0001104659-13-028268.txt : 20130610 0001104659-13-028268.hdr.sgml : 20130610 20130410095152 ACCESSION NUMBER: 0001104659-13-028268 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130410 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aon plc CENTRAL INDEX KEY: 0000315293 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 363051915 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 8 DEVONSHIRE SQUARE CITY: LONDON STATE: X0 ZIP: EC2M 4PL BUSINESS PHONE: (44) 20 7623 5500 MAIL ADDRESS: STREET 1: 8 DEVONSHIRE SQUARE CITY: LONDON STATE: X0 ZIP: EC2M 4PL FORMER COMPANY: FORMER CONFORMED NAME: AON CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMBINED INTERNATIONAL CORP DATE OF NAME CHANGE: 19870504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aon Corp CENTRAL INDEX KEY: 0001556748 IRS NUMBER: 363051915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312-381-1000 MAIL ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 CORRESP 1 filename1.htm

 

Aon plc

8 Devonshire Square

London, England EC2M 4PL

+44 20 7623 5500

 

Aon Corporation

200 East Randolph Street

Chicago, Illinois 60601

United States of America

(312) 381-1000

 

VIA EDGAR

 

Mr. Johnny Gharib

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

April 10, 2013

 

Re:                             Aon plc (“Aon plc”) and Aon Corporation (“Aon Corporation” and, together with Aon plc, the “Registrants”)

Registration Statement on Form S-4
(File No. 333-187637) (the “Registration Statement”)

 

Dear Mr. Gharib:

 

In registering the 4.250% Notes Due 2042 of Aon plc and guarantee thereof by Aon Corporation (the “Exchange Notes”) to be received in exchange for the privately placed 4.250% Notes Due 2042 of Aon plc and guarantee thereof by Aon Corporation (the “Old Notes”) pursuant to the exchange offer of Exchange Notes for Old Notes (the “Exchange Offer”), the Registrants are relying on the positions enunciated by the staff of the Securities and Exchange Commission in Exxon Capital Holdings Corporation (avail. May 13, 1988) (“Exxon”) and Morgan Stanley & Co. Incorporated (avail. June 5, 1991), as interpreted in the Securities and Exchange Commission’s letter to Shearman & Sterling (avail. July 2, 1993).

 

The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and to the best of each Registrant’s information and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer.  In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus or otherwise) that if such person is participating in the Exchange Offer for the purpose of distributing the Exchange Notes to be acquired in the Exchange Offer, such person (1) could not rely on the staff position enunciated in Exxon or interpretive letters of similar effect and (2) must comply with registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction.  The Registrants acknowledge that such a secondary resale transaction should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or 508, as applicable, of Regulation S-K, if the resales are of Exchange

 


 

Notes obtained by such holder in exchange for Old Notes acquired by such holder directly from the Registrants.

 

Neither of the Registrants nor any of their respective affiliates have entered into any arrangement or understanding with any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who will receive Exchange Notes in exchange for such Old Notes pursuant to the Exchange Offer, to distribute the Exchange Notes to be received in the Exchange Offer.

 

The Registrants will make each person participating in the Exchange Offer aware (through the Exchange Offer prospectus) that any broker-dealer who holds Old Notes acquired for its own account as a result of market-making activities or other trading activities, and who received Exchange Notes in exchange for such Old Notes pursuant to the Exchange Offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.

 

 

Very truly yours,

 

 

 

AON PLC

 

 

 

 

 

By:

/s/ Paul Hagy

 

Name:

Paul Hagy

 

Title:

Vice President and Treasurer

 

 

 

 

 

AON CORPORATION

 

 

 

 

 

By:

/s/ Ram Padmanabhan

 

Name:

Ram Padmanabhan

 

Title:

Vice President, Chief Counsel – Corporate and Corporate Secretary

 

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