On February 28, 2024, Aon North America, Inc., a Delaware corporation (the “Issuer”), Aon plc, an Irish public limited company (“Aon plc”), Aon Corporation, a Delaware corporation (“Aon Corporation”), Aon Global Holdings plc, a public limited company incorporated under the laws of England and Wales (“AGH”), and Aon Global Limited, a private limited company incorporated under the laws of England and Wales (“AGL” and, together with Aon plc, Aon Corporation and AGH, the “Guarantors” and each, a “Guarantor”), entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), with respect to the offering and sale by the Issuer of $600,000,000 aggregate principal amount of 5.125% senior unsecured notes due 2027 (the “2027 Notes”), $1,000,000,000 aggregate principal amount of 5.150% senior unsecured notes due 2029 (the “2029 Notes”), $650,000,000 aggregate principal amount of 5.300% senior unsecured notes due 2031 (the “2031 Notes”) and $1,750,000,000 aggregate principal amount of 5.450% senior unsecured notes due 2034 (the “2034 Notes” and, together with the 2027 Notes, the 2029 Notes and the 2031 Notes, the “NFP Acquisition Notes”) and $2,000,000,000 aggregate principal amount of 5.750% senior unsecured notes due 2054 (the “2054 Notes” and, together with the NFP Acquisition Notes, the “Notes”), pursuant to the Issuer’s shelf registration statement on Form S-3 (Registration File No. 333-272818-02). 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 March 1, 2024 (the “Base Indenture”), among the Issuer, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as amended and supplemented by a first supplemental indenture, dated March 1, 2024 (the “First Indenture Supplement” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Guarantors and the Trustee.
The 2027 Notes are senior unsecured debt obligations of the Issuer, mature on March 1, 2027 and bear interest at a rate of 5.125% per annum. The 2029 Notes are senior unsecured debt obligations of the Issuer, mature on March 1, 2029 and bear interest at a rate of 5.150% per annum. The 2031 Notes are senior unsecured debt obligations of the Issuer, mature on March 1, 2031 and bear interest at a rate of 5.300% per annum. The 2034 Notes are senior unsecured debt obligations of the Issuer, mature on March 1, 2034 and bear interest at a rate of 5.450% per annum. The 2054 Notes are senior unsecured debt obligations of the Issuer, mature on March 1, 2054 and bear interest at a rate of 5.750% per annum.
Prior to February 1, 2027 (in the case of the 2027 Notes), February 1, 2029 (in the case of the 2029 Notes), January 1, 2031 (in the case of the 2031 Notes), December 1, 2033 (in the case of the 2034 Notes) and September 1, 2053 (in the case of the 2054 Notes) (each, a “Par Call Date”), the Issuer may redeem the 2027 Notes, the 2029 Notes, the 2031 Notes, the 2034 Notes and/or the 2054 Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of:
| | • | | (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of such series being redeemed discounted to the redemption date (assuming the Notes of such series being redeemed matured on the applicable Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the First Indenture Supplement), plus (i) 15 basis points (0.150%), in the case of the 2027 Notes, (ii) 15 basis points (0.150%), in the case of the 2029 Notes, (iii) 20 basis points (0.200%), in the case of the 2031 Notes, (iv) 20 basis points (0.200%), in the case of the 2031 Notes and (v) 25 basis points (0.250%), in the case of the 2054 Notes, less (b) accrued and unpaid interest to the date of redemption, and |
| | • | | 100% of the principal amount of the Notes of such series being redeemed, |
plus, in each case, accrued and unpaid interest on the principal amount of the Notes being redeemed to the redemption date.
