Aon issues $13.4 billion in senior notes across seven tranches for USI acquisition

Aon plc (AON) said Wednesday it closed a $13.4 billion senior notes offering across seven tranches, with the proceeds earmarked to fund its acquisition of USI Advantage Corp. and repay certain existing debt.

Key takeaways

• Aon issued $13.4 billion in aggregate principal amount across seven tranches of senior notes.
• Net proceeds reached approximately $13,400,800,000 after underwriting discounts and expenses.
• Financing supports the pending acquisition of USI Advantage Corp. and related debt repayment.
• Notes include a special mandatory redemption at 101% if the USI acquisition does not close by June 1, 2027.

Note terms and tranches

The offering consists of seven tranches of senior unsecured debt issued by Aon North America, Inc. and Aon Global Holdings plc, fully and unconditionally guaranteed by Aon plc, Aon Corporation, and Aon Global Limited. The tranches comprise $2 billion of 5.350% notes due 2029, $3 billion of 5.625% notes due 2031, $2 billion of 5.800% notes due 2033, $2.75 billion of 5.950% notes due 2036, $1 billion of 6.100% notes due 2038, $750 million of 6.450% notes due 2046, and $2 billion of 6.450% notes due 2056.

Interest on all seven series of notes is payable semi-annually in arrears. The issuers may redeem the notes prior to their respective par call dates at a make-whole redemption price based on the Treasury Rate plus a spread ranging from 10 to 20 basis points, depending on the tranche. On or after the applicable par call date, the notes may be redeemed at 100% of the principal amount plus accrued and unpaid interest.

Use of proceeds and acquisition terms

The net proceeds from the offering were approximately $13,400,800,000. The company said it intends to use the funds alongside a term loan facility and available cash to pay the cash consideration for the USI acquisition, repay or redeem certain outstanding indebtedness of USI and its subsidiaries, and pay related fees and expenses.

Under the terms of the indenture, if the USI acquisition is not consummated by June 1, 2027, subject to two extensions of up to three months each for remaining regulatory approvals, or if the merger agreement is terminated, the issuers must redeem all outstanding USI acquisition notes at 101% of their aggregate principal amount plus accrued and unpaid interest. The 2056 notes are excluded from this special mandatory redemption provision.

Why it matters

The offering represents a substantial debt financing package tied directly to Aon's previously announced acquisition of USI Advantage Corp. under a merger agreement dated August 30, 2026. The structure ties the cost and duration of the newly issued debt directly to the successful closing of the transaction and any potential regulatory delays.

By the numbers

| Metric | Value | Source | |---|---|---|> | 2029 Notes Principal | $2,000,000,000 | 8-K Filing | | 2029 Notes Coupon | 5.350% | 8-K Filing | | 2031 Notes Principal | $3,000,000,000 | 8-K Filing | | 2031 Notes Coupon | 5.625% | 8-K Filing | | 2033 Notes Principal | $2,000,000,000 | 8-K Filing | | 2033 Notes Coupon | 5.800% | 8-K Filing | | 2036 Notes Principal | $2,750,000,000 | 8-K Filing | | 2036 Notes Coupon | 5.950% | 8-K Filing | | 2038 Notes Principal | $1,000,000,000 | 8-K Filing | | 2038 Notes Coupon | 6.100% | 8-K Filing | | 2046 Notes Principal | $750,000,000 | 8-K Filing | | 2046 Notes Coupon | 6.450% | 8-K Filing | | 2056 Notes Principal | $2,000,000,000 | 8-K Filing | | 2056 Notes Coupon | 6.450% | 8-K Filing | | Net Proceeds | $13,400,800,000 | 8-K Filing |

Remaining conditions and maturity timeline

The completion of the acquisition remains subject to customary closing conditions and regulatory approvals. The offering closed on September 17, 2026, following an underwriting agreement dated September 14, 2026, with a syndicate of financial institutions including Citigroup Global Markets Inc., BofA Securities, Inc., Morgan Stanley & Co. LLC, Wells Fargo Securities, LLC, and HSBC Securities (USA) Inc.

Legal opinions relating to the issuance were filed by Skadden, Arps, Slate, Meagher & Flom LLP, Skadden, Arps, Slate, Meagher & Flom (UK) LLP, and Matheson LLP.