DUBLIN, April 25,
2024 /PRNewswire/ -- Aon plc (NYSE: AON) ("Aon"), a
leading global professional services firm, announced today (i) the
expected early settlement date of April 26,
2024 (the "Early Settlement Date") for the previously
announced cash tender offers (the "Offers") and related consent
solicitations (the "Consent Solicitations") by Randolph Acquisition
Corp., a wholly owned subsidiary of Aon (the "Offeror"), for any
and all of the outstanding 6.875% Senior Notes due 2028 (the
"Unsecured 2028 Notes"), 4.875% Senior Secured Notes due 2028 (the
"Secured 2028 Notes"), 7.500% Senior Secured Notes due 2030 (the
"2030 Notes") and 8.500% Senior Secured Notes due 2031 (the "2031
Notes" and, together with the Secured 2028 Notes and the 2030
Notes, the "Secured Notes," and the Secured Notes, together with
the Unsecured 2028 Notes, the "Notes"), each issued by NFP Corp.
and (ii) the Total Consideration (as defined below) to be paid on
the Early Settlement Date for the Fixed Spread Notes (as defined
below) that were validly tendered at or prior to 5:00 p.m., New York
City time, on April 15, 2024
(the "Early Tender Date") and are accepted for purchase in
connection with the Offers. The Offeror expects to accept for
purchase all Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Date on the Early Settlement Date.
Withdrawal rights for the Offers and Consent Solicitations
expired at 5:00 p.m., New York City time, on April 15, 2024, and accordingly, Notes validly
tendered in the Offers and Consent Solicitations may no longer be
withdrawn except where additional withdrawal rights are required by
law. The expiration date for the Offers and Consent Solicitations
is 5:00 pm, New York City time, on April 30, 2024.
The Offers and Consent Solicitations are being made upon the
terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement, dated April 2, 2024 (as it may be amended or
supplemented from time to time, the "Offer to Purchase").
The tables below set forth the amounts of each series of Notes
that will be accepted for purchase on the Early Settlement Date and
the payment terms, including the Total Consideration for each
series of Notes, of the Offers and the Consent Solicitations:
Fixed Price Notes
Title of
Security
|
CUSIPs/ISINs
|
Principal Amount
Outstanding
|
Tender
Consideration(1)
|
Early Tender
Payment(1)
|
Total
Consideration(1)(2)
|
Principal Amount
Tendered
|
6.875% Senior Notes due
2028
|
CUSIP Nos.: 65342R AD2,
U65103 AF7, U6510P AA9, U65103 AK6
ISINs:
US65342RAD26, USU65103AF70, USU6510PAA94,
USU65103AK65
|
$2,075,000,000
|
$990.00
|
$30.00
|
$1,020.00
|
$2,040,911,000
|
4.875% Senior Secured
Notes due 2028
|
CUSIP Nos.:
65342R AE0, U65103 AH3,
U65103 AJ9
ISINs: US65342RAE09,
USU65103AH37, USU65103AJ92
|
$550,000,000
|
$975.00
|
$30.00
|
$1,005.00
|
$504,116,000
|
|
|
(1)
|
Per $1,000 principal
amount.
|
(2)
|
The Total Consideration
payable for Fixed Price Notes (as defined below) validly tendered
at or prior to the Early Tender Date and accepted for purchase will
be the applicable Total Consideration specified above, and is
inclusive of the Early Tender Payment.
|
Fixed Spread Notes
Title of
Security
|
CUSIPs/ISINs
|
Principal Amount
Outstanding
|
U.S.
Treasury Reference
Security
|
Reference
Yield(1)
|
Bloomberg Reference
Page
|
Fixed Spread
|
Repurchase
Yield
|
Early Tender
Payment(2)
|
Total
Consideration(2)(3)
|
Principal Amount
Tendered
|
7.500% Senior Secured
Notes due 2030
|
CUSIP Nos.: 65342R AF7,
U65103 AL4
ISINs:
US65342RAF73,
USU65103AL49
|
$350,000,000
|
5.000% UST due
September 30, 2025
|
5.083 %
|
FIT 4
|
50 bps
|
5.583 %
|
$30.00
|
$1060.61
|
$328,720,000
|
8.500% Senior Secured
Notes due 2031
|
CUSIP Nos.: 65342R AG5,
U65103 AM2
ISINs: US65342RAG56,
USU65103AM22
|
$350,000,000
|
1.625% UST due
September 30, 2026
|
4.856 %
|
FIT 5
|
50 bps
|
5.356 %
|
$30.00
|
$1108.08
|
$347,440,000
|
|
|
(1)
|
Each Reference Yield
was determined at 2:00 p.m., New York City time, on April 15, 2024
(the "Price Determination Date").
|
(2)
|
Per $1,000 principal
amount.
|
(3)
|
The Total Consideration
payable for Fixed Spread Notes validly tendered at or prior to the
Early Tender Date and accepted for purchase will be the applicable
Total Consideration specified above, and is inclusive of the Early
Tender Payment.
|
The "Total Consideration" offered per $1,000 principal amount of Notes of any series
identified in the table above titled "Fixed Price Notes" (the
"Fixed Price Notes") tendered and accepted for purchase pursuant to
the applicable Offer will be the amount set forth under the heading
"Total Consideration".
The "Total Consideration" offered per $1,000 principal amount of Notes of any series
identified in the table above titled "Fixed Spread Notes" (the
"Fixed Spread Notes") tendered and accepted for purchase pursuant
to the applicable Offer will be the amount set forth under the
heading "Total Consideration" and was determined in accordance with
the formula set forth in the Offer to Purchase by reference to the
fixed spread for such series (the "Fixed Spread") specified on such
table plus the "Reference Yield" for such series specified in such
table, which is the yield based on the bid-side price of the
applicable U.S. Treasury Reference Security specified on such table
as quoted on the Bloomberg Reference Page specified on such table
on the Price Determination Date. The sum of the Fixed Spread and
the Reference Yield is referred to as the "Repurchase Yield."
As previously announced, in order to be eligible to receive the
applicable Total Consideration with respect to the Notes, holders
must have validly tendered Notes at or before the Early Tender
Date.
The Offeror intends to redeem the aggregate principal amount of
each series of Notes that will remain outstanding after the Early
Settlement Date at a price equal to the Total Consideration paid to
Holders of the Notes in the applicable Offer.
Morgan Stanley & Co. LLC is acting as dealer manager and
solicitation agent (the "Dealer Manager and Solicitation Agent")
for the Offers and the Consent Solicitations. Questions regarding
the terms of the Offers and the Consent Solicitations can be
directed to the Dealer Manager and Solicitation Agent, Morgan
Stanley & Co. LLC, at (800) 624-1808 (toll free) and (212)
761-1057 (collect).
The information and tender agent for the Offers and Consent
Solicitations is D.F. King & Co., Inc. Holders with questions
or who would like additional copies of the Offer to Purchase may
call D.F. King & Co., Inc. toll-free at (800) 290-6432 or (212)
232-3233 (collect) or send an email to NFP@dfking.com.
No Offer or Solicitation
This news release is for
informational purposes only and is not intended to and does not
constitute, or form part of, an offer, invitation or the
solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, including the Notes, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed acquisition
of NFP or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of
applicable law. No offer of securities shall be made in
the United States absent
registration under the U.S. Securities Act or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements. The Offers and the Consent Solicitations
are being made only pursuant to the Offer to Purchase. Holders and
investors should read carefully the Offer to Purchase because it
contains important information, including the various terms of and
conditions to the Offers and the Consent Solicitations. None of the
Offeror, the Dealer Manager and Solicitation Agent, the information
and tender agent or their respective affiliates is making any
recommendation as to whether or not holders should tender all or
any portion of their Notes in the Offers or deliver their consents
in the Consent Solicitations.
About Aon
Aon plc (NYSE: AON) exists to shape
decisions for the better—to protect and enrich the lives of people
around the world. Our colleagues provide our clients in over 120
countries and sovereignties with advice and solutions that give
them the clarity and confidence to make better decisions to protect
and grow their business.
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Cautionary Statement on Forward-Looking
Statements
This communication contains certain statements
related to future results, or states Aon's intentions, beliefs and
expectations or predictions for the future, all of which are
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These forward-looking
statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from either
historical or anticipated results depending on a variety of
factors. These forward-looking statements include information about
possible or assumed future results of Aon's operations. All
statements, other than statements of historical facts, that address
activities, events or developments that Aon expects or anticipates
may occur in the future, including, without limitation, statements
about the benefits of the acquisition of NFP, including future
financial and operating results and synergies, and Aon's, NFP's and
the combined firm's plans, objectives, expectations and intentions,
are forward-looking statements. Also, when Aon uses words such as
"anticipate", "believe", "continue", "could", "estimate", "expect",
"forecast", "intend", "looking forward", "may", "might", "plan",
"potential", "opportunity", "commit", "probably", "project",
"should", "will", "would" or similar expressions, it is making
forward-looking statements.
The following factors, among others, could cause actual results
to differ materially from those set forth in or anticipated by the
forward looking statements: adverse effects on the market
price of Aon's securities and on Aon's operating results for any
reason, the failure to realize the expected benefits of the
acquisition of NFP (including anticipated revenue and growth
synergies), the failure to effectively integrate the combined
companies, changes in global, political, economic, business,
competitive, market and regulatory forces, future exchange and
interest rates, changes in tax laws, regulations, rates and
policies, future business acquisitions or disposals, significant
transaction and integration costs or difficulties in connection
with the acquisition of NFP and/or unknown or inestimable
liabilities, potential litigation associated with the acquisition
of NFP, the potential impact of the consummation of the acquisition
of NFP on relationships, including with suppliers, customers,
employees and regulators, and general economic, business and
political conditions (including any epidemic, pandemic or disease
outbreak) that affect the combined companies.
Any or all of Aon's forward-looking statements may turn out to
be inaccurate, and there are no guarantees about Aon's performance.
The factors identified above are not exhaustive. Aon and its
subsidiaries operate in a dynamic business environment in which new
risks may emerge frequently. Accordingly, you should not place
undue reliance on forward-looking statements, which speak only as
of the dates on which they are made. In addition, results for prior
periods are not necessarily indicative of results that may be
expected for any future period. Further information concerning Aon
and its businesses, including factors that potentially could
materially affect Aon's financial results, is contained in Aon's
filings with the SEC. See Aon's
Annual Report on Form 10-K for the year ended December 31, 2023, and additional documents filed
by Aon with the SEC for a further discussion of these and other
risks and uncertainties applicable to Aon and its businesses. These
factors may be revised or supplemented in subsequent reports filed
with the SEC. Any forward-looking statements in this communication
are based upon information available as of the date of this
communication which, while believed to be true when made, may
ultimately prove to be incorrect. Aon is not under, and
expressly disclaims, any obligation to update or alter any
forward-looking statement that it may make from time to time,
whether as a result of new information, future events or
otherwise.
Media Contact:
Will Dunn
+1 312-381-3024
mediainquiries@aon.com
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SOURCE Aon plc