Summary
This Form 8-K filing from Aon plc (AON) on August 16, 2010, primarily details the company's entry into material definitive agreements related to its financing for the proposed acquisition of Hewitt Associates, Inc. Aon secured a $1.0 billion unsecured term loan facility and a $1.5 billion unsecured bridge loan facility, both subject to the closing of the Hewitt merger. The company also amended its existing domestic credit agreement to align with these new facilities and the merger transaction. Aon anticipates issuing senior notes in lieu of drawing on the bridge facility, indicating a strategic approach to managing its debt structure for the acquisition. The filing outlines key terms, covenants, conditions precedent, and events of default for these credit agreements, alongside a comprehensive safe harbor statement regarding forward-looking statements related to the merger and other business risks.
Key Highlights
- 1Aon entered into a $1.0 billion Term Loan Agreement and a $1.5 billion Bridge Credit Agreement, both unsecured.
- 2These credit facilities are intended to finance the acquisition of Hewitt Associates, Inc.
- 3Aon expects to issue senior notes instead of fully drawing on the $1.5 billion bridge facility.
- 4The Term Loan Facility matures three years after the merger closing, and the Bridge Facility matures 364 days after the merger closing.
- 5Aon amended its existing domestic credit agreement to conform with the new credit facilities and the Hewitt merger.
- 6The credit agreements contain customary covenants, including limitations on subsidiary debt, liens, dividends, and asset sales.
- 7Conditions precedent for funding include the absence of a material adverse effect, merger consummation, and specific debt rating requirements (BBB- from S&P, Baa3 from Moody's).