- Filing of certain prospectuses and communications in connection with business combination transactions (425)
August 27 2010 - 4:36PM
Edgar (US Regulatory)
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):
August 26,
2010
Aon Corporation
(Exact Name of Registrant as
Specified in Charter)
Delaware
|
|
1-7933
|
|
36-3051915
|
(State or Other
Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer
Identification No.)
|
200 East
Randolph Street, Chicago, Illinois
(Address of Principal
Executive Offices)
|
|
60601
(Zip Code)
|
Registrants telephone
number, including area code:
(312) 381-1000
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):
x
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))
Item 1.01.
Entry into a Material Definitive Agreement.
As previously disclosed, on
August 13, 2010, Aon Corporation, a Delaware corporation (Aon), entered
into a Three-Year Term Credit Agreement (the Term Loan Agreement) with Credit
Suisse AG (CS AG), as administrative agent, the lenders party thereto
(collectively, the Term Loan Lenders), Morgan Stanley Senior
Funding, Inc., as syndication agent (Morgan Stanley), Bank of America,
N.A. (Bank of America), Deutsche Bank Securities Inc. (Deutsche Bank) and
RBS Securities Inc. (RBS), as co-documentation agents, Credit Suisse
Securities (USA) LLC (CS USA) and Morgan Stanley, as joint lead arrangers and
joint bookrunners, and Bank of America, Deutsche Bank and RBS as co-arrangers,
pursuant to which, subject to the conditions set forth in the Term Loan
Agreement, the Term Loan Lenders committed to provide an unsecured term loan
financing of up to $1.0 billion (the Term Loan Facility). Concurrently
with entering into the Term Loan Agreement, Aon entered into a Senior Bridge
Term Loan Credit Agreement (the Bridge Credit Agreement and, together with
the Term Loan Agreement, the Credit Agreements) with CS AG, as administrative
agent, the lenders party thereto (collectively, the Bridge Lenders), Morgan
Stanley, as syndication agent, Bank of America, Deutsche Bank and RBS, as
co-documentation agents, CS USA and Morgan Stanley, as joint lead arrangers and
joint bookrunners, and Bank of America, Deutsche Bank and RBS as co-arrangers,
pursuant to which, subject to the conditions set forth in the Bridge Credit
Agreement, the Bridge Lenders committed to provide an unsecured bridge
financing of up to $1.5 billion (the Bridge Facility). The Term
Loan Agreement and Bridge Credit Agreement were filed as Exhibits 10.1 and
10.2, respectively, to the Current Report on Form 8-K filed by Aon on August 16,
2010.
On August 26, 2010, Aon, the
subsidiaries of Aon party thereto (the Subsidiary Loan Parties) and Citibank
International plc, as agent (Citibank), entered into a Facility Agreement
Amendment Request Letter (the Amendment Agreement) amending the Facility
Agreement, dated as of February 7, 2005, among Aon, the Subsidiary Loan
Parties, Citibank, as agent, Citigroup Global Markets Limited, ING Bank
N.V. and The Royal Bank of Scotland plc, as arrangers, and the lenders party
thereto (as previously amended, the European Credit Agreement).
The Amendment Agreement modifies
certain provisions of the European Credit Agreement for consistency with the
Term Loan Agreement and the Bridge Credit Agreement and to accommodate the Term
Loan Facility, the Bridge Facility (and any issuance of senior notes in lieu of
all or a portion of the Bridge Facility), the merger (the Merger) of Hewitt
Associates, Inc., a Delaware corporation (Hewitt), with and into Alps
Merger Corp., a Delaware corporation and wholly owned subsidiary of Aon (Merger
Sub), pursuant to the Agreement and Plan of Merger, dated as of July 11,
2010, among Aon, Merger Sub, Alps Merger LLC, a Delaware limited liability
company and wholly owned subsidiary of Aon, and Hewitt, and the transactions
contemplated thereby. Such modifications
include permitting add-backs to consolidated EBITDA for fees and expenses and
other one-time charges related to the Merger (subject to certain caps),
permitting restrictions set forth in existing Hewitt indebtedness, modifying
the maximum consolidated leverage ratio to adjust for the effects of any senior
note issuance prior to consummation of the Merger, as well as certain other
conforming changes and updates.
2
The foregoing summary of the
Amendment Agreement does not purport to be a complete description and is
qualified in its entirety by reference to the terms and conditions of the
Amendment Agreement, a copy of which is attached as Exhibit 10.1 and
incorporated herein by reference.
Item 2.03.
Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in
Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.
Safe
Harbor Statement
This communication contains certain
statements related to future results, or states our intentions, beliefs and
expectations or predictions for the future 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. Potential factors that
could impact results include: the possibility that the expected efficiencies
and cost savings from the proposed transaction will not be realized, or will
not be realized within the expected time period; the ability to obtain
governmental approvals of the merger on the proposed terms and schedule
contemplated by the parties; the failure of stockholders of Hewitt to approve
the proposal to adopt the merger agreement; the failure of the stockholders of
Aon to approve the proposal to approve the issuance of shares of Aon common
stock to Hewitt stockholders in the merger; the loss of key Aon or Hewitt
employees following the merger; the risk that the Aon and Hewitt businesses
will not be integrated successfully; disruption from the proposed transaction
making it more difficult to maintain business and operational relationships
with customers, partners and others; the possibility that the proposed
transaction does not close, including, but not limited to, due to the failure
to satisfy the closing conditions; general economic conditions in different
countries in which Aon and Hewitt do business around the world; changes in
global equity and fixed income markets that could affect the return on invested
assets; fluctuations in exchange and interest rates that could impact revenue
and expense; rating agency actions that could affect Aons ability to borrow funds;
changes in the funding status of Aons various defined benefit pension plans
and the impact of any increased pension funding resulting from those changes;
Aons ability to implement restructuring initiatives and other initiatives
intended to yield cost savings, and the ability to achieve those cost savings;
the impact on risk and insurance services commission revenues of changes in the
availability of, and the premium insurance carriers charge for, insurance and
reinsurance products, including the impact on premium rates and market capacity
attributable to catastrophic events; the outcome of inquiries from regulators
and investigations related to compliance with the U.S. Foreign Corrupt
Practices Act and non-U.S. anti-corruption laws; the impact of investigations
brought by U.S. state attorneys general, U.S. state insurance regulators, U.S.
federal prosecutors, U.S. federal regulators, and regulatory authorities in the
U.K. and other countries; the impact of class actions and individual lawsuits
including client class actions, securities class actions, derivative actions
and ERISA class actions; the cost of resolution of other contingent liabilities
and loss contingencies, including potential liabilities arising from error and
omissions claims against Aon or Hewitt; the extent to
3
which Aon and Hewitt retain existing
clients and attract new businesses; the extent to which Aon and Hewitt manage
certain risks created in connection with the various services, including
fiduciary and advisory services, among others, that Aon and Hewitt currently
provide, or will provide in the future, to clients; the impact of, and
potential challenges in complying with, legislation and regulation in the
jurisdictions in which Aon and Hewitt operate, particularly given the global
scope of Aons and Hewitts businesses and the possibility of conflicting
regulatory requirements across jurisdictions in which Aon and Hewitt do
business; and the ability to realize the anticipated benefits to Aon of the
Benfield merger. Further information concerning Aon, Hewitt, and their
business, including factors that potentially could materially affect Aons and
Hewitts financial results, is contained in Aons and Hewitts filings with the
Securities and Exchange Commission (the SEC). See Aons and Hewitts
Annual Reports on Form 10-K and Annual Reports to Stockholders for the
fiscal years ended December 31, 2009 and September 30, 2009,
respectively, and other public filings with the SEC for a further discussion of
these and other risks and uncertainties applicable to our businesses. Neither
Aon nor Hewitt undertakes, and each of them expressly disclaims, any duty to
update any forward-looking statement whether as a result of new information,
future events or changes in their respective expectations, except as required
by law.
Additional
Information
This communication does not
constitute an offer to sell or the solicitation of an offer to buy our
securities or the solicitation of any vote or approval. This
communication is being made in respect of the proposed transaction involving
Aon and Hewitt. In connection with the proposed merger, Aon filed with
the SEC a definitive joint proxy statement, which also constitutes a prospectus
of Aon. The joint proxy
statement/prospectus was mailed to Aon stockholders and Hewitt stockholders on
or about August 19, 2010. Before making any voting or investment decision,
investors and stockholders are urged to read carefully in their entirety the
definitive joint proxy statement/prospectus regarding the proposed transaction
and any other relevant documents filed by either Aon or Hewitt with the SEC
when they become available because they contain and will contain important
information about the proposed transaction. You may obtain copies of all
documents filed with the SEC regarding this transaction, free of charge, at the
SECs website (
www.sec.gov
), by
accessing Aons website at
www.aon.com
under the heading Investor Relations and then under the link SEC Filings
and from Aon by directing a request to Aon at Aon Corporation, 200 E. Randolph
Street, Chicago, Illinois 60601, Attention: Investor Relations, and by
accessing Hewitts website at
www.hewitt.com
under the heading Investor Relations and then under the link Reports &
SEC Filings and from Hewitt by directing a request to Hewitt at Hewitt
Associates, Inc., 100 Half Day Road, Lincolnshire, Illinois 60069,
Attention: Investor Relations.
Aon and Hewitt and their respective
directors and executive officers and certain other members of management and
employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. You can find information about Aons
directors and executive officers in its definitive proxy statement filed with
the SEC on April 7, 2010. You can find information about Hewitts
directors and executive officers in its definitive proxy statement filed with
the SEC on December 16, 2009. Other information regarding the participants
in the proxy solicitation and a description of their direct and indirect
interests, by
4
security holdings or otherwise, are
contained in the definitive joint proxy statement/prospectus filed by Aon with
the SEC and will be contained in other relevant materials to be filed by Aon or
Hewitt with the SEC when they become available. You can obtain free copies of
these documents from Aon and Hewitt using the contact information above.
Item 9.01.
Financial Statements and Exhibits.
(a)-(c)
|
Not applicable.
|
|
|
(d)
|
Exhibits:
|
10.1
Facility
Agreement Amendment Request Letter, dated as of August 26, 2010, among
Aon Corporation, the subsidiaries of Aon Corporation party thereto and Citibank
International plc, as agent
5
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 CORPORATION
|
|
|
|
|
By:
|
/s/ Ram Padmanabhan
|
|
|
Ram Padmanabhan
Vice President and Chief Counsel
Corporate
|
|
|
|
Date: August 27, 2010
|
|
|
6
EXHIBIT INDEX
10.1
Facility
Agreement Amendment Request Letter, dated as of August 26, 2010, among
Aon Corporation, the subsidiaries of Aon Corporation party thereto and Citibank
International plc, as agent
7
Hewitt Assoc A (NYSE:HEW)
Historical Stock Chart
From Jun 2024 to Jul 2024
Hewitt Assoc A (NYSE:HEW)
Historical Stock Chart
From Jul 2023 to Jul 2024