Moody's Rating affirmation and outlook shift

Moody's Ratings affirmed the Baa2 senior unsecured debt and Prime‑2 commercial paper ratings of Aon plc subsidiaries, while changing the company's outlook from positive to stable, citing the aggressive financial leverage and integration risk linked to the planned USI acquisition.

Details of the USI acquisition

Aon announced it will acquire USI, Inc., a U.S. middle‑market insurance broker, for approximately $17.0 billion in cash. USI, ranked as the 10th largest U.S. insurance broker by revenue, generated about $3 billion in 2025. The transaction is expected to close in the fourth quarter of 2026, subject to regulatory approval and other customary closing conditions. Funding will be sourced through a combination of long‑term debt and cash.

Leverage impact and deleveraging plan

Moody's estimates that the acquisition will lift Aon's pro‑forma debt‑to‑EBITDA ratio from the current 2.8× to over 4.5× at closing. The ratings agency projects that Aon will reduce its leverage to roughly 3.5× within 12‑18 months after the deal, driven by EBITDA growth and debt reduction. The company does not intend to repurchase shares in the near term, focusing instead on deleveraging.

Shelf registration rating and guarantees

Moody's assigned a provisional (P)Baa2 senior unsecured rating to Aon's new multipurpose shelf registration. Aon's existing debts, potential shelf drawdowns, and commercial paper borrowings benefit from consistent upstream and downstream guarantees among the rated entities.