Aon plc — Capital/Financing Update 2015

Nov 9, 2015

FWP 1 a15-22627_2fwp.htm FWP

Filed pursuant to Rule 433

Relating to Preliminary Prospectus Supplement dated November 9, 2015 to

Prospectus dated September 3, 2015

Registration No. 333-206759 and 333-206759-01

*Aon plc*

*TERM SHEET*

*$400,000,000 2.800% SENIOR NOTES DUE 2021*

Issuer:	Aon plc
Securities:	2.800% Senior Notes due 2021
Guarantor:	Aon Corporation
Legal Format:	SEC Registered
Amount:	$400,000,000
Ranking:	Senior Unsecured
Expected Ratings*:	Moody’s Investors Service: Baa2 Standard & Poor’s: A- Fitch: BBB+
Trade Date:	November 9, 2015
Settlement Date (T+3):	November 13, 2015
Maturity Date:	March 15, 2021
Reference Treasury:	1.375% due October 31, 2020
Reference Treasury Price and Yield:	98-08 3/4 ; 1.739%
Reoffer Spread to Treasury:	+110 bps
Reoffer Yield:	2.839%
Coupon:	2.800%
Denominations:	$2,000 and multiples of $1,000
Interest Payment Dates:	Semi-annually in arrears on March 15 and September 15, beginning on March 15, 2016 (short first coupon)
Price to Public:	99.810%
Proceeds to Issuer (before expenses):	$397,240,000
CUSIP / ISIN:	00185AAJ3 / US00185AAJ34
Optional Redemption:	Prior to February 15, 2021, we may redeem all of the Notes at any time or some of the Notes from time to time at a redemption price equal to the greater of 100% of the principal amount of the Notes being redeemed and a make whole using a discount rate of the Reference Treasury plus 20 basis points. On or after February 15, 2021, we may redeem any or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes being redeemed. In the event of certain changes in respect of taxes applicable to the Notes or the Guarantee of the Notes, we may redeem the Notes in whole at any time at a redemption price equal to 100% of the principal amount of the Notes being redeemed. See “Description of the Securities—Optional Redemption” and “Description of the Securities—Optional Tax Redemption” in the preliminary prospectus supplement for more information.

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Joint Book-Running Managers:	Citigroup Global Markets Inc. Goldman, Sachs & Co. Barclays Capital Inc. Credit Suisse Securities (USA) LLC
Co-Managers:	Aon Securities Inc. UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. Loop Capital Markets LLC The Williams Capital Group, L.P.
Conflicts:	Aon Securities Inc. is an indirect wholly owned subsidiary of Aon plc. This offering is subject to, and will be conducted in compliance with, the requirements of Rule 5121 of the Financial Institution Regulatory Authority (“FINRA”) regarding a FINRA member firm distributing the securities of an affiliate.

*** An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. The rating of the notes should be evaluated independently from similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.**

*The issuer and the guarantor have filed a registration statement, including a prospectus, with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer, the guarantor and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the Joint Book-Running Managers in the offering will arrange to send you the prospectus if you request it by contacting Citigroup Global Markets Inc. toll-free at 1-800-831-9146,* Goldman, Sachs & Co. toll-free at 1-866-471-2526, *Barclays Capital Inc. toll free at 1-888-603-5847 and* Credit Suisse Securities (USA) LLC toll free at 1-800-221-1037 .

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