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): May 12, 2020
Aon plc
(Exact name of registrant as specified in its charter)
Ireland | 1-7933 | Applied For | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
Metropolitan Building, James Joyce Street Dublin 1, Ireland | D01 K0Y85 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +353 1 266 6000
Former name or former address, if changed since last report: Not Applicable
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 plc’s 2.800% Senior Notes due 2021 | AON21 | New York Stock Exchange | ||
Guarantees of Aon plc’s 4.000% Senior Notes due 2023 | AON23 | New York Stock Exchange | ||
Guarantees of Aon plc’s 3.500% Senior Notes due 2024 | AON24 | New York Stock Exchange | ||
Guarantees of Aon plc’s 3.875% Senior Notes due 2025 | AON25 | New York Stock Exchange | ||
Guarantees of Aon plc’s 2.875% Senior Notes due 2026 | AON26 | New York Stock Exchange | ||
Guarantees of Aon plc’s 4.250% Senior Notes due 2042 | AON42 | New York Stock Exchange | ||
Guarantees of Aon plc’s 4.450% Senior Notes due 2043 | AON43 | New York Stock Exchange | ||
Guarantees of Aon plc’s 4.600% Senior Notes due 2044 | AON44 | New York Stock Exchange | ||
Guarantees of Aon plc’s 4.750% Senior Notes due 2045 | AON45 | 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 8.01 | Other Events. |
On May 12, 2020, Aon Corporation, a Delaware corporation (“Aon Corporation”), Aon plc, an Irish public limited company (“Aon plc”), Aon plc, a public limited company incorporated under the laws of England and Wales (“AGL”), and Aon Global Holdings plc, a public limited company incorporated under the laws of England and Wales (“AGH” and, together with Aon plc and AGL, the “Guarantors”), entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, with respect to the offering and sale by Aon Corporation of $1,000,000,000 aggregate principal amount of its 2.800% Senior Notes due 2030 (the “Notes”) under the Registration Statement on Form S-3 (Registration Nos. 333-238189, 333-238189-01, 333-238189-02 and 333-238189-03). Each Guarantor has fully and unconditionally, jointly and severally, guaranteed the Notes pursuant to the Indenture (as defined below) (collectively, the “Guarantees” and, together with the Notes, the “Securities”). The Securities were issued pursuant to an indenture, dated December 3, 2018, as amended and restated on April 1, 2020 (the “Indenture”), among Aon Corporation, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
The net proceeds from the offering, after deducting the underwriting discount and estimated offering expenses payable by Aon Corporation, were approximately $991.5 million. Aon Corporation intends to use the net proceeds from the offering to repay its outstanding 5.00% senior notes, which mature on September 30, 2020, as well as to repay other borrowings and for general corporate purposes.
The Underwriting Agreement and the Indenture are filed as Exhibits 1.1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated by reference herein. The form of the Notes (including the Guarantees) is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated by reference herein.
In connection with the issuance of the Securities, Latham & Watkins LLP is filing the legal opinions attached as Exhibits 5.1 and 5.2 to this Current Report on Form 8-K and Matheson is filing the legal opinion attached as Exhibit 5.3 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |||
1.1 | ||||
4.1 | ||||
4.2 | Form of 2.800% Senior Notes due 2030 (including the Guarantees). | |||
5.1 | ||||
5.2 | ||||
5.3 | ||||
23.1 | ||||
23.2 | Consent of Latham & Watkins (London) LLP (included in Exhibit 5.2). | |||
23.3 | ||||
104 | Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101). | |||
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.
Date: May 15, 2020 | AON PLC | |||||
By: | /s/ Molly Johnson | |||||
Molly Johnson | ||||||
Assistant Company Secretary | ||||||
