- Current report filing (8-K)
01 Luglio 2009 - 12:56PM
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):
July 1,
2009
Aon Corporation
(Exact Name of
Registrant as Specified in its Charter)
Delaware
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1-7933
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36-3051915
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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200 East Randolph Street, Chicago, Illinois
(Address of Principal Executive Offices)
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60601
(Zip Code)
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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):
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))
Item 1.01. Entry
into a Material Definitive Agreement.
On
July 1, 2009, Aon Financial Services Luxembourg, S.A. (the Issuer), an
indirect, wholly-owned subsidiary of Aon Corporation (Aon), closed the
offering of 500 million of its 6.25% Guaranteed Notes due July 1, 2014
(the Notes). The Notes were issued
pursuant to a Trust Deed, dated July 1, 2009 (the Trust Deed), between
the Issuer, Aon and BNY Corporate Trustee Services Limited, as trustee (the Trustee). Aon has unconditionally and irrevocably
guaranteed the payment of the principal and interest in respect of the Notes
and all other sums from time to time payable by the Issuer pursuant to the
Trust Deed.
The
Notes will bear interest at the rate of 6.25% per annum, payable annually in
arrear on July 1, commencing on July 1, 2010, and the Notes have been
accepted by the Luxembourg Stock Exchange (the Exchange) for the purpose of
listing the Notes on the official list of the Exchange and trading the Notes on
the Exchanges Euro MTF Market.
The Notes are direct,
unconditional and (subject to the terms of the Notes) unsecured obligations of
the Issuer and rank
pari passu
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without any preference among themselves, with all other outstanding unsecured
and unsubordinated obligations of the Issuer, present and future, but, in the
event of insolvency, only to the extent permitted by applicable laws relating
to creditors rights.
The terms and conditions of
the Notes are contained in Schedule 2 to the Trust Deed, and include a negative
pledge provision limiting certain indebtedness that would be secured by any
present or future common stock of the Issuer or Aons significant subsidiaries,
unless all amounts payable by Aon under the Notes, the interest coupons of the
Notes and the Trust Deed are secured equally and ratably with such
indebtedness. In addition, the Issuer
may, at its sole option, redeem all, but not some only, of the Notes at any
time at par plus accrued interest, in the event of certain tax changes set
forth in the Trust Deed. In the event of
a change of control of Aon and the Notes experiencing a rating downgrade event
as defined in the terms of the Notes, the Note holders have the option to
require the Issuer to redeem or, at the Issuers option, purchase any of the
Notes at their principal amount together with interest accrued. If holders of over 75% of the principal
amount of Notes exercise this option, then the Issuer may choose to redeem or
purchase all of the remaining Notes remaining outstanding at principal plus
accrued interest.
Aon intends to use the net
proceeds from the sale of the Notes for its general corporate purposes,
including using a portion of the proceeds to repay all of its current
outstanding borrowings under its 650 million multi-currency revolving loan
credit facility, which as of June 29, 2009 are approximately 482 million
and have a floating daily interest rate
that was approximately 1% as of the close of business on June 29, 2009.
In general, if an event of
default occurs, the Notes may be declared immediately due and payable by the
Trustee at their principal amount together with accrued interest as set forth
in the Trust Deed. Such events of
default include the failure to pay interest due in respect of the Notes for 30
days, failure by the Issuer or Aon to perform its other obligations under the
conditions of the Notes or the Trust Deed (following a 90-day cure period for
curable matters), which is certified by the Trustee as being materially
prejudicial to the interests of the Noteholders, certain cases of bankruptcy,
insolvency or similar proceedings, the Issuer ceasing to be a subsidiary of
Aon, and the failure of the Aon guarantee to remain in full force and effect.
2
The Notes have not been, and
will not be, registered under the United States Securities Act of 1933, as
amended (the Securities Act). The Notes have been offered for sale
exclusively outside the United States to non-U.S. investors in the
non-U.S. capital markets in accordance with Regulation S under the
Securities Act, and may not be offered, sold or delivered within the United
States or to or for the account or benefit of U.S. persons except pursuant to
an exemption from or in a transaction not subject to the registration
requirements of the Securities Act. This Form 8-K does not constitute an
offer to sell or the solicitation of an offer to buy any of the Notes, nor
shall there be any sale of the Notes, in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction.
The
description of the Notes and the Trust Deed above is a summary and is qualified
in its entirety by reference to the Trust Deed, a copy of which is attached to
this report as Exhibit 4.1 and is 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 under Item 1.01 above is incorporated herein by reference.
Item 9.01.
Financial Statements and
Exhibits.
(a) - (c)
Not applicable.
(d)
Exhibits:
Exhibit
Number
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Description
of Exhibit
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4.1
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Trust Deed, dated
July 1, 2009, between Aon Financial Services Luxembourg S.A., Aon
Corporation and BNY Corporate Trustee Services Limited
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3
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.
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Aon Corporation
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By:
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/s/
Richard E. Barry
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Richard
E. Barry
Vice President and Deputy General Counsel
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Date:
July 1, 2009
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4
EXHIBIT INDEX
Exhibit
Number
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Description of Exhibit
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4.1
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Trust
Deed, dated July 1, 2009, between Aon Financial Services Luxembourg
S.A., Aon Corporation and BNY Corporate Trustee Services Limited
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5
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