8-KLeadership ChangesMaterial AgreementsRegulation FD+1

Aon plc 8-K Report, Material Agreement (Jan 13, 2012)

Filed January 13, 2012For Securities:AON

Summary

Aon Corporation announced a significant corporate restructuring plan on January 13, 2012, involving the relocation of its corporate headquarters to the United Kingdom. The proposed reorganization would result in Aon Corporation stockholders receiving shares in a newly formed public limited company under English law, to be named "Aon plc." This transaction will be effected through a merger agreement where the current Aon Corporation will survive as a subsidiary of a new intermediate holding company. Chicago will remain the headquarters for operations in the Americas. This move aims to reincorporate Aon in the UK. The company has entered into an Agreement and Plan of Merger and Reorganization to facilitate this. Key executive officers are entering into international assignment agreements to support their relocation to the UK. Investors are advised to review the detailed proxy statement/prospectus and other filings for comprehensive information regarding this transaction, which is subject to stockholder approval and other customary conditions.

Key Highlights

  • 1Aon Corporation is proposing a corporate reorganization to reincorporate in the United Kingdom.
  • 2The new parent company will be a public limited company named 'Aon plc' (or similar), headquartered in the UK.
  • 3The transaction involves a merger where the current Aon Corporation will become a subsidiary of a new holding company structure.
  • 4Aon's common stock will be exchanged for Class A Ordinary Shares of the new UK-based Aon plc.
  • 5Chicago will continue to serve as the headquarters for the Americas operations.
  • 6International assignment letter agreements have been entered into with certain named executive officers for relocation to the UK.
  • 7The transaction is subject to stockholder approval and other closing conditions.

Frequently Asked Questions

This 8-K filing announces Aon Corporation's plan to reorganize its corporate structure and relocate its corporate headquarters to the United Kingdom. It details the entry into a merger agreement to facilitate this reorganization.

If the reorganization is consummated, Aon Corporation stockholders will have their shares converted into the right to receive Class A Ordinary Shares of the newly formed UK public limited company, 'Aon plc'. The current Aon Corporation will become a subsidiary of a new holding company.

The business will continue to be conducted in substantially the same manner, and Aon UK is expected to remain subject to the same SEC reporting requirements. An application will be made to list the Class A Ordinary Shares on the New York Stock Exchange.

In connection with the reorganization and relocation, certain named executive officers have entered into international assignment letter agreements that include provisions for relocation benefits to the United Kingdom.