Aon borrows $13.5 billion for a deal it has not closed

Aon sells insurance broking and advice. It stands between firms that need cover and the insurers that sell it. It also advises on pensions and staff benefits. It works in more than 120 countries. It had about 60,000 staff at the end of 2025. [C6][C6] Summary — Aon plc, page S-6We serve clients in more than 120 countries across all market segments and nearly every industry and as of December 31, 2025, we had approximately 60,000 employees.Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm

On August 30, 2026 Aon agreed to buy USI Advantage Corp. The price is $17 billion in cash. That figure counts the debt USI already owes. USI sells the same kinds of cover to smaller American firms. It is the tenth largest insurance broker in the country. It took in about $3 billion of revenue in 2025. It placed $11 billion of property and casualty premiums. It has more than 10,500 staff in over 200 offices. The price can be cut for cash that leaves USI after June 30, 2026. [C7][C7] Summary — Acquisition of USI Overview, page S-6On August 30, 2026, Aon plc, ANA and Merger Sub entered into an Agreement and Plan of Merger (the "Merger Agreement") with USI Advantage Corp. ("USI"), a Delaware corporation ... pursuant to which Aon plc will acquire USI for a purchase price of $17 billion in cash (inclusive of net debt) ... subject to downward adjustments for leakage since June 30, 2026 ... USI is a provider of property & casualty, employee benefits, personal risk and retirement solutions for the middle market. It is the tenth largest U.S. insurance broker with approximately $3 billion in 2025 annual revenue, $11 billion property and casualty premiums placed at December 31, 2025, and more than 10,500 team members across over 200 offices.Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm

Aon is buying USI from KKR and other owners. The price is $17.0 billion. [CW1][CW1] PR Newswire, read 16 September 2026today announced the signing of a definitive agreement to acquire USI from KKR and other shareholders for a total purchase price of $17.0 billion.PR Newswire · Read September 16, 2026Open source ↗https://www.prnewswire.com/news-releases/aon-to-acquire-usi-to-establish-the-premier-us-middle-market-platform-302864628.html

The money came in seven slices. Each one has its own rate and its own payback year. The largest is $3 billion at 5.625%, due in 2031. The cheapest costs 5.35% and the dearest costs 6.45%. The last slice, $2 billion at 6.45%, is not due until 2056. After fees, Aon expects to keep about $13.4 billion of what it raised. [C2][C2] Prospectus supplement cover page$13,500,000,000 Aon North America, Inc. Aon Global Holdings plc $2,000,000,000 5.350% Senior Notes due 2029 $3,000,000,000 5.625% Senior Notes due 2031 $2,000,000,000 5.800% Senior Notes due 2033 $2,750,000,000 5.950% Senior Notes due 2036 $1,000,000,000 6.100% Senior Notes due 2038 $750,000,000 6.450% Senior Notes due 2046 $2,000,000,000 6.450% Senior Notes due 2056Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm [C8][C8] Use of Proceeds, page S-22The net proceeds to us from this offering after deducting the underwriting discounts and estimated offering expenses payable by us are expected to be approximately $13,400,800,000.Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm

Six of the seven slices are tied to the purchase. If the USI deal is not done by June 1, 2027, Aon must buy them back. It would pay 101 cents on the dollar, plus the interest owed. That is $11.5 billion coming back off the table at a small penalty. The bond due in 2056 is not tied to the deal. Aon keeps that $2 billion whatever happens. [C1][C1] Summary — Special Mandatory Redemption, page S-11The closing of this offering is not conditioned upon the consummation of the USI Acquisition. In the event, however, that the USI Acquisition is not consummated on or before the earliest of (i) June 1, 2027 (subject to two extensions of up to three months each if certain regulatory approvals remain outstanding), (ii) the valid termination of the Merger Agreement (other than in connection with the consummation of the USI Acquisition) and (iii) our determination based on our reasonable judgment (in which case we will notify the Trustee in writing thereof) that the USI Acquisition will not be consummated, we will be required to redeem all of the outstanding USI Acquisition Notes of each series (but not the 2056 Notes) at a redemption price equal to 101% of the aggregate principal amount of the USI Acquisition Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm [C2][C2] Prospectus supplement cover page$13,500,000,000 Aon North America, Inc. Aon Global Holdings plc $2,000,000,000 5.350% Senior Notes due 2029 $3,000,000,000 5.625% Senior Notes due 2031 $2,000,000,000 5.800% Senior Notes due 2033 $2,750,000,000 5.950% Senior Notes due 2036 $1,000,000,000 6.100% Senior Notes due 2038 $750,000,000 6.450% Senior Notes due 2046 $2,000,000,000 6.450% Senior Notes due 2056Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm

The bonds are not the whole plan. On the day it agreed the purchase, Aon hired banks to line up more money. There is a term loan of up to $4 billion and a new $3 billion credit line. The bond sale does not depend on either one. Aon says there is no promise about when they happen, whether they happen, or on what terms. [C4][C4] Summary — Related Financing Transactions, page S-8In connection with the USI Acquisition, on August 30, 2026, we engaged certain financial institutions to arrange and syndicate (x) a senior unsecured term loan facility (the "New Term Loan Facility") to ANA in an aggregate principal amount of up to $4.0 billion ... and (y) a single $3.0 billion multi-currency unsecured revolving credit facilityAon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm [C9][C9] Summary — Related Financing Transactions, page S-8This offering is not conditioned upon the effectiveness of the New Facilities or the funding of any loans thereunder, and there can be no assurance as to when such effectiveness or funding will occur, if at all, or as to the final terms of such facilities.Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm

What the cash does is simple. It pays the purchase price. It repays the debt USI already owes. It covers the fees. Until the deal closes, Aon parks the money in short-term investments. [C10][C10] Use of Proceeds, page S-22We intend to use a portion of the net proceeds from this offering of the Notes for general corporate purposes of ANA and to use the remainder of the net proceeds from this offering of the Notes for general corporate purposes of AGH, including, together with the net proceeds of the Related Financing Transactions and, to the extent necessary, cash on hand or other sources of liquidity, to (i) pay the Cash Consideration, (ii) effect the USI Debt Repayment and (iii) pay fees, premiums and expenses in connection with the foregoing. Pending application of the net proceeds from this offering of the Notes as described herein, we expect to invest such net proceeds in investment grade securities, money market funds, bank deposit accounts or similar short-term investmentsAon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm

The profit picture is worth a careful look. USI earned $16 million in the year to June 30, 2026. That figure sits after $298 million of interest. It also sits after $373 million of write-downs on things USI bought earlier. [C3][C3] Summary — reconciliation of Aon plc and USI, Inc. EBITDA, page S-7Aon plc USI, Inc. Sum (2) Net Income $3,978 $16 $3,994 Interest Expense 755 298 1,053 Income Tax Expense 1,105 7 1,112 Depreciation 190 33 223 Amortization and Impairment of Intangible Assets 704 373 1,077Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm Before those charges, Aon says USI earned $756 million. The two firms together earned about $6.7 billion. [C11][C11] Summary — Acquisition of USI, page S-6For the twelve-months ended June 30, 2026, USI had adjusted EBITDA of $756 million and, combined (on an arithmetic basis), we and USI had adjusted EBITDA of approximately $6.7 billion.Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm Aon says it wants its debt down to about three times earnings within two years of closing. [C5][C5] Summary — Acquisition of USI, page S-6Following the completion of this offering, the USI Acquisition, the Related Financing Transactions and the USI Debt Repayment, we intend to focus on deleveraging and continuing to invest in innovation and our platform. We are targeting a leverage ratio (calculated by dividing total indebtedness by trailing 12-month EBITDA (earnings before interest, taxes, depreciation and amortization)) of between 2.8:1 and 3.0:1 within approximately 24 months following the completion of the USI Acquisition.Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm

The final price is not fixed. It can be cut for cash that left USI after June 30, 2026. Aon does not say how much that might be. [C7][C7] Summary — Acquisition of USI Overview, page S-6On August 30, 2026, Aon plc, ANA and Merger Sub entered into an Agreement and Plan of Merger (the "Merger Agreement") with USI Advantage Corp. ("USI"), a Delaware corporation ... pursuant to which Aon plc will acquire USI for a purchase price of $17 billion in cash (inclusive of net debt) ... subject to downward adjustments for leakage since June 30, 2026 ... USI is a provider of property & casualty, employee benefits, personal risk and retirement solutions for the middle market. It is the tenth largest U.S. insurance broker with approximately $3 billion in 2025 annual revenue, $11 billion property and casualty premiums placed at December 31, 2025, and more than 10,500 team members across over 200 offices.Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm

The $4 billion loan and the $3 billion credit line are not signed. Aon says it cannot promise when they take effect, whether they will at all, or on what terms. [C9][C9] Summary — Related Financing Transactions, page S-8This offering is not conditioned upon the effectiveness of the New Facilities or the funding of any loans thereunder, and there can be no assurance as to when such effectiveness or funding will occur, if at all, or as to the final terms of such facilities.Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm

The deal still needs regulators. Nobody says when they will answer. The June 1, 2027 date can be pushed back twice by three months. [C1][C1] Summary — Special Mandatory Redemption, page S-11The closing of this offering is not conditioned upon the consummation of the USI Acquisition. In the event, however, that the USI Acquisition is not consummated on or before the earliest of (i) June 1, 2027 (subject to two extensions of up to three months each if certain regulatory approvals remain outstanding), (ii) the valid termination of the Merger Agreement (other than in connection with the consummation of the USI Acquisition) and (iii) our determination based on our reasonable judgment (in which case we will notify the Trustee in writing thereof) that the USI Acquisition will not be consummated, we will be required to redeem all of the outstanding USI Acquisition Notes of each series (but not the 2056 Notes) at a redemption price equal to 101% of the aggregate principal amount of the USI Acquisition Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm

Where Aon's debt lands is a goal, not a promise. It says it is aiming at about three times earnings within roughly two years of closing. [C5][C5] Summary — Acquisition of USI, page S-6Following the completion of this offering, the USI Acquisition, the Related Financing Transactions and the USI Debt Repayment, we intend to focus on deleveraging and continuing to invest in innovation and our platform. We are targeting a leverage ratio (calculated by dividing total indebtedness by trailing 12-month EBITDA (earnings before interest, taxes, depreciation and amortization)) of between 2.8:1 and 3.0:1 within approximately 24 months following the completion of the USI Acquisition.Aon North America, Inc. and Aon Global Holdings plc prospectus supplement for $13.5 billion of senior notes, filed September 15, 2026Open exact filing on SEC EDGAR ↗https://www.sec.gov/Archives/edgar/data/315293/000119312526392131/d89499d424b5.htm