Item 8.01 Other Events.
On September 7, 2022, 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. and J.P.
Morgan Securities LLC as representatives of the several underwriters named
therein, with respect to the offering and sale by Aon Corporation and AGH of
$500,000,000 aggregate principal amount of their 5.000% Senior Notes due 2032
(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 fourth supplemental
indenture on September 12, 2022 (together, 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
$495,289,406. The Issuers intend to use 10% of the net proceeds from this
offering for the general corporate purposes of Aon Corporation and to use 90% of
the net proceeds from this offering for the general corporate purposes of AGH.
The Underwriting Agreement and the Fourth 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 Notes (including the
Guarantees) is filed as Exhibit 4.3 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 Brukhaus 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 September 7, 2022, among Aon
Corporation, AGH, Aon plc and AGL, and Citigroup Global Markets Inc.
and J.P. Morgan 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 in Exhibit 4.6 to the Current Report on Form
8-K12B filed by Aon plc on April 1, 2020).
4.2 Fourth Indenture Supplement, dated as of September 12, 2022, among
Aon Corporation, AGH, the Guarantors and the Trustee.
4.3 Form of 5.000% Senior Notes due 2032 (including the Guarantees)
(included in Exhibit 4.2).
5.1 Opinion of Sidley Austin LLP.
5.2 Opinion of Freshfields Brukhaus Deringer LLP.
5.3 Opinion of Matheson.
23.1 Consent of Sidley Austin LLP (included in Exhibit 5.1).
23.2 Consent of Freshfields Brukhaus 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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