UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On February 23, 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 Morgan Stanley & Co. LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. as representatives of the several underwriters named therein, with respect to the offering and sale by Aon Corporation and AGH of $600,000,000 aggregate principal amount of their 2.850% Senior Notes due 2027 (the “2027 Notes”) and $900,000,000 aggregate principal amount of their 3.900% Senior Notes due 2052 (the “2052 Notes” and, together with the 2027 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 third supplemental indenture on February 28, 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 $1.471 billion. Aon Corporation and AGH intend to use the net proceeds from the offering for general corporate purposes.
The Underwriting Agreement and the Third 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 forms of the Notes (including the Guarantees) are filed as Exhibits 4.3 and 4.4 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 28, 2022 | AON PLC | |||||
| By: | /s/ Julie Cho | |||||
| Name: | Julie Cho | |||||
| Title: | Assistant Company Secretary | |||||