Item 8.01 Other Events.
On August 18, 2021, Aon Corporation, a Delaware corporation ("Aon Corporation"),
Aon Global Holdings plc, a public limited company formed under the laws of
England and Wales ("AGH" and, together with Aon Corporation, the "Issuers"), Aon
plc, an Irish public limited company ("Aon plc") and Aon Global Limited, a
private limited company formed under the laws of England and Wales and, prior to
its re-registration, a public limited company formed under the laws of England
and Wales named Aon plc ("AGL" and, together with Aon plc, the "Guarantors" and
each, a "Guarantor"), entered into an underwriting agreement (the "Underwriting
Agreement") with Citigroup Global Markets Inc., HSBC Securities (USA) Inc.,
Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC as representatives of
the several underwriters named therein, with respect to the offering and sale by
Aon Corporation and AGH of $400,000,000 aggregate principal amount of their
2.050% Senior Notes due 2031 (the "2031 Notes") and $600,000,000 aggregate
principal amount of their 2.900% Senior Notes due 2051 (the "2051 Notes" and,
together with the 2031 Notes, 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, as further amended and supplemented by a first supplemental
indenture on August 23, 2021 (the "Indenture"), among Aon Corporation, AGH, 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 the Issuers, were approximately
$986.2 million. Aon Corporation and AGH intend to use the net proceeds from the
offering for general corporate purposes.
The Underwriting Agreement and the First Indenture Supplement are filed as
Exhibits 1.1 and 4.2 to this Current Report on Form 8-K, respectively, and are
incorporated by reference herein. The form of the 2031 Notes (including the
Guarantees) and the 2051 Notes (including the Guarantees) are filed as Exhibits
4.3 and 4.4, respectively, to this Current Report on Form 8-K and is
incorporated by reference herein.
In connection with the issuance of the Securities, Sidley Austin LLP is filing
the legal opinion attached as Exhibit 5.1 to this Current Report on Form 8-K,
Freshfields Bruckhaus Deringer LLP is filing the legal opinion attached as
Exhibit 5.2 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 August 18, 2021, among Aon Corporation,
AGH, Aon plc and AGL, and Citigroup Global Markets Inc., HSBC
Securities (USA) Inc., Morgan Stanley & Co. LLC and Wells Fargo
Securities, 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)(included Exhibit 4.6 to the Current Report on Form 8-K12B
filed by Aon plc on April 1, 2020).
4.2 First Indenture Supplement, dated August 23, 2021 among Aon
Corporation, AGH, the Guarantors and the Trustee
4.3 Form of 2.050% Senior Notes due 2031 (including the Guarantees)
(included in Exhibit 4.2).
4.4 Form of 2.900% Senior Notes due 2051 (including the Guarantees)
(included in Exhibit 4.2).
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5.1 Opinion of Sidley Austin LLP.
5.2 Opinion of Freshfields Bruckhaus Deringer LLP.
5.3 Opinion of Matheson.
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1).
23.2 Consent of Freshfields Bruckhaus Deringer 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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