Aon sets $4B USI term loans and $3B revolver

Aon plc said that on September 18, 2026 it entered a Term Loan Credit Agreement for $4.0 billion of unsecured delayed-draw term loans available to Aon North America, Inc. at the closing of the USI Advantage Corp. acquisition, and a separate $3.0 billion unsecured revolving facility that replaces two prior $1.0 billion revolvers.

Aon plc put in place $4.0 billion of unsecured delayed-draw term loan commitments and a new $3.0 billion revolving credit facility on September 18, 2026, tying the term loans to the closing of Aon North America, Inc.'s previously announced acquisition of USI Advantage Corp.

$4.0 billion delayed-draw term loans

On September 18, 2026, Aon plc (the "Company"), an Irish public limited company (NYSE:AON), together with Aon Corporation, Aon Global Holdings plc ("AGH"), Aon Global Limited ("AGL"), and Aon North America, Inc. ("ANA"), entered into a Credit Agreement (the "Term Loan Credit Agreement") with Citibank, N.A. ("Citibank") as administrative agent and the lenders party thereto (the "Term Lenders"). The Term Lenders committed to provide unsecured delayed-draw term loan facilities in an aggregate principal amount of $4,000,000,000, consisting of (a) a two-year $2,000,000,000 facility (the "Tranche 1 Term Loans") and (b) a three-year $2,000,000,000 facility (the "Tranche 2 Term Loans," and together with the Tranche 1 Term Loans, the "Term Loans").

The Term Loans will be available, subject to customary limited conditionality for a financing of this type, to ANA as borrower on the closing date of ANA's previously announced acquisition of USI Advantage Corp. ("USI" and such acquisition, the "USI Acquisition") under the agreement and plan of merger dated as of August 30, 2026 (the "Merger Agreement") among the Company, ANA, USI, Cortlandt Acquisition Corp., and, solely as securityholder representative, Uno Aggregator II L.P. Proceeds of the Term Loans will be used to pay a portion of the cash consideration for the USI Acquisition and the other transactions contemplated by the Merger Agreement, and to pay fees and expenses in connection with those transactions and the Term Loan Credit Agreement.

Borrowings under the Term Loan Credit Agreement may be made by ANA in U.S. dollars and will bear interest at a base rate equal to, at ANA's option, term SOFR or an alternate base rate plus, in each case, an applicable margin based on the Company's senior unsecured long-term debt rating. The Tranche 1 Term Loans mature on September 18, 2028, the Tranche 2 Term Loans mature on September 18, 2029, and both tranches are prepayable at any time without penalty or premium.

The Term Loan Credit Agreement contains financial covenants with respect to the ratio of consolidated adjusted EBITDA to consolidated interest expense (which may not be less than 4.00 to 1.00) and, following consummation of the USI Acquisition, the ratio of consolidated funded net debt to consolidated adjusted EBITDA (which may not be more than 4.75 to 1.00, with multiple step-downs over an eight fiscal quarter period to 3.50 to 1.00, subject to certain exceptions and adjustments in connection with future acquisitions), as well as other customary covenants, undertakings, and events of default. The Form 8-K states that the foregoing description is qualified in its entirety by the full text of the Term Loan Credit Agreement filed as Exhibit 10.1.

$3.0 billion revolving facility; prior revolvers terminated

Also on September 18, 2026, the Company, Aon Corporation, AGH, AGL, ANA, and Aon UK Limited ("AUKL") entered into a Credit Agreement (the "Revolving Credit Agreement") with Citibank as administrative agent and the lenders party thereto (the "Revolving Lenders"), under which the Revolving Lenders committed to provide a $3,000,000,000 unsecured revolving credit facility. The Revolving Credit Agreement replaces (i) the $1,000,000,000 revolving credit facility dated as of September 28, 2021, as amended, which was scheduled to mature on September 28, 2027, and (ii) the $1,000,000,000 revolving credit facility dated as of October 19, 2023, as amended, which was scheduled to mature on October 19, 2028.

Borrowings under the Revolving Credit Agreement may be made by Aon Corporation, AGH, AGL, AUKL, ANA, or any other subsidiary designated as a borrower in accordance with the agreement, subject to certain restrictions, in U.S. dollars, pounds sterling, and euros; provided that borrowings by AUKL may not exceed $1,000,000,000. Borrowings (i) in U.S. dollars will bear interest at, at the borrower's option, term SOFR or an alternate base rate plus, in each case, an applicable margin based on the Company's senior unsecured long-term debt rating, (ii) in euros will bear interest at the eurocurrency rate plus a margin based on that rating, and (iii) in pounds sterling will bear interest at SONIA plus a margin based on that rating. The Revolving Credit Agreement has a maturity date of September 18, 2031, subject to optional one-year extensions.

The Revolving Credit Agreement contains financial covenants with respect to the ratio of consolidated adjusted EBITDA to consolidated interest expense (which may not be less than 4.00 to 1.00) and the ratio of consolidated funded net debt to consolidated adjusted EBITDA (which may not be more than, prior to consummation of the USI Acquisition, 3.50 to 1.00, and, following consummation, 4.75 to 1.00, with multiple step-downs over an eight fiscal quarter period to 3.50 to 1.00, subject to certain exceptions and adjustments in connection with future acquisitions), as well as other customary covenants, undertakings, and events of default. The Form 8-K states that the description is qualified by the full text of the Revolving Credit Agreement filed as Exhibit 10.2. Exhibit captions identify BofA Securities, Inc. as syndication agent on both credit agreements.

Under Item 1.02, effective September 18, 2026, the Company and the relevant subsidiaries terminated the Prior 2021 Revolving Credit Agreement and the Prior 2023 Revolving Credit Agreement in connection with entering into the new Revolving Credit Agreement. Item 2.03 incorporates the Item 1.01 and Item 1.02 disclosure by reference as the creation of a direct financial obligation.

Aon reported the agreements in Form 8-K AccNo 0001193125-26-397203 under Items 1.01, 1.02, 2.03, and 9.01. The earliest event date is September 18, 2026; the filing is dated September 22, 2026.