8-KMaterial AgreementsFinancial EventsExhibits & Filings

Aon plc 8-K Report, Material Agreement (Mar 8, 2013)

Filed March 8, 2013For Securities:AON

Summary

Aon plc filed an 8-K report on March 8, 2013, to disclose a material definitive agreement and the creation of a direct financial obligation. The company issued an additional $90 million in aggregate principal amount of its 4.250% Notes Due 2042. These new notes will be consolidated with and form a single series with the previously issued $165.9 million in principal amount of these notes from December 2012. The issuance was made pursuant to a Purchase Agreement dated March 5, 2013, and under an Indenture dated December 12, 2012. The notes are guaranteed by Aon Corporation and were offered privately to qualified institutional buyers (Rule 144A) and non-U.S. persons (Regulation S), meaning they were not registered under the Securities Act of 1933. The filing also noted the entry into a Registration Rights Agreement, which grants holders certain rights regarding the Notes.

Key Highlights

  • 1Aon plc issued an additional $90 million in 4.250% Notes Due 2042.
  • 2These new notes will be consolidated with and form a single series with existing notes from December 2012.
  • 3The issuance was conducted via a private placement under Rule 144A (for U.S. qualified institutional buyers) and Regulation S (for non-U.S. persons).
  • 4Aon Corporation (the Guarantor) provides an unconditional guarantee for the payment of principal and interest on these notes.
  • 5The company entered into a Purchase Agreement with Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC as representatives for the initial purchasers.
  • 6A Registration Rights Agreement was also executed, providing holders with exchange and registration rights.
  • 7The notes are due in 2042 and carry a 4.250% coupon rate.

Frequently Asked Questions

This 8-K filing primarily serves to report Aon plc's entry into a material definitive agreement (the Purchase Agreement) and the creation of a new direct financial obligation, specifically the issuance of $90 million in aggregate principal amount of 4.250% Notes Due 2042.

The notes were offered and sold to 'qualified institutional buyers' under Rule 144A and to non-U.S. persons under Regulation S. This indicates a private placement, meaning the notes were not registered under the Securities Act of 1933 and are not available for general public offering in the U.S. unless registered or an exemption applies.

The unconditional guarantee from Aon Corporation (the Guarantor) means that Aon Corporation is fully responsible for the payment of principal and interest on these notes, providing an additional layer of security for the noteholders.

No, these are a further issuance of the same series of notes. The $90 million in new notes will be consolidated with, and form a single series of debt securities with, the $165.9 million aggregate principal amount of 4.250% Notes Due 2042 that Aon plc previously issued on December 12, 2012.