Common use of Other Information Included in the General Clause in Contracts

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. Filed pursuant to Rule 433 Free Writing Prospectus dated September 8, 2017 Registration Statement No. 000-000000-00 UNITED RENTALS (NORTH AMERICA), INC. Pricing Term Sheet — September 8, 2017 $750,000,000 4.625% Senior Notes due 2025 $750,000,000 4.875% Senior Notes due 2028 The following information, filed pursuant to Rule 433, supplements the Preliminary Prospectus Supplement dated September 8, 2017, to the accompanying Prospectus dated March 12, 2015, filed as part of Registration Statement No. 000-000000-00, as amended by Post-Effective Amendment No. 1 thereto. Issuer: United Rentals (North America), Inc. (the “Issuer”) Title of Securities: 4.625% Senior Notes due 2025 (the “2025 Notes”) 4.875% Senior Notes due 2028 (the “2028 Notes”) Aggregate Principal Amount: $750,000,000 $750,000,000 Distribution: SEC Registered SEC Registered Gross Proceeds: $750,000,000 $751,875,000 Net Proceeds (after underwriting discounts and commissions): $740,625,000 $742,500,000 Maturity: October 15, 2025 January 15, 2028 Issue Price: 100%, plus accrued interest from September 22, 2017 100.25%, plus accrued interest from August 11, 2017 Coupon: 4.625% 4.875% Yield to Maturity: 4.625% 4.844% Spread to Maturity: +265 bps +281 bps Benchmark: UST 2.000% due August 15, 2025 UST 6.125% due November 15, 2027 Interest Payment Dates: April 15 and October 15 January 15 and July 15 Record Dates: April 1 and October 1 January 1 and July 1 First Interest Payment Date: October 15, 2017 January 15, 2018

Appears in 1 contract

Samples: Underwriting Agreement (United Rentals North America Inc)

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Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. None Filed pursuant to Rule 433 Free Writing Relating to Preliminary Prospectus Supplement dated April 30, 2019 to Prospectus dated September 825, 2017 2018 Registration Statement NoNos. 000-000000-00 UNITED RENTALS (NORTH AMERICA), INC. Pricing Term Sheet — September 8, 2017 and 333-227514 Aon Corporation TERM SHEET $750,000,000 4.6253.750% SENIOR NOTES DUE 2029 Issuer: Aon Corporation Securities: 3.750% Senior Notes due 2025 $750,000,000 4.875% Senior Notes due 2028 The following information, filed pursuant to Rule 433, supplements the Preliminary Prospectus Supplement dated September 8, 2017, to the accompanying Prospectus dated March 12, 2015, filed as part of Registration Statement No. 000-000000-00, as amended by Post-Effective Amendment No. 1 thereto. Issuer2029 Guarantor: United Rentals (North America), Inc. (the “Issuer”) Title of SecuritiesAon plc Legal Format: 4.625% Senior Notes due 2025 (the “2025 Notes”) 4.875% Senior Notes due 2028 (the “2028 Notes”) Aggregate Principal SEC Registered Amount: $750,000,000 $750,000,000 DistributionRanking: SEC Registered SEC Registered Gross ProceedsSenior Unsecured Expected Ratings*: Xxxxx’x Investors Service: Baa2 Standard & Poor’s: A– Fitch: BBB+ Trade Date: April 30, 2019 Settlement Date (T+2): May 2, 2019 Maturity Date: May 2, 2029 Reference Treasury: 2.625% due February 15, 2029 Reference Treasury Price and Yield: 100-31+; 2.511% Reoffer Spread to Treasury: +125 bps Reoffer Yield: 3.761% Coupon: 3.750% Denominations: $750,000,000 2,000 and multiples of $751,875,000 Net Proceeds (after underwriting discounts and commissions): $740,625,000 $742,500,000 Maturity: October 15, 2025 January 15, 2028 Issue Price: 100%, plus accrued interest from September 22, 2017 100.25%, plus accrued interest from August 11, 2017 Coupon: 4.625% 4.875% Yield to Maturity: 4.625% 4.844% Spread to Maturity: +265 bps +281 bps Benchmark: UST 2.000% due August 15, 2025 UST 6.125% due November 15, 2027 1,000 Interest Payment Dates: April 15 Semi-annually in arrears on May 2 and October 15 January 15 November 2, beginning on November 2, 2019 Price to Public: 99.909% Proceeds to Issuer (before expenses and July 15 Record Datesunderwriting discount): $749,317,500 CUSIP / ISIN: April 000000XX0 / US037389BC65 Optional Redemption: Prior to February 2, 2029, 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 2, 2029 (three months prior to maturity), 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. Annex B-1-1 Joint Book-Running Managers: Citigroup Global Markets Inc. Barclays Capital Inc. Credit Suisse Securities (USA) LLC Co-Managers: Aon Securities LLC BMO Capital Markets Corp. X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC UniCredit Capital Markets LLC Loop Capital Markets LLC The Xxxxxxxx Capital Group, L.P. Conflicts: Aon Securities LLC is an indirect wholly owned subsidiary of Aon Corporation. This offering is subject to, and October 1 January 1 will be conducted in compliance with, the requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“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 July 1 First Interest Payment Dateinformation, 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 XXXXX on the SEC Web site at xxx.xxx.xxx. 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, Barclays Capital Inc. toll-free at 0-000-000-0000 and Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037. EXHIBIT C Significant Subsidiaries Significant subsidiary: October 15Jurisdiction of incorporation: Aon Xxxxxxxx Global, 2017 January 15Inc. Delaware Aon CANZ Holdings B.V. Netherlands Aon Consulting Inc. New Jersey Aon Corporation Delaware Aon Delta UK Limited United Kingdom Aon Finance N.S. 1, 2018ULC Canada Aon Global Holdings Limited United Kingdom Aon Group, Inc. Maryland Aon Group International N.V. Netherlands Aon Holdings B.V. Netherlands Aon Holdings International B.V. Netherlands Aon Risk Services Companies, Inc. Maryland Aon Southern Europe B.V. Netherlands Aon UK Group Limited United Kingdom Aon UK Limited United Kingdom Aon US & International Holdings Limited United Kingdom Aon International Coöperatief U.A. Netherlands EXHIBIT D Opinion of Counsel to the Company and the Guarantor EXHIBIT E Opinion of Xxxxxx & Xxxxxxx LLP (London) Tax Opinion of Xxxxxx & Xxxxxxx LLP Opinion of Xxxxxx & Xxxxxxx LLP (U.S.) Disclosure Letter of Xxxxxx & Xxxxxxx (U.S.)

Appears in 1 contract

Samples: Underwriting Agreement (Aon PLC)

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. Filed pursuant to Rule 433 Free Writing Prospectus dated September 8, 2017 Registration Statement No. 000-000000-00 UNITED RENTALS None AK Steel Corporation (NORTH AMERICA), INC. “AK Steel”) Pricing Term Sheet — September 8$430,000,000 7.625% Notes due 2021 Issuer: AK Steel Corporation Guarantees: The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by AK Steel Holding Corporation (“AK Holding”), 2017 $750,000,000 4.625% the direct parent of AK Steel and AK Tube LLC and AK Steel Properties, Inc., two wholly-owned subsidiaries of AK Steel (collectively, the Guarantors”). Security Type: Senior Notes due 2025 $750,000,000 4.875% Senior Notes due 2028 The following informationRatings:* Caa1 / B- Pricing Date: September 11, filed pursuant to Rule 4332014 Settlement Date: September 16, supplements the Preliminary Prospectus Supplement dated September 8, 2017, to the accompanying Prospectus dated March 12, 2015, filed as part of Registration Statement No. 000-000000-00, as amended by Post-Effective Amendment No. 1 thereto. Issuer: United Rentals 2014 (North America), Inc. (the “Issuer”T + 3) Title of Securities: 4.625% Senior Notes due 2025 (the “2025 Notes”) 4.875% Senior Notes due 2028 (the “2028 Notes”) Aggregate Principal Amount: US $750,000,000 $750,000,000 Distribution: SEC Registered SEC Registered Gross Proceeds: $750,000,000 $751,875,000 Net Proceeds (after underwriting discounts and commissions): $740,625,000 $742,500,000 430,000,000 Maturity: October 1, 2021 Benchmark: 2.000% UST Due November 15, 2025 January 15, 2028 Issue Price2021 Spread to Benchmark: 100%, plus accrued interest from September 22, 2017 100.25%, plus accrued interest from August 11, 2017 +551 bps Coupon: 4.6257.625% 4.875Price to Public: 99.325% Yield to Maturity: 4.6257.750% 4.844% Spread to Maturity: +265 bps +281 bps Benchmark: UST 2.000% due August 15, 2025 UST 6.125% due November 15, 2027 Interest Payment Dates: April 15 and October 15 January 15 and July 15 Record Dates: April 1 and October 1 January 1 and July 1 First Interest Payment Date1, commencing April 1, 2015 Optional Redemption: The Notes will be redeemable at AK Steel’s option at any time before October 151, 2017 January 15at a redemption price equal to the principal amount of Notes being redeemed plus a “make-whole” premium of the Treasury Rate as of such redemption date plus 50 basis points plus accrued and unpaid interest to the redemption date. The Notes will be redeemable at AK Steel’s option, 2018in whole or in part, at any time on and after October 1, 2017 at the redemption price for the Notes (expressed as a percentage of principal amount) set forth below, plus accrued and unpaid interest to the redemption date, if redeemed during the twelve-month period commencing on October 1 of the years indicated below: Year Redemption Price 2017 103.813 % 2018 101.906 % 2019 (and thereafter) 100.000 % At any time prior to October 1, 2017, AK Steel may redeem up to 35% of the principal amount of the Notes with the proceeds of offerings of AK Holding’s shares of common stock occurring after the Closing Date at a redemption price of 107.625% of the principal amount of the notes, plus accrued and unpaid interest to the redemption date, if any; provided that at least 65% of the aggregate principal amount of Notes originally issued on the Closing Date remains outstanding after each such redemption. CUSIP/ISIN: 001546 AS9 / US001546AS98 Use of Proceeds: We intend to use the net proceeds from this offering, together with a portion of the net proceeds from AK Holding’s concurrent common stock offering, to finance AK Steel’s acquisition of Severstal Dearborn, LLC (the “Dearborn Acquisition”). Joint Book-Running Managers Credit Suisse Securities (USA) LLC Citigroup Global Markets Inc. X.X. Xxxxxx Securities LLC Co-Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Fifth Third Securities, Inc. Xxxxxxx, Sachs & Co. Concurrent Offering: Concurrently with this offering, AK Holding is offering shares of its common stock (“Shares”), a portion of the net proceeds of which will be used, along with the net proceeds of this offering, to finance the Dearborn Acquisition. Closing of the common stock offering is not conditioned on the closing of this offering. However, closing of this offering is conditioned on the closing of the common stock offering and the concurrent closing of the Dearborn Acquisition. Number of Shares in Concurrent Offering: 35,000,000 (or 40,250,000 Shares if the underwriters exercise in full their option to purchase additional Shares) Public Offering Price of Shares: $9.00 per Share * Note: 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. AK Steel Corporation and AK Steel Holding Corporation have filed a registration statement (including a base prospectus) and AK Steel Corporation and the Guarantors have filed a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the prospectus in that registration statement and any other documents filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, AK Steel Corporation, AK Steel Holding Corporation, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, X.X. Xxxxxx Securities LLC toll-free at 1-800-245- 8812 or Citigroup Global Markets Inc. toll-free at 1-877-858-5407. This pricing term sheet supplements the preliminary form of prospectus supplement issued by AK Steel Corporation and the Guarantors on September 8, 2014 relating to the prospectus dated September 8, 2014. Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. EXHIBIT A Form of Opinion from Xxxx Xxxxxxx & Xxxxxx September 16, 2014 Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629 Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, X.X. 00000, and X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxx Xxxxxx Xxxx Xxx Xxxx, X.X. 00000 Fifth Third Securities, Inc. 00 Xxxxxxxx Xxxxxx Xxxxx XX00000X Xxxxxxxxxx, Xxxx 00000 Xxxxxxx, Xxxxx & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen:

Appears in 1 contract

Samples: Agreement (Ak Steel Holding Corp)

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. None Issuer Free Writing Prospectus Filed pursuant Pursuant to Rule 433 Free Writing Prospectus dated September 8, 2017 Registration Statement No. 000333-000000-00 UNITED RENTALS (NORTH AMERICA), INC. Pricing Term Sheet — September 8, 2017 $750,000,000 4.625% Senior Notes due 2025 $750,000,000 4.875% Senior Notes due 2028 The following information, filed pursuant 210785 Relating to Rule 433, supplements the Preliminary Prospectus Supplement dated September 8March 16, 2017, 2017 to the accompanying Prospectus dated March 1216, 2015, filed as part of Registration Statement No. 000-000000-00, as amended by Post-Effective Amendment No. 1 thereto. Issuer: United Rentals 2017 AK Steel Corporation (North America), Inc. (the IssuerAK Steel”) Title of Securities: 4.625Pricing Term Sheet $400,000,000 7.00% Senior Notes due 2025 2027 Issuer: AK Steel Corporation Guarantees: The Notes will be fully and unconditionally guaranteed by the direct parent of AK Steel, AK Steel Holding Corporation (“AK Holding”), and by AK Tube LLC, AK Steel Properties, Inc. and Mountain State Carbon, LLC, three wholly-owned subsidiaries of AK Steel (AK Holding and the Subsidiary Guarantors are collectively, the “2025 NotesGuarantors) 4.875% ). Security Type: Senior Notes due 2028 Pricing Date: March 16, 2017 Settlement Date: March 23, 2017 (the “2028 Notes”) Aggregate T + 5)* Principal Amount: US $750,000,000 $750,000,000 Distribution: SEC Registered SEC Registered Gross Proceeds: $750,000,000 $751,875,000 Net Proceeds (after underwriting discounts and commissions): $740,625,000 $742,500,000 400,000,000 Maturity: October March 15, 2025 January 15, 2028 Issue Price: 100%, plus accrued interest from September 22, 2017 100.25%, plus accrued interest from August 11, 2017 2027 Coupon: 4.6257.00% 4.875Price to Public: 100.000% Yield to Maturity: 4.6257.00% 4.844% Spread to Maturity: +265 bps +281 bps Benchmark: UST 2.000% due August 15, 2025 UST 6.125% due November 15, 2027 Interest Payment Dates: April March 15 and October 15 January 15 and July 15 Record Dates: April 1 and October 1 January 1 and July 1 First Interest Payment Date: October September 15, commencing September 15, 2017 January Optional Redemption: Prior to March 15, 20182022 at a redemption price equal to 100% of the principal amount of Notes being redeemed plus a “make-whole” premium described in the prospectus supplement, plus accrued and unpaid interest to the redemption date. On and after March 15, 2022 at the redemption price for the Notes (expressed as a percentage of principal amount) set forth below, plus accrued and unpaid interest to the redemption date, if redeemed during the twelve-month period commencing on March 15 of the years indicated below: Year Redemption Price 2022 103.500 % 2023 102.333 % 2024 101.167 % 2025 (and thereafter) 100.000 % Prior to March 15, 2020, up to 35% of the Notes may be redeemed with the net cash proceeds of offerings of AK Holding’s common stock at a redemption price of 107.000%, plus accrued and unpaid interest to the redemption date. CUSIP/ISIN: 001546 AU4 / US001546AU45 Joint Book-Running Managers Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. Xxxxxxx, Xxxxx & Co. BMO Capital Markets Corp. Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Co-Managers: Citizens Capital Markets, Inc. Fifth Third Securities, Inc. ING Financial Markets LLC PNC Capital Markets LLC Regions Securities LLC U.S. Bancorp Investments, Inc. (*) We expect that delivery of the notes will be made against payment thereof on or about the settlement date specified in this communication, which will be the fifth business day following the date of pricing of the notes (this settlement cycle being referred to as “T+5”). Under Rule 15c6-1 of the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes on the date of pricing or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade notes on the date of pricing or the next succeeding business day should consult their own advisor. AK Steel Corporation and AK Steel Holding Corporation have filed a registration statement (including a base prospectus) and AK Steel Corporation and the Guarantors have filed a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the prospectus in that registration statement and any other documents filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternatively, AK Steel Corporation, AK Steel Holding Corporation, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by contacting BofA Xxxxxxx Xxxxx at Attention: Xxxxxxxxxx Xxxxxxxxxx, Xxx Xxxxxx Xxxx, Xxx Xxxx, XX, 00000 (0-000-000-0000 or xx.xxxxxxxxxx_xxxxxxxxxxxx@xxxxxxxxxxxxxx.xxx); Xxxxx Fargo at Attention: Client Support, 000 0xx Xxxxxx, Xxxxx Xxxxxxxxxxx, XX 00000, telephone: (000) 000-0000 Opt 5, or email: xxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx; Citigroup, c/o Broadridge Financial Solutions, 0000 Xxxx Xxxxxx Xxxxxx, Xxxxxxxx, XX 00000, or by calling (000) 000-0000; Xxxxxxx Sachs & Co. at Attn: Prospectus Department, 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000, telephone: 0-000-000-0000, facsimile: 000-000-0000, or email xxxxxxxxxx-xx@xx.xxxxx.xx.xxx; BMO Capital Markets Corp. at 0 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attn: High Yield Syndicate, telephone: (000) 000-0000; Credit Suisse at Attention: Xxxxxxxxxx Xxxxxxxxxx, Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, telephone: 0-000-000-0000, or email: xxxxxxx.xxxxxxxxxx@xxxxxx-xxxxxx.xxx or Deutsche Bank Securities at Attention: Prospectus Group, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, email: xxxxxxxxxx.xxxx@xx.xxx, telephone (000) 000-0000. This pricing term sheet supplements the preliminary prospectus supplement issued by AK Steel Corporation and the Guarantors on March 16, 2017 relating to the prospectus dated March 16, 2017.Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. EXHIBIT A Form of Opinion from Xxxx Xxxxxxx & Xxxxxx [Circulated Separately] Form of 10b-5 Letter from Weil, Gotshal & Xxxxxx

Appears in 1 contract

Samples: Underwriting Agreement (Ak Steel Holding Corp)

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. Filed pursuant to Rule 433 Free Writing Prospectus dated September 8July 31, 2017 2020 Registration Statement No. 000300-000000-00 UNITED RENTALS (NORTH AMERICA), INC. Pricing Term Sheet — September 8– July 31, 2017 2020 $750,000,000 4.6251,100,000,000 3.875% Senior Notes due 2025 $750,000,000 4.875% Senior Notes due 2028 2031 The following information, filed pursuant to Rule 433, supplements the Preliminary Prospectus Supplement dated September 8July 31, 20172020, to the accompanying Prospectus dated March 12January 24, 20152018, filed as part of Registration Statement No. 000300-000000-00, as amended by Post-Effective Amendment No. 1 thereto. Issuer: United Rentals (North America), Inc. (the “Issuer”) Title of Securities: 4.6253.875% Senior Notes due 2025 2031 (the “2025 Notes”) 4.875% Senior Notes due 2028 (the “2028 Notes”) Aggregate Principal Amount: $750,000,000 $750,000,000 1,100,000,000 Distribution: SEC Registered SEC Registered Gross Proceeds: $750,000,000 $751,875,000 1,100,000,000 Net Proceeds (after underwriting discounts and commissions): $740,625,000 $742,500,000 1,089,000,000 Maturity: October February 15, 2025 January 15, 2028 2031 Issue Price: 100%, plus accrued interest from September 22, 2017 100.25%, plus accrued interest from August 11, 2017 % Coupon: 4.625% 4.8753.875% Yield to Maturity: 4.6253.875% 4.844% Spread to Maturity: +265 bps +281 bps Benchmark: UST 2.000% due August 15, 2025 UST 6.125% due November 15, 2027 Interest Payment Dates: April February 15 and October 15 January 15 and July August 15 Record Dates: April February 1 and October 1 January 1 and July August 1 First Interest Payment Date: October February 15, 2017 January 2021 Optional Redemption: Except as set forth below under “Optional Redemption with Equity Proceeds” and “Make-Whole Redemption”, the Issuer will not be entitled to redeem the Notes at its option prior to August 15, 20182025. The Issuer may, at its option, redeem some or all of the Notes at any time on or after August 15, 2025 at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the 12-month period beginning on August 15 of each of the years indicated below: Year Percentage 2025 101.938% 2026 101.292% 2027 100.646% 2028 and thereafter 100.000% Optional Redemption with Equity Proceeds: At any time on or prior to August 15, 2023, the Issuer may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings, at a price equal to 103.875% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date.

Appears in 1 contract

Samples: Underwriting Agreement (United Rentals North America Inc)

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. None Pricing Term Sheet Filed pursuant to Rule 433 Free Writing Relating to Preliminary Prospectus Supplement dated November 29, 2018 to Prospectus dated September 825, 2017 2018 Registration Statement NoNos. 000-000000-00 UNITED RENTALS (NORTH AMERICA), INC. Pricing Term Sheet — September 8, 2017 and 333-227514 Aon Corporation TERM SHEET $750,000,000 4.625350,000,000 4.500% Senior Notes due 2025 $750,000,000 4.875SENIOR NOTES DUE 2028 Issuer: Aon Corporation Securities: 4.500% Senior Notes due 2028 The following information, filed pursuant to Rule 433, supplements the Preliminary Prospectus Supplement dated September 8, 2017, to the accompanying Prospectus dated March 12, 2015, filed as part of Registration Statement No. 000-000000-00, as amended by Post-Effective Amendment No. 1 thereto. IssuerGuarantor: United Rentals (North America), Inc. (the “Issuer”) Title of SecuritiesAon plc Legal Format: 4.625% Senior Notes due 2025 (the “2025 Notes”) 4.875% Senior Notes due 2028 (the “2028 Notes”) Aggregate Principal SEC Registered Amount: $750,000,000 $750,000,000 Distribution350,000,000 Ranking: SEC Registered SEC Registered Gross ProceedsSenior Unsecured Expected Ratings*: $750,000,000 $751,875,000 Net Proceeds Xxxxx’x Investors Service: Baa2 Standard & Poor’s: A- Fitch: BBB+ Trade Date: November 29, 2018 Settlement Date (after underwriting discounts and commissionsT+2): $740,625,000 $742,500,000 MaturityDecember 3, 2018 Maturity Date: October 15, 2025 January December 15, 2028 Issue PriceReference Treasury: 100%, plus accrued interest from September 22, 2017 100.25%, plus accrued interest from August 11, 2017 Coupon: 4.625% 4.875% Yield to Maturity: 4.625% 4.844% Spread to Maturity: +265 bps +281 bps Benchmark: UST 2.000% due August 15, 2025 UST 6.1253.125% due November 15, 2027 2028 Reference Treasury Price and Yield: 100-25; 3.033% Reoffer Spread to Treasury: +150 bps Reoffer Yield: 4.533% Coupon: 4.500% Denominations: $2,000 and multiples of $1,000 Interest Payment Dates: April Semi-annually in arrears on June 15 and October 15 January 15 and July 15 Record Dates: April 1 and October 1 January 1 and July 1 First Interest Payment Date: October December 15, 2017 January beginning on June 15, 20182019 Price to Public: 99.735% Proceeds to Issuer (before expenses): $347,147,500 CUSIP / ISIN: 037389 BB8 / US037389BB82 Optional Redemption: Prior to September 15, 2028, 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 25 basis points. On or after September 15, 2028 (three months prior to maturity), 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. Annex B-1 Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC HSBC Securities (USA) Inc. Co-Managers: Aon Securities Inc. ING Financial Markets LLC UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. Conflicts: Aon Securities Inc. is an indirect wholly owned subsidiary of Aon Corporation. This offering is subject to, and will be conducted in compliance with, the requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“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 XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the Joint Book-Running Managers in the offering will arrange to send you the prospectus if you request it by contacting X.X. Xxxxxx Securities LLC collect at 0-000-000-0000, Xxxxxx Xxxxxxx & Co. LLC toll-free at 1-866-718-1649, and HSBC Securities (USA) Inc. toll-free at 0-000-000-0000. Annex B-2 EXHIBIT C Significant Subsidiaries

Appears in 1 contract

Samples: Aon PLC

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. Filed pursuant to Rule 433 Free Writing Prospectus dated September 8October 21, 2017 2019 Registration Statement No. 000300-000000-00 UNITED RENTALS (NORTH AMERICA), INC. Pricing Term Sheet — September 8– October 21, 2017 2019 $750,000,000 4.6253.875% Senior Secured Notes due 2025 $750,000,000 4.875% Senior Notes due 2028 2027 The following information, filed pursuant to Rule 433, supplements the Preliminary Prospectus Supplement dated September 8October 21, 20172019, to the accompanying Prospectus dated March 12January 24, 20152018, filed as part of Registration Statement No. 000300-000000-00, as amended by Post-Effective Amendment No. 1 thereto. Issuer: United Rentals (North America), Inc. (the “Issuer”) Title of Securities: 4.6253.875% Senior Secured Notes due 2025 2027 (the “2025 Notes”) 4.875% Senior Notes due 2028 (the “2028 Notes”) Aggregate Principal Amount: $750,000,000 $750,000,000 Distribution: SEC Registered SEC Registered Gross Proceeds: $750,000,000 $751,875,000 Net Proceeds (after underwriting discounts and commissions): $740,625,000 $742,500,000 Maturity: October November 15, 2025 January 15, 2028 2027 Issue Price: 100%, plus accrued interest from September 22, 2017 100.25%, plus accrued interest from August 11, 2017 % Coupon: 4.625% 4.8753.875% Yield to Maturity: 4.6253.875% 4.844% Spread Security: Secured on a second-priority basis by liens on substantially all of the Issuer’s assets that secure any first-priority lien obligations, subject to Maturity: +265 bps +281 bps Benchmark: UST 2.000% due August 15, 2025 UST 6.125% due November 15, 2027 permitted liens and certain exceptions. Interest Payment Dates: April May 15 and October 15 January 15 and July November 15 Record Dates: April May 1 and October 1 January 1 and July November 1 First Interest Payment Date: October May 15, 2017 January 2020 Optional Redemption: Except as set forth below under “Optional Redemption with Equity Proceeds” and “Make-Whole Redemption”, the Issuer will not be entitled to redeem the Notes at its option prior to November 15, 20182022. The Issuer may, at its option, redeem some or all of the Notes at any time on or after November 15, 2022 at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the 12-month period beginning on November 15 of each of the years indicated below: Year Percentage 2022 101.938% 2023 101.292% 2024 100.646% 2025 and thereafter 100.000% Optional Redemption with Equity Proceeds: At any time on or prior to November 15, 2022, the Issuer may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings, at a price equal to 103.875% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date.

Appears in 1 contract

Samples: Underwriting Agreement (United Rentals North America Inc)

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Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. Filed pursuant to Rule 433 Issuer Free Writing Prospectus dated September 8March 1, 2017 2011 Filed Pursuant to Rule 433 Registration Statement No. 000333-000000-00 UNITED RENTALS (NORTH AMERICA)172532 KEY ENERGY SERVICES, INC. Pricing Term Sheet — September 8, 2017 $750,000,000 4.6256.750% Senior Notes due 2025 $750,000,000 4.875% Senior Notes due 2028 2021 The following information, filed pursuant to Rule 433, information supplements the Preliminary Prospectus Supplement dated September 8March 1, 2017, to the accompanying Prospectus dated March 12, 2015, filed as part of Registration Statement No. 000-000000-00, as amended by Post-Effective Amendment No. 1 thereto. 2011 Issuer: United Rentals (North America)Key Energy Services, Inc. (the “IssuerCompany”) Title of SecuritiesSecurity Description: 4.625% Senior Notes due 2025 (the “2025 Notes”) 4.875% Senior Notes due 2028 (the “2028 Notes”) Aggregate Principal Amount: $750,000,000 $750,000,000 Distribution: SEC Registered SEC Registered 475,000,000 Gross Proceeds: $750,000,000 $751,875,000 Net Proceeds (after underwriting discounts and commissions): $740,625,000 $742,500,000 475,000,000 Coupon: 6.750% Maturity: October 15March 1, 2025 January 15, 2028 Issue 2021 Offering Price: 100%, plus accrued interest from September 22, 2017 100.25%, plus accrued interest from August 11, 2017 Coupon100.000% Gross Spread: 4.625% 4.8751.886% Yield to Maturity: 4.625% 4.8446.750% Spread to MaturityTreasury: +265 bps +281 bps 329 basis points Benchmark: 3.625% UST 2.000% due August February 15, 2025 UST 6.125% due November 15, 2027 2021 Interest Payment Dates: April 15 and October 15 January 15 and July 15 Record Dates: April March 1 and October September 1 January Commencing: September 1, 2011 Optional Redemption: At any time on or after March 1, 2016, the Company may, at its option, redeem the notes, in whole or in part, at the redemption prices (expressed as a percentage of the principal amount thereof) set forth below, together with accrued and unpaid interest thereon, if any, to the redemption date (subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date), if redeemed during the 12-month period beginning March 1 of the years indicated: Year Percentage 2016 103.375 % 2017 102.250 % 2018 101.125 % 2019 and July 1 First Interest Payment thereafter 100.000 % In addition, at any time prior to March 1, 2016, the Company may redeem all or a portion of the notes at a price equal to 100% of the principal amount plus a “make-whole” premium, using a discount rate of Treasuries plus 0.50%, plus accrued and unpaid interest, if any, to the redemption date. Optional Redemption with Equity Proceeds: Prior to March 1, 2014, the Company may on any one or more occasions redeem up to 35% of the aggregate principal amount of the notes issued under the indenture with the net cash proceeds from one or more equity offerings at a redemption price of 106.750% of the principal amount thereof, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of notes on the relevant record date to receive interest due on the relevant interest payment date). Guarantees: Certain existing and future domestic subsidiaries will fully and unconditionally guarantee the notes. Change of Control: 101.000% plus accrued and unpaid interest Trade Date: October 15Xxxxx 0, 2017 January 150000 Xxxxxxxxxx Date: March 4, 20182011 (T+3) CUSIP/ISIN numbers: CUSIP: 492914 AS5 ISIN: US492914AS51 Min. Denomination: $2,000 Increments: $1,000 Joint Book-Running Credit Suisse Securities (USA) LLC Managers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxxxx Xxxxxxx & Co. Incorporated Co-Managers: Capital One Southcoast, Inc. Comerica Securities, Inc. Deutsche Bank Securities Inc. Scotia Capital (USA) Inc. As a result of an increase in the aggregate principal amount of notes offered, the Company no longer anticipates borrowing under its credit facility in order to fund in part the repurchase of 2014 notes in the concurrent tender offer. On March 1, 2011, Key Energy Services, Inc. filed a registration statement (including a base prospectus and a prospectus supplement) with the U.S. Securities and Exchange Commission (SEC) for the offernig to which this communication relates, which registration statement was effective upon filing. Before you invest, you should read the preliminary prospectus supplement for this offering, the prospectus in that registration statement and any other documents the isuer has field with the SEC for more complete information about the issuer and this offering. You may get these documents for free by searching the SEC online database (XXXXX) on the SEC web site at xxxx://xxx.xxx.xxx. Alternately, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by contacting Credit Suisse Securities (USA) LLC, Xxxxxxxxxx Xxxxxxxxxx, Xxx Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, phone: (000) 000-0000; Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, 0 Xxxxx Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Department, email: xx.xxxxxxxxxx_xxxxxxx@xxxx.xxx; X.X. Xxxxxx Securities LLC, 0 Xxxxx Xxxxxxxxx Xxxxxx, XX Xxxxx, Xxxxxxxx, Xxx Xxxx 00000, Attention: Prospectus Department, phone: (000) 000-0000; or Xxxxxx Xxxxxxx & Co. Incorporated, 000 Xxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Prospectus Dept., email: xxxxxxxxxx@xxxxxxxxxxxxx.xxx, phone: (000) 000-0000. This communication does not purport to be a complete description of the notes or the offering and should be read in conjunction with the preliminary prospectus supplement and the accompanying prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Key Energy Services Inc)

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. SCHEDULE C-1 Filed pursuant to Rule 433 Free Writing Prospectus dated September 8February 10, 2017 2020 Registration Statement No. 000300-000000-00 UNITED RENTALS (NORTH AMERICA), INC. Pricing Term Sheet — September 8– February 10, 2017 2020 $750,000,000 4.6254.000% Senior Notes due 2025 $750,000,000 4.875% Senior Notes due 2028 2030 The following information, filed pursuant to Rule 433, supplements the Preliminary Prospectus Supplement dated September 8February 10, 20172020, to the accompanying Prospectus dated March 12January 24, 20152018, filed as part of Registration Statement No. 000300-000000-00, as amended by Post-Effective Amendment No. 1 thereto. Issuer: United Rentals (North America), Inc. (the “Issuer”) Title of Securities: 4.6254.000% Senior Notes due 2025 2030 (the “2025 Notes”) 4.875% Senior Notes due 2028 (the “2028 Notes”) Aggregate Principal Amount: $750,000,000 $750,000,000 Distribution: SEC Registered SEC Registered Gross Proceeds: $750,000,000 $751,875,000 Net Proceeds (after underwriting discounts and commissions): $740,625,000 $742,500,000 Maturity: October July 15, 2025 January 15, 2028 2030 Issue Price: 100%, plus accrued interest from September 22, 2017 100.25%, plus accrued interest from August 11, 2017 % Coupon: 4.625% 4.8754.000% Yield to Maturity: 4.6254.000% 4.844% Spread to Maturity: +265 bps +281 bps Benchmark: UST 2.000% due August 15, 2025 UST 6.125% due November 15, 2027 Interest Payment Dates: April July 15 and October 15 January 15 and July 15 Record Dates: April July 1 and October 1 January 1 and July 1 First Interest Payment Date: October July 15, 2017 January 2020 Optional Redemption: Except as set forth below under “Optional Redemption with Equity Proceeds” and “Make-Whole Redemption”, the Issuer will not be entitled to redeem the Notes at its option prior to July 15, 20182025. The Issuer may, at its option, redeem some or all of the Notes at any time on or after July 15, 2025 at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest, if any, on the Notes redeemed to the applicable redemption date, if redeemed during the 12-month period beginning on July 15 of each of the years indicated below: Year Percentage 2025 102.000% 2026 101.333% 2027 100.667% 2028 and thereafter 100.000% Optional Redemption with Equity Proceeds: At any time on or prior to July 15, 2023, the Issuer may, at its option, on one or more occasions, redeem up to 40% of the aggregate principal amount of the Notes with the net cash proceeds of certain equity offerings, at a price equal to 104.000% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date.

Appears in 1 contract

Samples: Underwriting Agreement (United Rentals North America Inc)

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. Filed pursuant to Rule 433 Free Writing Prospectus dated September 8, 2017 Registration Statement No. 000-000000-00 UNITED RENTALS (NORTH AMERICA)None SCHEDULE B-1 WORTHINGTON INDUSTRIES, INC. $200,000,000 4.300% Notes due 2032 Pricing Term Sheet — September 8This term sheet to the preliminary prospectus supplement dated July 25, 2017 $750,000,000 4.625% Senior Notes due 2025 $750,000,000 4.875% Senior Notes due 2028 should be read together with the preliminary prospectus supplement before making a decision in connection with an investment in the securities. The following information, filed pursuant to Rule 433, supplements information in this term sheet supersedes the Preliminary Prospectus Supplement dated September 8, 2017, information contained in the preliminary prospectus supplement to the accompanying Prospectus dated March 12, 2015, filed as part of Registration Statement Noextent that it is inconsistent therewith. 000-000000-00, as amended by Post-Effective Amendment No. 1 theretoTerms used but not defined herein have the meaning ascribed to them in the preliminary prospectus supplement. Issuer: United Rentals (North America)Worthington Industries, Inc. (the “Issuer”) Security Type: Senior Unsecured Notes Title of Securities: 4.6254.300% Senior Notes due 2025 2032 Pricing Date: July 25, 2017 Settlement Date: (the “2025 Notes”T+3) 4.875% Senior Notes due 2028 (the “2028 Notes”) Aggregate Principal AmountJuly 28, 2017 Interest Payment Dates: February 1 and August 1, commencing February 1, 2018 Final Maturity Date: August 1, 0000 Xxxxxxxxx Xxxxxxxxx Xxxxxx: $750,000,000 $750,000,000 Distribution200,000,000 Benchmark Treasury: SEC Registered SEC Registered Gross Proceeds: $750,000,000 $751,875,000 Net Proceeds (after underwriting discounts and commissions): $740,625,000 $742,500,000 Maturity: October 2.375% UST due May 15, 2025 January 15, 2028 Issue Price2027 Benchmark Treasury Price / Yield: 100%, plus accrued interest from September 22, 2017 100.25%, plus accrued interest from August 11, 2017 Coupon-18+ / 2.309% Spread to Benchmark Treasury: 4.625% 4.875% + 200 basis points Yield to Maturity: 4.6254.309% 4.844Coupon: 4.300% Spread Public Offering Price: 99.901% Net Proceeds (before expenses): $198,302,000 Optional Redemption Provision: At any time at a discount rate equal to Maturitythe Treasury Rate plus 30 basis points Par Call On or after three months prior to the maturity date Denominations: +265 bps +281 bps Benchmark$2,000 and integral multiples of $1,000 in excess thereof CUSIP/ISIN: UST 2.000% due August 15000000XX0 / US981811AF94 Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxxx Lynch, 2025 UST 6.125% due November 15Pierce, 2027 Interest Payment DatesXxxxxx & Xxxxx Incorporated Co-Managers: April 15 PNC Capital Markets LLC U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC Fifth Third Securities, Inc. The Huntington Investment Company The issuer has filed a registration statement (including a prospectus and October 15 January 15 a preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus included in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents free of charge by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling X.X. Xxxxxx Securities LLC collect at 0-000-000-0000 and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 1-800-294-1322. SCHEDULE C Investor Presentation of the Company made available on July 15 Record Dates: April 1 and October 1 January 1 and 24, 2017. Press Release announcing the launch of the offering, dated July 1 First Interest Payment Date: October 1525, 2017 January 15, 20182017.

Appears in 1 contract

Samples: Underwriting Agreement (Worthington Industries Inc)

Other Information Included in the General. Disclosure Package The following information is also included in the General Disclosure Package: None. None ANNEX B-1 Pricing Term Sheet Filed pursuant to Rule 433 Free Writing Relating to Preliminary Prospectus Supplement dated November 29, 2018 to Prospectus dated September 825, 2017 2018 Registration Statement NoNos. 000-000000-00 UNITED RENTALS (NORTH AMERICA), INC. Pricing Term Sheet — September 8, 2017 and 333-227514 Aon Corporation TERM SHEET $750,000,000 4.625350,000,000 4.500% Senior Notes due 2025 $750,000,000 4.875SENIOR NOTES DUE 2028 Issuer: Aon Corporation Securities: 4.500% Senior Notes due 2028 The following information, filed pursuant to Rule 433, supplements the Preliminary Prospectus Supplement dated September 8, 2017, to the accompanying Prospectus dated March 12, 2015, filed as part of Registration Statement No. 000-000000-00, as amended by Post-Effective Amendment No. 1 thereto. IssuerGuarantor: United Rentals (North America), Inc. (the “Issuer”) Title of SecuritiesAon plc Legal Format: 4.625% Senior Notes due 2025 (the “2025 Notes”) 4.875% Senior Notes due 2028 (the “2028 Notes”) Aggregate Principal SEC Registered Amount: $750,000,000 $750,000,000 Distribution350,000,000 Ranking: SEC Registered SEC Registered Gross ProceedsSenior Unsecured Expected Ratings*: $750,000,000 $751,875,000 Net Proceeds Xxxxx’x Investors Service: Baa2 Standard & Poor’s: A- Fitch: BBB+ Trade Date: November 29, 2018 Settlement Date (after underwriting discounts and commissionsT+2): $740,625,000 $742,500,000 MaturityDecember 3, 2018 Maturity Date: October 15, 2025 January December 15, 2028 Issue PriceReference Treasury: 100%, plus accrued interest from September 22, 2017 100.25%, plus accrued interest from August 11, 2017 Coupon: 4.625% 4.875% Yield to Maturity: 4.625% 4.844% Spread to Maturity: +265 bps +281 bps Benchmark: UST 2.000% due August 15, 2025 UST 6.1253.125% due November 15, 2027 2028 Reference Treasury Price and Yield: 100-25; 3.033% Reoffer Spread to Treasury: +150 bps Reoffer Yield: 4.533% Coupon: 4.500% Denominations: $2,000 and multiples of $1,000 Interest Payment Dates: April Semi-annually in arrears on June 15 and October 15 January 15 and July 15 Record Dates: April 1 and October 1 January 1 and July 1 First Interest Payment Date: October December 15, 2017 January beginning on June 15, 20182019 Price to Public: 99.735% Proceeds to Issuer (before expenses): $347,147,500 CUSIP / ISIN: 037389 BB8 / US037389BB82 Optional Redemption: Prior to September 15, 2028, 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 25 basis points. On or after September 15, 2028 (three months prior to maturity), 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. Annex B-1 Joint Book-Running Managers: X.X. Xxxxxx Securities LLC Xxxxxx Xxxxxxx & Co. LLC HSBC Securities (USA) Inc. Co-Managers: Aon Securities Inc. ING Financial Markets LLC UniCredit Capital Markets LLC U.S. Bancorp Investments, Inc. Conflicts: Aon Securities Inc. is an indirect wholly owned subsidiary of Aon Corporation. This offering is subject to, and will be conducted in compliance with, the requirements of Rule 5121 of the Financial Industry Regulatory Authority, Inc. (“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 XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, the Joint Book-Running Managers in the offering will arrange to send you the prospectus if you request it by contacting X.X. Xxxxxx Securities LLC collect at 0-000-000-0000, Xxxxxx Xxxxxxx & Co. LLC toll-free at 1-866-718-1649, and HSBC Securities (USA) Inc. toll-free at 0-000-000-0000. Annex B-2 Significant Subsidiaries Significant subsidiary: Jurisdiction of incorporation: Aon Xxxxxxxx Global, Inc. Delaware Aon Bermuda Holding Company Limited Bermuda Aon CANZ Holdings B.V. Netherlands Aon Consulting Inc. New Jersey Aon Consulting Worldwide, Inc. Maryland Aon Corporation Delaware Aon Delta UK Limited United Kingdom Aon Finance N.S. 1, ULC Canada Aon Global Holdings Limited United Kingdom Aon Group, Inc. Maryland Aon Group International N.V. Netherlands Aon Holdings B.V. Netherlands Aon Holdings International B.V. Netherlands Aon Risk Services Companies, Inc. Maryland Aon Southern Europe B.V. Netherlands Aon UK Group Limited United Kingdom Aon UK Limited United Kingdom Aon US & International Holdings Limited United Kingdom Aon International Coöperatief U.A. Netherlands C-1 Opinion of Counsel to the Company and the Guarantor [●], 2018 X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx Xxx Xxxx, XX 00000 HSBC Securities (USA) Inc. 000 Xxxxx Xxxxxx, Xxxxx 0 Xxx Xxxx, XX 00000 As Representatives of the several Underwriters set forth in Exhibit A of the below-referenced Underwriting Agreement Re: Aon Corporation [●]% Senior Notes due [●] Ladies and Gentlemen: I serve as [Assistant General Counsel] of Aon Corporation, a Delaware corporation (the “Company”), an indirect, wholly-owned subsidiary of Aon plc, a public limited company under the laws of England and Wales (the “Guarantor”). This opinion letter is delivered in connection with (i) the Underwriting Agreement dated [●], 2018 (the “Underwriting Agreement”) among the Company, the Guarantor and X.X. Xxxxxx Securities LLC and [●], as representatives of the several underwriters (the “Underwriters”) named in Exhibit A to the Underwriting Agreement, and (ii) the sale by the Company, and the purchase by the Underwriters, severally, of $[●] aggregate principal amount of the Company’s [●]% Senior Notes due 20[●] (the “Notes”) pursuant to the Underwriting Agreement. The Guarantor will provide a guarantee of the Notes (the “Guarantee” and, together with the Notes, the “Securities”) pursuant to the Indenture (as defined below). The Securities are to be issued pursuant to an indenture, dated the date hereof, (the “Indenture”) among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), and an officers’ certificate, dated the date hereof, setting forth the terms of the Securities (the “Officers’ Certificate”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Underwriting Agreement. This opinion letter is delivered to the addressees hereof pursuant to Section 7(d) of the Underwriting Agreement. I have examined originals, or copies certified or otherwise identified to my satisfaction, of such corporate records, agreements, instruments and documents of the Company and the Guarantor and certificates and other statements of public officials and corporate officers, and have made such other investigation of fact and law, as I have deemed necessary in connection with the opinions set forth herein. In my examination, I have assumed the genuineness of all documents submitted to me as originals and the conformity to originals of all documents submitted to me as copies. To the extent that any of the opinions expressed below with respect to the existence or absence of facts is indicated to be based on my knowledge, you should understand that I have not undertaken any independent investigation to determine the existence or absence of such facts and have relied on my prior experience as counsel to the Company and the Guarantor. Moreover, references to my knowledge refer only to my personal knowledge. Based upon the foregoing, and subject to the comments and exceptions hereinafter set forth, I am of the opinion that:

Appears in 1 contract

Samples: s2.q4cdn.com

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