Filed Pursuant to Rule 424(b)(5)
Registration Statement Nos. 333-238189,
333-238189-01,
333-238189-02 and 333-238189-03
The
information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Subject to completion, dated August 18, 2021
Preliminary Prospectus Supplement
(To Prospectus dated
May 12, 2020)
$
Aon Corporation
Aon Global Holdings plc
$ % Senior Notes due 2031
$ % Senior Notes due 2051
with full and unconditional guarantees
as to payment of principal and interest by
Aon plc and Aon Global Limited
Aon Corporation,
a Delaware corporation, and Aon Global Holdings plc, a public limited company incorporated under the laws of England and Wales (AGH) (each, an Issuer and, together, the Issuers) are offering
$ aggregate principal amount of % senior notes due 2031 (the 2031 Notes) and
$ aggregate principal amount of % senior notes due 2051 (the 2051 Notes and, together with
the 2031 Notes, the Notes). The 2031 Notes will mature on , 2031. The 2051 Notes will mature on
, 2051. Interest on the Notes will be payable on each
and , commencing on
, 2022. The Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The
Issuers may redeem all of the Notes of a series at any time, and some of the Notes of a series from time to time, at the redemption prices for the applicable series set forth in this prospectus supplement under Description of the
SecuritiesOptional Redemption. The Issuers may also redeem all of the Notes of a series at a redemption price equal to 100% of the principal amount of the Notes of such series plus accrued and unpaid interest, if any, to the
redemption date in the event of certain changes in respect of withholding taxes applicable to the Guarantees, as described in this prospectus supplement under Description of the SecuritiesOptional Tax Redemption.
The Notes will be fully and unconditionally guaranteed, jointly and severally (the Guarantees and, together with the Notes, the
Securities), by Aon plc, an Irish public limited company (Aon plc), and Aon Global Limited (formerly known as Aon plc), a private limited company incorporated under the laws of England and Wales (AGL and, together
with Aon plc, the Guarantors). Each of AGL, Aon Corporation and AGH is an indirect wholly owned subsidiary of Aon plc, and AGH is the direct parent of Aon Corporation.
The Notes will be the applicable Issuers general unsecured and unsubordinated obligation and will rank equally in right of payment with
each other and with all of such Issuers other existing and future unsecured and unsubordinated indebtedness. The Notes will not have the benefit of all of the covenants applicable to certain of the Issuers existing unsecured senior
indebtedness. The Notes will be effectively subordinated to all of the applicable Issuers existing and future secured indebtedness to the extent of the value of the assets securing any such indebtedness. The Notes will be structurally
subordinated to all of the existing and future secured and unsecured indebtedness and other liabilities of the applicable Issuers subsidiaries.
Each Guarantee will be the applicable Guarantors general unsecured and unsubordinated obligation and will rank equally in right of payment
with all of such Guarantors other existing and future unsecured and unsubordinated indebtedness. The Guarantees will not have the benefit of all of the covenants applicable to certain of the Guarantors existing unsecured senior debt.
Each Guarantee will be effectively subordinated to all of the applicable Guarantors existing and future secured indebtedness to the extent of the value of the assets securing any such indebtedness. Each Guarantee will be structurally
subordinated to all of the existing and future secured and unsecured indebtedness and other liabilities of the applicable Guarantors subsidiaries.
Investing in
the Securities involves a high degree of risk. See Risk Factors beginning on page S-8 of this prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Securities or passed
upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Per 2031
Note
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Total
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Per 2051
Note
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Total
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Public offering price
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%
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$
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%
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$
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Underwriting discount
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%
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$
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%
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$
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Proceeds to us (before expenses)
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%
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$
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%
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$
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Interest on the Notes of each series will accrue
from , 2021.
We
intend to apply to list the Notes on the New York Stock Exchange.
The underwriters expect to deliver the Securities for purchase on or
about , 2021, which is the
business day following the date of this prospectus supplement, in book-entry form through the facilities of The Depository Trust Company and its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV.
Joint Book-Running Managers
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Citigroup
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HSBC
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Morgan Stanley
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Wells Fargo Securities
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The date of this prospectus supplement is
, 2021.