v3.26.1
Debt
 6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
Debt

Note 9 — Debt

Current debt consists of the following:

 

 

 

June 30,
2026

 

 

December 31,
2025

 

4.400% senior notes due 2026

 

$

—

 

 

$

550

 

4.650% senior notes due 2027

 

 

749

 

 

 

—

 

 

 

$

749

 

 

$

550

 

Long-term debt consists of the following:

 

 

 

June 30,
2026

 

 

December 31,
2025

 

Revolving $1.5 billion credit facility

 

$

—

 

 

$

—

 

Delayed draw term loan

 

 

774

 

 

 

—

 

4.650% senior notes due 2027

 

 

—

 

 

 

748

 

4.500% senior notes due 2028

 

 

599

 

 

 

598

 

2.950% senior notes due 2029

 

 

725

 

 

 

725

 

4.550% senior notes due 2031

 

 

693

 

 

 

695

 

5.350% senior notes due 2033

 

 

744

 

 

 

743

 

5.150% senior notes due 2036

 

 

297

 

 

 

298

 

6.125% senior notes due 2043

 

 

272

 

 

 

272

 

5.050% senior notes due 2048

 

 

396

 

 

 

396

 

3.875% senior notes due 2049

 

 

543

 

 

 

543

 

5.900% senior notes due 2054

 

 

738

 

 

 

738

 

 

 

$

5,781

 

 

$

5,756

 

Delayed draw term loan

On January 7, 2026, the Company, together with Trinity Acquisition plc and Willis North America Inc. as borrowers (the ‘Borrowers’), entered into a $775 million delayed draw term loan (the ‘DDTL’). Drawings against the DDTL may be used (i) to finance a portion of the Newfront acquisition (see Note 3 — Acquisitions); (ii) to refinance certain outstanding indebtedness of the Company and its subsidiaries, and (iii) for working capital, capital expenditures, permitted acquisitions and general corporate purposes.

Amounts outstanding under the DDTL shall bear interest, at the Borrowers’ option, at a rate equal to (i) the term secured overnight financing rate plus an applicable margin of 0.625% to 1.250% (based upon the Company’s guaranteed senior-unsecured long-term debt rating) or (ii) the base rate plus an applicable margin of 0.00% to 0.250% (based upon the Company’s guaranteed senior-unsecured long-term debt rating). In addition, the Borrowers will pay a commitment fee in an amount equal to 0.055% to 0.140% (based upon the Company’s guaranteed senior-unsecured long-term debt rating) on the unused amount of commitments under the DDTL. Interest is payable no later than every three months and interest rates are reset on a one-, three- or six-month basis, at the election of the Company, but may be shorter or longer durations with consent of the lenders.

The DDTL may be drawn on up to four borrowings, each of which is subject to customary conditions, including, solely in the case of drawings that are not used to fund the Newfront acquisition, the accuracy and completeness in all material respects of all representations and warranties in the loan documentation and that no default under the DDTL shall exist, or would result from such borrowing or the application of the drawings thereof.

On March 16, 2026, the Company made the first borrowing under the DDTL for $550 million in relation to the repayment of the 4.400% senior notes due 2026 (see below). On April 30, 2026, the Company borrowed the remaining $225 million available under the DDTL to fund its Cushon acquisition (see Note 3 — Acquisitions). In accordance with the terms of the DDTL agreement, the maturity date for all borrowings is established as three years from the date of the first borrowing, or March 16, 2029.

Repayment of 4.400% Senior Notes due 2026

On March 16, 2026, the Company repaid in full the $550 million aggregate principal amount and related accrued interest of the 4.400% senior notes due 2026 ($562 million in total) using borrowings against the DDTL and cash on hand.

Covenant Compliance

At June 30, 2026 and December 31, 2025, we were in compliance with all financial covenants.