AON PLC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits
Item 1.01 Entry into a Material Definitive Agreement.
On
Limited
entered into a Credit Agreement (the "Revolving Credit Agreement") with
(collectively, the "Revolving Lenders"),
and
lead arrangers and joint bookrunners, pursuant to which, subject to the
conditions set forth in the Revolving Credit Agreement, the Revolving Lenders
committed to provide a
Revolving Credit Agreement replaces Parent's
facility dated as of
Borrowings under the Revolving Credit Agreement may be made by Parent, Aon US,
AUKL, AGH, AGL or any other subsidiary designated as a borrower in
pounds sterling or euros. Borrowings in
borrower's option, at the eurocurrency rate or an alternate base rate, in each
case, plus an applicable margin. Borrowings in euros will bear interest at the
eurocurrency rate plus an applicable margin. Borrowings in pounds sterling will
bear interest at SONIA plus an applicable margin. The interest rate for
eurocurrency borrowings is equal to either (i) with respect to an advance in
deposits in dollars appearing on the applicable Bloomberg screen as of
a.m.
applicable interest period; or (ii) with respect to advances in euros, the
applicable EURIBO rate for the interest period relevant to such borrowing, in
each case divided by one minus the reserve requirement, plus the applicable
margin. The interest rate for SONIA borrowings is equal to (i) the Sterling
Overnight Index Average published by the
administrator) on such administrator's website (or such other commercially
available source providing such quotations as may be designated by the
administrative agent from time to time) on the fifth (5th) business day
preceding the applicable date, plus 0.0326% per annum, plus (ii) the applicable
margin. The interest rate for alternate base rate borrowings is equal to the
highest of (i) the rate of interest publicly announced by Citibank as its base
rate, (ii) the federal funds effective rate from time to time plus 0.5% and
(iii) the one month ICE benchmark administration limited LIBOR rate plus 1.0%,
in each case, plus the applicable margin. The applicable margin is based on the
public debt rating of Parent's long-term senior unsecured debt and may change in
connection with a change to Parent's debt ratings. The applicable margin for
alternate base rate advances is currently 1.5 basis points and the applicable
margin for eurocurrency and SONIA advances is currently 101.5 basis points. A
facility fee owed on the aggregate commitments under the Revolving Credit
Agreement is also based on the public debt rating of Parent's long-term senior
unsecured debt and may change in connection with a change to Parent's debt
ratings. The facility fee is currently 11.0 basis points.
The Revolving Credit Agreement has a maturity date of
subject to two optional one-year extensions, and contains covenants with respect
to the ratio of consolidated adjusted EBITDA to consolidated interest expense
(which may not be less than 4.0 to 1.0) and the ratio of consolidated funded
debt to consolidated adjusted EBITDA (which may not be more than 3.25 to 1.00,
subject to certain exceptions), as well as other customary covenants,
undertakings and events of default.
Parent and its subsidiaries have other commercial relationships with the
Revolving Lenders, lead arrangers and syndication agents or their affiliates. In
addition, Parent and certain of its affiliates have performed, and may perform,
various insurance brokerage and consulting services for the Revolving Lenders,
lead arrangers and syndication agents or their affiliates.
The foregoing summary is qualified in its entirety by reference to the Revolving
Credit Agreement, a copy of which is filed herewith as Exhibit 10.1 and
incorporated herein by reference.
Also on
as administrative agent, and the other parties thereto entered into Amendment
No. 2 to the Five Year Credit Agreement (the "Amendment") with respect to the
Five-Year Credit Agreement, dated
Waiver and Amendment No. 1, dated as of
supplemented or otherwise modified through the date hereof, including pursuant
to the Amendment, the "2017 Revolving Credit Agreement"), among Parent, Aon US,
AHG, AGL, Citibank, as administrative agent, and the other parties thereto.
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The Amendment amends the 2017 Revolving Credit Agreement to, among other things,
establish the Sterling Overnight Index Average as the applicable interest rate
for loans denominated in pounds sterling, establish procedures for replacing
benchmark interest rates, modify the applicable margins and facility fee to
align with the applicable margins and facility fee in the Revolving Credit
Agreement and make certain other conforming changes to align with the terms of
the Revolving Credit Agreement.
Parent and its subsidiaries have other commercial relationships with the 2017
Revolving Credit Agreement lenders, lead arrangers and bookrunners, the
syndication agent and their respective affiliates. In addition, Parent and
certain of its affiliates have performed, and may perform, various insurance
brokerage and consulting services for the 2017 Revolving Credit Agreement
lenders, lead arrangers and bookrunners, the syndication agent and/or their
respective affiliates.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the full text of the Amendment, a
copy of which is filed herewith as Exhibit 10.2 and incorporated herein by
reference.
Item 1.02 Termination of a Material Definitive Agreement.
In connection with entering into the Revolving Credit Agreement, effective
facility dated as of
1.01 of Parent's Current Report on Form 8-K filed with the
Exchange Commission
herein by reference (the "Prior Revolving Credit Agreement"). The Prior
Revolving Credit Agreement was scheduled to mature on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K
regarding the entry into the Revolving Credit Agreement is incorporated herein
by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits: Exhibit Number Description of Exhibit 10.1 Credit Agreement dated as ofSeptember 28, 2021 , amongAon plc ,Aon Corporation ,Aon UK Limited ,Aon Global Holdings plc andAon Global Limited ,Citibank, N.A ., as administrative agent, and the lenders party thereto 10.2 Amendment No. 2 to the Five Year Credit Agreement, dated as ofSeptember 28, 2021 , amongAon plc ,Aon Corporation ,Aon Global Holdings plc andAon Global Limited , the lenders party thereto andCitibank, N.A ., as administrative agent 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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