8-KMaterial AgreementsExhibits & Filings

Aon plc 8-K Report, Material Agreement (Feb 10, 2017)

Filed February 10, 2017For Securities:AON

Summary

Aon plc has announced the sale of its benefits administration and business process outsourcing business (the "Business") to Tempo Acquisition, LLC, an entity formed and controlled by affiliates of The Blackstone Group L.P. This significant transaction, valued at an initial $4.3 billion in cash, with potential for an additional $500 million in deferred consideration, represents a strategic divestiture for Aon. The sale is subject to customary closing conditions, including antitrust approvals. The proceeds from this sale are expected to strengthen Aon's financial position and allow for a greater focus on its core risk management and advisory services. Investors should monitor the closing progress and Aon's subsequent capital allocation strategies.

Key Highlights

  • 1Aon plc entered into a Purchase Agreement to sell its benefits administration and business process outsourcing business.
  • 2The buyer is Tempo Acquisition, LLC, an entity formed and controlled by affiliates of The Blackstone Group L.P.
  • 3The total transaction value is $4.3 billion in cash at closing, with potential for up to $500 million in deferred consideration.
  • 4The sale is subject to customary closing conditions, including antitrust approvals (Hart-Scott-Rodino Act).
  • 5The transaction is expected to close after a marketing period for financing, which is not a condition to the buyer's obligation.
  • 6The agreement includes provisions for termination fees, indemnification, and covenants regarding the operation of the business until closing.
  • 7Aon will continue to be a significant client of the divested business under a commercial agreement.

Frequently Asked Questions

Aon plc is selling its benefits administration and business process outsourcing business to Tempo Acquisition, LLC, an entity formed and controlled by affiliates of The Blackstone Group L.P.

The transaction has an initial purchase price of $4.3 billion in cash payable at closing, with the possibility of up to $500 million in deferred consideration based on future performance metrics of the divested business.

The completion of the transaction is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act and other necessary approvals in foreign jurisdictions. The buyer's obligation to close is not contingent on securing financing.

Yes, Aon and the buyer have agreed to enter into related transaction agreements, including commercial agreements, whereby Aon will continue to be a significant client of the business and use its services for broking and other needs.