0001628280-17-005056.txt : 20170505 0001628280-17-005056.hdr.sgml : 20170505 20170505164651 ACCESSION NUMBER: 0001628280-17-005056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170501 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170505 DATE AS OF CHANGE: 20170505 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07933 FILM NUMBER: 17819024 BUSINESS ADDRESS: STREET 1: THE LEADENHALL BUILDING STREET 2: 122 LEADENHALL STREET CITY: LONDON STATE: X0 ZIP: EC3V 4AN BUSINESS PHONE: (44) 20 7623 5500 MAIL ADDRESS: STREET 1: THE LEADENHALL BUILDING STREET 2: 122 LEADENHALL STREET CITY: LONDON STATE: X0 ZIP: EC3V 4AN 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 8-K 1 form8-ktempoproforma.htm 8-K Document



 
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): May 1, 2017
 
 
 
 
 
 
 
Aon plc
(Exact Name of Registrant as Specified in Charter)
 
England and Wales
 
1-7933
 
98-1030901
(State or Other Jurisdiction
of Incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
 
122 Leadenhall Street, London, England
 (Address of Principal Executive Offices)
 
EC3V 4AN
 (Zip Code)
 
Registrant’s telephone number, including area code: +44 20 7623 5500
 
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):
 
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o
 

1


Item 2.01             Completion of Acquisition or Disposition of Assets

On May 1, 2017, Aon plc (the “Company”) completed the previously announced sale (the “Disposition”) of its benefits administration and business process outsourcing business (the “Tempo Business”) to Tempo Acquisition, LLC (the “Buyer”), an entity formed and controlled by affiliates of The Blackstone Group L.P. (the “Sponsor”), and certain designated purchasers that are direct or indirect subsidiaries of the Buyer pursuant to a Purchase Agreement entered into on February 9, 2017 (as amended, the “Purchase Agreement”).
The Buyer has purchased all of the outstanding equity interests in each of the Business Subsidiaries (as defined in the Purchase Agreement), plus certain related assets, for a purchase price of (i) $4.3 billion in cash paid at closing, subject to customary adjustments set forth in the Purchase Agreement, and (ii) deferred consideration of up to $500 million, plus the assumption of certain liabilities.
There are no material relationships between the Company and the Buyer or any of their respective affiliates, other than in respect of the Purchase Agreement and the related ancillary agreements.

The Company has attached as Exhibit 99.1 unaudited pro forma condensed consolidated financial information to illustrate the pro forma effects of this Disposition.

Item 9.01.            Financial Statements and Exhibits
 
(b)        Pro Forma Financial Information

Certain unaudited pro forma condensed consolidated financial information of the Company giving effect to the Disposition is filed as Exhibit 99.1 hereto and incorporated herein by reference.
 
(d)           Exhibits
 
Exhibit
Number
 
Description of
 Exhibit
 
99.1
 
Unaudited pro forma condensed consolidated financial information.

2


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/ Molly Johnson
 
 
 
Molly Johnson
 
 
 
Assistant Secretary
 
 
 
Date:
May 5, 2017
 

3


EXHIBIT INDEX
 
 
Exhibit
Number
 
Description of
 Exhibit
 
99.1
 
Unaudited pro forma condensed consolidated financial information.


4
 EX-99.1 2 ex991tempoproforma.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
Unaudited Pro Forma Condensed Consolidated Financial Information
On February 9, 2017, Aon (the “Company”) entered into a Purchase Agreement with Tempo Acquisition, LLC (the “Buyer”) an entity formed and controlled by affiliates of The Blackstone Group L.P. Pursuant to the Purchase Agreement, Aon agreed to sell its benefits administration and business process outsourcing business (the “Tempo Business”) to the Buyer, and certain designated purchasers that are direct or indirect subsidiaries of the Buyer (the “Disposition”). On May 1, 2017, the Company completed the Disposition, which constituted a significant disposition for purposes of Item 2.01 of Form 8-K.
The accompanying unaudited pro forma financial information should be read in conjunction with our historical consolidated financial statements and the accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2016, filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2017.
As the Tempo Business qualifies as a discontinued operation that has not yet been reflected in the Company’s historical financial statement filings with the SEC, the unaudited pro forma condensed consolidated statements of income for the years ended December 31, 2016, 2015, and 2014 have been prepared giving effect to the Disposition as if the transaction had occurred on January 1, 2014. The unaudited pro forma condensed consolidated balance sheet gives effect to the Disposition as if the transaction had occurred on December 31, 2016.
The unaudited pro forma condensed consolidated financial statements are prepared in accordance with Article 11 of Regulation S-X. The pro forma adjustments are described in the accompanying notes and are based upon information and assumptions available at the time of the filing of this report on Form 8-K.
The unaudited pro forma financial information is based on financial statements prepared in accordance with U.S. generally accepted accounting principles, which are subject to change and interpretation. The unaudited pro forma condensed consolidated financial statements were based on and derived from our historical consolidated financial statements, adjusted for those amounts which were determined to be directly attributable to the Disposition, factually supportable, and with respect to the unaudited pro forma condensed consolidated statements of income, expected to have a continuing impact on our consolidated results. Actual adjustments, however, may differ materially from the information presented. Pro forma adjustments do not include allocations of corporate costs, as those are not directly attributable to the Disposition. In addition, the unaudited pro forma financial information is based upon available information and assumptions that management considers to be reasonable, and such assumptions have been made solely for purposes of developing such unaudited pro forma financial information for illustrative purposes in compliance with the disclosure requirements of the SEC. The unaudited pro forma financial information is not necessarily indicative of what the financial position or income statement results would have actually been had the Disposition occurred on the dates indicated. In addition, these unaudited pro forma condensed consolidated financial statements should not be considered to be indicative of our future consolidated financial performance and income statement results.

1


Aon plc
Pro Forma Condensed Consolidated Statements of Income (Unaudited) (1)
 
 
For the Year Ended
December 31, 2016
(millions, except per share data)
 
As Reported
(a)
 
Pro Forma Adjustments
(b)
 
Pro Forma Aon Plc
Revenue
 
 
 
 
 
 
Total revenue
 
$
11,627

 
$
(2,218
)
 
$
9,409

Expenses
 
 

 
 

 
 
Total operating expenses
 
9,721

 
(1,950
)
 
7,771

Operating income
 
1,906

 
(268
)
 
1,638

Interest income
 
9

 
—

 
9

Interest expense
 
(282
)
 
—

 
(282
)
Other income
 
36

 
—

 
36

Income from continuing operations before income taxes
 
1,669

 
(268
)
 
1,401

Income taxes
 
239

 
(91
)
 
148

Net income
 
1,430

 
(177
)
 
1,253

Less: Net income attributable to noncontrolling interests
 
34

 
—

 
34

Net income attributable to Aon shareholders
 
$
1,396

 
$
(177
)
 
$
1,219

 
 
 
 
 
 
 
Basic net income per share attributable to Aon shareholders
 
$
5.21

 
 
 
$
4.55

Diluted net income per share attributable to Aon shareholders
 
$
5.16

 
 
 
$
4.51

Weighted average ordinary shares outstanding - basic
 
268.1

 
 
 
268.1

Weighted average ordinary shares outstanding - diluted
 
270.3

 
 
 
270.3

 
 
For the Year Ended
December 31, 2015
(millions, except per share data)
 
As Reported
(a)
 
Pro Forma Adjustments
(b)
 
Pro Forma Aon Plc
Revenue
 
 
 
 
 
 
Total revenue
 
$
11,682

 
$
(2,202
)
 
$
9,480

Expenses
 
 

 
 

 
 
Total operating expenses
 
9,834

 
(1,941
)
 
7,893

Operating income
 
1,848

 
(261
)
 
1,587

Interest income
 
14

 
—

 
14

Interest expense
 
(273
)
 
—

 
(273
)
Other income
 
100

 
—

 
100

Income from continuing operations before income taxes
 
1,689

 
(261
)
 
1,428

Income taxes
 
267

 
(92
)
 
175

Net income
 
1,422

 
(169
)
 
1,253

Less: Net income attributable to noncontrolling interests
 
37

 
—

 
37

Net income attributable to Aon shareholders
 
$
1,385

 
$
(169
)
 
$
1,216

 
 
 
 
 
 
 
Basic net income per share attributable to Aon shareholders
 
$
4.93

 
 
 
$
4.33

Diluted net income per share attributable to Aon shareholders
 
$
4.88

 
 
 
$
4.28

Weighted average ordinary shares outstanding - basic
 
280.8

 
 
 
280.8

Weighted average ordinary shares outstanding - diluted
 
283.8

 
 
 
283.8

(1) The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.


2


Aon plc
Pro Forma Condensed Consolidated Statements of Income (Unaudited) (1)

 
 
For the Year Ended
December 31, 2014
(millions, except per share data)
 
As Reported
(a)
 
Pro Forma Adjustments
(b)
 
Pro Forma Aon Plc
Revenue
 
 
 
 
 
 
Total revenue
 
$
12,045

 
$
(2,153
)
 
$
9,892

Expenses
 
 

 
 

 
 
Total operating expenses
 
10,079

 
(1,949
)
 
8,130

Operating income
 
1,966

 
(204
)
 
1,762

Interest income
 
10

 
—

 
10

Interest expense
 
(255
)
 
—

 
(255
)
Other income
 
44

 
(2
)
 
42

Income from continuing operations before income taxes
 
1,765

 
(206
)
 
1,559

Income taxes
 
334

 
(87
)
 
247

Net income
 
1,431

 
(119
)
 
1,312

Less: Net income attributable to noncontrolling interests
 
34

 
—

 
34

Net income attributable to Aon shareholders
 
$
1,397

 
$
(119
)
 
$
1,278

 
 
 
 
 
 
 
Basic net income per share attributable to Aon shareholders
 
$
4.73

 
 
 
$
4.32

Diluted net income per share attributable to Aon shareholders
 
$
4.66

 
 
 
$
4.27

Weighted average ordinary shares outstanding - basic
 
295.5

 
 
 
295.5

Weighted average ordinary shares outstanding - diluted
 
299.6

 
 
 
299.6

(1) The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.

3


Aon plc
Pro Forma Condensed Consolidated Statements of Financial Position (Unaudited) (1)
 
 
As of December 31, 2016
(millions) 
 
As Reported
(c)
 
Pro Forma Adjustments
(d)
 
Pro Forma Aon plc
ASSETS
 
 

 
 
 
 

CURRENT ASSETS
 
 

 
 
 
 

Cash and cash equivalents
 
$
431

 
$
(5
)
 
$
426

Short-term investments
 
290

 
—

 
290

Receivables, net
 
2,589

 
(483
)
 
2,106

Fiduciary assets
 
9,485

 
(526
)
 
8,959

Other current assets
 
351

 
(104
)
 
247

Total Current Assets
 
13,146

 
(1,118
)
 
12,028

Goodwill
 
8,747

 
(1,337
)
 
7,410

Intangible assets, net
 
2,223

 
(333
)
 
1,890

Fixed assets, net
 
765

 
(215
)
 
550

Other non-current assets
 
1,734

 
(191
)
 
1,543

TOTAL ASSETS
 
$
26,615

 
$
(3,194
)
 
$
23,421

 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 

 
 
 
 

LIABILITIES
 
 

 
 
 
 

CURRENT LIABILITIES
 
 

 
 
 
 

Accounts payable and accrued liabilities
 
$
1,801

 
$
(197
)
 
$
1,604

Short-term debt and current portion of long-term debt
 
336

 
—

 
336

Fiduciary liabilities
 
9,485

 
(526
)
 
8,959

Other current liabilities
 
873

 
(217
)
 
656

Total Current Liabilities
 
12,495

 
(940
)
 
11,555

Long-term debt
 
5,869

 
—

 
5,869

Other non-current liabilities
 
2,719

 
(139
)
 
2,580

TOTAL LIABILITIES
 
21,083

 
(1,079
)
 
20,004

 
 
 
 
 
 
 
EQUITY
 
 

 
 
 
 

TOTAL AON SHAREHOLDERS’ EQUITY
 
5,475

 
(2,115
)
 
3,360

Noncontrolling interests
 
57

 
—

 
57

TOTAL EQUITY
 
5,532

 
(2,115
)
 
3,417

TOTAL LIABILITIES AND EQUITY
 
$
26,615

 
$
(3,194
)
 
$
23,421

(1) The accompanying notes are an integral part of these pro forma condensed consolidated financial statements.


4


Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)

1.  Basis of Presentation
The unaudited pro forma condensed consolidated statements of income for the years ended December 31, 2016, 2015, and 2014 and unaudited pro forma condensed consolidated statement of financial position as of December 31, 2016 were derived from the Company’s historical audited consolidated financial statements for the years ended December 31, 2016, 2015, and 2014, included in our Annual Report on Form 10-K for the year ended December 31, 2016.
2.  The Disposition of the Tempo Business
On May 1, 2017, the Company completed the sale of its benefits administration and business process outsourcing business for a purchase price of (i) $4.3 billion in cash paid at closing, subject to customary adjustments set forth in the Purchase Agreement, and (ii) deferred consideration of up to $500 million, plus the assumption of certain liabilities. The net book value of the assets being transferred in the Disposition was $2.1 billion as of December 31, 2016. In February 2017, we reclassified the related assets and liabilities to assets and liabilities held for sale.
3.  Pro Forma Adjustments
The following is a summary of the pro forma adjustments reflected in the unaudited pro forma condensed consolidated financial statements based on preliminary estimates, which may change as additional information is obtained.
(a)
Reflects the Company’s consolidated statement of income as of December 31, 2016, 2015, and 2014, as contained in the financial statements presented in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2017.
(b)
Represents the elimination of revenue and expenses associated with the Tempo Business for the years ended December 31, 2016, 2015, and 2014.
(c)
Reflects the Company’s consolidated balance sheet as of December 31, 2016, as contained in the financial statements presented in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2017.
(d)
Represents the elimination of the assets and liabilities associated with the Tempo Business as of December 31, 2016.

5