$17.0 billion USI Advantage acquisition creates transformational scale, leverage and execution implications

Key Facts

• On August 30, 2026, Aon, Acquirer and Merger Sub entered into an agreement for Acquirer to acquire USI Advantage, with a $17.0 billion cash payment. The transaction remains subject to customary closing conditions, including regulatory approvals, and had not closed as of the filing date.
• Aon’s preliminary purchase price for the acquisition is $16.4 billion, based on $3.8 billion of USI indebtedness outstanding at June 30, 2026 that is required to be repaid at closing; the preliminary amount may change before closing.
• Aon will legally assume an additional $620 million of USI indebtedness and a related $29 million prepayment penalty, which are excluded from the preliminary purchase price; the amount actually repaid at closing may differ from the preliminary amount.
• The transaction will replace certain USI Advantage employee equity awards with cash and Aon restricted-share awards; certain substituted option awards will cliff-vest three years after closing, subject to continued service.
• Aon’s pro forma purchase-price allocation and fair-value estimates are preliminary and may change materially as additional information becomes available; the pro forma results are informational and actual results may differ materially.

Source

View the source SEC filing