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.
The early tender deadline for each Offer is 5:00 p.m., New York
City time, on April 15, 2024
(such time and date with respect to each Offer, as it may be
extended, the "Early Tender Date"), and each Offer will expire at
5:00 p.m., New York City time, on April 30, 2024 (such time and date with respect
to each Offer, as it may be extended, the "Expiration Date"), in
each case, unless earlier terminated by the Offeror. Notes tendered
may be withdrawn at any time at or before 5:00 p.m., New York
City time, on April 15, 2024
(such time and date with respect to each Offer, as it may be
extended, the "Withdrawal Deadline") but not thereafter, except in
certain limited circumstances as described in the Offer to
Purchase. The Offeror may extend an Early Tender Date without
extending the related Withdrawal Deadline. If necessary, the
Offeror intends to extend the Expiration Date for the Offers,
without extending the related Withdrawal Deadline (unless required
by law), to have the Expiration Date coincide with the closing of
the Merger (as defined below), which is currently expected to close
in mid-2024, although we cannot assure you that the Merger will
close in a timely manner or at all.
The tables below summarize certain payment terms of the Offers
and the Consent Solicitations:
Fixed Price
Notes
|
Title of
Security
|
CUSIPs/ISINs
|
Principal
Amount
Outstanding
|
Tender
Consideration(1)
|
Early Tender
Payment(1)
|
Total
Consideration(1)(2)
|
6.875%
Senior
Notes due
2028
|
CUSIP Nos.:
65342R AD2,
U65103 AF7,
U6510P AA9,
U65103 AK6
ISINs:
US65342RAD26,
USU65103AF70,
USU6510PAA94,
USU65103AK65
|
$2,075,000,000
|
$990.00
|
$30.00
|
$1,020.00
|
4.875%
Senior
Secured
Notes due
2028
|
CUSIP
Nos.: 65342R AE0,
U65103 AH3,
U65103 AJ9
ISINs:
US65342RAE09,
USU65103AH37,
USU65103AJ92
|
$550,000,000
|
$975.00
|
$30.00
|
$1,005.00
|
(1)
|
Per $1,000 principal
amount.
|
(2)
|
The Total Consideration
payable for Fixed Price Notes (as defined below) validly tendered
at or prior to the applicable Early Tender Date and accepted for
purchase will be the applicable Total Consideration specified
above, and is inclusive of the Early Tender Payment.
|
Fixed Spread
Notes
|
Title of
Security
|
CUSIPs/ISINs
|
Principal
Amount
Outstanding
|
U.S. Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
Early
Tender
Payment(1)
|
Hypothetical
Total
Consideration(1)(2)
|
7.500%
Senior
Secured
Notes due
2030
|
CUSIP Nos.:
65342R AF7,
U65103 AL4
ISINs: US65342RAF73,
USU65103AL49
|
$350,000,000
|
5.000% UST
due
September 30,
2025
|
FIT 4
|
50 bps
|
$30.00
|
$1,063.76
|
8.500%
Senior
Secured
Notes due
2031
|
CUSIP Nos.:
65342R AG5,
U65103 AM2
ISINs:
US65342RAG56,
USU65103AM22
|
$350,000,000
|
1.625% UST
due
September 30,
2026
|
FIT 5
|
50 bps
|
$30.00
|
$1,115.14
|
(1)
|
Per $1,000 principal
amount.
|
(2)
|
The hypothetical Total
Consideration payable for Fixed Spread Notes (as defined below)
validly tendered at or prior to the applicable Early Tender Date
and accepted for purchase is based on the hypothetical Reference
Yield determined as of 2:00 p.m., New York City time, on April
1, 2024, and is inclusive of the Early Tender Payment; it excludes
Accrued Interest (as defined below) and assumes an Early Settlement
Date (as defined below) of April 16, 2024. The Reference Yield used
to determine actual consideration is expected to be calculated on
April 15, 2024 and the Early Settlement Date, if any, is to be
determined. See Schedule A of the Offer to Purchase for the
calculation formula for determining the Total Consideration for the
Fixed Spread Notes.
|
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 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 yield (the "Reference Yield") based on the bid-side
price of the applicable U.S. Treasury Reference Security specified
on such table (as applicable to each series of Notes, the
"Reference Security") as quoted on the Bloomberg Reference Page
specified on such table (with respect to each Reference Security,
the "Reference Page") at 2:00 p.m.,
New York City time, on
April 15, 2024, unless such date is
extended or the Offer and related Consent Solicitation are earlier
terminated. The sum of the Fixed Spread and the Reference Yield is
referred to as the "Repurchase Yield."
Holders validly tendering Notes at or before the applicable
Early Tender Date will be eligible to receive the applicable Total
Consideration with respect to the Notes tendered. Holders validly
tendering Notes after the applicable Early Tender Date but at or
before the applicable Expiration Date will be eligible to receive
only the applicable "Tender Consideration" for such Notes, which is
equal to the applicable Total Consideration less the amount in cash
set forth in the table above under the heading "Early Tender
Payment." In addition, holders whose Notes are purchased in the
Offers will receive accrued and unpaid interest in respect of their
purchased Notes from the last interest payment date of such Notes
up to, but not including, the applicable settlement date for such
Offer ("Accrued Interest").
Each Offer and the related Consent Solicitation will expire on
the Expiration Date. Except as set forth below, payment for the
Notes that are validly tendered at or prior to the Expiration Date
and that are accepted for purchase will be made on the date
referred to as the "Final Settlement Date." It is anticipated that
the Final Settlement Date for the Notes will be May 2, 2024, the second business day after the
Expiration Date. The Offeror reserves the right, in its sole
discretion, to make payment for Notes that are validly tendered at
or prior to the Early Tender Date and that are accepted for
purchase on the date referred to as the "Early Settlement Date."
The Early Settlement Date for the Notes, if applicable, will be a
date following the Early Tender Date and prior to the Expiration
Date on which the conditions to the consummation of the applicable
Offer, including the Merger Condition (as defined below), are
satisfied or waived.
The Offeror's obligation to consummate the Offers is subject to
the satisfaction or waiver of certain conditions, which are more
fully described in the Offer to Purchase, including, among others,
the consummation of the acquisition of NFP Intermediate Holdings A
Corp. ("NFP Intermediate") by the Offeror (the "Merger") on the
terms and conditions set forth in the Agreement and Plan of Merger
dated December 19, 2023 (as amended,
supplemented, waived or otherwise modified from time to time), by
and among Aon, the Offeror, Randolph Merger Sub LLC, NFP
Intermediate and NFP Parent Co, LLC (the "Merger Condition"). The
consummation of the Merger is not conditioned upon, either directly
or indirectly, the consummation of the Offers or the Consent
Solicitations.
Morgan Stanley & Co. LLC is acting as dealer manager and
solicitation agent (the "Dealer Manager and Solicitation Agent")
for the Offers and the Consent Solicitations. Questions regarding
the terms of the Offers and the Consent Solicitations can be
directed to the Dealer Manager and Solicitation Agent, Morgan
Stanley & Co. LLC, at (800) 624-1808 (toll free) and (212)
761-1057 (collect).
The information and tender agent for the Offers and Consent
Solicitations is D.F. King & Co., Inc. Holders with questions
or who would like additional copies of the Offer to Purchase may
call D.F. King & Co., Inc. toll-free at (800) 290-6432 or (212)
232-3233 (collect).
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell the Notes. The Offers and the Consent Solicitations are being
made only pursuant to the Offer to Purchase that the Offeror will
be distributing to holders promptly. Holders and investors should
read carefully the Offer to Purchase because it contains important
information, including the various terms of and conditions to the
Offers and the Consent Solicitations. None of the Offeror, the
Dealer Manager and Solicitation Agent, the information and tender
agent or their respective affiliates is making any recommendation
as to whether or not holders should tender all or any portion of
their Notes in the Offers or deliver their consents in the Consent
Solicitations.
About Aon
Aon plc (NYSE: AON) exists to shape
decisions for the better—to protect and enrich the lives of people
around the world. Our colleagues provide our clients in over 120
countries and sovereignties with advice and solutions that give
them the clarity and confidence to make better decisions to protect
and grow their business.
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Cautionary Statement on Forward-Looking
Statements
This communication contains certain statements
related to future results, or states Aon's intentions, beliefs and
expectations or predictions for the future, all of 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. These forward-looking statements include information about
possible or assumed future results of Aon's operations. All
statements, other than statements of historical facts, that address
activities, events or developments that Aon expects or anticipates
may occur in the future, including, without limitation, statements
about the benefits of the proposed Merger, including future
financial and operating results and synergies, Aon's, NFP
Intermediate's and the combined firm's plans, objectives,
expectations and intentions, and the expected timing of the
completion of the proposed Merger, are forward-looking statements.
Also, when Aon uses words such as "anticipate", "believe",
"continue", "could", "estimate", "expect", "forecast", "intend",
"looking forward", "may", "might", "plan", "potential",
"opportunity", "commit", "probably", "project", "should", "will",
"would" or similar expressions, it is making forward-looking
statements.
The following factors, among others, could cause actual results
to differ materially from those set forth in or anticipated by the
forward looking statements: the possibility that the proposed
Merger will not be consummated, failure to obtain necessary
regulatory approvals or to satisfy any of the other conditions to
the proposed Merger, adverse effects on the market price of Aon's
securities and on Aon's operating results for any reason,
including, without limitation, because of the failure to consummate
the proposed Merger, the failure to realize the expected benefits
of the proposed Merger (including anticipated revenue and growth
synergies), the failure to effectively integrate the combined
companies following consummation of the proposed Merger, changes in
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax laws, regulations, rates and policies, future business
acquisitions or disposals, or any announcement relating to the
consummation of or failure to consummate the proposed Merger on the
market price of Aon's securities, significant transaction and
integration costs or difficulties in connection with the proposed
Merger and/or unknown or inestimable liabilities, potential
litigation associated with the proposed Merger, the potential
impact of the consummation of the proposed Merger on relationships,
including with suppliers, customers, employees and regulators, and
general economic, business and political conditions (including any
epidemic, pandemic or disease outbreak) that affect the combined
companies following the consummation of the proposed Merger.
Any or all of Aon's forward-looking statements may turn out to
be inaccurate, and there are no guarantees about Aon's performance.
The factors identified above are not exhaustive. Aon and its
subsidiaries operate in a dynamic business environment in which new
risks may emerge frequently. Accordingly, you should not place
undue reliance on forward-looking statements, which speak only as
of the dates on which they are made. In addition, results for prior
periods are not necessarily indicative of results that may be
expected for any future period. Further information concerning Aon
and its businesses, 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 for the year ended December 31, 2023 and additional documents filed
by Aon with the SEC for a further discussion of these and other
risks and uncertainties applicable to Aon and its businesses. These
factors may be revised or supplemented in subsequent reports filed
with the SEC. Any forward-looking statements in this communication
are based upon information available as of the date of this
communication which, while believed to be true when made, may
ultimately prove to be incorrect. Aon is not under, and
expressly disclaims, any obligation to update or alter any
forward-looking statement that it may make from time to time,
whether as a result of new information, future events or
otherwise.
CONTACT: Will Dunn,
will.dunn@aon.com
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SOURCE Aon plc