of CBIZ will not only elevate Grant Thornton’s U.S. revenue but also its global reach and service diversification. The strategic emphasis on AI and advanced technologies, coupled with the expanded talent pool and client relationships, positions the combined entity for robust future growth and innovation in an ever-evolving professional services sector.
