Aon : Underwriting Agreement (Form 8-K)

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 (RegistrationNos. 333-238189, 333-238189-01, 333-238189-02 and 333-238189-03). EachGuarantor 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 andis 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.

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 Form8-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).

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).