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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 21, 2024

 

 

Aon plc

(Exact name of Registrant as specified in its charter)

 

 

 

Ireland   1-7933   98-1539969

(State or Other Jurisdiction of

Incorporation or Organization)

  

Commission

File Number

  

(I.R.S. Employer

Identification Number)

 

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

N/A

(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):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Class A Ordinary Shares $0.01 nominal value   AON   New York Stock Exchange
Guarantees of Aon plc’s 3.500% Senior Notes due 2024   AON24   New York Stock Exchange
Guarantees of Aon plc’s 3.875% Senior Notes due 2025   AON25   New York Stock Exchange
Guarantees of Aon plc’s 2.875% Senior Notes due 2026   AON26   New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.85% Senior Notes due 2027   AON27   New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.05% Senior Notes due 2031   AON31   New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.60% Senior Notes due 2031   AON31A   New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.00% Senior Notes due 2032   AON32   New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 5.35% Senior Notes due 2033   AON33   New York Stock Exchange
Guarantees of Aon plc’s 4.250% Senior Notes due 2042   AON42   New York Stock Exchange
Guarantees of Aon plc’s 4.450% Senior Notes due 2043   AON43   New York Stock Exchange
Guarantees of Aon plc’s 4.600% Senior Notes due 2044   AON44   New York Stock Exchange
Guarantees of Aon plc’s 4.750% Senior Notes due 2045   AON45   New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 2.90% Senior Notes due 2051   AON51   New York Stock Exchange
Guarantees of Aon Corporation and Aon Global Holdings plc’s 3.90% Senior Notes due 2052   AON52   New York Stock Exchange

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-2of 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 (“Acquirer”), and Randolph Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Acquirer (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with NFP Intermediate Holdings A Corp., a Delaware corporation (“NFP”), and NFP Parent Co, LLC, a Delaware limited liability company (“NFP Seller”), pursuant to which Acquirer will acquire NFP (the “Transaction”). The Company and NFP announced today that the waiting period had expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the Transaction. A copy of the joint press release announcing the expiration of the waiting period is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The closing of the Transaction remains subject to receipt of other applicable regulatory approvals and customary closing conditions.

The information in this Item 7.01 of this Current Report, 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 (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit Number

   

Description of Exhibit

99.1    Joint Press Release, dated February 21, 2024.
104    Cover Page Interactive Data File (formatted as inline XBRL).

 

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
Date: February 21, 2024     By:  

/s/ Darren Zeidel

    Name:   Darren Zeidel
    Title:   Executive Vice President, General Counsel and Company Secretary