Aon plc filed a current report on September 22, 2026, disclosing that on September 18, 2026, the company entered into two new unsecured credit agreements totaling $7,000,000,000 to support the planned acquisition of USI Advantage Corp.

Key Highlights

  • $4 billion term loan facility: Aon entered a Term Loan Credit Agreement providing two tranches of $2,000,000,000 each, one maturing September 18, 2028, and one maturing September 18, 2029.
  • $3 billion revolving credit facility: A new Revolving Credit Agreement replaces two prior $1,000,000,000 revolving facilities and matures September 18, 2031, subject to optional one-year extensions.
  • USI Acquisition link: The term loan proceeds are intended to fund a portion of the cash consideration for the acquisition of USI Advantage Corp. under a Merger Agreement dated August 30, 2026.
  • Citibank as agent: Citibank, N.A. serves as administrative agent for both the term loan and revolving credit facilities.
  • Financial covenants: Both facilities require the ratio of consolidated adjusted EBITDA to consolidated interest expense to be no less than 4.00 to 1.00; the term loan also imposes a funded net debt to consolidated adjusted EBITDA covenant of no more than 4.75 to 1.00 post-acquisition, stepping down to 3.50 to 1.00 over eight fiscal quarters.
  • No prepayment penalty: Both term loan tranches are prepayable at any time without penalty or premium, according to the filing.

Aon's Dual Credit Agreements: Terms, Structure, and Acquisition Context

According to the filing, Aon plc (NYSE:AON), together with subsidiaries Aon Corporation, Aon Global Holdings plc, Aon Global Limited, and Aon North America, Inc. ("ANA"), executed a Term Loan Credit Agreement on September 18, 2026, with Citibank, N.A. as administrative agent. The agreement provides $4,000,000,000 in unsecured delayed draw term loan facilities: a two-year $2,000,000,000 Tranche 1 maturing September 18, 2028, and a three-year $2,000,000,000 Tranche 2 maturing September 18, 2029. The filing states that ANA is the designated borrower and that loan proceeds will be used to pay a portion of the cash consideration for the acquisition of USI Advantage Corp., as well as related fees and expenses.

The filing also discloses that on the same date, Aon entered a separate Revolving Credit Agreement providing a $3,000,000,000 unsecured revolving credit facility, replacing two prior facilities: a $1,000,000,000 revolving credit facility dated September 28, 2021, which had been scheduled to mature September 28, 2027, and a $1,000,000,000 revolving credit facility dated October 19, 2023, scheduled to mature October 19, 2028. The new revolving facility matures September 18, 2031, with optional one-year extensions, and permits borrowings in U.S. dollars, pounds sterling, and euros by multiple Aon subsidiaries, with AUKL borrowings capped at $1,000,000,000.

Borrowings under both agreements bear interest at rates tied to the Company's senior unsecured long-term debt rating, with U.S. dollar borrowings priced at term SOFR or an alternate base rate plus an applicable margin, at the borrower's option. The USI Acquisition itself stems from a Merger Agreement dated August 30, 2026, entered into among the Company, ANA, USI Advantage Corp., Cortlandt Acquisition Corp., and Uno Aggregator II L.P. as securityholder representative. The filing notes that the term loans are available subject to "customary limited conditionality for a financing transaction of this type" and that the description of both agreements "does not purport to be complete."

What Was Disclosed

Aon plc disclosed entry into a $4,000,000,000 term loan credit agreement and a $3,000,000,000 revolving credit agreement, both dated September 18, 2026, with Citibank, N.A. as agent, in connection with the planned acquisition of USI Advantage Corp.