| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On June 22, 2023, Aon plc, an Irish public limited company (the “Company”), Aon Global Limited, a limited company incorporated under the laws of England and Wales (“AGL”), Aon Global Holdings plc, a public limited company incorporated under the laws of England and Wales (“AGH”), Aon Corporation, a Delaware corporation (“Aon Corporation”), Aon North America, Inc., a Delaware corporation (“ANA”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as applicable, entered into supplemental indentures, each dated June 22, 2023 (collectively, the “Indenture Supplements”), amending each of the following indentures (as amended, supplemented or modified from time to time) to add for the benefit of the holders of the instruments issued thereunder a full and unconditional guarantee of ANA thereunder: (i) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, the Company, AGL, AGH and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated January 13, 1997) (the “1997 Indenture”); (ii) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, the Company, AGL, AGH and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated September 10, 2010) (the “2010 Indenture”); (iii) Amended and Restated Indenture, dated April 1, 2020, among the Company, Aon Corporation, AGL, AGH and the Trustee (amending and restating the Indenture, dated December 12, 2012) (the “2012 Indenture”); (iv) Second Amended and Restated Indenture, dated April 1, 2020, among the Company, Aon Corporation, AGL, AGH and the Trustee (amending and restating the Amended and Restated Indenture, dated May 20, 2015, amending and restating the Indenture, dated May 24, 2013) (the “2013 Indenture”); (v) Amended and Restated Indenture, dated April 1, 2020, among the Company, Aon Corporation, AGL, AGH and the Trustee (amending and restating the Indenture, dated November 13, 2015) (the “2015 Indenture”); and (vi) Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, the Company, AGL, AGH and the Trustee (amending and restating the Indenture, dated December 3, 2018) (the “2018 Indenture”).
The Indenture Supplements are filed as Exhibits 4.1 through 4.6 to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing summary of each Indenture Supplement is qualified in its entirety by reference to the corresponding exhibit to this Current Report on Form 8-K.
| Item 8.01 | Other Events. |
The Company is filing this Current Report on Form 8-K to provide supplemental guarantor financial information pursuant to Rule 3-10 of Regulation S-X.
The Company has retrospectively supplemented the condensed consolidating financial information of the subsidiary guarantors included in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on February 17, 2023 (the “Annual Report”) and in Part I, Item 2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the Securities and Exchange Commission on April 28, 2023 (the “Quarterly Report”). These supplemented historical financial statements are filed as Exhibit 99.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K is being filed only to supplement the condensed consolidating financial information of the subsidiary guarantors included in the Annual Report and the Quarterly Report, as described herein. All other information in the Annual Report and the Quarterly Report remains unchanged. This Current Report on Form 8-K does not otherwise modify or update the disclosures in the Annual Report or the Quarterly Report, nor does it reflect any subsequent information or events, other than the inclusion of the retrospectively supplemented guarantor financial information.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
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.
| Aon plc | ||
| By: | /s/ Michael Neller | |
| Michael Neller | ||
| Senior Vice President and Global Controller | ||
Date: June 22, 2023