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Aon Plc - Tender Offer & Consent Solicitation 2024 (US) - Launch

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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