8-A12B 1 d484926d8a12b.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

4.250% Senior Notes due 2042   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): 333-187637

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

 

 

 


EXPLANATORY NOTE

On December 12, 2012, Aon plc, a company incorporated under the laws of England and Wales (“Aon UK”), entered into an indenture (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 March 29, 2013, Aon UK issued its 4.250% Senior Notes due 2042 (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 15, 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 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 Exchange Notes and Guarantee” in the Prospectus, dated April 15, 2013, which forms part of the Registration Statement on Form S-4 (Registration No. 333-187637), filed with the Commission on March 29, 2013.

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    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 Indenture, dated December 12, 2012)—incorporated by reference to Exhibit 4.3 to Aon’s Current Report on Form 8-K12B filed April 1, 2020
4.2    Form of 4.250% Senior Notes due 2042—incorporated by reference to Exhibit 4.6 to the Registration Statement on Form S-4 (Registration No. 333-187637) filed March 29, 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 4.18 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