UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 2, 2024
Aon plc
(Exact Name of Registrant as Specified in Charter)
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Ireland
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001-07933
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98-1539969
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Metropolitan Building,
James Joyce Street, Dublin 1,
Ireland D01 K0Y8
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: +353 1 266 6000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Class A Ordinary Shares, $0.01 nominal value
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AON
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New York Stock Exchange
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Guarantees of Aon plc's 3.500% Senior Notes due 2024
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AON24 |
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New York Stock Exchange
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Guarantees of Aon plc's 3.875% Senior Notes due 2025
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AON25
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New York Stock Exchange
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Guarantees of Aon plc's 2.875% Senior Notes due 2026
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AON26
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New York Stock Exchange
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Guarantees of Aon Corporation and Aon Global Holdings plc's 2.850% Senior Notes due 2027
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AON27
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New York Stock Exchange
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Guarantees of Aon Corporation and Aon Global Holdings plc's 2.050% Senior Notes due 2031
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AON31
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New York Stock Exchange
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Guarantees of Aon Corporation and Aon Global Holdings plc's 2.600% Senior Notes due 2031
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AON31A
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New York Stock Exchange
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Guarantee of Aon Corporation and Aon Global Holdings plc's 5.000% Senior Notes due 2032
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AON32
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New York Stock Exchange |
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Guarantees of Aon Corporation and Aon Global Holdings plc's 5.350% Senior Notes due 2033
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AON33
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New York Stock Exchange
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Guarantees of Aon plc's 4.250% Senior Notes due 2042
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AON42
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New York Stock Exchange
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Guarantees of Aon plc's 4.450% Senior Notes due 2043
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AON43
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New York Stock Exchange
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Guarantees of Aon plc's 4.600% Senior Notes due 2044
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AON44
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New York Stock Exchange
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Guarantees of Aon plc's 4.750% Senior Notes due 2045
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AON45
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New York Stock Exchange
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Guarantees of Aon Corporation and Aon Global Holdings plc's 2.900% Senior Notes due 2051
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AON51
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New York Stock Exchange
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Guarantees of Aon Corporation and Aon Global Holdings plc's 3.900% Senior Notes due 2052
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AON52
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New York Stock Exchange
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Guarantees of Aon North America, Inc.'s 5.125% Senior Notes due 2027
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AON27B
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New York Stock Exchange
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Guarantees of Aon North America, Inc.'s 5.150% Senior Notes due 2029
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AON29
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New York Stock Exchange
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Guarantees of Aon North America, Inc.'s 5.300% Senior Notes due 2031
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AON31B
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New York Stock Exchange
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Guarantees of Aon North America, Inc.'s 5.450% Senior Notes due 2034
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AON34
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New York Stock Exchange
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Guarantees of Aon North America, Inc.'s 5.750% Senior Notes due 2054
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AON54
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 |
Regulation FD Disclosure |
As previously announced on December 20, 2023, Aon plc, an Irish public limited company (the “Company”), Randolph Acquisition Corp., a Delaware corporation and an
indirect, wholly owned subsidiary of the Company (“Randolph”), and Randolph Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Randolph, entered into an Agreement and Plan of Merger with NFP Intermediate
Holdings A Corp., a Delaware corporation (“NFP”), and NFP Parent Co, LLC, a Delaware limited liability company, pursuant to which Randolph will acquire NFP (the “Acquisition”).
In connection with the Acquisition, on April 2, 2024, the Company issued a press release announcing that Randolph had commenced cash tender offers (the “Tender Offers”)
to purchase any and all of the outstanding 6.875% Senior Notes due 2028, 4.875% Senior Secured Notes due 2028, 7.500% Senior Secured Notes due 2030 and 8.500% Senior Secured Notes due 2031, each issued by NFP Corp., a Delaware corporation and a
wholly owned subsidiary of NFP.
The Tender Offers are conditioned upon the satisfaction or waiver of conditions set forth in the Offer to Purchase, including the prior consummation of the Acquisition.
Randolph reserves the right to amend, extend, withdraw or terminate any of the Tender Offers in its sole discretion, subject to applicable law.
A copy of the press release relating to the commencement of the Tender Offers is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein in
its entirety. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Safe Harbor Statement
This communication contains certain statements related to future results, or states the Company’s intentions, beliefs and expectations or predictions for the future, all
of which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ
materially from either historical or anticipated results depending on a variety of factors. These forward-looking statements include information about possible or assumed future results of the Company’s operations. All statements, other than
statements of historical facts, that address activities, events or developments that the Company expects or anticipates may occur in the future, including, without limitation, statements about the benefits of the proposed Acquisition, including
future financial and operating results and synergies, the Company’s, NFP’s and the combined firm’s plans, objectives, expectations and intentions, and the expected timing of the completion of the proposed Acquisition, are forward-looking
statements. Also, when the Company uses words such as “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “looking forward”, “may”, “might”, “plan”, “potential”, “opportunity”, “commit”, “probably”, “project”,
“should”, “will”, “would” or similar expressions, it is making forward-looking statements.
The following factors, among others, could cause actual results to differ materially from those set forth in or anticipated by the forward looking statements: the
possibility that the proposed Acquisition will not be consummated, failure to obtain necessary regulatory approvals or to satisfy any of the other conditions to the proposed Acquisition, adverse effects on the market price of the Company’s
securities and on the Company’s operating results for any reason, including, without limitation, because of the failure to consummate the proposed Acquisition, the failure to realize the expected benefits of the proposed Acquisition (including
anticipated revenue and growth synergies), the failure to effectively integrate the combined companies following consummation of the proposed Acquisition, changes in global, political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals, or any announcement relating to the consummation of or failure to consummate the proposed Acquisition on the market
price of the Company’s securities, significant Acquisition and integration costs or difficulties in connection with the proposed Acquisition and/or unknown or inestimable liabilities, potential litigation associated with the proposed Acquisition,
the potential impact of the consummation of the proposed Acquisition on relationships, including with suppliers, customers, employees and regulators, and general economic, business and political conditions (including any epidemic, pandemic or
disease outbreak) that affect the combined companies following the consummation of the proposed Acquisition.
Any or all of the Company’s forward-looking statements may turn out to be inaccurate, and there are no guarantees about the Company’s performance. The factors identified
above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of
the dates on which they are made. In addition, results for prior periods are not necessarily indicative of results that may be expected for any future period. Further information concerning the Company and its businesses, including factors that
potentially could materially affect the Company’s financial results, is contained in the Company’s filings with the SEC. See the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and additional documents filed by the Company
with the SEC for a further discussion of these and other risks and uncertainties applicable to the Company and its businesses. These factors may be revised or supplemented in subsequent reports filed with the SEC. Any forward-looking statements in
this communication are based upon information available as of the date of this communication which, while believed to be true when made, may ultimately prove to be incorrect. The Company is not under, and expressly disclaims, any obligation to
update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number
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Description of Exhibit
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104
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Cover Page Interactive Data File (embedded within XBRL document).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AON PLC. |
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By:
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/s/ Darren Zeidel |
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Name: |
Darren Zeidel |
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Title: |
Executive Vice President, General Counsel and Company Secretary |
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Date: April 2, 2024