Aon sets up $7B credit lines tied to USI deal

Aon plc (symbol: AON) is the issuer of record for a Form 8-K filing submitted to the SEC.

Rhea-AI Filing Summary

Aon plc (symbol: AON) is the issuer of record for a Form 8-K filing submitted to the SEC. Aon plc entered into new senior unsecured credit facilities totaling $7 billion, including a $4 billion delayed draw term loan agreement and a $3 billion revolving credit agreement, each signed on September 18, 2026 with Citibank, N.A. as administrative agent.

The term loans comprise a $2 billion two-year tranche maturing September 18, 2028 and a $2 billion three-year tranche maturing September 18, 2029, available to Aon North America, Inc. to fund a portion of the cash consideration and costs for the USI Advantage Corp. acquisition. A new $3 billion multicurrency revolver maturing September 18, 2031 replaces two prior $1 billion revolving facilities. Both agreements carry interest based on benchmark rates plus a margin tied to Aon’s senior unsecured long‑term debt rating and include financial covenants requiring consolidated adjusted EBITDA to consolidated interest expense of at least 4.00x and consolidated funded net debt to consolidated adjusted EBITDA not exceeding up to 4.75x, stepping down over eight fiscal quarters.

Positive

• $4 billion in delayed draw term loans and a new $3 billion revolver significantly expand committed liquidity to support the USI Advantage Corp. acquisition and general financing needs.
• The new $3 billion revolving credit facility replaces two $1 billion revolvers and extends maturity to September 18, 2031, reducing near‑term refinancing risk.
• Both term loan tranches are prepayable at any time without penalty or premium, providing flexibility to reduce debt when conditions permit.

Negative

• The Term Loan Credit Agreement allows up to $4 billion of new term debt to help fund the USI Advantage Corp. acquisition, which will increase gross debt when drawn.
• Leverage covenants permit consolidated funded net debt to consolidated adjusted EBITDA of up to 4.75x following the USI acquisition, indicating capacity for higher post‑transaction leverage before required step‑downs.

Filing Explained

Aon has committed acquisition financing, but the $4 billion term loans become available only when the USI acquisition closes.

Aon reports signed commitments for $4 billion of delayed-draw term loans and a $3 billion revolving facility. The term loans are available to fund the USI acquisition only at its closing, so the filing establishes acquisition financing capacity rather than reporting a completed draw.

The new revolver became effective on September 18, 2026, when Aon terminated two prior $1 billion revolving facilities. The term-loan commitment therefore adds acquisition-linked borrowing capacity that could create debt obligations if used, while the revolver replaces existing facilities with a different committed amount.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Term Loan Facilities: $4,000,000,000 aggregate principal amount Tranche 1 Term Loans: $2,000,000,000 maturing September 18, 2028 Tranche 2 Term Loans: $2,000,000,000 maturing September 18, 2029 +5 more

8 metrics

Term Loan Facilities $4,000,000,000 aggregate principal amount Unsecured delayed draw term loans committed on September 18, 2026

Tranche 1 Term Loans $2,000,000,000 maturing September 18, 2028 Two-year term loan facility available to Aon North America, Inc.

Tranche 2 Term Loans $2,000,000,000 maturing September 18, 2029 Three-year term loan facility available to Aon North America, Inc.

Revolving Credit Facility Size $3,000,000,000 Unsecured revolving credit facility replacing two prior $1 billion revolvers

Aon UK Limited Borrowing Cap $1,000,000,000 Maximum borrowings by Aon UK Limited under the new revolver

Interest Coverage Covenant 4.00 to 1.00 minimum ratio Consolidated adjusted EBITDA to consolidated interest expense

Maximum Net Leverage After USI Acquisition 4.75 to 1.00 ratio, stepping down to 3.50 to 1.00 Consolidated funded net debt to consolidated adjusted EBITDA over eight fiscal quarters

Revolver Maturity September 18, 2031 Stated maturity date, subject to optional one-year extensions

Key Terms

Term Loan Credit Agreement, Revolving Credit Agreement, consolidated funded net debt, term SOFR, +2 more

6 terms

Term Loan Credit Agreement financial

"entered into a Credit Agreement (the “Term Loan Credit Agreement”)"

A term loan credit agreement is a formal contract where a borrower receives a fixed sum of money from a lender and agrees to repay it over a set period with interest, much like a multi‑year mortgage or car loan for a business. It matters to investors because the size, cost and rules of the loan affect a company’s cash flow, risk of default and ability to invest or pay dividends; restrictive conditions can also force operational changes.

Revolving Credit Agreement financial

"entered into a Credit Agreement (the “Revolving Credit Agreement”)"

A revolving credit agreement is a flexible loan arrangement where a borrower can borrow, repay, and borrow again up to a set limit, similar to a credit card. It matters because it gives businesses or individuals quick access to funds whenever needed, helping manage cash flow and cover expenses without applying for a new loan each time.

consolidated funded net debt financial

"the ratio of consolidated funded net debt to consolidated adjusted EBITDA"

term SOFR financial

"will bear interest at a base rate equal to, at ANA’s option, term SOFR"

Term SOFR is a benchmark interest rate that reflects the cost of borrowing money over a specific period, based on actual transactions in the financial markets. It is used by lenders and borrowers to set the interest rates on loans and financial contracts, helping to ensure rates are fair and transparent. For investors, understanding term SOFR helps gauge borrowing costs and the overall direction of interest rates in the economy.

SONIA financial

"borrowings in pounds sterling will bear interest at SONIA plus a margin"

SONIA is the Sterling Overnight Index Average, the market benchmark that reflects the average interest rate banks pay to borrow British pounds overnight. Think of it like the overnight hotel rate for cash: it shows the short‑term cost of money and is used as a reference price for loans, bonds and interest-rate contracts, so movements in SONIA affect borrowing costs, contract values and investor returns.

delayed draw term loan facilities financial

"committed to provide unsecured delayed draw term loan facilities"

A delayed draw term loan facility is a line of committed loan money that a borrower can take in one or more lump sums after closing, but only within a set future window and up to a pre-agreed total. It matters to investors because it creates reserved, on-demand financing that affects a company’s available cash, potential interest costs, leverage and covenant exposure—think of it like an approved loan you can tap later when you need funds.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new credit facilities did Aon plc (AON) enter into on September 18, 2026?

Aon plc entered into a $4 billion unsecured delayed draw Term Loan Credit Agreement and a new $3 billion unsecured Revolving Credit Agreement, both with Citibank, N.A. as administrative agent and a syndicate of lenders.

How will Aon plc (AON) use the $4 billion term loan facilities?

The term loans will be available to Aon North America, Inc. to fund a portion of the cash consideration for the USI Advantage Corp. acquisition, related transactions under the merger agreement, and associated fees and expenses.

What are the maturities of Aon plc’s new term loans and revolver?

The Tranche 1 $2 billion term loans mature on September 18, 2028, the Tranche 2 $2 billion term loans on September 18, 2029, and the $3 billion revolver on September 18, 2031, with optional one‑year extensions.

Which prior revolving credit agreements did Aon plc (AON) terminate?

Aon terminated its $1 billion revolving credit facility dated September 28, 2021, which was scheduled to mature September 28, 2027, and its $1 billion revolving credit facility dated October 19, 2023, scheduled to mature October 19, 2028.

What key financial covenants apply to Aon plc’s new credit agreements?

Both agreements require a consolidated adjusted EBITDA to consolidated interest expense ratio of at least 4.00 to 1.00, and limit consolidated funded net debt to consolidated adjusted EBITDA to 4.75 to 1.00 after the USI acquisition, stepping down over eight fiscal quarters to 3.50 to 1.00.

In which currencies can Aon plc (AON) borrow under the new revolver and are there limits for Aon UK Limited?

Borrowings may be made in U.S. dollars, euros, and pounds sterling. Borrowings by Aon UK Limited under the revolving facility are limited to $1 billion.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 18, 2026

Aon plc

(Exact Name of Registrant as Specified in Charter)

Ireland		1-7933		98-1539969
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

15 George’s Quay, Dublin 2, Ireland, D02 VR98

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +353 1 266 6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Ordinary Shares $0.01 nominal value		AON		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.85% Senior Notes due 2027		AON27		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.05% Senior Notes due 2031		AON31		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.60% Senior Notes due 2031		AON31A		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.00% Senior Notes due 2032		AON32		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.35% Senior Notes due 2033		AON33		New York Stock Exchange
Guarantees of Aon plc’s 4.25% Senior Notes due 2042		AON42		New York Stock Exchange
Guarantees of Aon plc’s 4.45% Senior Notes due 2043		AON43		New York Stock Exchange
Guarantees of Aon plc’s 4.60% Senior Notes due 2044		AON44		New York Stock Exchange
Guarantees of Aon plc’s 4.75% Senior Notes due 2045		AON45		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.90% Senior Notes due 2051		AON51		New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 3.90% Senior Notes due 2052		AON52		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.125% Senior Notes due 2027		AON27B		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.150% Senior Notes due 2029		AON29		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.300% Senior Notes due 2031		AON31B		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.450% Senior Notes due 2034		AON34		New York Stock Exchange
Guarantees of Aon North America, Inc.’s 5.750% Senior Notes due 2054		AON54		New York Stock Exchange
Guarantees of Aon North America, Inc. and Aon Global Holdings plc’s 5.350% Senior Notes due 2029		AON29B		New York Stock Exchange
Guarantees of Aon North America, Inc. and Aon Global Holdings plc’s 5.625% Senior Notes due 2031		AON31C		New York Stock Exchange
Guarantees of Aon North America, Inc. and Aon Global Holdings plc’s 5.800% Senior Notes due 2033		AON33A		New York Stock Exchange
Guarantees of Aon North America, Inc. and Aon Global Holdings plc’s 5.950% Senior Notes due 2036		AON36		New York Stock Exchange
Guarantees of Aon North America, Inc. and Aon Global Holdings plc’s 6.100% Senior Notes due 2038		AON38		New York Stock Exchange
Guarantees of Aon North America, Inc. and Aon Global Holdings plc’s 6.450% Senior Notes due 2046		AON46		New York Stock Exchange
Guarantees of Aon North America, Inc. and Aon Global Holdings plc’s 6.450% Senior Notes due 2056		AON56		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

Term Loan Credit Agreement

On September 18, 2026, Aon plc, an Irish public limited company (the “Company”), Aon Corporation, a Delaware corporation (“Aon Corporation”), Aon Global Holdings plc, a public limited company organized under the laws of England and Wales (“AGH”), Aon Global Limited, a private limited company organized under the laws of England and Wales (“AGL”), and Aon North America, Inc., a Delaware corporation (“ANA”), entered into a Credit Agreement (the “Term Loan Credit Agreement”), with Citibank, N.A. (“Citibank”), as administrative agent, and the lenders party thereto from time to time (collectively, the “Term Lenders”), pursuant to which 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 term loan facility (the “Tranche 1 Term Loans”) and (b) a three-year $2,000,000,000 term loan 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 transaction of this type, to ANA as borrower, on the closing date of the previously announced acquisition by ANA of USI Advantage Corp. (“USI” and such acquisition, the “USI Acquisition”) pursuant to the agreement and plan of merger, dated as of August 30, 2026 (the “Merger Agreement”), entered into by and among the Company, ANA, USI, Cortlandt Acquisition Corp., a Delaware corporation, and, solely in its capacity as the securityholder representative, Uno Aggregator II L.P., a Delaware limited partnership. The proceeds of the Term Loans will be used to pay a portion of the cash consideration with respect to the USI Acquisition and the other transactions contemplated by the Merger Agreement, and to pay fees and expenses in connection with the foregoing 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 the 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 for a financing transaction of this type.

The foregoing description of the Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Loan Credit Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Revolving Credit Agreement

Also on September 18, 2026, 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 from time to time (collectively, the “Revolving Lenders”), pursuant to 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 of Company, Aon Corporation, AGH, AGL, AUKL and ANA, 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 of Company, Aon Corporation, AGH, AGL and ANA, 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 Revolving Credit 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 a base rate equal to, at the borrower’s option, term SOFR rate 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 the Company’s senior unsecured long-term debt rating, and (iii) in pounds sterling will bear interest at SONIA plus a margin based on the Company’s senior unsecured long-term debt rating.

The Revolving Credit Agreement has a maturity date of September 18, 2031, subject to optional one-year extensions, and 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 the consummation of the USI Acquisition, 3.50 to 1.00, and, following the consummation of the USI Acquisition, 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 for a financing transaction of this type.

The Company and its subsidiaries have other commercial relationships with the Revolving Lenders, the Term Lenders, and the administrative agents, lead arrangers and syndication agents under the Term Loan Credit Agreement and the Revolving Credit Agreement, and/or their respective affiliates. In addition, the Company and certain of its affiliates have performed, and may perform, various insurance brokerage and consulting services for the Revolving Lenders, the Term Lenders, and the administrative agents, lead arrangers and syndication agents under the Term Loan Credit Agreement and the Revolving Credit Agreement, or their respective affiliates.

The foregoing description of the Revolving Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Revolving Credit Agreement, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Item 1.02 Termination of a Material Definitive Agreement.

Prior 2021 Revolving Credit Agreement

In connection with entering into the Revolving Credit Agreement, effective September 18, 2026, Company, Aon Corporation, AGH, AGL, AUKL and ANA terminated their $1,000,000,000 revolving credit facility dated as of September 28, 2021, as amended, which agreement was described in Item 1.01 of Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2021, and which description is incorporated herein by reference (the “Prior 2021 Revolving Credit Agreement”). The Prior 2021 Revolving Credit Agreement was scheduled to mature on September 28, 2027.

Prior 2023 Revolving Credit Agreement

In connection with entering into the Revolving Credit Agreement, effective September 18, 2026, Company, Aon Corporation, AGH, AGL and ANA terminated their $1,000,000,000 revolving credit facility dated as of October 19, 2023, as amended, which agreement was described in Item 1.01 of Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 24, 2023, and which description is incorporated herein by reference (the “Prior 2023 Revolving Credit Agreement”). The Prior 2023 Revolving Credit Agreement was scheduled to mature on October 19, 2028.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 and Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Credit Agreement, dated as of September 18, 2026, by and among Aon North America, Inc., Aon plc, Aon Corporation, Aon Global Holdings plc and Aon Global Limited, Citibank, N.A., as administrative agent, BofA Securities, Inc., as syndication agent, and the lenders party thereto.
10.2		Credit Agreement, dated as of September 18, 2026, by and among Aon North America, Inc., Aon Corporation, Aon Global Holdings plc, Aon UK Limited, Aon Global Limited, Aon plc, as guarantor, Citibank, N.A., as administrative agent, BofA Securities, Inc., as syndication agent, and the lenders party thereto.
104		Cover Page Interactive Data File (embedded within XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AON PLC
By:		/s/ David DeBrunner
Name:		David DeBrunner
Title:		Senior Vice President, Global Controller and Chief Accounting Officer
Date: September 22, 2026

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 704.5 KB
• EX-10.2 EX-10.2 770.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 10.9 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 23.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 46.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 26.2 KB