On February 27, 2024, Willis North America Inc., a Delaware corporation (the “Issuer”), priced an offering of $750,000,000 aggregate principal amount of the Issuer’s 5.900% Senior Notes due 2054 (the “Notes”). The Notes will be fully and unconditionally guaranteed by Willis Towers Watson Public Limited Company, an Irish public limited company and parent company of the Issuer (without any of its consolidated subsidiaries, the “Parent”), Willis Towers Watson Sub Holdings Unlimited Company, a company organized under the laws of Ireland, Willis Netherlands Holdings B.V., a company organized under the laws of the Netherlands, and Willis Investment UK Holdings Limited, TA I Limited, Willis Towers Watson UK Holdings Limited, Trinity Acquisition plc and Willis Group Limited, companies organized under the laws of England and Wales (collectively, the “Guarantors”).
The Notes were sold in a public offering pursuant to a Registration Statement on Form S-3 (File No. 333-263086), and a related prospectus and prospectus supplement filed with the Securities and Exchange Commission. We expect the offering to close on March 5, 2024, subject to the satisfaction of customary closing conditions.
The Issuer and the Guarantors entered into an underwriting agreement, dated February 27, 2024 (the “Underwriting Agreement”), with BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, in connection with the issuance and sale of the Notes and the related guarantees. In connection with the offering of the Notes, the Parent is filing as Exhibit 1.1 hereto the Underwriting Agreement. Such exhibit is incorporated by reference into the Registration Statement.
We expect the net proceeds from this offering, after deducting the underwriting discount and estimated offering expenses, will be approximately $739 million. We intend to use the net proceeds of this offering to repay approximately $650 million aggregate principal amount of the 3.600% Senior Notes due 2024 and related accrued interest, when due, which will result in the repayment in full of the 3.600% Senior Notes due 2024, and for general corporate purposes.
On February 28, 2024, we issued a press release announcing the pricing of the Notes offering. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit
Number | | Description |
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| 1.1 | | Underwriting Agreement, dated February 27, 2024, among Willis North America Inc., as issuer, the guarantors named therein and BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein. |
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| 99.1 | | Press release, dated February 28, 2024, announcing the pricing of the Notes offering by Willis North America Inc. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
