8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 22, 2023

Aon plc

(Exact Name of Registrant as Specified in Charter)

Metropolitan Building, James Joyce Street, Dublin 1, Ireland D01 K0Y8

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: +353 1 266 6000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

On June 22, 2023, Aon plc, an Irish public limited company (the “Company”), Aon Global Limited, a limited company incorporated under the laws of England and Wales (“AGL”), Aon Global Holdings plc, a public limited company incorporated under the laws of England and Wales (“AGH”), Aon Corporation, a Delaware corporation (“Aon Corporation”), Aon North America, Inc., a Delaware corporation (“ANA”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as applicable, entered into supplemental indentures, each dated June 22, 2023 (collectively, the “Indenture Supplements”), amending each of the following indentures (as amended, supplemented or modified from time to time) to add for the benefit of the holders of the instruments issued thereunder a full and unconditional guarantee of ANA thereunder: (i) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, the Company, AGL, AGH and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated January 13, 1997) (the “1997 Indenture”); (ii) Second Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, the Company, AGL, AGH and the Trustee (amending and restating the Amended and Restated Indenture, dated April 2, 2012, amending and restating the Indenture, dated September 10, 2010) (the “2010 Indenture”); (iii) Amended and Restated Indenture, dated April 1, 2020, among the Company, Aon Corporation, AGL, AGH and the Trustee (amending and restating the Indenture, dated December 12, 2012) (the “2012 Indenture”); (iv) Second Amended and Restated Indenture, dated April 1, 2020, among the Company, Aon Corporation, AGL, AGH and the Trustee (amending and restating the Amended and Restated Indenture, dated May 20, 2015, amending and restating the Indenture, dated May 24, 2013) (the “2013 Indenture”); (v) Amended and Restated Indenture, dated April 1, 2020, among the Company, Aon Corporation, AGL, AGH and the Trustee (amending and restating the Indenture, dated November 13, 2015) (the “2015 Indenture”); and (vi) Amended and Restated Indenture, dated April 1, 2020, among Aon Corporation, the Company, AGL, AGH and the Trustee (amending and restating the Indenture, dated December 3, 2018) (the “2018 Indenture”).

The Indenture Supplements are filed as Exhibits 4.1 through 4.6 to this Current Report on Form 8-K and are incorporated by reference herein. The foregoing summary of each Indenture Supplement is qualified in its entirety by reference to the corresponding exhibit to this Current Report on Form 8-K.

The Company is filing this Current Report on Form 8-K to provide supplemental guarantor financial information pursuant to Rule 3-10 of Regulation S-X.

The Company has retrospectively supplemented the condensed consolidating financial information of the subsidiary guarantors included in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission on February 17, 2023 (the “Annual Report”) and in Part I, Item 2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 filed with the Securities and Exchange Commission on April 28, 2023 (the “Quarterly Report”). These supplemented historical financial statements are filed as Exhibit 99.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K is being filed only to supplement the condensed consolidating financial information of the subsidiary guarantors included in the Annual Report and the Quarterly Report, as described herein. All other information in the Annual Report and the Quarterly Report remains unchanged. This Current Report on Form 8-K does not otherwise modify or update the disclosures in the Annual Report or the Quarterly Report, nor does it reflect any subsequent information or events, other than the inclusion of the retrospectively supplemented guarantor financial information.

(d) Exhibits

The following exhibits are filed with this Current Report on Form 8-K:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 22, 2023

EX-99.1

Exhibit 99.1

Guarantee of Registered Securities

On June 22, 2023, Aon North America, Inc., a 100% indirectly owned subsidiary of Aon plc, entered into agreements pursuant to which it guaranteed the obligations of Aon Corporation, Aon Global Limited and Aon Global Holdings plc arising under issued and outstanding debt securities, which are outlined in the tables below by the respective issuer or co-issuer. The obligations of Aon Corporation were previously guaranteed by Aon Global Limited, Aon plc and Aon Global Holdings plc. The obligations of Aon Global Limited were previously guaranteed by Aon Corporation, Aon plc and Aon Global Holdings plc. The obligations co-issued by Aon Corporation and Aon Global Holdings plc were previously guaranteed by Aon plc and Aon Global Limited.

After June 22, 2023, newly issued and outstanding debt securities by Aon Corporation are guaranteed by Aon plc, Aon Global Limited, Aon Global Holdings plc and Aon North America, Inc., and include the following (collectively, the “Aon Corporation Notes”):

All guarantees of Aon plc, Aon Global Limited, Aon Global Holdings plc and Aon North America, Inc. of the Aon Corporation Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of Aon Corporation. There are no subsidiaries other than those listed above that guarantee the Aon Corporation Notes.

After June 22, 2023, newly issued and outstanding debt securities by Aon Global Limited are guaranteed by Aon plc, Aon Global Holdings plc, Aon Corporation and Aon North America, Inc., and include the following (collectively, the “Aon Global Limited Notes”):

All guarantees of Aon plc, Aon Global Holdings plc, Aon Corporation and Aon North America, Inc. of the Aon Global Limited Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of Aon Global Limited. There are no subsidiaries other than those listed above that guarantee the Aon Global Limited Notes.

After June 22, 2023, newly co-issued and outstanding debt securities by Aon Corporation and Aon Global Holdings plc (together, the “Co-Issuers”) are guaranteed by Aon plc, Aon Global Limited and Aon North America, Inc., and include the following (collectively, the “Co-Issued Notes”):

All guarantees of Aon plc, Aon Global Limited and Aon North America, Inc. of the Co-Issued Notes are joint and several as well as full and unconditional. Senior Notes rank pari passu in right of payment with all other present and future unsecured debt which is not expressed to be subordinate or junior in rank to any other unsecured debt of the Co-Issuers. There are no subsidiaries other than those listed above that guarantee the Co-Issued Notes.

Aon Corporation, Aon Global Limited, Aon Global Holdings plc and Aon North America, Inc. are indirect wholly owned subsidiaries of Aon plc. Aon plc, Aon Global Limited, Aon Global Holdings plc, Aon Corporation and Aon North America, Inc. together comprise the revised “Obligor group” as of June 22, 2023. The following tables set forth summarized financial information for the revised Obligor group, which reflects the financial results of Aon North America, Inc. for the year ended December 31, 2022 and for the three months ended March 31, 2023.

Adjustments are made to the tables to eliminate intercompany balances and transactions between the revised Obligor group. Intercompany balances and transactions between the revised Obligor group and non-guarantor subsidiaries are presented as separate line items within the summarized financial information. These balances are presented on a net presentation basis, rather than a gross basis, as this better reflects the nature of the intercompany positions and presents the funding or funded position that is to be received or owed. No balances or transactions of non-guarantor subsidiaries are presented in the summarized financial information, including investments of the revised Obligor group in non-guarantor subsidiaries.