Aon Plc has commenced a substantial US investment-grade debt offering to partially fund its planned $17 billion acquisition of USI Insurance Services from private equity firm KKR & Co. The company is expected to issue $13.5 billion in notes as part of the overall funding strategy. This bond sale is structured in seven parts, indicating an aim to build a curve across various maturities rather than targeting a single tenor.
In addition to the bond sale, the financing package for the USI acquisition may also include a $4 billion term loan, according to a S&P Global Ratings note. The total purchase price for USI Advantage Corp. is $17 billion in cash, which includes net debt, and Aon also intends to repay approximately $4.3 billion of USI's existing debt. The proceeds from this offering, along with other financing, will be used for general corporate purposes, including the cash consideration for the acquisition, repayment of USI debt, and associated fees and expenses.
Aon has also arranged for a new $4.0 billion term loan and a new $3.0 billion revolving credit facility to support the acquisition. The company is targeting a post-transaction leverage ratio between 2.8x and 3.0x EBITDA within approximately 24 months of closing the deal. As of June 30, 2026, USI had an adjusted EBITDA of $756 million, and the combined adjusted EBITDA for Aon and USI was approximately $6.7 billion for the trailing twelve months.
While the bond offering is not conditioned on the immediate consummation of the USI acquisition, a special mandatory redemption clause applies. If the acquisition is not completed by specific deadlines, Aon will be required to redeem the outstanding USI acquisition notes (excluding the 2056 notes) at 101% of the principal amount plus accrued interest. The closing of this offering is independent of the acquisition's completion, which is expected to occur subsequently.
