Aon plc Announces $4B Term Loans and $3B Revolving Credit for USI Acquisition

What Happened
On September 18, 2026, Aon plc filed an 8‑K disclosing two new credit agreements with Citibank, N.A. as administrative agent (BofA Securities as syndication agent). Aon North America, Inc. (ANA) and certain Aon entities agreed to: (1) a $4.0 billion unsecured delayed‑draw Term Loan Credit Agreement (two tranches of $2.0B each) to fund part of the previously announced acquisition of USI Advantage Corp. (Merger Agreement dated August 30, 2026), and (2) a $3.0 billion unsecured Revolving Credit Agreement (maturity September 18, 2031, with optional one‑year extensions) that replaces the prior 2021 $1.0B revolver and the 2023 $1.0B revolver. The term loans will be available to ANA on the USI closing and proceeds will pay a portion of cash consideration and related fees/expenses.

Key Details

• Term Loans: $4.0B total delayed‑draw (Tranche 1: $2.0B, 2‑year, matures Sept 18, 2028; Tranche 2: $2.0B, 3‑year, matures Sept 18, 2029). Both tranches prepayable at any time without penalty.
• Revolving Facility: $3.0B unsecured revolver, matures Sept 18, 2031 (optional 1‑year extensions); borrowings allowed in USD, GBP, EUR (Aon UK Limited borrowing capped at $1.0B).
• Pricing & covenants: Interest tied to term SOFR/alternate base rate (USD), SONIA (GBP), or eurocurrency rate (EUR) plus margins based on Aon’s long‑term unsecured debt rating. Financial covenants include consolidated adjusted EBITDA to interest expense (not less than 4.00:1.00) and consolidated funded net debt to adjusted EBITDA (post‑USI up to 4.75:1.00, stepping down to 3.50:1.00 over eight fiscal quarters, subject to exceptions).
• Other: The prior Sept 28, 2021 $1.0B revolver was terminated effective Sept 18, 2026. The facilities are unsecured; Aon and affiliates maintain commercial relationships with the lenders.

Why It Matters
These facilities provide committed financing and extended liquidity to support Aon’s USI acquisition and related transaction costs while extending the group’s revolving credit tenor to 2031. The term loans and revolver include customary covenants and ratings‑based pricing that will influence Aon’s financing costs and leverage headroom after the acquisition closes. For investors, the agreements reduce execution risk on the deal financing but also formalize higher near‑term debt capacity and covenant metrics Aon must manage post‑closing.