Aon’s Randolph unit starts tender offer, consent bid for NFP notes

By Wendy Van Sickle

Columbus, Ohio, April 2 – Aon plc wholly owned subsidiary Randolph Acquisition Corp. began cash tender offers for any and all of the outstanding notes from four series issued by NFP Corp., according to a news release.

The notes include

• $2,075,000,000 outstanding 6 7/8% senior notes due 2028 (Cusips: 65342RAD2, U65103AF7, U6510PAA9 and U65103AK6) for a total consideration of $1,020 per $1,000 of notes;

• $550 million outstanding 4 7/8% senior secured notes due 2028 (Cusips: 65342RAE0, U65103AH3 and U65103AJ9) for a total consideration of $1,005 per $1,000 of notes;

• $350 million outstanding 7½% senior secured notes due 2030 (Cusips: 65342RAF7 and U65103AL4) for a price that will be based on the 5% U.S. Treasury notes due Sept. 30, 2025 plus a fixed spread of 50 basis points for a hypothetical total consideration of $1,063.76 per $1,000 of notes; and

• $350 million outstanding 8½% senior secured notes due 2031 (Cusips: 65342RAG5 and U65103AM2) for a price that will be based on the 1 5/8% U.S. Treasury notes due Sept. 30, 2026 plus a fixed spread of 50 basis points for a hypothetical total consideration of $1,115.14 per $1,000 of notes.

The hypothetical total considerations are based on the hypothetical reference yield determined as of 2 p.m. ET on April 1 and assumes an early settlement date of April 16.

Pricing will be set at 2 p.m. ET on April 15.

Holders will also receive accrued interest.

For each series, the total consideration will include an early tender premium of $30 per $1,000 principal amount that will be paid only to holders who tender their notes by 5 p.m. ET on April 15.

The offer will expire at p.m. ET on April 30 with final settlement expected on May 2.

If necessary, the offeror intends to extend the expiration date, without extending the withdrawal deadline of 5 p.m. ET on April 15, to have the expiration date coincide with the closing of its acquisition of NFP Intermediate Holdings A Corp., which is currently expected to close in mid-2024.

The tender offer is subject to a merger condition, but the merger is not conditioned on the consummation of the tender offer or the concurrent consent solicitation.

The offeror is soliciting consents from holders of the notes to eliminate or modify substantially all of the restrictive covenants relating to the issuer and its restricted subsidiaries, some reporting obligations, some events of default and related provisions in the applicable indenture and to reduce the notice period required in connection with an optional redemption of the notes. In the case of the secured notes, the offeror is also asking for consents to release all of the collateral securing the obligations of the issuer and the guarantors.

In order for passage, the proposed amendments must be consented to by holders of a majority of the outstanding principal amount of notes, except the amendments related to the collateral release, which require consents from holders of at least two-thirds of the notes.

Holders may not tender their notes without delivering consents to the amendments and may not deliver consents to the amendments without tendering their notes.

Morgan Stanley & Co. LLC (800 624-1808 or 212 761-1057) is dealer manager and solicitation agent.

D.F. King & Co., Inc. (800 290-6432 or 212 232-3233) is the information and tender agent.

Chicago-based Aon and its subsidiaries are focused on risk and insurance brokerage services, consulting and insurance underwriting. NFP is a New York-based insurance brokerage.

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