8-KOther EventsExhibits & Filings

Aon plc 8-K Report, Corporate Update (Sep 17, 2026)

Filed September 17, 2026For Securities:AON

Summary

Aon plc, through its subsidiaries Aon North America, Inc. and Aon Global Holdings plc, has successfully completed a significant debt offering, raising approximately $13.4 billion in aggregate principal amount of senior notes. These notes, with maturities ranging from 2029 to 2056, carry interest rates between 5.350% and 6.450%. The proceeds are earmarked for general corporate purposes, with a primary focus on funding the cash consideration for the previously announced acquisition of USI Advantage Corp. ("USI"), repaying certain outstanding indebtedness of USI, and covering associated fees and expenses. The offering was underwritten by a syndicate of prominent financial institutions. This substantial debt issuance underscores Aon's commitment to financing its strategic growth initiatives, particularly the USI acquisition, which is expected to be a key driver of future value. Investors should note that a portion of the notes issued (excluding the 2056 Notes) are subject to mandatory redemption at 101% of their principal amount plus accrued interest if the USI Acquisition is not consummated by a specified deadline, which extends to mid-2027 with possible further extensions. The issuance was facilitated through a shelf registration statement, with various legal opinions and agreements filed concurrently.

Key Highlights

  • 1Aon plc raised approximately $13.4 billion through the issuance of senior notes with maturities ranging from 2029 to 2056.
  • 2The proceeds are primarily intended to fund the acquisition of USI Advantage Corp. and related expenses.
  • 3The notes are senior unsecured debt obligations, fully and unconditionally guaranteed by certain Aon entities.
  • 4Interest rates on the notes vary by maturity, ranging from 5.350% to 6.450% per annum.
  • 5A contingency exists where the USI Acquisition Notes (excluding the 2056 Notes) must be redeemed at 101% of par if the acquisition does not close by specified deadlines.
  • 6The debt issuance was made under Aon's existing shelf registration statement.
  • 7Multiple tranches of notes were issued, including 2029, 2031, 2033, 2036, 2038, 2046, and 2056 maturities.

Frequently Asked Questions

The primary purpose of this debt issuance is to fund the cash consideration for the previously announced acquisition of USI Advantage Corp. ("USI"). Additionally, proceeds will be used for the repayment or redemption of certain outstanding indebtedness of USI and its subsidiaries, and to cover associated fees and expenses. A portion may also be used for general corporate purposes.

Aon plc issued an aggregate of $13.4 billion in senior unsecured notes across several series. These include $2 billion of 5.350% Senior Notes due 2029, $3 billion of 5.625% Senior Notes due 2031, $2 billion of 5.800% Senior Notes due 2033, $2.75 billion of 5.950% Senior Notes due 2036, $1 billion of 6.100% Senior Notes due 2038, $750 million of 6.450% Senior Notes due 2046, and $2 billion of 6.450% Senior Notes due 2056. All notes bear interest semi-annually in arrears and are guaranteed by certain Aon entities.

If the USI acquisition is not consummated by specific deadlines (the earliest of June 1, 2027, with potential extensions; valid termination of the merger agreement; or Aon's determination that the acquisition will not be consummated), the Issuers will be required to redeem all outstanding USI Acquisition Notes (excluding the 2056 Notes) at a redemption price of 101% of the principal amount, plus accrued and unpaid interest.

This financing demonstrates Aon's commitment to executing its strategic growth plans, particularly the significant acquisition of USI. By securing a large amount of debt financing with staggered maturities, Aon is managing its capital structure to fund this transformative deal while maintaining flexibility for its overall corporate needs and debt management.