DUBLIN, April 15,
2024 /PRNewswire/ -- Aon plc (NYSE: AON) ("Aon"), a
leading global professional services firm, announced today (i) the
early tender results as of the previously announced early
tender deadline of 5:00 p.m.,
New York City time, on
April 15, 2024 (the "Early Tender
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. (the "Issuer")
and (ii) the Reference Yield (as defined below) for each series of
Fixed Spread Notes (as defined below). 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").
As of the Early Tender Date, according to information provided
by D.F. King & Co., the information and tender agent for the
Offers and Consent Solicitations, the aggregate principal amount of
each series of Notes set forth in the table below under "Principal
Amount Tendered" has been validly tendered and not validly
withdrawn in the Offers and Consent Solicitations. 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withdrawn except where additional withdrawal rights are required by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 tables below summarize the early tender results and certain
payment terms, including the Reference Yield for each series of
Fixed Spread 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
|
Percentage
of Principal
Amount
Outstanding
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
|
98.36 %
|
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
|
91.66 %
|
(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 applicable 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)
|
Principal
Amount
Tendered
|
Percentage
of Principal
Amount
Outstanding
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
|
$328,720,000
|
93.92 %
|
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
|
$347,440,000
|
99.27 %
|
(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.
|
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 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. Holders validly tendering Notes after the applicable Early
Tender Date but at or before 5:00 pm,
New York City time, on
April 30, 2024 (such time and date
with respect to each Offer, as it may be extended, the "Expiration
Date") will be eligible to receive only the applicable "Tender
Consideration" for such Notes, which is equal to the applicable
Total Consideration less the amount in cash set forth in the table
above under the heading "Early Tender Payment." In addition,
holders whose Notes are purchased in the Offers will receive
accrued and unpaid interest in respect of their purchased Notes
from the last interest payment date of such Notes up to, but not
including, the applicable settlement date for such Offer.
In addition, as previously announced, the Offeror solicited
consents in the Consent Solicitations for proposed amendments
described in the Offer to Purchase that would (i) eliminate or
modify substantially all of the restrictive covenants relating to
the Issuer and its restricted subsidiaries, certain reporting
obligations, certain events of default and related provisions in
the applicable indenture relating to the Notes and reduce the
notice period required in connection with an optional redemption of
the Notes (the "Proposed Amendments") and (ii) in the case of the
Secured Notes, release all of the collateral securing the
obligations of the Issuer and the guarantors party thereto (the
"Proposed Release Amendments"). Because the Offeror received
consents representing a majority of the aggregate principal amount
of each of the Unsecured 2028 Notes and the Secured Notes, with the
holders of the Secured Notes voting as a single class, the Offeror
expects that the Issuer and its subsidiaries that guarantee the
Notes will execute and deliver a supplemental indenture with
respect to each of the Unsecured 2028 Notes and the Secured Notes
giving effect to the Proposed Amendments. Additionally, because the
Offeror received consents representing over 66⅔% of the aggregate
principal amount of the Secured Notes, with the holders of the
Secured Notes voting as a single class, the Offeror expects that
the supplemental indenture with respect to the Secured Notes will
give effect to the Proposed Release Amendments. The Proposed
Amendments and, in the case of the Secured Notes, the Proposed
Release Amendments are expected to become operative on the Early
Settlement Date, if any, or the Final Settlement Date.
Each Offer and the related Consent Solicitation will expire on
the Expiration Date. Except as set forth below, payment for the
Notes that are validly tendered at or prior to the Expiration Date
and that are accepted for purchase will be made on the date
referred to as the "Final Settlement Date." It is anticipated that
the Final Settlement Date for the Notes will be May 2, 2024, the second business day after the
Expiration Date. The Offeror reserves the right, in its sole
discretion, to make payment for Notes that are validly tendered at
or prior to the Early Tender Date and that are accepted for
purchase on the date referred to as the "Early Settlement Date."
The Early Settlement Date for the Notes, if applicable, will be a
date following the Early Tender Date and prior to the Expiration
Date on which the conditions to the consummation of the applicable
Offer, including the Merger Condition (as defined below), are
satisfied or waived. If the Merger is consummated on or prior to
April 26, 2024, the Offeror intends
to (i) select the business day following the consummation of the
Merger as the Early Settlement Date for the Notes and (ii) announce
the Total Consideration offered per $1,000 principal amount of each series of Fixed
Spread Notes by press release on the date of the consummation of
the Merger. In the event the consummation of the Merger occurs
after May 2, 2024, notwithstanding
anything to the contrary set forth in the Offer to Purchase, the
Total Consideration and the Tender Consideration, as applicable,
will be calculated as if the Final Settlement Date occurred on
May 2, 2024.
The Offeror's obligation to consummate the Offers is subject to
the satisfaction or waiver of certain conditions, which are more
fully described in the Offer to Purchase, including, among others,
the consummation of the acquisition of NFP Intermediate Holdings A
Corp. ("NFP Intermediate") by the Offeror (the "Merger") on the
terms and conditions set forth in the Agreement and Plan of Merger
dated December 19, 2023 (as amended,
supplemented, waived or otherwise modified from time to time), by
and among Aon, the Offeror, Randolph Merger Sub LLC, NFP
Intermediate and NFP Parent Co, LLC (the "Merger Condition"). The
consummation of the Merger is not conditioned upon, either directly
or indirectly, the consummation of the Offers or the Consent
Solicitations.
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.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell the Notes. 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.
Follow Aon
on LinkedIn, X, Facebook and Instagram. Stay
up-to-date by visiting Aon's newsroom and sign up for news
alerts here.
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 proposed Merger, including future
financial and operating results and synergies, Aon's, NFP
Intermediate's and the combined firm's plans, objectives,
expectations and intentions, and the expected timing of the
completion of the proposed Merger, 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: the possibility that the proposed
Merger will not be consummated, failure to obtain necessary
regulatory approvals or to satisfy any of the other conditions to
the proposed Merger, adverse effects on the market price of Aon's
securities and on Aon's operating results for any reason,
including, without limitation, because of the failure to consummate
the proposed Merger, the failure to realize the expected benefits
of the proposed Merger (including anticipated revenue and growth
synergies), the failure to effectively integrate the combined
companies following consummation of the proposed Merger, 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, or any announcement relating to the
consummation of or failure to consummate the proposed Merger on the
market price of Aon's securities, significant transaction and
integration costs or difficulties in connection with the proposed
Merger and/or unknown or inestimable liabilities, potential
litigation associated with the proposed Merger, the potential
impact of the consummation of the proposed Merger 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 following the consummation of the proposed Merger.
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.
CONTACT: Will Dunn,
will.dunn@aon.com
View original
content:https://www.prnewswire.com/news-releases/aon-announces-early-results-of-and-reference-yields-for-its-cash-tender-offers-and-related-consent-solicitations-for-outstanding-debt-securities-of-nfp-corp-302117315.html
SOURCE Aon plc