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 Underwriting Agreement, dated May 12, 2020, among Aon Corporation,
Aon plc, AGL, AGH, and Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and Morgan Stanley & Co. LLC, as representatives of
the several underwriters named therein.
4.1 Amended and Restated Indenture, dated April 1, 2020, among Aon
Corporation, Aon plc, AGL, AGH and the Trustee (amending and
restating the Indenture, dated December 3, 2018, among Aon
Corporation, AGL and the Trustee) (incorporated by reference to
Exhibit 4.6 to the Current Report on Form 8-K12B filed by Aon plc on
April 1, 2020).
4.2 Form of 2.800% Senior Notes due 2030 (including the Guarantees).
5.1 Opinion of Latham & Watkins LLP.
5.2 Opinion of Latham & Watkins (London) LLP.
5.3 Opinion of Matheson.
23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1).
23.2 Consent of Latham & Watkins (London) LLP (included in Exhibit
5.2).
23.3 Consent of Matheson (included in Exhibit 5.3).
104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit
101).
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