UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2016
Aon plc
(Exact name of registrant as specified in its Charter)
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England and Wales |
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1-7933 |
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98-1030901 |
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(State or other jurisdiction |
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(Commission File Number) |
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(I.R.S. Employer |
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122 Leadenhall Street, London, England |
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EC3V 4AN |
Registrant’s telephone number, including area code: +44 20 7623 5500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events
On February 23, 2016, Aon plc (the “Company”) and Aon Corporation (the “Guarantor”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives of the several Underwriters named therein, with respect to the offering and sale by the Company of $750,000,000 aggregate principal amount of its 3.875% Senior Notes due 2025 (the “Notes”), under the Registration Statement on Form S-3 (Registration No. 333-206759). The Guarantor will provide a full and unconditional guarantee of the Notes pursuant to the Indenture (as defined below) (the “Guarantee,” and together with the Notes, the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of November 13, 2015, among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”).
The net proceeds from the sale of the Securities after deducting the underwriting discounts and estimated offering expenses payable by us, are expected to be approximately $743.9 million. We intend to use the net proceeds from this offering for general corporate purposes.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Indenture (including the Guarantee) was filed as Exhibit 4.1 to a Current Report on Form 8-K on November 13, 2015 and is incorporated herein by reference. The form of notes for the Notes is filed as Exhibit 4.2 to this Current Report filed by Aon plc on Form 8-K and is incorporated herein by reference.
In connection with the issuance of the Securities, Latham & Watkins LLP is filing the legal opinions attached to this Current Report on Form 8-K as Exhibits 5.1 and 5.2, respectively.
Item 9.01. Financial Statements and Exhibits.
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Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement, dated as of February 23, 2016, by and among the Company, the Guarantor and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives of the several Underwriters named therein. |
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4.1 |
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Indenture, dated as of November 13, 2015, among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (including the guarantee) (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Company on November 13, 2015). |
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4.2 |
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Form of 3.875% Senior Note due 2025. |
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5.1 |
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Opinion of Latham & Watkins LLP relating to the Securities. |
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5.2 |
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Opinion of Latham & Watkins (London) LLP relating to the Notes. |
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23.1 |
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Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
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23.2 |
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Consent of Latham & Watkins (London) LLP (included in Exhibit 5.2). |
SIGNATURE
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, thereunto duly authorized.
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Date: February 29, 2016 |
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Aon plc | ||
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By: |
/s/ Paul Hagy | |
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Name: |
Paul Hagy |
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Title: |
Senior Vice President and Treasurer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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1.1 |
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Underwriting Agreement, dated as of February 23, 2016, by and among the Company, the Guarantor and Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representatives of the several Underwriters named therein. |
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4.1 |
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Indenture, dated as of November 13, 2015, among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (including the guarantee) (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed by the Company on November 13, 2015). |
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4.2 |
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Form of 3.875% Senior Note due 2025. |
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5.1 |
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Opinion of Latham & Watkins LLP relating to the Securities. |
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5.2 |
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Opinion of Latham & Watkins (London) LLP relating to the Notes. |
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23.1 |
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Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
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23.2 |
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Consent of Latham & Watkins (London) LLP (included in Exhibit 5.2). |