Aon Prices Massive $13.5 Billion Senior Notes Offering to Fund USI Acquisition

Overview of the Event

On September 17, 2026, Aon plc filed a Current Report on Form 8-K disclosing that its subsidiaries, Aon North America, Inc. (ANA) and Aon Global Holdings plc (AGH) as co-issuers, entered into an underwriting agreement on September 14, 2026, to issue and sell $13.5 billion aggregate principal amount of senior notes across seven tranches.

The notes are fully and unconditionally guaranteed on a senior unsecured basis by Aon plc, Aon Corporation, and Aon Global Limited.

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Tranche Breakdown

1. $2.00 Billion of 5.350% Senior Notes due September 17, 2029
2. $3.00 Billion of 5.625% Senior Notes due September 17, 2031
3. $2.00 Billion of 5.800% Senior Notes due September 17, 2033
4. $2.75 Billion of 5.950% Senior Notes due September 17, 2036
5. $1.00 Billion of 6.100% Senior Notes due September 17, 2038
6. $750 Million of 6.450% Senior Notes due September 17, 2046
7. $2.00 Billion of 6.450% Senior Notes due September 17, 2056

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Use of Proceeds & Acquisition Details

• Net Proceeds: Approximately $13.401 billion after deducting underwriting discounts and estimated offering expenses.
• USI Acquisition: Proceeds will primarily be used, alongside a future term loan facility and available liquidity, to:
  • Fund the cash consideration for the acquisition of USI Advantage Corp. (USI) pursuant to the Merger Agreement entered into on August 30, 2026.
  • Repay or redeem existing indebtedness of USI and its subsidiaries.
  • Pay related fees, premiums, and transaction expenses.

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Key Terms & Special Mandatory Redemption (SMR)

• Special Mandatory Redemption: If the USI Acquisition is not consummated on or prior to June 1, 2027 (extendable by up to two 3-month periods if regulatory approvals remain pending) or if the merger agreement is terminated, the issuers must redeem all outstanding USI Acquisition Notes (the 2029 through 2046 tranches, excluding the 2056 tranche) at 101% of principal plus accrued interest.
• Optional Redemption: The notes include standard make-whole call provisions prior to their respective Par Call Dates and are callable at par thereafter.