8-KAcquisitions & DispositionsFinancial EventsExhibits & Filings

Aon plc 8-K Report, Acquisition Completed (Oct 4, 2010)

Filed October 4, 2010For Securities:AON

Summary

Aon Corporation has officially completed its acquisition of Hewitt Associates, Inc. through a merger transaction that became effective on October 1, 2010. This significant strategic move combines Aon's risk and insurance broking capabilities with Hewitt's human capital and talent solutions, aiming to create a more comprehensive service offering for clients. The merger involved a mix of cash and Aon common stock as consideration for Hewitt shareholders, with final election results detailing the distribution preferences among Hewitt's stockholders. The completion of this acquisition was financed in part by a $1.0 billion unsecured term loan facility. Aon drew the full amount to cover a portion of the cash consideration for the merger, refinance existing Hewitt debt, and manage associated fees and expenses. This 8-K filing primarily details the consummation of the merger and the financing aspects, marking a pivotal moment in Aon's corporate strategy and market positioning.

Key Highlights

  • 1Aon Corporation completed the acquisition of Hewitt Associates, Inc. via a merger effective October 1, 2010.
  • 2Hewitt Associates, Inc. is now a wholly owned subsidiary of Aon Corporation following the completion of the merger and a subsequent merger with Merger LLC, forming Aon Hewitt LLC.
  • 3Hewitt shareholders received a mix of Aon common stock and cash as consideration for their shares, with options for all-cash or all-stock consideration as well.
  • 4The merger consideration was structured to approximate a 50% cash and 50% stock split, based on Aon's stock performance leading up to the merger.
  • 5Aon drew $1.0 billion under its Three-Year Term Credit Agreement to finance a portion of the merger's cash consideration, refinance Hewitt's debt, and cover related costs.
  • 6All outstanding unvested Hewitt stock options became fully vested and were converted into options to purchase Aon Common Stock.
  • 7Restricted stock and restricted stock units of Hewitt also vested and were settled as part of the merger consideration.

Frequently Asked Questions

This 8-K filing announces the completion of Aon Corporation's acquisition of Hewitt Associates, Inc. through a merger transaction. It details the effective date, the structure of the merger, the consideration paid to Hewitt shareholders, and the financing obtained by Aon to complete the deal.

Hewitt shareholders could elect to receive one of three forms of consideration: a mixed consideration of Aon common stock and cash, stock electing consideration (more Aon stock and less cash), or cash electing consideration (all cash). The actual mix was subject to proration to ensure an approximate 50% cash and 50% stock split of the aggregate merger consideration.

Aon financed a portion of the cash consideration, refinanced certain existing indebtedness of Hewitt, and paid related fees and expenses through a $1.0 billion drawing under its Three-Year Term Credit Agreement.

All outstanding unvested Hewitt stock options became fully vested and were converted into options to purchase Aon Common Stock. Similarly, Hewitt's restricted stock, restricted stock units, and performance share units vested and were converted into the merger consideration.