0001193125-23-171956.txt : 20230622 0001193125-23-171956.hdr.sgml : 20230622 20230622094658 ACCESSION NUMBER: 0001193125-23-171956 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230622 DATE AS OF CHANGE: 20230622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aon Corp CENTRAL INDEX KEY: 0001556748 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 363051915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-35928 FILM NUMBER: 231031729 BUSINESS ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312-381-1000 MAIL ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aon North America, Inc. CENTRAL INDEX KEY: 0001977338 IRS NUMBER: 521245792 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-41725 FILM NUMBER: 231031730 BUSINESS ADDRESS: STREET 1: 200 E RANDOLPH ST. CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312-381-2998 MAIL ADDRESS: STREET 1: 200 E RANDOLPH ST. CITY: CHICAGO STATE: IL ZIP: 60601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aon plc CENTRAL INDEX KEY: 0001808065 IRS NUMBER: 981539969 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-39261 FILM NUMBER: 231031733 BUSINESS ADDRESS: STREET 1: METROPOLITAN BUILDING STREET 2: JAMES JOYCE STREET CITY: DUBLIN 1 STATE: L2 ZIP: D01 K0Y8 BUSINESS PHONE: 44 20 7623 5500 MAIL ADDRESS: STREET 1: 200 EAST RANDOLPH STREET CITY: CHICAGO STATE: IL ZIP: 60601 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aon plc CENTRAL INDEX KEY: 0000315293 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 981539969 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-07933 FILM NUMBER: 231031732 BUSINESS ADDRESS: STREET 1: METROPOLITAN BUILDING STREET 2: JAMES JOYCE STREET CITY: DUBLIN 1 STATE: L2 ZIP: D01 K0Y8 BUSINESS PHONE: 35312666000 MAIL ADDRESS: STREET 1: METROPOLITAN BUILDING STREET 2: JAMES JOYCE STREET CITY: DUBLIN 1 STATE: L2 ZIP: D01 K0Y8 FORMER COMPANY: FORMER CONFORMED NAME: AON CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMBINED INTERNATIONAL CORP DATE OF NAME CHANGE: 19870504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Aon Global Holdings plc CENTRAL INDEX KEY: 0001807958 IRS NUMBER: 981199820 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-39260 FILM NUMBER: 231031731 BUSINESS ADDRESS: STREET 1: THE LEADENHALL BUILDING STREET 2: 122 LEADENHALL STREET CITY: LONDON STATE: X0 ZIP: EC3V 4AN BUSINESS PHONE: 312-381-1000 MAIL ADDRESS: STREET 1: THE LEADENHALL BUILDING STREET 2: 122 LEADENHALL STREET CITY: LONDON STATE: X0 ZIP: EC3V 4AN FORMER COMPANY: FORMER CONFORMED NAME: Aon Global Holdings Ltd DATE OF NAME CHANGE: 20200327 8-A12B 1 d506358d8a12b.htm 8-A12B 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Form 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

Aon plc   Aon Global Limited
(Exact Name of Registrant as Specified in Its Charter)   (Exact Name of Registrant as Specified in Its Charter)
Ireland   England and Wales
(Jurisdiction of Incorporation or Organization)   (Jurisdiction of Incorporation or Organization)
98-1539969   98-1030901
(I.R.S. Employer Identification no.)   (I.R.S. Employer Identification no.)
  The Aon Centre
Metropolitan Building   The Leadenhall Building
James Joyce Street   122 Leadenhall Street
Dublin 1, Ireland D01 K0Y8   London, England, EC3V 4AN
(Address of Principal Executive Offices)   (Address of Principal Executive Offices)
Aon Corporation   Aon Global Holdings plc
(Exact Name of Registrant as Specified in Its Charter)   (Exact Name of Registrant as Specified in Its Charter)
Delaware   England and Wales
(Jurisdiction of Incorporation or Organization)   (Jurisdiction of Incorporation or Organization)
36-3051915   98-1199820
(I.R.S. Employer Identification no.)   (I.R.S. Employer Identification no.)
  The Aon Centre
200 East Randolph Street   The Leadenhall Building
Chicago, Illinois 60601   122 Leadenhall Street
United States of America   London, England, EC3V 4AN
(Address of Principal Executive Offices)   (Address of Principal Executive Offices)

Aon North America, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(Jurisdiction of Incorporation or Organization)

52-1245792

(I.R.S. Employer Identification no.)

200 East Randolph Street

Chicago, Illinois 60601

United States of America

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

4.450% Senior Notes due 2043   The New York Stock Exchange

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-183686

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

EXPLANATORY NOTE

On May 24, 2013, Aon plc, a company incorporated under the laws of England and Wales (“Aon UK”), entered into an indenture (as amended and restated on May 20, 2015, the “Original Indenture”) with Aon Corporation, a Delaware corporation (“Aon Delaware”), and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”). On May 21, 2013, Aon UK issued its 4.450% Senior Notes due 2043 (the “Notes”), which are guaranteed by Aon Delaware, pursuant to the Original Indenture.

The Notes are listed on the New York Stock Exchange and were registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to a Registration Statement on Form 8-A filed with the Securities and Exchange Commission (the “Commission”) on May 28, 2013 (File No. 001-07933).

On April 1, 2020, Aon Global Limited, a limited company incorporated under the laws of England and Wales (“AGL”) and formerly known as Aon UK, Aon Delaware, Aon plc, an Irish public limited company (“Aon Ireland”), Aon Global Holdings Limited, a company incorporated under the laws of England and Wales (“AGH”), and the Trustee entered into the Second Amended and Restated Indenture amending and restating the Original Indenture (the Original Indenture as amended and supplemented, the “Amended Indenture”), pursuant to which each of Aon Ireland and AGH provided a guarantee (together, the “Additional Guarantees”) in respect of the Notes pursuant to the terms of the Amended Indenture.

On June 22, 2023, Aon Delaware, Aon Ireland, AGL, AGH, Aon North America, Inc., a Delaware Corporation (“ANA”), and the Trustee entered into a supplemental indenture amending the Amended Indenture, pursuant to which ANA provided a guarantee (the “Additional ANA Guarantee”) in respect of the Notes pursuant to the terms of the Amended Indenture (such Amended Indenture as amended, restated and supplemented, the “Indenture”).

Item 1. Description of Registrant’s Securities to be Registered.

The information required by this item is incorporated herein by reference to the information set forth under the caption “Description of the Securities” in the Prospectus Supplement, dated May 21, 2013, and under the caption “Description of Debt Securities and Guarantees” in the accompanying Prospectus, dated August 31, 2012, filed with the Commission on May 23, 2013 and August 31, 2012, respectively.

The information required by this item in relation to the Additional Guarantees is incorporated herein by reference to the information set forth under the caption “Description of Debt Securities and Guarantees” in Exhibit 4.7 to the Current Report on Form 8-K filed with the Commission on April 1, 2020.

The information required by this item in relation to the Additional ANA Guarantee is incorporated herein by reference to the information set forth under the caption “Description of Debt Securities and Guarantees” in the Prospectus, dated June 22, 2023, filed with the Commission on June 22, 2023.

Item 2. Exhibits.

 

Exhibit
No.		   

Description

4.1    Second Amended and Restated Indenture, dated April 1, 2020, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc and The Bank of New York Mellon Trust Company, N.A. (amending and restating the Amended and Restated Indenture, dated May 20, 2015, amending and restating the Indenture, dated May 24, 2013)—incorporated by reference to Exhibit 4.4 to Aon plc’s Current Report on Form 8-K12B filed April 1,2020
4.2    Form of 4.450% Senior Notes due 2043—incorporated by reference to Exhibit 4.2 to Aon plc’s Current Report on Form 8-K filed on May 24, 2013
4.3    First Indenture Supplement, dated June 22, 2023, among Aon plc, Aon Corporation, Aon Global Limited, Aon Global Holdings plc, Aon North America, Inc. and The Bank of New York Mellon Trust Company, N.A.—incorporated by reference to Exhibit 4.20 to Aon plc’s Registration Statement on Form S-3 filed June 22, 2023

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrants have duly caused this registration statement to be signed on their behalf by the undersigned, thereto duly authorized.

 

Dated: June 22, 2023      
  AON PLC  
    (Registrant)
  By:  

/s/ Paul Hagy

    Name:   Paul Hagy
    Title:   Senior Vice President and Treasurer
  AON GLOBAL LIMITED
    (Registrant)
  By:  

/s/ Alistair Boyd

    Name:   Alistair Boyd
    Title:   Director
  AON CORPORATION
    (Registrant)
  By:  

/s/ Julie Cho

    Name:   Julie Cho
    Title:   Vice President & Secretary
  AON GLOBAL HOLDINGS PLC
    (Registrant)
  By:  

/s/ Gardner Mugashu

    Name:   Gardner Mugashu
    Title:   Director
  AON NORTH AMERICA, INC.
    (Registrant)
  By:  

/s/ Paul Hagy

    Name:   Paul Hagy
    Title:   President and Treasurer