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Aon Plc - Tender Offer & Consent Solicitation 2024 (US) - Early Settlement Date and Total Consideration

Aon Announces Early Settlement Date And Total Consideration For Its Cash Tender Offers And Related Consent Solicitations For Outstanding Debt Securities Of NFP Corp.. - US65342RAD26, USU65103AF70, USU6510PAA94, USU65103AK65, US65342RAE09, USU65103AH37, USU65103AJ92, US65342RAF73, USU65103AL49, US65342RAG56, USU65103AM22

25 APRIL 2024


Full announcement including disclaimers and offer/distribution restrictions available via Aon


"DUBLIN, April 25, 2024 /PRNewswire/ -- Aon plc (NYSE: AON) ("Aon"), a leading global professional services firm, announced today (i) the expected early settlement date of April 26, 2024 (the "Early Settlement 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. and (ii) the Total Consideration (as defined below) to be paid on the Early Settlement Date for the Fixed Spread Notes (as defined below) that were validly tendered at or prior to 5:00 p.m., New York City time, on April 15, 2024 (the "Early Tender Date") and are accepted for purchase in connection with the Offers. The Offeror expects to accept for purchase all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on the Early Settlement Date.

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on April 15, 2024, and accordingly, Notes validly tendered in the Offers and Consent Solicitations may no longer be withdrawn except where additional withdrawal rights are required by law.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 expiration date for the Offers and Consent Solicitations is 5:00 pm, New York City time, on April 30, 2024.


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").


The tables below set forth the amounts of each series of Notes that will be accepted for purchase on the Early Settlement Date and the payment terms, including the Total Consideration for each series of Notes, of the Offers and the Consent Solicitations:



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 the amount set forth under the heading "Total Consideration" and was 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.

The Offeror intends to redeem the aggregate principal amount of each series of Notes that will remain outstanding after the Early Settlement Date at a price equal to the Total Consideration paid to Holders of the Notes in the applicable Offer."


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Aon Announces Early Results Of And Reference Yields For Its Cash Tender Offers And Related Consent Solicitations For Outstanding Debt Securities Of NFP Corp. - US65342RAD26, USU65103AF70, USU6510PAA94, USU65103AK65, US65342RAE09, USU65103AH37, USU65103AJ92, US65342RAF73, USU65103AL49, US65342RAG56, USU65103AM22

16 APRIL 2024


Full announcement including disclaimers and offer/distribution restrictions available via Aon


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"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:



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"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."


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Aon Announces Commencement of Cash Tender Offers and Related Consent Solicitations for Outstanding Debt Securities of NFP Corp - US65342RAD26, USU65103AF70, USU6510PAA94, USU65103AK65, US65342RAE09, USU65103AH37, USU65103AJ92, US65342RAF73, USU65103AL49, US65342RAG56, USU65103AM22

02 APRIL 2024


Full announcement including disclaimers and offer/distribution restrictions available via Aon


DUBLIN, April 2, 2024 /PRNewswire/ -- Aon plc (NYSE: AON) ("Aon"), a leading global professional services firm, announced today that its wholly owned subsidiary, Randolph Acquisition Corp. (the "Offeror"), has commenced cash tender offers 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"), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated the date hereof (as it may be amended or supplemented from time to time, the "Offer to Purchase"; each offer to purchase a series of Notes, an "Offer" and collectively, the "Offers").

In connection with the Offers, and on the terms and subject to the conditions set forth in the Offer to Purchase, the Offeror is soliciting consents of holders of the Notes (collectively, the "Consent Solicitations") (i) to 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 such Notes and to 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, to release all of the collateral securing the obligations of the Issuer and the guarantors party thereto (the "Proposed Release Amendments"). In order to adopt the Proposed Amendments with respect to the Unsecured 2028 Notes and the Secured Notes, the Offeror must receive validly delivered consents from holders thereof representing at least a majority of the aggregate principal amount outstanding of the Unsecured 2028 Notes and the Secured Notes, respectively, with the holders of the Secured Notes voting as a single class. In order to adopt the Proposed Release Amendments with respect to the Secured Notes, the Offeror must receive validly delivered consents from holders thereof representing at least 66⅔% of the aggregate principal amount outstanding of the Secured Notes, with the holders thereof voting as a single class. Holders may not tender their Notes without delivering their consents to the Proposed Amendments and, in the case of the Secured Notes, to the Proposed Release Amendments, and may not deliver consents to the Proposed Amendments or the Proposed Release Amendments without tendering their related Notes. A valid withdrawal of tendered Notes at or before the Withdrawal Deadline (as defined below) will constitute the valid revocation of consents.


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The tables below summarize certain payment terms of the Offers and the Consent Solicitations:




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