LONDON, Dec. 12, 2012
/PRNewswire/ -- Aon plc (the "Company") (NYSE: AON) announced
today the final results and settlement of its offer to exchange Aon
Corporation's outstanding 8.205% Junior Subordinated
Deferrable Interest Debentures due January
2027 (the "Old Notes") for the Company's new Senior Notes
due December 12, 2042 (Guaranteed by
Aon Corporation) (the "New Notes") and cash (the "Exchange
Offer").
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The Exchange Offer expired at 12:00 midnight, New York City time, at the end of December 11, 2012 (the "Expiration Date").
Based on information provided by D.F.
King & Co., Inc., the exchange agent for the Exchange
Offer, as of the Expiration Date, $165,946,000 aggregate principal amount of the
Old Notes had been validly tendered for exchange and not validly
withdrawn.
In accordance with the terms and conditions of the Exchange
Offer, the Company has accepted all of the Old Notes that were
tendered for exchange. The Exchange Offer settled on
December 12, 2012. The Company
expects to incur approximately $3
million of costs in unallocated expenses in the fourth
quarter for transaction and advisory fees related to the Exchange
Offer.
The New Notes will not be registered under the Securities Act or
any state securities laws. Therefore, the New Notes may not be
offered or sold in the United States absent registration
or an applicable exemption from the registration requirements of
the Securities Act and any applicable state securities laws. The
Company has entered into a registration rights agreement with
respect to the New Notes.
This press release is not an offer to sell or a solicitation
of an offer to buy any security. The Exchange Offer is being made
solely by the confidential offering memorandum and related letter
of transmittal and only to such persons and in such jurisdictions
as is permitted under applicable law.
Contacts:
Investors:
Scott
Malchow
Vice President, Investor Relations
+44 207-086-0100
Media:
David
Prosperi
Vice President, Global Public Relations
(312)
381-2485
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: general economic conditions in
different countries in which Aon does business around the world,
including conditions in the European Union relating to sovereign
debt and the continued viability of the Euro; changes in the
competitive environment; changes in global equity and fixed income
markets that could affect the return on invested assets; changes in
the funding status of Aon's various defined benefit pension plans
and the impact of any increased pension funding resulting from
those changes; rating agency actions that could affect Aon's
ability to borrow funds; fluctuations in exchange and interest
rates that could influence revenue and expense; the impact of class
actions and individual lawsuits including client class actions,
securities class actions, derivative actions and ERISA class
actions; the impact of any investigations brought by regulatory
authorities in the U.S., U.K. and other countries; the cost of
resolution of other contingent liabilities and loss contingencies,
including potential liabilities arising from error and omissions
claims against Aon; the failure to retain and attract qualified
personnel; the impact of, and potential challenges in complying
with, legislation and regulation in the jurisdictions in which Aon
operates, particularly given the global scope of Aon's
businesses and the possibility of conflicting regulatory
requirements across jurisdictions in which Aon does business; the
effect of the change in global headquarters and jurisdiction of
incorporation, including the reaction of clients, employees and
other constituents, the effect of compliance with U.K. regulatory
regimes or the failure to realize some of the anticipated benefits;
the extent to which Aon retains existing clients and attracts new
businesses and Aon's ability to incentivize and retain key
employees; the extent to which Aon manages certain risks created in
connection with the various services, including fiduciary and
advisory services, among others, that Aon currently provides, or
will provide in the future, to clients; the possibility that the
expected efficiencies and cost savings from the merger with Hewitt
Associates Inc. ("Hewitt") will not be realized, or will not be
realized within the expected time period; the risk that the Aon and
Hewitt businesses will not be integrated successfully; Aon's
ability to implement restructuring initiatives and other
initiatives intended to yield cost savings, and the ability to
achieve those cost savings; the potential of a system or network
disruption resulting in operational interruption or improper
disclosure of personal data; any inquiries relating to compliance
with the U.S. Foreign Corrupt Practices Act and non-U.S.
anti-corruption laws and with U.S. and non-U.S. trade sanctions
regimes; and Aon's ability to grow and develop companies that it
acquires or new lines of business. Further information concerning
Aon and its business, 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 and Annual Report to Shareholders for
the fiscal year ended December 31,
2011 and our Quarterly Reports on Form 10-Q for the three
months ended March 31, 2012,
June 30, 2012 and September 30, 2012 and other public filings with
the SEC for a further discussion of these and other risks and
uncertainties applicable to Aon's businesses. Aon does not
undertake, and 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.
SOURCE Aon plc