8-KMaterial AgreementsFinancial EventsExhibits & Filings

Aon plc 8-K Report, Material Agreement (Jul 1, 2009)

Filed July 1, 2009For Securities:AON

Summary

Aon Corporation (Aon) announced on July 1, 2009, the closing of a €500 million offering of 6.25% Guaranteed Notes due July 1, 2014. These notes were issued by Aon Financial Services Luxembourg, S.A., an indirect wholly-owned subsidiary, and Aon Corporation has provided an unconditional and irrevocable guarantee for the principal and interest payments. The net proceeds from this offering are intended for general corporate purposes, with a specific allocation to repay outstanding borrowings under Aon's existing €650 million multi-currency revolving loan credit facility. This move signals a proactive approach to managing its debt structure and liquidity amidst prevailing market conditions. The notes are listed on the Luxembourg Stock Exchange and are unsecured obligations of the issuer, ranking pari passu with other unsecured and unsubordinated debt. The terms include provisions for redemption under certain tax changes, and a change of control clause that allows noteholders to demand redemption or repurchase if Aon undergoes a change of control and the notes experience a rating downgrade. These details are important for investors to understand the debt covenants and potential triggers that could affect the notes' status.

Key Highlights

  • 1Aon plc closed a €500 million offering of 6.25% Guaranteed Notes due July 1, 2014.
  • 2The notes were issued by its indirect, wholly-owned subsidiary, Aon Financial Services Luxembourg, S.A.
  • 3Aon Corporation provides an unconditional and irrevocable guarantee for the notes.
  • 4Proceeds will be used for general corporate purposes, including repaying outstanding borrowings on its €650 million revolving credit facility (€482 million outstanding as of June 29, 2009).
  • 5The notes are unsecured obligations of the issuer and are listed on the Luxembourg Stock Exchange.
  • 6Key terms include provisions for redemption due to tax changes and a change of control event with a rating downgrade trigger.
  • 7The offering was conducted outside the United States under Regulation S and is not registered under the U.S. Securities Act of 1933.

Frequently Asked Questions

This 8-K filing announces the closing of Aon's €500 million debt offering, detailing the terms of the notes, the guarantor, the intended use of proceeds, and key provisions of the indenture.

Aon intends to use the net proceeds for its general corporate purposes. A significant portion will be used to repay outstanding borrowings under its existing €650 million multi-currency revolving loan credit facility, which had approximately €482 million in borrowings as of June 29, 2009.

The notes bear a 6.25% annual interest rate, payable annually, and mature on July 1, 2014. They are unsecured obligations of the issuer and guaranteed by Aon Corporation. Key risks include standard credit risk, interest rate risk, and specific provisions related to tax changes and change of control events that could trigger early redemption or repurchase. The notes are also subject to the laws of Luxembourg and the terms outlined in the Trust Deed.

The notes were issued by Aon Financial Services Luxembourg, S.A. and offered exclusively outside the United States to non-U.S. investors in accordance with Regulation S under the U.S. Securities Act of 1933. This structure likely facilitates access to European capital markets and avoids U.S. registration requirements for these specific offerings.