Moody's Revises Aon Outlook to Stable on $17 Billion USI Acquisition Plan

Moody's Ratings affirmed the Baa2 senior unsecured debt rating for Aon plc (NYSE:AON) but revised the company's outlook to stable from positive. The change follows Aon's announcement that it intends to acquire middle-market insurance broker USI, Inc. for approximately $17.0 billion in cash.

Financial Leverage to Rise Significantly

The acquisition, which Aon will finance through a mix of long-term debt and cash, is expected to substantially increase the company's debt load. According to the ratings agency, the deal poses significant financial and integration risks.

Moody's provided the following estimates on the deal's financial impact:

• Aon's pro forma debt-to-EBITDA ratio is projected to rise from its current 2.8x to over 4.5x at the transaction's close.
• The company is expected to reduce leverage to around 3.5x within 12-18 months post-acquisition through EBITDA growth and debt reduction.
• Aon plans to suspend share repurchases in the near term to prioritize this deleveraging process.

Ad

Ratings Rationale and Strategic Context

The affirmation of Aon's Baa2 rating reflects the company's strong fundamentals, including its position as the world's second-largest insurance broker and a history of profitable growth and successful acquisitions. Moody's noted Aon's diversification across client types, products, and geographies as a key strength.

The acquisition of USI, ranked as the 10th largest US insurance broker with roughly $3 billion in 2025 revenue, is set to enhance Aon's footprint in the US middle-market segment. The transaction is targeted to close in the fourth quarter of 2026, subject to regulatory approvals and other customary conditions. Moody's also assigned a provisional (P)Baa2 senior unsecured rating to Aon's new multipurpose shelf registration.