Aon Secures $7B in Credit Facilities to Back USI Acquisition & Refinance Debt

Overview & Material Events

On September 18, 2026, Aon plc entered into two major credit agreements:

1. $4.0 Billion Term Loan Credit Agreement:

   • Structure: Unsecured delayed-draw term loan facilities consisting of:
     • Tranche 1: $2.0 billion maturing September 18, 2028 (2 years).
     • Tranche 2: $2.0 billion maturing September 18, 2029 (3 years).
   • Borrower: Aon North America, Inc. (guaranteed by Aon plc and subsidiaries).
   • Administrative Agent: Citibank, N.A.
   • Purpose: To fund a portion of the cash consideration and related transaction fees for the acquisition of USI Advantage Corp. pursuant to the merger agreement dated August 30, 2026.
   • Pricing & Prepayment: SOFR or Alternate Base Rate plus margin based on senior unsecured debt rating; fully prepayable at any time without penalty.

2. $3.0 Billion Revolving Credit Agreement:

   • Facility: Multi-currency unsecured revolving credit facility maturing September 18, 2031 (with optional one-year extension features).
   • Refinancing / Termination: Replaces and terminates two existing $1.0 billion facilities (scheduled to mature in 2027 and 2028), expanding total revolving liquidity by $1.0 billion.

Financial Covenants

• Consolidated Adjusted EBITDA to Interest Expense: Minimum 4.00 to 1.00.
• Consolidated Funded Net Debt to Consolidated Adjusted EBITDA: Maximum 3.50 to 1.00 prior to USI closing; stepping up to 4.75 to 1.00 upon closing of the USI Acquisition, with scheduled step-downs over 8 quarters back to 3.50 to 1.00.

Impact Assessment

• Significantly increases liquidity and locks in committed debt financing to execute the USI transaction.
• Leverage headroom temporarily expands up to 4.75x post-close, with clear deleveraging targets.