Aon plc Prices $13.5B Senior Notes to Fund USI Acquisition

What Happened Aon plc and its subsidiaries announced an offering and sale of $13.5 billion aggregate principal amount of senior unsecured notes (various maturities from 2029 to 2056) by Aon North America, Inc. and Aon Global Holdings plc, with Aon plc, Aon Corporation and Aon Global Limited providing unconditional guarantees. The securities were issued under the March 1, 2024 indenture as amended by a second supplemental indenture dated September 17, 2026. Net proceeds after underwriting discounts and estimated offering expenses were approximately $13,400,800,000. Aon said it will use the proceeds, together with a planned term loan and other sources if needed, to pay the cash consideration for the acquisition of USI Advantage Corp., repay certain USI indebtedness, and cover related fees and expenses.

Key Details

• Total principal offered: $13.5 billion across seven note series:
  • $2.0B 5.350% due 2029; $3.0B 5.625% due 2031; $2.0B 5.800% due 2033; $2.75B 5.950% due 2036; $1.0B 6.100% due 2038; $0.75B 6.450% due 2046 (these six are labeled “USI Acquisition Notes”); and $2.0B 6.450% due 2056.
• Notes are senior unsecured obligations, fully and unconditionally guaranteed on a senior unsecured basis by the Guarantors.
• Redemption: Issuers may redeem notes at specified call prices before certain Par Call Dates (varies by series) or at 100% of principal on/after those dates. If the USI acquisition is not consummated by the earliest of June 1, 2027 (subject to two possible 3‑month extensions), valid termination of the merger agreement, or Issuers’ determination that the acquisition won’t occur, the Issuers must redeem all outstanding USI Acquisition Notes (but not the 2056 Notes) at 101% of principal plus accrued interest.
• Underwriters included Citigroup, BofA Securities, Morgan Stanley, Wells Fargo Securities and HSBC; legal opinions from Skadden (US/UK) and Matheson were filed.

Why It Matters This financing is a major funding step for Aon’s planned acquisition of USI. For investors, the offering increases Aon’s outstanding debt load but provides near-term liquidity to complete the deal and to refinance/repay USI’s indebtedness as described. The mandatory 101% redemption feature for the USI Acquisition Notes if the deal fails by the specified deadline is important: it creates a clear contingent obligation tied to the transaction outcome and limits the company’s exposure to holding these specific notes long-term if the acquisition is not completed.