EXPLANATORY NOTE
On February 28, 2022, Aon Corporation, a Delaware corporation (“Aon Corporation”), Aon plc, an Irish public limited company (“Aon plc”), Aon Global Limited, a limited company incorporated under the laws of England and Wales (“AGL”), Aon Global Holdings plc, a public limited company incorporated under the laws of England and Wales (“AGH”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) entered in the Third Indenture Supplement, amending and restating the Amended and Restated Indenture, dated as of April 1, 2020, among Aon Corporation, Aon plc, AGL, AGH and the Trustee (amending and restating the Indenture, dated as of December 3, 2018, among Aon Corporation, AGL and the Trustee) (such indenture as so amended, restated and supplemented, the “Indenture”). On February 28, 2022, Aon Corporation and AGH co-issued their 3.900% Senior Notes due 2052 (the “Notes”), which are guaranteed by Aon plc and AGL, pursuant to the Indenture.
The Notes are listed on the New York Stock Exchange and were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to a Registration Statement on Form 8-A filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2022 (File No. 001-07933).
On June 22, 2023, Aon Corporation, Aon plc, AGL, AGH, Aon North America, Inc., a Delaware Corporation (“ANA”), and the Trustee entered into a supplemental indenture amending the Indenture, pursuant to which ANA provided a guarantee (the “Additional Guarantee”) in respect of the Notes pursuant to the terms of the Indenture.
Item 1. Description of Registrant’s Securities to be Registered.
The information required by this item is incorporated herein by reference to the information set forth under the caption “Description of the Securities” in the Prospectus Supplement, dated February 23, 2022, and under the caption “Description of Debt Securities and Guarantees” in the accompanying Prospectus, dated May 12, 2020, filed with the Commission on February 25, 2022 and May 12, 2020, respectively.
The information required by this item in relation to the Additional Guarantee is incorporated herein by reference to the information set forth under the caption “Description of Debt Securities and Guarantees” in the Prospectus, dated June 22, 2023, filed with the Commission on June 22, 2023.
Item 2. Exhibits.
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Exhibit
No. | | Description |
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| 4.1 | | Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Indenture, dated December 3, 2018)—incorporated by reference to Exhibit 4.6 to Aon plc’s Current Report on Form 8-K12B filed April 1, 2020 |
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| 4.2 | | Third Indenture Supplement, dated as of February 28, 2022, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A.—incorporated by reference to Exhibit 4.2 to Aon plc’s Current Report on Form 8-K filed February 28, 2022 |
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| 4.3 | | Form of 3.900% Senior Notes due 2052—incorporated by reference to Exhibit 4.2 to Aon plc’s Current Report on Form 8-K filed February 28, 2022 |
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| 4.4 | | Sixth Indenture Supplement, dated June 22, 2023, among Aon Corporation, Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc. and The Bank of New York Mellon Trust Company, N.A.—incorporated by reference to Exhibit 4.29 to Aon plc’s Registration Statement on Form S-3 filed June 22, 2023 |
