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June 12, 2020
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United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Eric Envall
Michael Clampitt
Re: | Aon plc |
Preliminary Proxy Statement on Schedule 14A |
Filed on May 11, 2020 |
File No. 001-07933 |
Ladies and Gentlemen:
On behalf of Aon plc (the Company), we submit this letter to the staff (the Staff) of the U.S. Securities and Exchange Commission (the Commission) regarding the Companys Preliminary Proxy Statement on Schedule 14A, filed with the Commission on May 11, 2020 (the Proxy Statement). The Company is concurrently filing an amendment to the Proxy Statement (the Revised Proxy Statement), which includes revisions that reflect the Companys responses to your comment letter, dated June 1, 2020. For your convenience, we are providing by overnight delivery a courtesy package that includes two copies of the Revised Proxy Statement, which have been marked to show changes from the Proxy Statement, as well as a copy of this letter.
For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Companys responses thereto. Unless otherwise indicated, capitalized terms used in this letter have the meanings assigned to them in the Revised Proxy Statement and all references to page numbers in the responses are to page numbers of the Revised Proxy Statement.
June 12, 2020
Page 2
Preliminary Proxy Statement filed on May 11, 2020
Scheme Consideration to WTW Shareholders, page 18
1. Please include here, and in the first Q&A on page 1, the value of the per share consideration to WTW shareholders at key dates relevant to the transaction, such as March 4, 2020, March 6, 2020 and a date closer to the date you begin to distribute your proxy statement to your shareholders.
Response: The Company has revised the disclosure on pages 1, 18 and 67.
Opinion of Credit Suisse, page 88
2. Please indicate on page 22-23, under the Opinion of ... sections as well as this section, if you intend to seek an updated fairness opinion from Goldman Sachs and Credit Suisse in light of the market fluctuations that have occurred as a result of the recent COVID-19 outbreak. If so, please indicate how you will provide shareholders with any such updated fairness opinion.
Response: The Company respectfully advises the Staff that it does not intend to obtain an updated fairness opinion from Credit Suisse prior to the closing of the transaction and refers the Staff to the disclosure on page 38 under The opinions of Aons and WTWs respective financial advisors will not reflect changes in circumstances between the signing of the Business Combination Agreement and the closing of the transaction.
Directors and Management of Aon Following the Transaction, page 109
3. Please describe the material terms of Mr. Haleys employment agreement for his position as Executive Chairman of Aon that will be in effect upon closing of the transaction.
Response: The Company has revised the disclosure on pages 24, 37, 109 and 202 include the fact that no terms of the post-closing service or employment of any WTW director or executive officer have been agreed between the Company and any such individual (except, in the case of Mr. Haley, that his title will be Executive Chairman of the Company focusing on growth and innovation). To the extent the material terms of Mr. Haleys employment agreement for his position as Executive Chairman of the Company are agreed prior to the date of the definitive proxy statement, the disclosure will be updated accordingly.
* * *
June 12, 2020
Page 3
If you have any additional questions or require any additional information with respect to this letter or the Revised Proxy Statement, please do not hesitate to contact me by email at charles.ruck@lw.com or by telephone at (714) 755-8245.
Very truly yours,
/s/ Charles K. Ruck
Charles K. Ruck
of LATHAM & WATKINS LLP
cc: | Gregory C. Case, Chief Executive Officer of Aon plc |
Christa Davies, Executive Vice President and Chief Financial Officer of Aon plc
Darren Zeidel, Executive Vice President, General Counsel and Secretary of Aon plc
Matthew Furman, General Counsel of Willis Towers Watson Public Limited Company
Christopher D. Lueking, Latham & Watkins LLP
Bradley C. Faris, Latham & Watkins LLP
Michael J. Aiello, Weil, Gotshal & Manges LLP
Matthew J. Gilroy, Weil, Gotshal & Manges LLP